UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO.1 TO
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: JUNE 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File Number: 0-30235
EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3257395
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(Address of principal executive offices, including zip code)
(650) 837-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [X] No [ ]
As of July 31, 2001, there were 49,161,649 shares of the registrant's common
stock outstanding.
EXPLANATORY NOTE
Exelixis, Inc. is filing this Amendment No. 1 to Form 10-Q as an exhibit-only
filing. Exelixis is refiling Exhibit 10.28, Collaboration Agreement, dated May
22, 2001, by and between Exelixis, Inc. and Protein Design Labs, Inc., and
confidential treatment has been requested for certain portions of such exhibit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: September 17, 2001
EXELIXIS, INC.
/s/ Glen Y. Sato
-------------------
Glen Y. Sato
Chief Financial Officer, Vice President of
Legal Affairs and Secretary
(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------ -------------------------
2.1 Share Exchange and Assignment Agreement, dated April 23, 2001,
by and among Exelixis, Inc. and the Artemis stockholders
named therein. (1)
3.1 Amended and Restated Certificate of Incorporation (2)
3.2 Amended and Restated Bylaws (2)
4.1 Specimen Common Stock Certificate (2)
4.2* Form of Convertible Promissory Note, dated May 22, by and
between Exelixis, Inc. and Protein Design Labs, Inc.
4.3* Form of Note Purchase Agreement, dated May 22, by and between
Exelixis, Inc. and Protein Design Labs, Inc.
10.28** Collaboration Agreement, dated May 22, 2001, by and between
Exelixis, Inc. and Protein Design Labs, Inc.
--------------------------------------------------------------------------------
(1) Filed with Exelixis' Item 2 Current Report on Form 8-K filed on May 15,
2001 and incorporated herein by reference.
(2) Filed with Exelixis' Registration Statement on Form S-1, as amended (No.
333-96335), declared effective by the Securities and Exchange
Commission on April 10, 2000, and incorporated herein by
reference.
* Previously filed.
** Filed herewith, and confidential treatment requested for certain
portions of this exhibit.