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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Onyx Pharmaceuticals Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 11, 2013 |
Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-28298 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as |
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| October 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-28298 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in |
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| October 1, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ONYX PHARMACEUTICALS, INC. EX-3.1 2 d604099dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONYX PHARMACEUTICALS, INC. 1. Name. The name of the corporation is Onyx Pharmaceuticals, Inc. (the “Corporation”). 2. Address; Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle, Delaware |
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| October 1, 2013 |
- AMENDMENT NO. 9 TO SCHEDULE 14D-9 Amendment No. 9 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 9) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Tit |
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| October 1, 2013 |
POSASR As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
- POST -EFFECTIVE AMENDMENT NO.1 TO FORM S-3 Post -Effective Amendment No.1 to Form S-3 As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-122176 Registration No. 333-134565 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To FORM S-3 REGISTRATION STATEMENT NO. 333-122176 FORM S-3 REGISTRATION STATEMENT NO. 333-134565 UNDER THE SECURITIES ACT OF 1 |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS 1 d604121ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-04839 Registration No. 333-34681 Registration No. 333-84113 Registration No. 333-60805 Registration No. 333-48146 Registration No. 333-64706 Registration No. 333-96895 Registration No. 333-110469 Registration No. 333-120324 Registration No. 333-126089 Registration No. 33 |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-3 Post-Effective Amendment No.1 to Form S-3 As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-122176 Registration No. 333-134565 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To FORM S-3 REGISTRATION STATEMENT NO. 333-122176 FORM S-3 REGISTRATION STATEMENT NO. 333-134565 UNDER THE SECURITIES ACT OF 19 |
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| October 1, 2013 |
EX-4.1 4 d604099dex41.htm EX-4.1 Exhibit 4.1 ONYX PHARMACEUTICALS, INC. as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 1, 2013 to Indenture dated as of August 12, 2009 4.00% Convertible Senior Notes due 2016 SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 1, 2013, by and between Onyx Pharma |
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| October 1, 2013 |
EX-3.2 3 d604099dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ONYX PHARMACEUTICALS, INC. TABLE OF CONTENTS Page ARTICLE I. OFFICES 1 Section 1. REGISTERED OFFICES 1 Section 2. OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 Section 1. PLACE OF MEETINGS 1 Section 2. ANNUAL MEETINGS OF STOCKHOLDERS 1 Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF 2 Section 4. VOTING 2 |
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| October 1, 2013 |
- AMENDMENT NO. 10 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (T |
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| October 1, 2013 |
S-8 POS 1 d604121ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-04839 Registration No. 333-34681 Registration No. 333-84113 Registration No. 333-60805 Registration No. 333-48146 Registration No. 333-64706 Registration No. 333-96895 Registration No. 333-110469 Registration No. 333-120324 Registration No. 333-126089 Registration No. 33 |
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| October 1, 2013 |
EX-99.(a)(5)(vi) Exhibit (a)(5)(vi) One Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone 805-447-1000 www.Amgen.com News Release Amgen Successfully Completes Onyx Pharmaceuticals Tender Offer Acquisition Expected to Close Today Deal Valued at $9.7 Billion THOUSAND OAKS, Calif. (Oct. 1, 2013) – Amgen (NASDAQ:AMGN) today announced that it has successfully completed its previously announced |
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| October 1, 2013 |
As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS 1 d604121ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-04839 Registration No. 333-34681 Registration No. 333-84113 Registration No. 333-60805 Registration No. 333-48146 Registration No. 333-64706 Registration No. 333-96895 Registration No. 333-110469 Registration No. 333-120324 Registration No. 333-126089 Registration No. 33 |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-28298 94-3154463 (State or other jurisdiction of incorporation) (Commiss |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS 1 d604121ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-04839 Registration No. 333-34681 Registration No. 333-84113 Registration No. 333-60805 Registration No. 333-48146 Registration No. 333-64706 Registration No. 333-96895 Registration No. 333-110469 Registration No. 333-120324 Registration No. 333-126089 Registration No. 33 |
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| October 1, 2013 |
As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
POSASR As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| October 1, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on October 1, 2013 Registration No. |
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| September 27, 2013 |
- AMENDMENT NO. 9 TO SCHEDULE TO-T Amendment No. 9 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) C |
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| September 27, 2013 |
- AMENDMENT NO. 8 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 8) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 6833991 |
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| September 24, 2013 |
- AMENDMENT NO. 7 TO SCHEDULE 14D-9 Amendment No. 7 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Tit |
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| September 24, 2013 |
- AMENDMENT NO. 8 TO SCHEDULE TO-T Amendment No. 8 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) C |
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| September 24, 2013 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2013 ONYX PHARMACEUTICALS, INC. |
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| September 24, 2013 |
EX-99.1 Exhibit 99.1 September 24, 2013 To: Holders of Onyx Pharmaceuticals, Inc. 4.00% Convertible Senior Notes due 2016 and Wells Fargo Bank, National Association Corporate Trust Services, MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: Onyx Pharmaceuticals, Inc. Account Manager Re: Notice of Anticipated Make-Whole Fundamental Change Reference is hereby made to the Indenture, |
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| September 23, 2013 |
- AMENDMENT NO. 7 TO SCHEDULE TO-T Amendment No. 7 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) C |
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| September 20, 2013 |
- AMENDMENT NO. 6 TO SCHEDULE TO-T SC TO-T/A 1 d601449dsctota.htm AMENDMENT NO. 6 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offer |
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| September 20, 2013 |
EX-(a)(11) Exhibit (a)(11) Questions from Employees As of September 20, 2013 Corporate Culture, Values and Organization What will be done to maintain the unique culture at this site? Amgen’s and Onyx’s core values and our missions to focus on patients are strongly aligned, and as a result there is much more that is common than different between the companies’ cultures. |
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| September 20, 2013 |
SC 14D9 (Amendment No. 6) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Cl |
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| September 20, 2013 |
EX-99.(a)(5)(v) Exhibit (a)(5)(v) Questions from Employees As of September 20, 2013 Corporate Culture, Values and Organization What will be done to maintain the unique culture at this site? Amgen’s and Onyx’s core values and our missions to focus on patients are strongly aligned, and as a result there is much more that is common than different between the companies’ cultures. That said, each one o |
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| September 19, 2013 |
- AMENDMENT NO. 4 TO SCHEDULE 14D-9 Amendment No. 4 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Tit |
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| September 19, 2013 |
- AMENDMENT NO. 5 TO SCHEDULE TO-T Amendment No. 5 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) C |
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| September 19, 2013 |
Exhibit (a)(5)(iv) News Release AMGEN AND ONYX PHARMACEUTICALS ANNOUNCE EARLY TERMINATION OF HSR WAITING PERIOD FOR AMGEN’S ACQUISITION OF ONYX THOUSAND OAKS, Calif. |
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| September 19, 2013 |
- AMENDMENT NO. 4 TO SCHEDULE TO-T Amendment No. 4 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) C |
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| September 19, 2013 |
- AMENDMENT NO.5 TO SCHEDULE 14D-9 Amendment No.5 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Titl |
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| September 18, 2013 |
- AMENDMENT NO. 3 TO SCHEDULE 14D-9 Amendment No. 3 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Tit |
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| September 18, 2013 |
Amendment No. 3 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) COMMON |
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| September 11, 2013 |
- AMENDMENT NO. 2 TO SCHEDULE 14D-9 Amendment No. 2 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Tit |
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| September 11, 2013 |
Amendment No. 2 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) COMMON |
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| September 9, 2013 |
ONXX / Onyx Pharmaceuticals Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ONYX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 683399109 (CUSIP Number) September 3, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua |
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| September 6, 2013 |
SC TO-T/A 1 d594675dsctota.htm AMENDMENT NO.1 TO SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Na |
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| September 6, 2013 |
- AMENDMENT NO. 1 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 6833991 |
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| September 3, 2013 |
EX-99.(A)(1)(IV) 5 d593612dex99a1iv.htm EX-99.(A)(1)(IV) Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ONYX PHARMACEUTICALS, INC. at $125.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 3, 2013 by ARENA ACQUISITION COMPANY, a wholly owned subsidiary of AMGEN INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CIT |
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| September 3, 2013 |
EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ONYX PHARMACEUTICALS, INC. at $125.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 3, 2013 by ARENA ACQUISITION COMPANY, a wholly owned subsidiary of AMGEN INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 1, 2013 (ONE MINUT |
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| September 3, 2013 |
EX-99.(D)(2) 8 d593612dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) PERSONAL AND CONFIDENTIAL July 12, 2013 Amgen Inc. One Amgen Center Drive 38-5-A Thousand Oaks, California 91320 Ladies and Gentlemen: In connection with your consideration of a possible business transaction involving Onyx Pharmaceuticals, Inc. (the “Company”) and/or its securities and you (a “Possible Transaction”), you have requested |
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| September 3, 2013 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 3, 2013 |
EX-99.(a)(1)(vi) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (and no tenders will be accep |
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| September 3, 2013 |
EX-99.(a)(1)(ii) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ONYX PHARMACEUTICALS, INC. at $125.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 3, 2013 by ARENA ACQUISITION COMPANY, a wholly owned subsidiary of AMGEN INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 1, 2013 (ONE MINUTE AFTER 11:59 |
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| September 3, 2013 |
Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of |
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| September 3, 2013 |
EX-99.(a)(1)(v) Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ONYX PHARMACEUTICALS, INC. at $125.00 Net Per Share Pursuant to the Offer to Purchase dated September 3, 2013 by ARENA ACQUISITION COMPANY, a wholly owned subsidiary of AMGEN INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 1, 2013 (ONE MINUTE AFT |
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| September 3, 2013 |
EX-99.(a)(1)(i) Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ONYX PHARMACEUTICALS, INC. at $125.00 Net Per Share by ARENA ACQUISITION COMPANY, a wholly owned subsidiary of AMGEN INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 1, 2013 (ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 30, 2013), |
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| August 27, 2013 |
Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 683399109 |
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| August 26, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 24, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-28298 94-3154463 (State or other jurisdiction of incorporation) |
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| August 26, 2013 |
SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 683399109 |
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| August 26, 2013 |
Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ONYX PHARMACEUTICALS, INC. (Name of Subject Company) ARENA ACQUISITION COMPANY (Offeror) AMGEN INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of |
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| August 26, 2013 |
Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT AMGN - Amgen’s Acquisition of Onyx Pharmaceuticals Conference Call EVENT DATE/TIME: AUGUST 26, 2013 / 12:30PM GMT OVERVIEW: AMGN announced its plan to acquire Onyx Pharmaceuticals. The purchase price is $9.7b net of estimated Onyx cash. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights rese |
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| August 26, 2013 |
EX-99.1 Exhibit 99.1 News Release AMGEN TO ACQUIRE ONYX PHARMACEUTICALS FOR $125 PER SHARE IN CASH Attractive Addition to Amgen’s Leading Oncology Portfolio and Pipeline Kyprolis® (carfilzomib) for Injection is at Early Stages of Launch in Multiple Myeloma; Showing Strong Physician Support Acquisition Expected to Contribute to Growth and Value for Amgen Shareholders Amgen to Host Analyst/Investor |
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| August 26, 2013 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013 TABLE OF CONTENTS Section 1. The Offer 2 1.1 The Offer 2 1.2 Company Actions 4 1.3 Directors 7 Section 2. Merger Transaction 9 2.1 Merger of Purchaser into the Company |
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| August 26, 2013 |
[Signatures follow on separate page] Exhibit 10.2 Master Repurchase Agreement September 1996 Version Dated as of: August 24, 2013 Between: Amgen Inc., as “Seller” and: Bank of America, N.A., as “Buyer” 1. Applicability From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, |
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| August 26, 2013 |
MERRILL LYNCH, PIERCE, FENNER & SMITH BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 EX-10.1 3 d589297dex101.htm EX-10.1 Exhibit 10.1 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 BARCLAYS BANK PLC 745 Seventh Avenue 5th Floor New York, New York 10019 August 24, 2013 Amgen Inc. One Amgen Center Drive Thousand Oaks, CA |
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| August 26, 2013 |
SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 683399109 |
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| August 26, 2013 |
EX-99.1 Amgen to Acquire Onyx Investor Presentation August 26, 2013 Exhibit 99.1 Provided August 26, 2013 as part of an oral presentation and is qualified by such, contains forward-looking statements, actual results may vary materially; Amgen disclaims any duty to update. 2 Safe Harbor Statement This presentation contains forward-looking statements that are based on management’s current expectatio |
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| August 26, 2013 |
EX-99.1 Exhibit 99.1 News Release AMGEN TO ACQUIRE ONYX PHARMACEUTICALS FOR $125 PER SHARE IN CASH Attractive Addition to Amgen’s Leading Oncology Portfolio and Pipeline Kyprolis® (carfilzomib) for Injection is at Early Stages of Launch in Multiple Myeloma; Showing Strong Physician Support Acquisition Expected to Contribute to Growth and Value for Amgen Shareholders Amgen to Host Analyst/Investor |
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| August 26, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2013 AMGEN INC. (Exact name of registrant as specified in its charter) Delaware 95-3540776 (State or other jurisdiction of incorporation) (I.R.S Employer Identific |
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| August 26, 2013 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013 TABLE OF CONTENTS Section 1. The Offer 2 1.1 The Offer 2 1.2 Company Actions 4 1.3 Directors 7 Section 2. Merger Transaction 9 2.1 Merger of Purchaser into the Company |
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| August 26, 2013 |
SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Onyx Pharmaceuticals, Inc. (Name of Subject Company) Onyx Pharmaceuticals, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 683399109 |
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| August 19, 2013 |
ONXX / Onyx Pharmaceuticals Inc / Sculptor Capital LP - SCHEDULE 13G Passive Investment Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 683399109 (CUSIP Number) August 7, 2013 (Date of Event Which |
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| August 9, 2013 |
As filed with the Securities and Exchange Commission on August 9, 2013 Registration No. |
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| August 9, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Or o 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: 0-28298 ONYX |
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| August 8, 2013 |
Results of Operations and Financial Condition 8-K 1 a13-1829918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commi |
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| August 8, 2013 |
Exhibit 99.1 Onyx Pharmaceuticals Reports Second Quarter 2013 Financial Results Total Revenue More Than Doubles to $153 Million vs. Prior Year SOUTH SAN FRANCISCO, CA — August 8, 2013 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its financial results for the second quarter 2013 and provided a business update on Kyprolis® (carfilzomib) for Injection, Nexavar® (sorafenib) tablets and S |
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| July 31, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Employe |
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| July 1, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-28298 94-3154463 (State or other (Commission (IRS Employer jurisdiction of |
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| July 1, 2013 |
Exhibit 99.1 Onyx Pharmaceuticals Confirms Receipt of Unsolicited Acquisition Proposal from Amgen Board of Directors Rejects $120 Per Share Proposal As Significantly Undervaluing Company South San Francisco, CA — June 30, 2013 — Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) today confirmed that it has received and rejected an unsolicited proposal from Amgen Inc. to acquire all of Onyx’s outstanding sh |
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| May 23, 2013 |
Exhibit 10.13(i) ONYX PHARMACEUTICALS, INC. 2005 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 18, 2005 APPROVED BY THE STOCKHOLDERS: JUNE 1, 2005 LAST AMENDED: MARCH 26, 2013 LAST APPROVED BY THE STOCKHOLDERS: MAY 23, 2013 TERMINATION DATE: APRIL 17, 2020 1. GENERAL. (a) Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the On |
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| May 23, 2013 |
Exhibit 10.7 ONYX PHARMACEUTICALS, INC. EMPLOYEE STOCK PURCHASE PLAN ADOPTED MARCH 26, 1996 APPROVED BY THE STOCKHOLDERS: APRIL 30, 1996 LAST AMENDED: MARCH 26, 2013 LAST APPROVED BY THE STOCKHOLDERS: MAY 23, 2013 1. PURPOSE. (a) The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide a means by which employees of Onyx Pharmaceuticals, Inc., a Delaware corporation (the “Company” |
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| May 23, 2013 |
Exhibit 10.40 ONYX PHARMACEUTICALS, INC. 2013 CASH PERFORMANCE INCENTIVE PLAN ADOPTED: MARCH 26, 2013 APPROVED BY THE STOCKHOLDERS: MAY 23, 2013 1. GENERAL The Cash Performance Incentive Plan (the “Plan”) is a cash incentive plan intended to motivate executives of Onyx Pharmaceuticals, Inc. (the “Company”) to achieve short-term and long-term corporate objectives relating to the performance of the |
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| May 23, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File |
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| May 7, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Employer |
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| May 7, 2013 |
EX-99.1 2 a13-117561ex99d1.htm EX-99.1 Exhibit 99.1 ONYX PHARMACEUTICALS REPORTS FIRST QUARTER 2013 FINANCIAL RESULTS May 7, 2013 PAGE 1 Onyx Pharmaceuticals Reports First Quarter 2013 Financial Results Total Revenues Double to $145 Million Kyprolis® Net Sales of $64 Million SOUTH SAN FRANCISCO, CA — May 7, 2013 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its financial results for t |
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| April 25, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Employ |
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| April 9, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| March 11, 2013 |
8-K 1 a13-717718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commiss |
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| February 21, 2013 |
Results of Operations and Financial Condition 8-K 1 a13-577418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Com |
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| February 21, 2013 |
EX-99.1 2 a13-57741ex99d1.htm EX-99.1 Exhibit 99.1 ONYX PHARMACEUTICALS REPORTS FULL YEAR AND FOURTH QUARTER 2012 FINANCIAL RESULTS February 21, 2013 PAGE 1 Onyx Pharmaceuticals Reports Full Year and Fourth Quarter 2012 Financial Results Kyprolis® Net Sales Reach $64M in 2012 Nexavar® Continues Strong Regional Growth as Total Worldwide Sales Exceed $1B Stivarga® Royalty Revenue of $8M in 2012 SOUT |
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| February 14, 2013 |
SC 13G/A 1 secfiling.htm DISCLOSURE DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 683399109 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 13, 2013 |
SC 13G 1 onxx13gdec12.htm ONXX AS OF 12/31/2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ONYX PHARMACEUTICALS (Name of Issuer) COMMON STOCK (Title of Class of Securities) 683399109 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to de |
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| February 11, 2013 |
EX-10.19 2 a13-45791ex10d19.htm EX-10.19 EXHIBIT 10.19 Base Salaries for Fiscal Year 2013 and Cash Bonuses for Fiscal Year 2012 for Certain Named Executive Officers Name and Title 2013 Salary 2012 Bonus N. Anthony Coles, M.D. $ 850,000 $ 962,000 Chairman and Chief Executive Officer Matthew K. Fust $ 498,000 $ 308,814 Executive Vice President and Chief Financial Officer Helen Torley, M.B., Ch.B. $ |
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| February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-28298 94-3154463 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 7, 2013 |
February 7, 2013 Securities and Exchange Commission Attention: Jim B. Rosenberg Joel Parker James Peklenk 100 F Street, N.E. Washington, D.C. 20549 Re: Onyx Pharmaceuticals, Inc. (“Onyx”) Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 27, 2012 Form 10-Q for Quarterly Period Ended September 30, 2012 Filed November 2, 2012 Form 8-K Dated November 1, 2012 Filed November 1, 2012 File |
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| February 5, 2013 |
ONXX / Onyx Pharmaceuticals Inc / SAMANA CAPITAL, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 683399109 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 29, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Onyx Pharmaceuticals, Inc. |
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| January 17, 2013 |
8-K 1 a13-280348k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Comm |
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| January 17, 2013 |
Onyx Pharmaceuticals, Inc. 4,400,000 Shares of Common Stock Underwriting Agreement Exhibit 1.1 Onyx Pharmaceuticals, Inc. 4,400,000 Shares of Common Stock Underwriting Agreement January 15, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Onyx Pharmaceuticals, Inc., a D |
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| January 17, 2013 |
Onyx Pharmaceuticals Announces Pricing of Public Offering of Common Stock EX-99.1 4 a13-28034ex99d1.htm EX-99.1 Exhibit 99.1 Onyx Pharmaceuticals Announces Pricing of Public Offering of Common Stock South San Francisco, Calif., January 16, 2013 — Onyx Pharmaceuticals, Inc. (Nasdaq:ONXX) today announced the pricing of an underwritten public offering of 4,400,000 shares of its common stock. The gross proceeds to Onyx from this offering are expected to be approximately $35 |
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| January 17, 2013 |
Use these links to rapidly review the document Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. |
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| January 15, 2013 |
ONYX PHARMACEUTICALS, INC. , AS WARRANT AGENT PREFERRED STOCK WARRANT AGREEMENT DATED AS OF EXHIBIT 4.7 ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ONYX PHARMACEUTICALS, INC. PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing u |
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| January 15, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| January 15, 2013 |
ONYX PHARMACEUTICALS, INC. , AS WARRANT AGENT DEBT SECURITIES WARRANT AGREEMENT DATED AS OF EXHIBIT 4.8 ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ONYX PHARMACEUTICALS, INC. DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing u |
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| January 15, 2013 |
EXHIBIT 12.1 STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS 9 Months Ended For the Year Ended December 31, September 30, 2007 2008 2009 2010 2011 2012 (in thousands) Earnings: Income (loss) from continuing operations before income taxes $ (34,167 ) $ 2,295 $ 17,394 $ (85,666 ) $ 76,384 $ (240,635 ) Fixed charges 405 373 7,327 2 |
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| January 15, 2013 |
ONYX PHARMACEUTICALS, INC. , AS WARRANT AGENT COMMON STOCK WARRANT AGREEMENT DATED AS OF EXHIBIT 4.6 ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT COMMON STOCK WARRANT AGREEMENT DATED AS OF ONYX PHARMACEUTICALS, INC. COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the |
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| January 15, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on January 15, 2013 Registration No. |
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| January 15, 2013 |
Onyx Pharmaceuticals, Inc., Issuer [TRUSTEE], Trustee Dated as of [·], 20 Debt Securities EX-4.4 2 a2212455zex-44.htm EX-4.4 EXHIBIT 4.4 Onyx Pharmaceuticals, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Secu |
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| January 7, 2013 |
EX-99.1 2 a13-21981ex99d1.htm EX-99.1 Exhibit 99.1 Onyx Pharmaceuticals Announces 2013 Updates and Reviews 2012 Achievements at J.P. Morgan Healthcare Conference Kyprolis™ (carfilzomib) for Injection Net Sales Exceed $62 Million for 2012 South San Francisco, CA — January 7, 2013 — Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) today reviewed 2012 accomplishments and announced several 2013 business upda |
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| January 7, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2013 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Emplo |
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| December 26, 2012 |
December 26, 2012 VIA EDGAR Securities and Exchange Commission Attention: Jim B. Rosenberg James Peklenk Joel Parker 100 F Street, N.E. Washington, D.C. 20549 Re: Onyx Pharmaceuticals, Inc. (“Onyx”) Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 27, 2012 Form 10-Q for Quarterly Period Ended September 30, 2012 Filed November 2, 2012 Form 8-K Dated November 1, 2012 Filed November 1 |
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| November 1, 2012 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Empl |
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| November 1, 2012 |
Exhibit 99.1 ONYX PHARMACEUTICALS REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS November 1, 2012 PAGE 1 Onyx Pharmaceuticals Reports Third Quarter 2012 Financial Results Kyprolis Net Sales of $18.6 Million in Launch Quarter; Stivarga Launch Underway in U.S. SOUTH SAN FRANCISCO, CA — November 1, 2012 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its financial results for the third quart |
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| September 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-28298 (Commission File |
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| September 27, 2012 |
Exhibit 99.1 News Release Intended for U.S. Media Only Bayer’s Stivarga® (regorafenib) Tablets Approved by U.S. FDA for Treatment of Metastatic Colorectal Cancer Wayne, NJ, and South San Francisco, CA, September 27, 2012 — Bayer HealthCare and Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) announced today that the U.S. Food and Drug Administration (FDA) approved Bayer’s Stivarga® (regorafenib) tablets |
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| August 1, 2012 |
Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (I |
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| August 1, 2012 |
EX-99.1 2 d389502dex991.htm PRESS RELEASE ONYX PHARMACEUTICALS REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS August 1, 2012 PAGE 1 Exhibit 99.1 Onyx Pharmaceuticals Reports Second Quarter 2012 Financial Results — Solid Nexavar® Performance; KyprolisTM Launch Underway in the United States — SOUTH SAN FRANCISCO, CA — August 1, 2012 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its finan |
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| July 31, 2012 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Employe |
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| July 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-28298 94-3154463 (Commission |
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| July 20, 2012 |
EX-99.1 2 d382871dex991.htm PRESS RELEASE Exhibit 99.1 Onyx Pharmaceuticals Receives FDA Accelerated Approval of Kyprolis™ (carfilzomib) for Injection Onyx Launches Comprehensive Patient Support Program Onyx to Host Conference Call Today at 1:00 p.m. ET South San Francisco, CA – July 20, 2012 – Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) today announced that the U.S. Food and Drug Administration (FD |
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| July 20, 2012 |
Financial Statements and Exhibits, Other Events FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A CURRENT REPORT Amendment No. 1 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0 |
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| May 23, 2012 |
As filed with the Securities and Exchange Commission on May 23, 2012 Registration No. |
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| May 22, 2012 |
2005 Equity Incentive Plan, as amended Exhibit 10.13(i) ONYX PHARMACEUTICALS, INC. 2005 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 18, 2005 APPROVED BY THE STOCKHOLDERS: JUNE 1, 2005 MOST RECENTLY AMENDED BY THE BOARD OF DIRECTORS: MARCH 21, 2012 MOST RECENTLY APPROVED BY THE STOCKHOLDERS: MAY 21, 2012 TERMINATION DATE: APRIL 17, 2015 1. GENERAL. (a) Successor and Continuation |
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| May 22, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File |
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| May 2, 2012 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (IRS Employer |
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| May 2, 2012 |
Press Release Exhibit 99.1 Contact: Amy Figueroa Senior Director, Investor Relations 650-266-2398 Onyx Pharmaceuticals Reports First Quarter 2012 Financial Results Strong Nexavar Performance; Strategic Investment in Pipeline SOUTH SAN FRANCISCO, CA — May 2, 2012 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its financial results for the first quarter 2012. Onyx reported non-GAAP net l |
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| April 26, 2012 |
Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) (I |
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| April 2, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 d325751ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| April 2, 2012 |
DEF 14A 1 d319716ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, |
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| February 22, 2012 |
Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2012 ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28298 94-3154463 (State of incorporation) (Commission File No.) |
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| February 22, 2012 |
Press Release Exhibit 99.1 Contact: Amy Figueroa Senior Director, Investor Relations 650-266-2398 Onyx Pharmaceuticals Reports Full Year and Fourth Quarter 2011 Financial Results Nexavar Global Sales Reach Blockbuster Status; Increasing 8% to $1.008 Billion for 2011 SOUTH SAN FRANCISCO, CA — February 22, 2012 — Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) today reported its financial results for the |
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| February 16, 2012 |
Current Report on Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 14, 2012 |
ONXX / Onyx Pharmaceuticals Inc / SAMANA CAPITAL, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 683399109 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 683399109 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2012 |
ONXX / Onyx Pharmaceuticals Inc / SECTORAL ASSET MANAGEMENT INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* ONYX PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 683399109 (CUSIP Number) DECEMBER 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 8, 2012 |
Base Salaries for Fiscal Year 2012 EXHIBIT 10.19 Base Salaries for Fiscal Year 2012, Cash Bonuses for Fiscal Year 2011 and 2012 Equity Compensation Awards Name and Title 2012 Salary 2011 Bonus 2012 Stock Option Grant (1) (shares) 2012 Restricted Stock Units (2) (shares) 2012 Performance Based Restricted Stock Units (3) (shares) N. Anthony Coles, M.D. $ 740,000 $ 946,350 (4 ) (4 ) (5 ) President an |
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| February 8, 2012 |
FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 19, 2011 |
Correspondence December 19, 2011 VIA EDGAR Securities and Exchange Commission Attention: Jim B. |
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| December 2, 2011 |
SEC Response Letter Michael E. Tenta (650) 843-5636 [email protected] Via EDGAR December 2, 2011 Securities and Exchange Commission Attention: Jim B. Rosenberg Lisa Vanjoske Tabatha Akins 100 F Street, N.E. Washington, D.C. 20549 Re: Onyx Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 23, 2011 File No. 000-28298 Ladies and Gentlemen: On behalf of Onyx Pharma |
