UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
April 21, 2005
Date of Report (Date of earliest event reported)
AMGEN INC.
| Delaware (State or other jurisdiction of incorporation or organization) |
000-12477 (Commission File Number) |
95-3540776 (I.R.S. Employer Identification Number) |
| Amgen Inc. One Amgen Center Drive Thousand Oaks, CA (Address of principal executive offices) |
91320-1799 (Zip Code) |
805-447-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR2 40.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 21, 2005, Amgen Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three months ended March 31, 2005. Set forth on the attached Exhibit 99.1 which is incorporated herein by reference are the Company’s (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, (ii) Product Sales Detail for the three months ended March 31, 2005 and 2004, and (iii) Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004.
As previously announced on April 6, 2005, the Company is conducting an exchange offer under which it is offering to exchange new Zero Coupon Convertible Notes due 2032 for all of its currently outstanding Liquid Yield Option Notes due 2032. The exchange offer is currently set to expire on May 4, 2005. In light of the ongoing exchange offer, the Company has elected to “file” the information contained in this report, and such information will be deemed incorporated by reference into any filing of Amgen Inc. with the SEC, whether made before or after the date hereof.
Item 9.01. Financial Statements and Exhibits.
The following exhibit will be deemed “filed” and incorporated by reference into any filing of Amgen Inc. with the SEC, whether made before or after the date hereof.
| Exhibit No. | Description | |
99.1
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, Product Sales Detail for the three months ended March 31, 2005 and 2004, and Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMGEN INC. |
||||
| Date: April 21, 2005 | By: | /s/ Richard D. Nanula | ||
| Name: | Richard D. Nanula | |||
| Title: | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Document Description | |
99.1
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, Product Sales Detail for the three months ended March 31, 2005 and 2004, and Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004. |
EXHIBIT 99.1
Filed by Amgen Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the Securities
Act of 1934
Subject Company: Amgen Inc.
Commission File No. 000-12477
Amgen Inc.
Registration Statement on Form S-4
Registration No. 333-123293
Amgen Inc.
Condensed Consolidated Statements of Operations — GAAP
(In millions, except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
Revenues: |
||||||||
Product sales |
$ | 2,735 | $ | 2,208 | ||||
Other revenues |
98 | 135 | ||||||
Total revenues |
2,833 | 2,343 | ||||||
Operating expenses: |
||||||||
Cost of sales (excludes amortization of
acquired intangible assets presented below) |
489 | 373 | ||||||
Research and development |
524 | 441 | ||||||
Selling, general and administrative |
577 | 517 | ||||||
Amortization of intangible assets |
87 | 84 | ||||||
Total operating expenses |
1,677 | 1,415 | ||||||
Operating income |
1,156 | 928 | ||||||
Interest and other (expense)/income, net |
(10 | ) | 21 | |||||
Income before income taxes |
1,146 | 949 | ||||||
Provision for income taxes |
292 | 259 | ||||||
Net income |
$ | 854 | $ | 690 | ||||
Earnings per share: |
||||||||
Basic |
$ | 0.68 | $ | 0.54 | ||||
Diluted (1) |
$ | 0.67 | $ | 0.52 | ||||
Shares used in calculation of
earnings per share: |
||||||||
Basic |
1,249 | 1,279 | ||||||
Diluted (1) |
1,290 | 1,332 | ||||||
| (1) | The following table presents the computations for diluted earnings per share computed under the treasury stock and the “if-converted” methods: |
| Three Months Ended | ||||||||
| March 31, 2005 | ||||||||
| 2005 | 2004 | |||||||
Income (Numerator): |
||||||||
Net income for basic EPS |
$ | 854 | $ | 690 | ||||
Adjustment for interest expense on
Convertible Notes, net of tax |
5 | 5 | ||||||
Net income for diluted EPS, after assumed
conversion of Convertible Notes |
$ | 859 | $ | 695 | ||||
Shares (Denominator): |
||||||||
Weighted-average shares for basic EPS |
1,249 | 1,279 | ||||||
Effect of Dilutive Securities |
11 | 18 | ||||||
Effect of Convertible Notes, after assumed
conversion of Convertible Notes |
30 | 35 | ||||||
Weighted-average shares for diluted EPS |
1,290 | 1,332 | ||||||
Diluted earnings per share |
$ | 0.67 | $ | 0.52 | ||||
Amgen Inc.
Product Sales Detail by Product and Geographic Region
(In millions)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
EPOGEN® — U.S. |
$ | 583 | $ | 590 | ||||
Aranesp® — U.S. |
447 | 330 | ||||||
Aranesp® — International |
276 | 213 | ||||||
Neulasta® — U.S. |
416 | 336 | ||||||
Neulasta® — International |
85 | 59 | ||||||
NEUPOGEN® — U.S. |
182 | 172 | ||||||
NEUPOGEN® — International |
112 | 97 | ||||||
ENBREL® — U.S. |
570 | 382 | ||||||
ENBREL® — International |
22 | 15 | ||||||
Other product sales — U.S. |
33 | 8 | ||||||
Other product sales — International |
9 | 6 | ||||||
Total product sales |
$ | 2,735 | $ | 2,208 | ||||
U.S. |
$ | 2,231 | $ | 1,818 | ||||
International |
504 | 390 | ||||||
| $ | 2,735 | $ | 2,208 | |||||
Amgen Inc.
Condensed Consolidated Balance Sheets — GAAP
(In millions)
(Unaudited)
| March 31, | December 31, | |||||||
| 2005 | 2004 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and marketable securities |
$ | 4,035 | $ | 5,808 | ||||
Trade receivables, net |
1,584 | 1,461 | ||||||
Inventories |
932 | 888 | ||||||
Other current assets |
873 | 1,013 | ||||||
Total current assets |
7,424 | 9,170 | ||||||
Property, plant, and equipment, net |
4,790 | 4,712 | ||||||
Intangible assets, net |
3,965 | 4,033 | ||||||
Goodwill |
10,519 | 10,525 | ||||||
Other assets |
722 | 781 | ||||||
Total assets |
$ | 27,420 | $ | 29,221 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued liabilities |
$ | 3,034 | $ | 2,984 | ||||
Convertible notes |
1,744 | (2) | 1,173 | (1) | ||||
Total current liabilities |
4,778 | 4,157 | ||||||
Deferred tax liabilities |
1,280 | 1,294 | ||||||
Convertible notes |
— | 1,739 | (2) | |||||
Other long-term debt |
2,198 | 2,198 | ||||||
Other non-current liabilities |
124 | 128 | ||||||
Stockholders’ equity |
19,040 | 19,705 | ||||||
Total liabilities and stockholders’ equity |
$ | 27,420 | $ | 29,221 | ||||
Shares outstanding |
1,237 | 1,260 | ||||||
| (1) | On March 2, 2005, as a result of certain holders of the Convertible Notes exercising their March 1, 2005 put option, the Company repurchased $1,175 million, or approximately 40%, of the outstanding Convertible Notes at their then-accreted value for cash. Accordingly the Convertible Notes repurchased were classified as current liabilities. | |||
| (2) | Holders of the remaining outstanding Convertible Notes may require the Company to purchase all or a portion of the notes on specific dates as early as March 1, 2006 at the original issuance price plus accrued original issue discount through the purchase date. Accordingly, as of March 31, 2005, the Convertible Notes have been reclassified from long-term debt to current liabilities. | |||