Attached files
file | filename |
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EX-99.3 - PDL BIOPHARMA, INC. | v204328_ex99-3.htm |
EX-99.2 - PDL BIOPHARMA, INC. | v204328_ex99-2.htm |
EX-99.1 - PDL BIOPHARMA, INC. | v204328_ex99-1.htm |
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): December 1,
2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
Delaware
|
94-3023969
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
¨
|
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)
|
¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
7.01 Regulation FD Disclosure.
Press
Release
On
December 1, 2010, PDL BioPharma, Inc. (the “Company”) issued a press release
with revenue guidance for the quarter ending December 31, 2010. The
Company notes that the royalty payment it received from Genentech was complete
and without a reservation of rights. A copy of the press release is
attached hereto as Exhibit 99.1.
Detailed
Product Sales, Royalties and Manufacturing
On
December 1, 2010, the Company distributed to analysts covering the
Company’s securities and posted to its website a summary of certain information
underlying the Company’s receipt of royalty payments (the “Information Sheet”)
to assist those analysts and its stockholders in valuing the Company’s
securities. The Information Sheet is based on information provided to
the Company by its licensees and includes reported net sales revenues by
licensed product, royalty revenue by licensed product and where certain licensed
products are manufactured and sold. A copy of the Information Sheet
is attached hereto as Exhibit 99.2.
CEO
Newsletter
On December 1, 2010, the Company
released its Chief Executive Officer’s third quarter stockholder newsletter (the
“Newsletter”). A copy of the Newsletter has been posted to the
Company’s website and is attached hereto as Exhibit 99.3.
Limitation
of Incorporation by Reference
In
accordance with General Instruction B.2. of Form 8-K, the information in this
report, including the exhibits, is furnished pursuant to Item 7.01 and shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section. This Current Report will not be deemed an admission as to the
materiality of any information in the report that is required to be disclosed
solely by Regulation FD.
Cautionary
Statements
This
filing, the press release, the Information Sheet and the Newsletter include
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. Important factors that could impair the
Company’s royalty assets or business are disclosed in the “Risk Factors”
contained in the Company’s 2009 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 1, 2010, and subsequent Quarterly
Reports on Form 10-Q filed with the Securities and Exchange Commission
thereafter. All forward-looking statements are expressly qualified in their
entirety by such factors. We do not undertake any duty to update any
forward-looking statement except as required by
law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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99.1
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Press
Release, dated December 1, 2010
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99.2
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Information
Sheet, dated December 1, 2010
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99.3
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Newsletter,
dated December
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
PDL
BIOPHARMA, INC.
|
|
(Company)
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By:
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/s/ Christine R. Larson
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Christine
R. Larson
|
|
Vice
President and Chief Financial
Officer
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Dated: December
1, 2010
EXHIBIT
INDEX
Exhibit No.
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Description
|
|
99.1
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Press Release, dated December 1,
2010
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99.2
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Information
Sheet, dated December 1, 2010
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99.3
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Newsletter,
dated December
2010
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