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 19, 2013
|
PHARMACYCLICS, INC.
|
||
|
(Exact name of registrant as specified in its charter)
|
||
|
Delaware
|
000-26658
|
94-3148201
|
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
995 E. Arques Avenue, Sunnyvale, California
|
94085-4521
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code: (408) 774-0330
|
|
|
(Former name or former address, if changed since last report.)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o 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 CFR 240.13e-4(c))
|
Item 8.01
|
Other Events.
|
On November 19, 2013, Janssen-Cilag NV (“Janssen”) received a letter from the European Medicines Agency (“Agency”) confirming that the Agency has determined that Janssen’s application for IMBRUVICA™ (ibrutinib) is valid. Such determination triggers a $50 million milestone payment to Pharmacyclics, Inc. (the “Company”) under its collaboration agreement with Janssen. Together with the $60 million milestone payment which was triggered on November 13, 2013 upon the approval from the U.S. Food and Drug Administration for IMBRUVICA™, the Company has earned $110 million in milestone payments during the fourth quarter. IMBRUVICA™ is jointly developed and commercialized by the Company and Janssen.
In addition, during the next open trading window, which is anticipated to commence in the next few days, the Company expects that certain employees may exercise options they hold, and sell the shares immediately following the exercise.
This Current Report on Form 8-K may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to the timing of the opening of the Company’s trading window and potential exercised of options and sales of stock thereafter. Because these statements apply to future events, they are subject to risks and uncertainties. When used in this announcement, the words “anticipate” and “expect” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause actual results or actions to differ materially from those anticipated or implied by, these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or actions and no assurance can be given that the actual results or actions will be consistent with these forward-looking statements. For more information about the risks and uncertainties that may affect the Company, please see the Risk Factors section of the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q. The Company does not intend to update any of the forward-looking statements after the date of this 8-K to conform these statements to actual results, to changes in management's expectations or otherwise, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
November 20, 2013
|
PHARMACYCLICS, INC.
|
|
|
By:
|
/s/ Manmeet Soni
|
|
Name: Manmeet Soni
|
|
|
Title: Executive Vice President, Finance
|
|