AMI 8K November 20, 2006
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) November 17, 2006
ADVANCED
MAGNETICS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
0-14732
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04-2742593
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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125
CambridgePark Drive, 6th
Floor
|
|
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Cambridge,
Massachusetts
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02140
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(Address
of principal executive offices)
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(Zip
Code)
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(617)
498-3300
(Registrant’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 registrant 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)
¨
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
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The
following information and the Exhibit attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
On
November 20, 2006, Advanced Magnetics, Inc. (the “Company”) issued a press
release regarding its operating results and revenues for the fourth
fiscal quarter and year ended September 30, 2006
and its
intention to hold a conference call regarding such financial results. A copy
of
the Company’s press release is furnished herewith as Exhibit 99.1.
ITEM
5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On
November 13, 2006, the Company filed a Current Report on Form 8-K describing
the
bonus structure of Dr. Brian Pereira, the Company’s President and Chief
Executive Officer. The Report stated that Dr. Pereira will be eligible to
receive a bonus of up to fifty percent (50%) of his annual base salary at
the
discretion of the Company’s Compensation Committee, based on the achievement of
set performance goals for the fiscal year ended September 30, 2007. Dr.
Pereira’s maximum bonus opportunity if he exceeds the performance goals
established can actually equal up to seventy-five percent (75%) of his annual
base salary. The specific terms of Dr. Pereira’s performance goals are not being
disclosed because they involve confidential commercial and business information,
the disclosure of which would cause competitive harm to the
Company.
ITEM
7.01. REGULATION FD DISCLOSURE.
On
November 17, 2006, the Company issued a press release announcing results from
a
Phase III clinical trial of ferumoxytol as an intravenous (IV) iron replacement
therapeutic and the completion of enrollment in its second multi-center Phase
III clinical studies of ferumoxytol as an intravenous (IV) iron replacement
therapeutic for the treatment of anemia in chronic kidney disease patients,
whether or not on dialysis. A copy of the Company’s press release is furnished
herewith as Exhibit 99.2.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
Company hereby furnishes the following exhibits:
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99.1
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Press
release dated November 20, 2006.
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99.2
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Press
release dated November 17, 2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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ADVANCED
MAGNETICS, INC.
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By:
/s/ Joseph
L. Farmer
Joseph
L. Farmer
General
Counsel and Vice President of Legal
Affairs
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Date:
November 20, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release dated November 20, 2006.
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99.2
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Press
release dated November 17, 2006.
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