SEC
1746
(2-98)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
OMB Number:
3235-0145
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Amylin
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
032346108
(CUSIP
Number)
Eric
Sippel
Eastbourne
Capital Management, L.L.C.
1101
Fifth Avenue, Suite 370
San
Rafael, CA 94901
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
29, 2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check
the following box. [
X
]
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a Filer's initial filing on
this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Schedule
13D Page 2 of 9
CUSIP No.
032346108
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1.
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Names
of Filers. I.R.S. Identification Nos. of above persons (entities
only).
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Eastbourne
Capital Management, L.L.C.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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__
AF
__
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
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6.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7. Sole
Voting
Power
0
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8. Shared
Voting
Power
17,200,000
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9. Sole
Dispositive
Power
0
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10. Shared
Dispositive
Power
17,200,000
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11.
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Aggregate
Amount Beneficially Owned by Each Filer
17,200,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
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12.5%
|
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14.
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Type
of Filer (See Instructions)
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IA,
OO
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Schedule
13D Page 3 of 9
CUSIP No.
032346108
|
1.
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Names
of Filers. I.R.S. Identification Nos. of above persons (entities
only).
|
|
2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
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4.
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Source
of Funds (See Instructions)
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__
AF
__
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
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6.
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Citizenship
or Place of Organization
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U.S.A.
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7. Sole
Voting
Power
0
|
8. Shared
Voting
Power
17,200,000
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9. Sole
Dispositive
Power
0
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10. Shared
Dispositive
Power
17,200,000
|
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11.
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Aggregate
Amount Beneficially Owned by Each Filer
17,200,000
|
|
12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
13.
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Percent
of Class Represented by Amount in Row (11)
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12.5%
|
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14.
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Type
of Filer (See Instructions)
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IN,
HC
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Schedule
13D Page 4 of 9
CUSIP No.
032346108
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1.
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Names
of Filers. I.R.S. Identification Nos. of above persons (entities
only).
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Black
Bear Offshore Master Fund, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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__
WC
__
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
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6.
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Citizenship
or Place of Organization
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Cayman
Islands
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7. Sole
Voting
Power
0
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8. Shared
Voting
Power
12,116,463
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9. Sole
Dispositive
Power
0
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10. Shared
Dispositive
Power
12,116,463
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11.
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Aggregate
Amount Beneficially Owned by Each Filer
12,116,463
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
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13.
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Percent
of Class Represented by Amount in Row (11)
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8.8%
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14.
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Type
of Filer (See Instructions)
PN
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|
CO
|
Schedule
13D Page 5 of 9
CUSIP No.
032346108
Preamble
This
Schedule 13D supersedes the Schedule 13G as last amended by Amendment No. 4
filed on April 3, 2008, filed by Eastbourne Capital Management, L.L.C
(“Eastbourne”), Richard Jon Barry (“Barry”) and Black Bear Offshore Master Fund,
L.P. (the “Offshore Fund” and, collectively with Eastbourne and
Barry, the “Filers”), relating to shares of Common Stock of Amylin
Pharmaceuticals, Inc.. This Schedule 13D is being filed because the
Filers may no longer qualify to file on Schedule 13G. See Item 4
below.
Item
1. Security
and Issuer
This
statement relates to shares of Common Stock (the "Stock") of Amylin
Pharmaceuticals, Inc. (the "Issuer"). The principal executive office
of the Issuer is located at 9360 Towne Centre Drive, Suite 110, San Diego, CA
92121.
Item
2. Identity and Background
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(a)
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Eastbourne,
Barry and the Offshore Fund. The Offshore Fund is filing
jointly with the other Filers, but not as a member of a group, and it
expressly disclaims membership in a
group.
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(b)
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The
business address of Eastbourne and Mr. Barry is 1101 Fifth Avenue, Suite
370, San Rafael, CA 94901. The address of the
Offshore Fund is c/o CITCO Fund Services (Cayman Islands) Limited,
Corporate Centre, West Bay Road, P.O. Box 31106-SMB, Grand Cayman, Cayman
Islands.
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(c)
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Eastbourne
is a registered investment adviser and is the general partner or manager
of investment limited partnerships and limited liability companies,
including the Offshore Fund. Eastbourne also is the investment
adviser to those partnerships and companies and to other accounts,
including the Offshore Fund. Mr. Barry is the controlling owner
and managing member of Eastbourne.
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(d)
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During
the last five years, none of the Filers has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, none of the Filers was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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(f)
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Please
see the cover page for each Filer for the citizenship of that
Filer.
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Schedule
13D Page 6 of 9
CUSIP No.
032346108
Item
3.
Source and Amount
of Funds or Other Consideration
The
source and amount of funds used in purchasing the Stock were as
follows:
Purchaser
Source of
Funds
Amount
Eastbourne/Barry Funds
under
Management $446,704,819
(1)
Offshore
Fund Working
Capital
$312,044,270
(1)
Includes the amount used to purchase the shares of Stock beneficially owned by
the Offshore Fund.
Item
4. Purpose
of Transaction
The
Filers acquired their positions in the shares of Stock in the belief that they
were undervalued. In order to increase their ownership position to
more than 15% of the outstanding Stock of the Issuer without triggering the
Issuer’s Rights Agreement (“poison pill”), the Filers entered into an Agreement,
dated as of March 12, 2008, with the Issuer (the “Standstill Agreement”) that,
among other things, might be deemed to prohibit the Filer from participating in
strategic discussions about the Issuer’s future while the Standstill Agreement
was in effect. The Standstill Agreement automatically terminated
pursuant to its terms as of the close of trading on August 27, 2008, the date on
which the Filers sold shares of Stock such that the Filers beneficially owned
less than 15% of the outstanding Common Stock of the Issuer. The
Standstill Agreement was filed by the Issuer as an exhibit to a Form 8-K filed
on March 13, 2008.
Now that
the Standstill Agreement has terminated, the Filers may have conversations with
Issuer’s management and members of the board of directors, and other
shareholders, to discuss the Filers’ ideas as to how the Issuer may be able to
maximize product sales and development and more generally to enhance shareholder
value. The Filers believe that the Stock is substantially
undervalued.
Except as
set forth in this Item 4, none of the Filers has any present plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of the instructions to Item 4 of Schedule
13D. The Filers intend to review their investment in the Issuer on a
continuing basis. Depending on various factors, the Reporting Persons may in the
future, from time to time, dispose of some or all of the securities of the
Issuer beneficially owned by them and/or acquire additional securities of the
Issuer, in the open market or otherwise, or take any other actions with respect
to their investment in the Issuer permitted by law, including any or all of the
actions set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item
5. Interest
in Securities of the Issuer
(a), (b)
and (d) Each Filer’s beneficial ownership of the Stock on the date of this
report is reflected on that Filer’s cover page. Eastbourne is an
investment adviser with the power to invest in, vote and dispose of the Stock on
behalf of its clients, including the Offshore Fund, and is deemed to share
beneficial ownership of and voting and dispositive power with respect to the
shares of Stock beneficially owned by its clients. Its clients have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Stock. Except for the Offshore
Fund, no client individually holds more than 5% of the outstanding
Stock. By virtue of its control of the Offshore Fund, Eastbourne is
deemed to share beneficial ownership of (and voting and dispositive power with
respect to) the shares of Stock beneficially owned by the Offshore
Fund. Mr. Barry is the controlling owner and managing member of
Eastbourne. By virtue of his control of Eastbourne, Mr. Barry is
deemed to share beneficial ownership of (and voting and dispositive power with
respect to) the shares of Stock beneficially owned by Eastbourne.
Schedule
13D Page 7 of 9
CUSIP No.
032346108
(c ) None
of the Filers effected any purchases during the past sixty (60)
days. The following table sets forth all sales with respect to the
Stock effected during the past sixty (60) days by any of the
Filers. All such sales of Stock were effected in the open market, and
the table includes commissions paid in per share prices.
Name
Date
Shares
Sold
Price Per
Share
Offshore
Fund 8/27/2008 139,142 $20.07
Offshore
Fund 8/27/2008 34,786
$20.28
Offshore
Fund 8/27/2008 481,219 $21.05
Offshore
Fund 8/27/2008 2,716,411
$21.23
Offshore
Fund 8/27/2008 125,450 $21.58
Offshore
Fund 8/27/2008 695,705 $21.77
Eastbourne
and
Barry(1)
8/27/2008 60,
858
$20.07
Eastbourne
and
Barry(1)
8/27/2008 15,214
$20.28
Eastbourne
and
Barry(1)
8/27/2008 210,481 $21.05
Eastbourne
and
Barry(1)
8/27/2008
1,188,130 $21.23
Eastbourne
and
Barry(1) 8/27/2008 54,871
$21.58
Eastbourne
and
Barry(1)
8/27/2008 304,295 $21.77
(1)
|
Sales
listed under Eastbourne and Barry excludes the sales listed under Offshore
Fund.
|
(e) Not
applicable
Item
6. Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of the
Issuer
Eastbourne
is the general partner of the Offshore Fund and other investment funds pursuant
to agreements of limited partnership or limited liability company agreements
between Eastbourne and the Offshore Fund and those other funds,
respectively. Eastbourne is the investment adviser to other accounts
pursuant to investment management agreements between Eastbourne and each of
those other accounts. Those agreements provide to Eastbourne the
authority, among other things, to invest the funds of the Offshore Fund and
other clients in the Stock, to vote and dispose of Stock and to file this
statement on behalf of the Offshore Fund and those other
clients. Pursuant to those agreements of limited partnership, limited
liability company agreements and investment management agreements, Eastbourne is
entitled to allocations and fees based on assets under management and realized
and unrealized gains.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and
correct.
Schedule
13D Page 8 of 9
CUSIP No.
032346108
Dated: August
29, 2008
Eastbourne
Capital Management, L.L.C.
By:
Eric M. Sippel
Chief Operating
Officer
|
|
Black
Bear Offshore Master Fund, L.P.
By: Eastbourne
Capital Management, L.L.C.
General Partner
By: ____________________________________
Eric M. Sippel
Chief Operating
Officer
|
|
____________________________________
Richard
J. Barry
Schedule
13D Page 9 of 9
CUSIP No.
032346108
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases by the
undersigned of the common stock of Amylin Pharmaceuticals, Inc. or any other
issuer. For that purpose, the undersigned hereby constitute and
appoint Eastbourne Capital Management, L.L.C., a Delaware limited liability
company, as their true and lawful agent and attorney-in-fact, with full power
and authority for and on behalf of the undersigned to prepare or cause to be
prepared, sign, file with the SEC and furnish to any other person all
certificates, instruments, agreements and documents necessary to comply with
section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing power,
as fully as the undersigned might or could do if personally
present.
Dated: August
29, 2008
Eastbourne
Capital Management, L.L.C.
By:
Eric M. Sippel
Chief Operating
Officer
Black
Bear Offshore Master Fund, L.P.
By: Eastbourne
Capital Management, L.L.C.
General Partner
By: ____________________________________
Eric M. Sippel
Chief Operating
Officer
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Richard
J. Barry
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