- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 19 2009 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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AMYLIN
PHARMACEUTICALS, INC.
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(Name
of Registrant as Specified In Its Charter)
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N.A.
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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May 19,
2009
Dear
Fellow Employee:
As
a valued employee, you are instrumental in helping Amylin execute on our stated
strategy for creating value in 2009 and beyond. Thanks to your hard
work and dedication, we are achieving key milestones and positioning the
Company to maximize the exenatide once weekly opportunity.
However, Carl Icahn and Eastbourne Capital Management, L.L.C., two of
Amylins shareholders, have waged a proxy contest in an attempt to change the
membership of our Board of Directors. Both have nominated slates of Director
nominees to replace some of our most highly-qualified Directors at Amylins
upcoming Annual Meeting of Stockholders on May 27, 2009. Since the
majority of employees are shareholders of the Company,
w
e ask for your support to help
ensure that the achievement of our business objectives remains on track
.
Please vote the BLUE proxy today, by telephone or by Internet.
All
of us at Amylin recognize that the launch and commercialization of exenatide
once weekly is critical to Amylins long-term success. We believe that our
nominees have better qualifications relevant to our business as well as proven
track records, extensive diabetes and biopharmaceutical experience, and
valuable sales and marketing expertise.
Furthermore,
in an effort to bring additional commercial and operational expertise in the
biopharmaceutical industry expertise that many of our shareholders indicated
would be desirable additions to our Board we have nominated two new
independent Director nominees: Paul N. Clark, former Chairman, Chief Executive
Officer and President of Icos Corporation, and Paulo F. Costa, former President
and Chief Executive Officer of Novartis U.S. Corporation.
Replacing
valued Board members with representatives of Mr. Icahn and Eastbourne
would be a significant disruption at this crucial stage for the Company.
We urge
you to act NOW and vote your BLUE proxy card.
Please discard any Gold or White proxy cards
you might receive from Mr. Icahn or Eastbourne, respectively.
We
realize that the past two months have been distracting, and we are grateful for
your dedication during this time. In the days leading up to the Annual Meeting,
it is important that we all remain focused on what we do best fulfilling the
unmet needs of millions of diabetes patients.
Sincerely,
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/s/
Daniel M. Bradbury
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/s/
James N. Wilson
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Daniel
M. Bradbury
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James
N. Wilson
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President
and Chief Executive Officer
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Lead
Independent Director
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The
Annual Meeting is Fast Approaching
Your
Vote Is Important, No Matter How Many Or How Few Shares You Own
If you have questions
about the last-minute voting of your shares,
please contact the
firm assisting us in the solicitation of proxies:
INNISFREE
M&A INCORPORATED
Stockholders
Call Toll-Free: (877) 717-3926
Banks
and Brokers Call Collect: (212) 750-5833
Since time is short, we
encourage you to submit your proxy by telephone or by Internet, following the
instructions on your previously provided BLUE proxy card
.
Forward
Looking Statements
This letter contains
forward-looking statements about Amylin, which involve risks and uncertainties.
Our actual results could differ materially from those discussed herein due to a
number of risks and uncertainties, including risks that BYETTA, SYMLIN or
exenatide once weekly may be affected by competition, unexpected new data,
safety and technical issues, or manufacturing and supply issues; risks that our
financial results may fluctuate significantly from period to period and may not
meet market expectations; risks that any financial guidance we provide may not
be accurate; risks that our clinical trials will not be completed when planned,
may not replicate previous results or achieve desired end-points; risks that
our preclinical studies may not be predictive; risks that our NDAs for product
candidates or sNDAs for label expansion requests, such as the exenatide once
weekly NDA mentioned in this letter, may not be submitted timely or receive FDA
approval; risks that our expense reductions will not be as large as we expect; risks
that the restructured operations for exenatide will not produce the results we
expect; and other risks inherent in the drug development and commercialization
process. Commercial and government reimbursement and pricing decisions and the
pace of market acceptance may also affect the potential for BYETTA, SYMLIN or
exenatide once weekly. These and additional risks and uncertainties are
described more fully in the Companys most recently filed Form 10-K and Form 10-Q.
Amylin disclaims any obligation to update these forward-looking statements.
Additional
Information and Where to Find It
This letter may be deemed
to be solicitation material in respect of the matters to be considered at the
2009 Annual Meeting of Stockholders. Amylin has filed the definitive
proxy statement with the Securities and Exchange Commission (SEC) on April 20,
2009.
INVESTORS AND SECURITYHOLDERS ARE
URGED TO READ THE PROXY STATEMENT, THE BLUE PROXY CARD AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
Investors and securityholders may
obtain the proxy statement and other relevant documents free of charge at the
SECs Web site, www.sec.gov or from Amylin Investor Relations at 9360 Towne
Centre Drive, San Diego, California 92121.
Participants
in Solicitation
Amylin and its directors
and executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect of the
matters to be considered at the 2009 Annual Meeting of Stockholders.
Information regarding the interests of Amylins directors and executive
officers in the proxy contest is included in Amylins definitive proxy
statement.
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