UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 7, 2003
EXELIXIS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-30235 04-3257395
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
170 Harbor Way
P.O. Box 511
South San Francisco, California 94083
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(Address of principal executive offices, and including zip code)
(650) 837-7000
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(Registrant's telephone number, including area code)
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Item 9. Regulation FD Disclosure
The information in this section is being furnished to, but not filed with, the
Securities and Exchange Commission solely under Item 12 of Form 8-K, "Results of
Operations and Financial Condition," pursuant to interim procedures promulgated
by the Commission in Release No. 33-8216 issued March 27, 2003.
On May 7, 2003, Exelixis, Inc. issued a press release announcing financial
results for the quarter ended March 31, 2003. A copy of such press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Exelixis provides certain net loss information in the press release to
illustrate the company's results from operations excluding discontinued
operations and certain non-cash charges, including (a) stock-based compensation
expense and (b) amortization of purchased intangibles related to business
combinations. Exelixis' management believes that the presentation of these
non-GAAP results is a useful measure of the company's results from continuing
operations, excluding the non-cash charges, which, in management's view, are not
necessarily reflective of, or directly attributable to, operations. These
non-GAAP results are not in accordance with, or an alternative for, generally
accepted accounting principles and may be different from non-GAAP measures used
by other companies.
The information in this report, including the exhibit hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the U.S. Securities and Exchange
Commission made by Exelixis, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
The information furnished in this report, including the exhibit hereto, shall
not be deemed to constitute an admission that such information or exhibit is
required to be furnished by Regulation FD or that the information or exhibit in
this report contains material information that is not otherwise publicly
available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 7, 2003
Exelixis, Inc.
/s/ Glen Y. Sato
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Glen Y. Sato
Senior Vice President, Chief Financial Officer and
General Counsel
(Principal Financial and Accounting Officer)
Index to Exhibits
99.1 Press release entitled "Exelixis Announces First Quarter 2003 Financial
Results," dated May 7, 2003.