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): May 7, 2003 EXELIXIS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-30235 04-3257395 -------- ------- ---------- (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 -------------------------------------------------------------------------------- (Address of principal executive offices, and including zip code) (650) 837-7000 -------------- (Registrant's telephone number, including area code) -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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 -------------------------------------------------- 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.