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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2004
EXELIXIS, INC.
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(Exact name of registrant as specified in its 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 12. Results of Operations and Financial Condition.
On August 5, 2004, Exelixis, Inc. issued a press release announcing financial
results for the quarter ended June 30, 2004. A copy of such press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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.
Use of Non-GAAP Financial Information
Exelixis provides certain historical net loss and future operating expense
information in the press release to illustrate the company's results from
operations excluding restructuring charges, acquired in-process research and
development 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 operations,
excluding the restructuring charges, acquired in-process research and
development and 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.
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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: August 5, 2004
Exelixis, Inc.
/s/ Frank Karbe
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Frank Karbe
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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