Sunesis Pharmaceuticals 10-K 2007
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2006
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-51531
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
341 Oyster Point Boulevard
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of common stock held by non-affiliates of the Registrant, based on the last sale price for such stock on June 30, 2006, was $148,602,666.
The total number of shares outstanding of the Registrant’s common stock, $0.0001 par value per share, as of March 1, 2007, was 29,459,157.
Portions of the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2007 pursuant to Regulation 14A in connection with the 2007 Annual Meeting of Stockholders of Sunesis Pharmaceuticals, Inc. (hereinafter referred to as “Proxy Statement”) are incorporated by reference in Part III of this report.
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 2006
Explanatory Note to Form 10-K Amendment No. 1
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Form 10-K”) of Sunesis Pharmaceuticals, Inc. is being filed to amend Item 5 of Part II, Item 12 of Part III and Item 15 of Part IV of the Form 10-K and the Exhibit Index to file Exhibits 3.1, 3.2, 10.48, 10.49, 31.1 and 31.2.
No other changes have been made to Item 5 of Part II, Item 12 of Part III, Item 15 of Part IV and the Exhibit Index.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 9, 2007, information regarding beneficial ownership of our capital stock by:
· each person, or group of affiliated persons, known by us to beneficially own more than 5% of our voting securities;
· each of our named executive officers;
· each of our directors; and
· all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the SEC’s rules and generally includes voting or investment power with respect to securities as well as shares of common stock subject to options or warrants exercisable within 60 days of February 9, 2007. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Sunesis Pharmaceuticals, Inc., 341 Oyster Point Boulevard, South San Francisco, California 94080.
Equity Compensation Plan Information
The following table provides information regarding our equity compensation plans as of December 31, 2006.
The additional information required by this Item 12 concerning our equity compensation plans is discussed in Note 11 to the financial statements contained in Part II, Item 8 of this report. The Equity Compensation Plan Information above supercedes in its entirety the section entitled “Securities Authorized For Issuance Under Equity Compensation Plans as of December 31, 2006,” which previously appeared in Part II, Item 5 of this Annual Report on this Form 10-K for the year ended December 31, 2006.
(a) Exhibits and Financial Statement Schedules:
(1) Financial Statements
See the “Index to Financial Statements” in Part II Item 8 of this report.
(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable, or the information is included in the financial statements or notes thereto.
A list of exhibits filed with this Form 10-K or incorporated by reference is found in the Exhibit Index immediately following signature page of this report.
See Item 15(a)(3) above.
(c) Financial Schedules:
See Item 15(a)(2) above.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sunesis Pharmaceuticals, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 23, 2007.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.