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): December 31,
2008
Nektar
Therapeutics
(Exact
name of registrant as specified in its charter)
Commission
File Number: 0-24006
Delaware
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94-3134940
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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201
Industrial Road, San Carlos, CA 94070
(Address
of principal executive offices, including zip code)
(650)
631-3100
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 9.01
Financial Statements and Exhibits
(b)
Pro Forma Financial Information
As
previously discussed in Item 2.01 of a Current Report on Form 8-K filed on
January 2, 2009, Nektar Therapeutics, a Delaware corporation (“Nektar”), and
Aerogen, Inc., a Delaware corporation and a subsidiary of Nektar, completed the
sale of certain assets and obligations related to Nektar’s pulmonary business,
associated technology and intellectual property to Novartis Pharmaceuticals
Corporation and Novartis Pharma AG for a purchase price of $115.0 million in
cash on December 31, 2008.
The pro
forma financial information required to be filed under Item 9.01(b) is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine
months ended September 30, 2008 and the twelve months ended December 31, 2007
and the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September
30, 2008 are presented for illustrative purposes only and are not necessarily
indicative of the operating results or the financial position that would have
been achieved had the disposition been consummated as of the dates indicated or
of the results that may be obtained in the future.
(d)
Exhibits
Exhibit Number
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Description
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99.1
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Pro
forma financial
information.
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SIGNATURES
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.
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Nektar
Therapeutics
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By:
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/s/
Gil M. Labrucherie
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Date:
March 4, 2009
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Gil
M. Labrucherie
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General
Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit Number
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Description
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99.1
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Pro
forma financial
information.
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