-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQyL4OSeBPYzqUxVz9VgszIb2iVWkoyFgXpN+Jk2Rpwe+WEbmqXVM1cx735vj8Bs F4JEbtDSqaAVUXVtJN+Nrw== 0000927016-03-000237.txt : 20030124 0000927016-03-000237.hdr.sgml : 20030124 20030124135431 ACCESSION NUMBER: 0000927016-03-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSENTIAL THERAPEUTICS INC CENTRAL INDEX KEY: 0001010915 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943186021 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28006 FILM NUMBER: 03523829 BUSINESS ADDRESS: STREET 1: 1365 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 647-5554 MAIL ADDRESS: STREET 1: 1365 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MICROCIDE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960319 8-K 1 d8k.txt FORM 8-K 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 January 23, 2003 ------------------- Date of Report (Date of earliest event reported) ------------------- ESSENTIAL THERAPEUTICS, INC. --------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28006 94-3186021 - ---------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 78 Fourth Avenue, Waltham, MA 02451 --------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (781) 647-5554 (Registrant's telephone number, including area code) --------------- Item 5. Other Events. On January 23, 2003, the Registrant issued a press release announcing the results of its Special Meeting of Stockholders convened to approve the conversion of its Series B Preferred Stock into common stock, increase the authorized capital stock of the Company and approve an amendment to its Restated Certificate of Incorporation to effect any of certain specified reverse stock splits. The press release has been filed as an exhibit to this Current Report on Form 8-K, attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Number Description ------ ----------- 99.1 Press release, dated January 23, 2003. 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 hereunto duly authorized. Date: January 24, 2003 ESSENTIAL THERAPEUTICS, INC. By: /s/ Paul J. Mellett -------------------------------------- Paul J. Mellett, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) EX-99.1 3 dex991.txt PRESS RELEASE DATED JANUARY 23,2003 Exhibit 99.1 Contacts: Mark Skaletsky Lisa Burns (Investors) Chief Executive Officer Justin Jackson (Media) (781) 647-5554 Burns McClellan (212) 213-0006 Paul Mellett Chief Financial Officer (781) 647-5554 Essential Therapeutics Announces Results of Stockholder Meeting Waltham, MA, January 23, 2003--Essential Therapeutics, Inc. (Nasdaq: ETRX) today announced the results of its Special Meeting of Stockholders convened at 9:30 a.m. today for the purpose of considering proposals to (1) approve the conversion of its Series B Preferred Stock into common stock, (2) increase the authorized capital stock of the Company and (3) approve an amendment to its Restated Certificate of Incorporation to effect any of certain specified reverse stock splits. With respect to proposals (1) and (2), the Company did not receive the affirmative vote of stockholders holding a majority of the outstanding shares of common stock, and therefore proposals (1) and (2) were not approved. Proposal (3) was approved by the holders of the requisite number of shares of common stock and Series B Preferred Stock. The Company intends to reconvene its Special Committee of the Board of Directors to discuss the options available to the Company. About Essential Therapeutics Essential Therapeutics is committed to the development of breakthrough biopharmaceutical products for the treatment of life-threatening diseases. With an emerging pipeline of product candidates, Essential Therapeutics is dedicated to commercializing novel small molecule products addressing important unmet therapeutic needs. Additional information on Essential Therapeutics can be obtained at http://www.essentialtherapeutics.com. Statements contained herein that are not historical fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, that are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements made by the Company. These factors include, but are not limited to, the Company's ability to meet and sustain compliance with all of the listing requirements of the Nasdaq National Market. For a discussion of other risks and uncertainties affecting Essential Therapeutics' business, see the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. Actual results and timing of certain events could differ materially from those included in the forward-looking statements as a result of these or other factors. *** -----END PRIVACY-ENHANCED MESSAGE-----