8-K

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): January 26, 2004

ONYX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-28298	94-3154463
(Commission File No.)	(IRS Employer Identification No.)

3031 Research Drive
Richmond, California 94806
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 222-9700

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 5. OTHER EVENTS

     On January 26, 2004 Onyx Pharmaceuticals, Inc., or the Company, announced that it plans to publicly offer 3,500,000 shares of its common stock pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. In addition, the Company announced plans to grant to the underwriters in connection with the offering an option to purchase up to an additional 525,000 shares of common stock. The press release issued by the Company dated January 26, 2004, titled “Onyx Announces Public Offering of Common Stock,” is attached hereto as Exhibit 99.1 and is herein incorporated by reference.

     Neither the filing of any press release as an exhibit to this Current Report on Form 8-K nor the inclusion in such press release of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such Internet address into this Current Report on Form 8-K. The information available at the Company’s Internet address is not part of this Current Report on Form 8-K or any other report filed by the Company with the Securities and Exchange Commission.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number	Description
99.1	Press Release titled “Onyx Announces Public Offering of Common Stock,” dated January 26, 2004

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.

	ONYX PHARMACEUTICALS, INC.
	(Registrant)
Dated: January 26, 2004	By:	/s/ Marilyn E. Wortzman
		Marilyn E. Wortzman Vice President, Finance

EXHIBIT INDEX

Number	Description
99.1	Press Release titled “Onyx Announces Public Offering of Common Stock,” dated January 26, 2004

EX-99.1 3 f95930exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

ONYX ANNOUNCES PUBLIC OFFERING OF COMMON STOCK

RICHMOND, Calif., January 26, 2004 – Onyx Pharmaceuticals, Inc. (Nasdaq:ONXX) today announced that it plans to publicly offer 3,500,000 shares of its common stock pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The company also intends to grant to the underwriters in connection with the offering an option to purchase up to an additional 525,000 shares of common stock. All of the shares are being sold by Onyx. Morgan Stanley & Co. Incorporated, together with Piper Jaffray & Co., SG Cowen Securities Corporation and Leerink Swann & Company are acting as the underwriters for the offering. Morgan Stanley will serve as sole bookrunner for the offering.

The securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement is final. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Copies of the preliminary prospectus supplement can be obtained from the Prospectus Departments of Morgan Stanley & Co. Incorporated (1585 Broadway, New York, NY 10036, phone 212-761-6775), Piper Jaffray & Co. (800 Nicollet Mall J12S03, Minneapolis, MN 55402-7020, Attn: Greg Klancher, phone 612-303-6220, fax 612-303-1070), SG Cowen Securities Corporation (c/o ADP, 1155 Long Island Avenue, Edgewood, NY 11717, fax 631-254-7628) or Leerink Swann & Company (One Federal Street, 37th Floor, Boston, MA 02110, Attn: Jon Civitarese, phone 617-918-4814, fax 617-918-4724) or from Onyx (3031 Research Drive, Richmond, CA 94806, fax 510-222-9758).

About Onyx Pharmaceuticals

Onyx Pharmaceuticals is engaged in the development of novel cancer therapies that target the molecular basis of cancer. With its partners, the company is developing small molecule drugs, including BAY 43-9006 with Bayer Pharmaceuticals Corporation. For more information about Onyx’s pipeline and activities, visit the company’s web site at www.onyx-pharm.com.

This news release contains forward-looking statements regarding expectations as to the completion, timing and size of any public offering. A number of risks and uncertainties could cause actual events to differ from the company’s expectations indicated by these forward-looking statements. These risks include reaching agreement as to the terms of the offering with the underwriters, successful completion of the offering and other risks addressed in the company’s periodic reports filed with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K filed on March 25, 2003 and its Quarterly Reports on Form 10-Q.

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EX-99.1

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