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): May 5, 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 5, 2004, Onyx Pharmaceuticals, Inc., or Onyx, issued a press release addressing financial results for its first fiscal quarter ended March 31, 2004. The press release dated May 5, 2004, titled “Onyx Pharmaceuticals Reports First Quarter 2004 Financial Results,” is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     The information in this Current Report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 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 Onyx Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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.
Dated: May 11, 2004	By:	/s/ Marilyn E. Wortzman
		Marilyn E. Wortzman Vice President, Finance and Administration

EXHIBIT INDEX

Number	Description
99.1	Press Release titled “Onyx Pharmaceuticals Reports First Quarter 2004 Financial Results,” dated May 5, 2004.

EX-99.1

EXHIBIT 99.1

Contact:	Julie Wood
	510-262-8757

ONYX PHARMACEUTICALS REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS

RICHMOND, CALIF. (May 5, 2004) — Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) reported a net loss of $8.2 million, or $0.25 per share, for the quarter ended March 31, 2004, compared with a net loss of $10.7 million, or $0.47 per share, for the same quarter in 2003. These results reflect higher clinical development and marketing expenditures for Onyx’s lead product candidate, BAY 43-9006, offset by reduced expenses as a result of the 2003 termination of its therapeutic virus program. BAY 43-9006 is an orally active small molecule anticancer compound in codevelopment with Bayer Pharmaceuticals Corporation.

As of March 31, 2004, the company had cash, cash equivalents and marketable securities of $248.3 million compared to $105.4 million at December 31, 2003. In February 2004, the company raised net cash proceeds of $148.4 million in a public offering of its common stock. Onyx sold 4,685,693 shares at $33.75 per share pursuant to an effective registration statement previously filed with the Securities and Exchange Commission.

For the quarters ended March 31, 2004 and 2003, Onyx reported no revenue. Research and development costs decreased by $2.3 million in the first quarter of 2004 versus the comparable period last year. This was the result of a decrease of $4.0 million of expenses associated with the therapeutic virus program, partially offset by increased expenses of $1.7 million related to the development of BAY 43-9006. Expenses associated with BAY 43-9006 may fluctuate from quarter to quarter due to variability of costs associated with clinical trials and third-party vendors.

Onyx Pharmaceuticals is engaged in the development of novel cancer therapies that target the molecular basis of cancer. With its collaborators, 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 website at www.onyx-pharm.com.

This press release contains forward-looking statements regarding expectations about the development of BAY 43-9006. These forward-looking statements involve a number of risks and uncertainties that could cause actual events to differ from the company’s expectations. These risks are 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 15, 2004 and its Quarterly Reports on Form 10-Q.

(see attached tables)

# # #

ONYX PHARMACEUTICALS, INC.
SUMMARY FINANCIAL INFORMATION
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2004			2003
	(unaudited)			(unaudited)
Total revenue	$	—		$	—
Operating expenses:
Research and development		6,730			9,037
Marketing		289			80
General and administrative		1,686			1,302
Restructuring		—			442
Total operating expenses		8,705			10,861
Loss from operations		(8,705	)		(10,861	)
Interest income, net		524			173
Net loss	$	(8,181	)	$	(10,688	)
Basic and diluted net loss per share	$	(0.25	)	$	(0.47	)
Shares used in computing basic and diluted net loss per share		32,555			22,697

CONDENSED BALANCE SHEET
(in thousands)

	March 31,		Dec. 31,
	2004		2003
	(unaudited)		(1)
Assets
Cash, cash equivalents and marketable securities	$	248,265	$	105,400
Other current assets		2,786		3,045
Total current assets		251,051		108,445
Property and equipment, net		286		285
Other assets		416		408
Total assets	$	251,753	$	109,138
Liabilities and stockholders’ equity
Current liabilities	$	15,252	$	15,619
Advance from partner		20,000		20,000
Stockholders’ equity		216,501		73,519
Total liabilities and stockholders’ equity	$	251,753	$	109,138

(1) Derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.