10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from _________________to______________

Commission File Number: 0-28298

ONYX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 94-3154463
(I.R.S. Employer ID Number)

2100 Powell Street
Emeryville, California 94608
(Address of principal executive offices)

(510) 597-6500
(Registrant’s telephone number, including area code)

     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 proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ     Noo

     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 Act).

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yeso     Noþ

     Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. The number of outstanding shares of the registrant’s Common Stock, $0.001 par value, was 55,107,800 as of November 2, 2007.

EXPLANATORY NOTE
 

     This Amendment No. 1 to our Quarterly Report on Form 10-Q is an exhibit only filing and amends our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, originally filed on November 7, 2007 (the “Original Filing”). We are filing this Amendment No. 1 to correct a date on Exhibit 32.1, which due to a typographical error inadvertently misstated the period covered by the Original Filing. In addition, we are including currently dated certifications as Exhibits 31.3 and 31.4, as required by the filing of this Amendment No. 1. Except as described in this Explanatory Note, no other changes have been made to the Original Filing, and this Amendment No. 1 does not amend or update any other information set forth in the Original Filing.

2

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.

	ONYX PHARMACEUTICALS, INC.
Date: November 15, 2007	By:	/s/ Hollings C. Renton
		Hollings C. Renton
		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

Date: November 15, 2007	By:	/s/ Gregory W. Schafer
		Gregory W. Schafer
		Vice President and Chief Financial Officer (Principal Financial Officer)

3

EXHIBITS

31.3	Certification of Chief Executive Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.4	Certification of Principal Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1	Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

EX-31.3

Exhibit 31.3

CERTIFICATION

     I, Hollings C. Renton, Chairman of the Board, President and Chief Executive Officer of Onyx Pharmaceuticals, Inc., certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q/A of Onyx Pharmaceuticals, Inc. (the “registrant”); and

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Dated: November 15, 2007	/s/ Hollings C. Renton
	Hollings C. Renton
	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

  EX-31.4 3 f35784exv31w4.htm EXHIBIT 31.4

Exhibit 31.4

CERTIFICATION

     I, Gregory W. Schafer, Vice President and Chief Financial Officer of Onyx Pharmaceuticals, Inc., certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q/A of Onyx Pharmaceuticals, Inc. (the “registrant”); and

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Dated: November 15, 2007	/s/ Gregory W. Schafer
	Gregory W. Schafer
	Vice President and Chief Financial Officer (Principal Financial Officer)

EX-31.4

exv31w4

EX-32.1

EXHIBIT 32.1

CERTIFICATION
 

     Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Hollings C. Renton, Chairman of the Board, President and Chief Executive Officer of Onyx Pharmaceuticals, Inc. (the “Company”), and Gregory W. Schafer, Vice President and Chief Financial Officer of the Company, each hereby certify that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, as amended, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Dated: November 15, 2007

/s/ Hollings C. Renton  

Hollings C. Renton 

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) 

/s/ Gregory W. Schafer  

Gregory W. Schafer 

Vice President and Chief Financial Officer (Principal Financial Officer) 

A signed original of this written statement required by Rule 13(a)-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350) has been provided to Onyx Pharmaceuticals, Inc. and will be retained by Onyx Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

“This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Onyx Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.”