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:

January 16, 2003

(Date of earliest event reported)

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-19731	94-3047598
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
333 LAKESIDE DRIVE, FOSTER CITY, CALIFORNIA
(Address of principal executive offices)
94404
(Zip Code)
(650) 574-3000
(Registrant’s telephone number, including area code)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

(a)           On January 16, 2003, Simbolo Acquisition Sub, Inc. (“Acquisition Sub”), a Delaware corporation and a wholly owned subsidiary of Gilead Sciences, Inc., a Delaware corporation (“Gilead”), completed a cash tender offer (the “Offer”) for all of the outstanding common stock of Triangle Pharmaceuticals, Inc. (“Triangle”) by accepting for payment all shares of Triangle common stock validly tendered and not withdrawn prior to the expiration of the Offer at 12:00 midnight, New York City time, on Wednesday, January 15, 2003.   Gilead has contributed to Acquisition Sub from cash on hand and cash equivalents the funds necessary to pay for all shares of Triangle common stock accepted for payment by Acquisition Sub in the Offer.  On January 16, 2003, Gilead issued a press release, which is filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the completion of the Offer.

On January 23, 2003, Gilead caused Acquisition Sub to merge with and into Triangle, pursuant to which Triangle became a wholly-owned subsidiary of Gilead, and each share of Triangle common stock not accepted for payment by Acquisition Sub in the Offer was, subject to appraisal rights, converted into the right to receive $6.00 in cash, without interest.  On January 24, 2003, Gilead issued a press release, which is filed as Exhibit 99.2 hereto and incorporated by reference herein, announcing the effectiveness of the merger of Acquisition Sub with and into Triangle.

(b)           Both Gilead and Triangle are pharmaceutical companies active in the development and commercialization of antiviral drug candidates.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)           Financial Statements of Businesses Acquired:

The financial statements of Triangle required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 60 days after the date this Current Report on Form 8-K is required to be filed.

(b)           Pro Forma Financial Information

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 60 days after the date this Current Report on Form 8-K is required to be filed.

(c)           Exhibits

Exhibit Number	Description
99.1	Press Release, issued by Gilead Sciences, Inc. on January 16, 2003.
99.2	Press Release, issued by Gilead Sciences, Inc. on January 24, 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.

GILEAD SCIENCES, INC.

(registrant)

/s/ John F. Milligan

John F. Milligan

Senior Vice President and
Chief Financial Officer

Date:       January 29, 2003

Exhibits

Exhibit Number	Description
99.1	Press Release, issued by Gilead Sciences, Inc. on January 16, 2003.
99.2	Press Release, issued by Gilead Sciences, Inc. on January 24, 2003.

EX-99.1

Exhibit 99.1

Gilead Sciences Successfully Completes Tender
Offer for Shares of Triangle Pharmaceuticals
with 97 Percent of Shares Tendered

Thursday January 16, 8:30 am ET

FOSTER CITY, Calif.—(BUSINESS WIRE)—Jan. 16, 2003—Gilead Sciences, Inc. (Nasdaq:GILD - - News) today announced the successful completion of its cash tender offer for all of the outstanding common stock of Triangle Pharmaceuticals, Inc. (Nasdaq:VIRS - News). The offer expired as scheduled at midnight New York City time on Wednesday, January 15, 2003.

Based on preliminary information, 97.4 percent (75,098,019 of 77,074,851) of the outstanding common stock of Triangle was validly tendered and not withdrawn prior to the expiration of the offer. All such shares have been accepted for purchase by Simbolo Acquisition Sub, Inc., a wholly owned subsidiary of Gilead, in accordance with the terms of the offer (including 1,696,780 shares tendered pursuant to the Offer’s guaranteed delivery procedure). As previously announced on December 4, 2002, Gilead and Triangle have entered into a definitive merger agreement for Gilead to acquire Triangle for $6.00 per share of Triangle common stock. Each share of common stock not accepted for purchase in the offer will, subject to appraisal rights, be converted into the right to receive $6.00 in cash, without interest, in the merger contemplated by the merger agreement. Gilead expects to cause the merger to be completed within a few days, with Triangle becoming a wholly owned subsidiary of Gilead.

On December 26, 2002, the companies announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired without any request by the Federal Trade Commission for additional information.

About Gilead Sciences

Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes therapeutics to advance the care of patients suffering from life-threatening diseases worldwide. The company has six marketed products and focuses its research and clinical programs on anti-infectives. Headquartered in Foster City, CA, Gilead has operations in the United States, Europe and Australia.

About Triangle Pharmaceuticals

Triangle Pharmaceuticals is a specialty pharmaceutical company engaged in the development of new antiviral drug candidates, with a particular focus on therapies for the human immunodeficiency virus (HIV) and the hepatitis B virus. Triangle’s proprietary drug candidates under development for HIV and/or hepatitis B include Coviracil® (emtricitabine), amdoxovir (formerly DAPD) and clevudine (formerly L-FMAU).

This press release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. For example, the ability of Gilead to complete the acquisition of Triangle will depend on a number of factors outside Gilead’s control including the satisfaction of closing conditions. These risks are described in Gilead’s Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 10, 2002. All forward-looking statements are based on information currently available, and Gilead assumes no obligation to update any such forward-looking statements.

For more information on Gilead, please call the Gilead Public Affairs Department at 1-800-GILEAD-5 (1-800-445-3235) or visit www.gilead.com.

Contact:

     Gilead Sciences, Inc.

     Susan Hubbard, 650/522-5715 (Investors)

     Amy Flood, 650/522-5643 (Media)

EX-99.2

Exhibit 99.2

Gilead Sciences Completes Acquisition of
Triangle Pharmaceuticals

Thursday January 23, 4:38 pm ET

FOSTER CITY, Calif.—(BUSINESS WIRE)—Jan. 23, 2003—Gilead Sciences, Inc. (Nasdaq:GILD - - News) announced today that it has completed its acquisition of Triangle Pharmaceuticals, Inc. (Nasdaq:VIRS - News) by merging Triangle with a wholly owned subsidiary of Gilead. The merger follows a cash tender offer for all outstanding shares of Triangle common stock at $6.00 per share, which was completed at midnight, New York City time, on January 15, 2003. As a result of the merger, each outstanding share of Triangle not owned by Gilead, its subsidiaries or Triangle has been automatically converted into the right to receive $6.00 in cash, without interest, subject to appraisal rights. Triangle stockholders who did not tender their shares will receive a Notice of Merger and a Letter of Transmittal that will instruct them as to how to receive the merger consideration.

About Gilead Sciences

Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes therapeutics to advance the care of patients suffering from life-threatening diseases worldwide. The company has six marketed products and focuses its research and clinical programs on anti-infectives. Headquartered in Foster City, CA, Gilead has operations in the United States, Europe and Australia.

For more information on Gilead, please call the Gilead Public Affairs Department at 1-800-GILEAD-5 (1-800-445-3235) or visit www.gilead.com.

Contact:

     Gilead Sciences

     Susan Hubbard, 650/522-5715 (Investors)

     Amy Flood, 650/522-5643 (Media)