UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 10, 2005
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Date of Report
(Date of earliest event reported)
ZYMOGENETICS, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-33489 91-1144498
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1201 Eastlake Avenue East, Seattle, Washington 98102-3702
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(Address of Principal Executive Offices, including Zip Code)
(206) 442-6600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On February 10, 2005, ZymoGenetics, Inc. (the "Company") issued a press
release announcing its financial results for the fourth quarter and year ended
December 31, 2004. The full text of the press release is set forth in Exhibit
99.1 attached hereto. The press release should be read in conjunction with the
note regarding forward-looking statements, which is included in the text of the
press release.
The information in this Current Report on Form 8-K, including the exhibits,
will not be treated as "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. This information will not be incorporated by
reference into any filing under the Securities Act of 1933, or into another
filing under the Exchange Act, unless that filing expressly incorporates this
information by reference.
Item 8.01. Other Events
Bruce L.A. Carter, President and Chief Executive Officer of the Company,
has entered into a written plan for trading common stock of the Company (the
"Plan") that complies with the requirements of Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended. The Plan takes effect February 14,
2005, with a term of one year. Pursuant to the Plan, Dr. Carter may sell up to
25,000 shares of common stock every three months, provided the price exceeds a
specified price per share. Dr. Carter has entered into the Plan for personal
financial planning reasons. The total number of shares that may be sold under
the Plan represents approximately 6.7% of Dr. Carter's total holdings of the
Company's common stock, including vested and unvested stock options for the
purchase of the Company's common stock.
James A. Johnson, Senior Vice President and Chief Financial Officer, and
Jan K. Ohrstrom, Senior Vice President of Commercial Operations, have entered
into similar plans, pursuant to which they may sell up to 5,500 and 7,000
shares, respectively, every three months beginning February 14, 2005. The total
number of shares that may be sold under such plans represents approximately 5.6%
and 7.5%, respectively, of Mr. Johnson's and Dr. Ohrstrom's total holdings of
the Company's common stock, including vested and unvested stock options for the
purchase of the Company's common stock.
It is possible that other executive officers of the Company may enter into
similar plans in the future.
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Item 9.01. Financial Statements and Exhibits.
(c) 99.1 Press Release dated February 10, 2005
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SIGNATURE
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.
ZYMOGENETICS, INC.
Dated: February 11, 2005 By /s/ James A. Johnson
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James A. Johnson
Senior Vice President,
Chief Financial Officer
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Exhibit Index
99.1 Press Release issued February 10, 2005
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