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): July 10, 2006
CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-27406
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94-3173928 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(650) 843-2800
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
On July 10, 2006, Connetics Corporation, or the Company, commenced a solicitation of consents from
holders of record at the close of business on July 7, 2006 of its outstanding 2.25% Convertible Senior Notes due 2008
(the “2008 Notes”) and 2.00% Convertible Senior Notes due 2015 (the “2015 Notes”, and together
with the 2008 Notes, the “Notes”) to amendments of certain reporting requirements in the indentures
governing the Notes and waivers of defaults and events of defaults related to such reporting
requirements. The proposed amendments to the indentures provide the Company with additional time
to comply with these reporting requirements and require consent of the holders of a majority in
aggregate principal amount of the outstanding 2008 Notes or 2015 Notes, as applicable. The consent
solicitation is scheduled to expire at 5:00 p.m. New York City time on July 19, 2006, unless extended or
terminated by the Company. A copy of the Consent Solicitation Statement, dated as of July 10,
2006, describing the terms and conditions of the consent and the proposed amendments is attached
hereto as Exhibit 99.1. A copy of the press release announcing the commencement of the Consent
Solicitation is attached hereto as Exhibit 99.2.
Limitation on Incorporation by Reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of
this report, or included as exhibits in Item 9.01 of this report, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing. The information set forth in
Item 7.01of this report, or included as exhibits in Item 9.01 of this report, shall not be deemed
an admission as to the materiality of any information in this report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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99.1
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Consent Solicitation Statement, dated July 10, 2006 |
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99.2
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Press Release, dated July 10, 2006 |