SEC Comment Letter for CYTOKINETICS INC (CYTK) (CIK 0001061983) (CYTK) — Dec 9, 2008
CYTOKINETICS INC (CYTK) (CIK 0001061983)
Date: Dec. 9, 2008 · CIK: 0001061983 · Accession: 0000000000-08-060543
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50633
Letter
Mail Stop 6010 December 9, 2008 Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080
Re: Cytokinetics, Incorporated Form 10-K Filed March 12, 2008 File No. 000-50633
Dear Mr. Blum: We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Patents and Other Intell ectual Property, page 21
1. Please disclose expiration dates of your ma terial patents. Alternatively, you may disclose a range of expiration dates for groups of patents related by technology or product. Option Exercises in 2007, proxy page 31
2. Item 402(g) of Regulation S-K requires di sclosure of both option exercises and stock vested. We note that the disc losure you provide only includes option
exercises from 2007. However, it appear s there are a number of stock option grants outstanding and vesting monthly. Please revise your di sclosure in this table to include the vested stock. Schedule 14A
Executive Compensation, page 23
3. Please revise your discussion to more sp ecifically describe your corporate and each named executive officers’ individua l goals. The description should be quantified to the extent that the goals were quantified. Please disclose the extent to which named executive officers accomplished both corporate and individual goals and explain how you considered these accomplishments when awarding salary in creases, bonuses and stock options. For example:
• You state that, “Salary increases eff ective March 1, 2008, as determined at the Committee’s February 29, 2008 meeting, were based on the 2007 performance of each named executive officer, and were based on a review of each officer’s respective performa nce against both the Company’s goals and the individual’s goals”; and • You state that, “On February 29, 2008, the Committee awarded our executive officers options to purchas e shares of our Common Stock in recognition of their co ntributions during 2007”.
* * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Mike Rosenthall at 202-551-3674 or me at 202-551-3715 with any other questions. Sincerely,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r
Show Raw Text
Mail Stop 6010
December 9, 2008
Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080
Re: Cytokinetics, Incorporated
Form 10-K
Filed March 12, 2008
File No. 000-50633
Dear Mr. Blum:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Patents and Other Intell ectual Property, page 21
1. Please disclose expiration dates of your ma terial patents. Alternatively, you may
disclose a range of expiration dates for groups of patents related by technology or
product.
Option Exercises in 2007, proxy page 31
2. Item 402(g) of Regulation S-K requires di sclosure of both option exercises and
stock vested. We note that the disc losure you provide only includes option
exercises from 2007. However, it appear s there are a number of stock option
grants outstanding and vesting monthly. Please revise your di sclosure in this
table to include the vested stock.
Schedule 14A
Executive Compensation, page 23
3. Please revise your discussion to more sp ecifically describe your corporate and
each named executive officers’ individua l goals. The description should be
quantified to the extent that the goals were quantified.
Please disclose the extent to which named executive officers accomplished both corporate and individual goals and explain how you considered these
accomplishments when awarding salary in creases, bonuses and stock options. For
example:
• You state that, “Salary increases eff ective March 1, 2008, as determined at
the Committee’s February 29, 2008 meeting, were based on the 2007
performance of each named executive officer, and were based on a review of each officer’s respective performa nce against both the Company’s goals
and the individual’s goals”; and
• You state that, “On February 29, 2008, the Committee awarded our
executive officers options to purchas e shares of our Common Stock in
recognition of their co ntributions during 2007”.
* * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Mike Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r