UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
SIRTRIS
PHARMACEUTICALS, INC.
(Name of Subject Company)
SIRTRIS
PHARMACEUTICALS, INC.
(Name of Person(s) Filing Statement)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
82968A105
(CUSIP Number of Common Stock)
Christoph Westphal, M.D., Ph.D.
President and Chief Executive Officer
200 Technology Square
Cambridge, MA 02139
(617) 252-6920
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Marc Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 (this Amendment) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed on May 2, 2008 (the Statement), by Sirtris
Pharmaceuticals, Inc., a Delaware corporation (the Company). The Statement relates to the cash
tender offer by Fountain Acquisition Corporation, a Delaware corporation (Purchaser) and a
wholly-owned subsidiary of SmithKline Beecham Corporation, a Pennsylvania corporation (SKB) and
an indirect wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized
under the laws of England and Wales (GSK), disclosed in a Tender Offer Statement on Schedule TO
dated May 2, 2008 (the Schedule TO), filed with the Securities and Exchange Commission, to
purchase all of the outstanding shares of common stock, par value $0.001, of the Company (the
Shares), at a price of $22.50 per Share, net to the seller in cash, without interest thereon and
less any required withholding taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 2, 2008, and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the Offer), which were annexed to
and filed with the Statement as Exhibits (a)(2) and (a)(3) thereto. Except as otherwise set forth
below, the information set forth in the Statement remains unchanged and is incorporated by
reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to such terms in the Statement.
Item 8. Additional Information.
Item 8 is hereby amended and supplemented by adding the following text to the end of Item 8:
(h)
Expiration of Offering Period; Completion of Offer
.
On June 2, 2008, GSK issued a press release announcing the expiration of the offering period
and the successful completion of the Offer, which is filed as Exhibit (e)(13) hereto and is
incorporated herein by reference. GSK and Purchaser have advised the Company that, as of the
expiration of the initial offering period at 12:00 Midnight, New York City time, on Friday, May 30,
2008, a total of approximately 28,931,756 Shares were validly tendered to Purchaser and not
withdrawn, representing approximately 97.4% of the Shares outstanding. Purchaser has accepted for
payment all Shares that were validly tendered during the initial offering period, and payment for
such Shares will be made promptly, in accordance with the terms of the Offer.
Item 9. Exhibits.
The following Exhibits are filed with this Schedule 14D-9:
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Exhibit No.
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Description
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(e)(13)
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Press release issued by GSK on June 2, 2008 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO)
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