Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - INSULET CORP | b83073exv10w1.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 2
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-33462
INSULET CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 04-3523891 | |
| (State or Other Jurisdiction of Incorporation or | (I.R.S. Employer Identification No.) | |
| Organization) | ||
| 9 Oak Park Drive | ||
| Bedford, Massachusetts | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (781) 457-5000
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
As of May 5, 2010, the registrant had 37,944,711 shares of common stock outstanding.
Table of Contents
EXPLANATORY NOTE
Insulet Corporation (“Insulet”) is filing this Amendment No. 2 to its Quarterly Report on Form
10-Q (the “Original Report”) solely to re-file Exhibit 10.1 to the Original Report in response to
the resolution of a confidential treatment request submitted to the Securities and Exchange
Commission with respect to Exhibit 10.1 of Item 6 of Part II of the Original Report, which is
hereby amended to include a revised redacted version of Exhibit 10.1.
No other changes have been made to the Original Report. This Amendment No.2 speaks as of the
original filing date of the Original Report on Form 10-Q and does not reflect any events that
occurred at a date subsequent to the filing of the Original Report or modify or update those
disclosures therein in any way. Accordingly, this Amendment No. 2 should be read in conjunction
with Insulet’s filings made with the SEC subsequent to the filing of the Original Report, including
any amendment to the Original Report.
TABLE OF CONTENTS
| PART II — OTHER INFORMATION | ||||||||
| Item 6. Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-10.1 | ||||||||
Table of Contents
PART II — OTHER INFORMATION
Item 6. Exhibits
| Exhibit | ||
| Number | Description of Document | |
10.1*+
|
Distribution Agreement dated January 4, 2010 by and between Insulet Corporation and Ypsomed Distribution AG. | |
10.2**
|
Insulet Corporation Amended and Restated 2007 Employee Stock Purchase Plan. | |
31.1***
|
Certification of Duane DeSisto, President and Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2***
|
Certification of Brian Roberts, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1***
|
Certification of Duane DeSisto, President and Chief Executive Officer, and Brian Roberts, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| * | Portions of this exhibit have been redacted pursuant to a request for confidential treatment submitted to the Securities Exchange Commission | |
| * | Filed herewith. | |
| ** | Previously filed with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010. | |
| *** | Previously filed with the Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2010. | |
| + | Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION (Registrant) |
||||
| Date: October 22, 2010 | /s/ Duane DeSisto | |||
| Duane DeSisto | ||||
| President and Chief Executive Officer (Principal Executive Officer) |
||||
| Date: October 22, 2010 | /s/ Brian Roberts | |||
| Brian Roberts | ||||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Document | |
10.1*+
|
Distribution Agreement dated January 4, 2010 by and between Insulet Corporation and Ypsomed Distribution AG. | |
10.2**
|
Insulet Corporation Amended and Restated 2007 Employee Stock Purchase Plan. | |
31.1***
|
Certification of Duane DeSisto, President and Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2***
|
Certification of Brian Roberts, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1***
|
Certification of Duane DeSisto, President and Chief Executive Officer, and Brian Roberts, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| * | Portions of this exhibit have been redacted pursuant to a request for confidential treatment submitted to the Securities Exchange Commission | |
| * | Filed herewith. | |
| ** | Previously filed with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010. | |
| *** | Previously filed with the Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2010. | |
| + | Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |