NxStage Medical, Inc. - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - EX-31.1 - NxStage Medical, Inc.	b88510exv31w1.htm
EX-31.2 - EX-31.2 - NxStage Medical, Inc.	b88510exv31w2.htm
EX-10.33 - EX-10.33 - NxStage Medical, Inc.	b88510exv10w33.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-51567

NxStage Medical, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		04-3454702 (I.R.S. Employer Identification No.)

439 S. Union St., 5^th Floor, Lawrence, MA (Address of Principal Executive Offices)		01843 (Zip Code)

(978) 687-4700
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address, and Former Fiscal year, If Changed Since Last Report)

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 þ 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

There were 54,773,880 shares of the registrant’s common stock outstanding as of the close of business on July 29, 2011.

TABLE OF CONTENTS


PART II — OTHER INFORMATION
	Item 6. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-10.33
EX-31.1
EX-31.2

EXPLANATORY NOTE

NxStage Medical, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (the “Quarterly Report”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2011 (the “Original Filing Date”). This Amendment No. 1 is being filed in response to communications with the Commission in connection with a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act’), with respect to Exhibit 10.33 (the “Exhibit”) originally filed with the Quarterly Report. The sole purpose of this Amendment No. 1 is to file a revised redacted version of the Exhibit, which supersedes in its entirety the Exhibit as originally filed with the Quarterly Report. Certain portions of the information that was omitted from the Exhibit as filed with the Quarterly Report have now been included as part of the revised Exhibit.

Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Exchange Act, the certifications of the Company’s principal executive officer and principal financial officer are also attached as exhibits hereto.

PART II — OTHER INFORMATION

Item 6. Exhibits

The following documents are filed as exhibits to this Amendment No. 1 on Form 10-Q/A:


Exhibit
Number
**10.32		Employment Agreement, dated April 25, 2011, between Registrant and Michael Miller, Jr. (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011).

*†10.33		Lease, dated as of June 22, 2011, by and between Registrant and 350 Riverwalk, LLC.

**10.34		Amendment No. 3 to 2005 Stock Incentive Plan of NxStage Medical, Inc.

*31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

**32.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

**32.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


*		Filed herewith.

**		Previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2011 filed with the Securities and Exchange Commission on August 3, 2011.

†		Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.

SIGNATURES

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, thereunto duly authorized.


	NXSTAGE MEDICAL, INC.
	By:	/s/ Robert S. Brown
		Robert S. Brown
		Chief Financial Officer (Duly authorized officer and principal financial and accounting officer)

October 7, 2011

INDEX TO EXHIBITS


Exhibit
Number
**10.32		Employment Agreement, dated April 25, 2011, between Registrant and Michael Miller, Jr. (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011).

*†10.33		Lease, dated as of June 22, 2011, by and between Registrant and 350 Riverwalk, LLC.

**10.34		Amendment No. 3 to 2005 Stock Incentive Plan of NxStage Medical, Inc.

*31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

**32.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

**32.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


*		Filed herewith.

**		Previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2011 filed with the Securities and Exchange Commission on August 3, 2011.

†		Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.

Attached files

Table of Contents

Table of Contents

Table of Contents

Table of Contents

NxStage Medical, Inc. Reports