Attached files
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| EX-10.4 - EX-10.4 - AUXILIUM PHARMACEUTICALS INC | a12-25893_1ex10d4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2012 | ||
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OR | ||
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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: 000-50855
Auxilium Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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23-3016883 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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incorporation or organization) |
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40 Valley Stream Parkway, Malvern, PA 19355
(Address of principal executive offices) (Zip Code)
(484) 321-5900
(Registrant’s telephone number, including area code)
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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 24, 2012, the number of shares outstanding of the issuer’s common stock, $0.01 par value, was 49,219,241.
Explanatory Note:
The registrant is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on July 31, 2012 (the “Form 10-Q”), solely for the purpose of filing Exhibit 10.4 hereto, to which the registrant has restored certain information previously redacted from the version of such exhibit that was filed with the Form 10-Q. No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q (except the information restored to Exhibit 10.4 filed herewith).
PART II. OTHER INFORMATION
Item 6. Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Fifth Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 16, 2004, File No. 000-50855, and incorporated by reference herein). |
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3.2^ |
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Amended and Restated Bylaws of the Registrant as amended on June 21, 2012. |
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10.1* |
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Registrant’s 2004 Equity Compensation Plan, amended and restated effective as of June 21, 2012 (filed as Appendix A to the Registrant’s Definitive Proxy Statement, dated April 27, 2012, for its 2012 Annual Meeting of Stockholders, and incorporated by reference herein). |
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10.2^* |
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Registrant’s Amended and Restated Board Compensation Program effective June 21, 2012. |
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10.3^* |
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Form of Restricted Stock Grant Agreement for performance awards under the Registrant’s 2004 Equity Compensation Plan. |
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10.4†# |
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Co-promotion Agreement, dated May 18, 2012, between GlaxoSmithKline LLC and the Registrant. |
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10.5^ |
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Agreement of Lease, dated July 16, 2012, between Chesterbrook Partners, LP, as landlord, and the Registrant, as tenant. |
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10.6^* |
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Amended and Restated Employment Agreement, dated July 19, 2012, by and between the Registrant and Mark A. Glickman |
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31.1^ |
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Certification of Adrian Adams, the Registrant’s Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a). |
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31.2^ |
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Certification of James E. Fickenscher, the Registrant’s Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a). |
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32^ |
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Certification of Adrian Adams, the Registrant’s Principal Executive Officer, and James E. Fickenscher, the Registrant’s Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
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101.INS§^ |
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XBRL Instance Document |
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101.SCH§^ |
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XBRL Taxonomy Extension Schema Document |
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101.CAL§^ |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB§^ |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE§^ |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF§^ |
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XBRL Taxonomy Extension Definition Linkbase Document |
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* |
Indicates management contract or compensatory plan or arrangement. |
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# |
Certain information in this exhibit has been omitted pursuant to an Order Granting Confidential Treatment issued by the SEC. |
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XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. |
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† |
Filed herewith. |
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Filed or furnished, as applicable, as an exhibit (with the corresponding exhibit number) to the Registrant’s Quarterly Report on Form 10-Q filed July 31, 2012, File No. 000-50855, to which this Form 10-Q/A is Amendment No. 1. |
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.
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AUXILIUM PHARMACEUTICALS, INC. |
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Date: November 2, 2012 |
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/s/ Adrian Adams |
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Adrian Adams |
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Chief Executive Officer and President |
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(Principal Executive Officer) |
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AUXILIUM PHARMACEUTICALS, INC. |
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Date: November 2, 2012 |
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/s/ James E. Fickenscher |
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James E. Fickenscher |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Fifth Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 16, 2004, File No. 000-50855, and incorporated by reference herein). |
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3.2^ |
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Amended and Restated Bylaws of the Registrant amended as of June 21, 2012. |
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10.1* |
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Registrant’s 2004 Equity Compensation Plan, amended and restated effective as of June 21, 2012 (filed as Appendix A to the Registrant’s Definitive Proxy Statement, dated April 27, 2012, for its 2012 Annual Meeting of Stockholders, and incorporated by reference herein). |
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10.2^* |
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Registrant’s Amended and Restated Board Compensation Program effective June 21, 2012. |
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10.3^* |
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Form of Restricted Stock Grant Agreement for performance awards under the Registrant’s 2004 Equity Compensation Plan. |
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10.4†# |
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Co-promotion Agreement, dated May 18, 2012, between GlaxoSmithKline LLC and the Registrant. |
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10.5^ |
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Agreement of Lease, dated July 16, 2012, between Chesterbrook Partners, LP, as landlord, and the Registrant, as tenant. |
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10.6^* |
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Amended and Restated Employment Agreement, dated July 19, 2012, by and between the Registrant and Mark A. Glickman |
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31.1^ |
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Certification of Adrian Adams, the Registrant’s Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a). |
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31.2^ |
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Certification of James E. Fickenscher, the Registrant’s Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a). |
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32^ |
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Certification of Adrian Adams, the Registrant’s Principal Executive Officer, and James E. Fickenscher, the Registrant’s Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
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101.INS§^ |
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XBRL Instance Document |
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101.SCH§^ |
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XBRL Taxonomy Extension Schema Document |
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101.CAL§^ |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB§^ |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE§^ |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF§^ |
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XBRL Taxonomy Extension Definition Linkbase Document |
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* |
Indicates management contract or compensatory plan or arrangement. |
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# |
Certain information in this exhibit has been omitted pursuant to an Order Granting Confidential Treatment issued by the SEC. |
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† |
Filed herewith. |
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^ |
Filed or furnished, as applicable, as an exhibit (with the corresponding exhibit number) to the Registrant’s Quarterly Report on Form 10-Q filed July 31, 2012, File No. 000-50855, to which this Form 10-Q/A is Amendment No. 1. |
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XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. |