Attached files
| file | filename |
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| EX-10.3 - EXHIBIT 10.3 - DYAX CORP | a50671339ex103.htm |
| EX-31.1 - EXHIBIT 31.1 - DYAX CORP | a50671339ex311.htm |
| EX-10.2 - EXHIBIT 10.2 - DYAX CORP | a50671339ex102.htm |
| EX-31.2 - EXHIBIT 31.2 - DYAX CORP | a50671339ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 March 31, 2013
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Or
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to .
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Commission File No. 000-24537
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DYAX CORP.
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(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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04-3053198
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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55 Network Drive
Burlington, MA 01803
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(Address of Principal Executive Offices)
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(617) 225-2500
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(Registrant’s Telephone Number, including Area Code)
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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 it 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 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):
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | 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
Number of shares outstanding of Dyax Corp.’s Common Stock, par value $0.01, as of April 22, 2013: 100,254,556
EXPLANTORY NOTE
This Amendment No. 1 amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 of Dyax Corp. (the “Company”), which was filed with the Securities and Exchange Commission on May 2, 2013 (the “Original Filing”). The Company is filing this Amendment No. 1 for the sole purpose of including certain previously redacted information in Exhibits 10.2 and 10.3. Except for Part II, Item 6, Amendment No. 1 does not include the text of the Original Filing, and does not update or modify any of the disclosures or other information contained in the Original Filing.
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Item 6 – EXHIBITS
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EXHIBIT
NO.
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DESCRIPTION
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3.1
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Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference.
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Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on May 13, 2011 and incorporated herein by reference.
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| 3.3 |
Amended and Restated By-laws of the Company. Filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference.
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| 10.1 |
Consulting Agreement by and between the Company and Ivana Magovcevic-Liebisch dated as of March 29, 2013. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-24537) filed on March 29, 2013 and incorporated herein by reference.
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10.2†
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Hub Services Agreement by and between the Company and US Bioservices Corporation dated as of February 13, 2013. Filed herewith.
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10.3†
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Commercial Outsourcing Services Agreement by and between the Company and Integrated Commercialization Solutions, Inc. dated as of February 12, 2013. Filed herewith.
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31.1
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Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith.
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31.2
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Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith.
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†
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This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
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DYAX CORP.
SIGNATURE
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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DYAX CORP.
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Date: July 17, 2013
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/s/ George Migausky
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| George Migausky | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
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(Principal Financial and Accounting Officer)
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Dyax Corp.
Exhibit Index
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EXHIBIT
NO.
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DESCRIPTION
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3.1
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Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference.
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| 3.2 |
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on May 13, 2011 and incorporated herein by reference.
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| 3.3 |
Amended and Restated By-laws of the Company. Filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference.
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| 10.1 |
Consulting Agreement by and between the Company and Ivana Magovcevic-Liebisch dated as of March 29, 2013. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-24537) filed on March 29, 2013 and incorporated herein by reference.
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10.2†
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Hub Services Agreement by and between the Company and US Bioservices Corporation dated as of February 13, 2013. Filed herewith.
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10.3†
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Commercial Outsourcing Services Agreement by and between the Company and Integrated Commercialization Solutions, Inc. dated as of February 12, 2013. Filed herewith.
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31.1
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Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith.
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31.2
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Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith.
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†
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This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
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