UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2010
OR
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| 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 000-31191
THE MEDICINES COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware | | 04-3324394 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
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| 8 Sylvan Way | | 07054 |
| Parsippany, New Jersey | | (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code:(973) 290-6000
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.
Yesþ Noo
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).
Yesþ Noo
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 “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filero | | Accelerated filerþ | | Non-accelerated filero | | Smaller reporting companyo |
| | | | | (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).
Yeso Noþ
As of August 5, 2010, there were 53,341,594 shares of Common Stock, $0.001 par value per share, outstanding.
THE MEDICINES COMPANY
TABLE OF CONTENTS
Explanatory Note
The Medicines Company is filing this Amendment No. 1 (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission (“SEC”) on August 9, 2010, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak 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 any related disclosures made in the Form 10-Q.
Part II. Other Information
Exhibits
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this quarterly report, which Exhibit Index is incorporated herein by this reference.
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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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| | THE MEDICINES COMPANY
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| Date: August 17, 2010 | By: | /s/ Glenn P. Sblendorio | |
| | | Glenn P. Sblendorio | |
| | | Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer) | |
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EXHIBIT INDEX
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| Exhibit Number | | Description |
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| 10.1†* | | Second Amendment to License Agreement dated as of June 1, 2010 between AstraZeneca AB and the registrant (filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) |
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| 10.2 | | The Medicines Company’s 2010 Employee Stock Purchase Plan (incorporated by reference to Appendix I to the registrant’s definitive proxy statement, dated and filed with the Securities and Exchange Commission on April 30, 2010, for the registrant’s 2010 Annual Meeting of Stockholders). |
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| 10.3 | | The Medicines Company’s 2004 Amended and Restated Stock Incentive Plan, as amended (incorporated by reference to Appendix II to the registrant’s definitive proxy statement, dated and filed with the Securities and Exchange Commission on April 30, 2010, for the registrant’s 2010 Annual Meeting of Stockholders). |
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| 31.1* | | Chairman and Chief Executive Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) |
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| 31.2* | | Chief Financial Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) |
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| 32.1* | | Chairman and Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) |
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| 32.2* | | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) |
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| 101.INS** | | XBRL Instance Document |
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| 101.SCH** | | XBRL Taxonomy Extension Schema |
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| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF** | | XBRL Taxonomy Extension Definition Linkbase |
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| 101.LAB** | | XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase |
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| † | | Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission Unless otherwise indicated, the exhibits incorporated herein by reference were filed under Commission file number 000-31191. |
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| * | | Previously filed or furnished, as applicable, with the registrant’s Form 10-Q as filed on August 9, 2010 |
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| ** | | Furnished with this Form 10-Q/A |
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