UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(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, 2006
| ¨ | 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 0-33407
Abraxis BioScience, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 68-0389419 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
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11777 San Vicente Blvd., #550, Los Angeles, CA | | 90049 |
| (Address of principal executive offices) | | (Zip Code) |
(310) 826-8505
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, 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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer þ Accelerated Filer ¨ Non-Accelerated Filer ¨
Indicate by check mark whether the registrant is a shell company (as determined by rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of August 6, 2006, the registrant had 165,625,724 shares of $0.001 par value common stock outstanding.
Description
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| 2.1(12) | | Agreement and Plan of Merger, dated as of November 27, 2005, by and among American Pharmaceutical Partners, Inc., American BioScience, Inc. and, with respect to specified matters, Patrick Soon-Shiong and certain other ABI shareholders |
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| 3.1(1) | | Amended and Restated Certificate of Incorporation of the Registrant |
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| 3.2(1) | | Bylaws of the Registrant |
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| 3.3(13) | | Certificate of Merger of American BioScience, Inc. into American Pharmaceutical Partners, Inc., dated April 18, 2006 |
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| 4.1 | | Reference is made to Exhibits 3.1, 3.2 and 3.3 |
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| 4.2(13) | | Specimen Stock Certificate of the Registrant |
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| 4.3(3) | | First Amended Registration Rights Agreement, dated as of June 1, 1998, between the Registrant and certain holders of the Registrant’s capital stock |
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| 4.4(13) | | Registration Rights Agreement, dated April 18, 2006, by and among APP, Patrick Soon-Shiong and certain other ABI shareholders set forth therein |
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| 4.5(13) | | Corporate Governance and Voting Agreement, dated April 18, 2006, by and among APP, Patrick Soon-Shiong and certain other ABI shareholders set forth therein |
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| 10.1(4) | | Form of Indemnification Agreement between the Registrant and each of its executive officers and directors |
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| 10.2(3) | | 1997 Stock Option Plan |
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| 10.3(11) | | 2001 Stock Incentive Plan, including forms of agreements thereunder |
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| 10.4(3) | | 2001 Employee Stock Purchase Plan, including forms of agreements thereunder |
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| 10.5(3) | | Lease Agreement dated December 4, 2000, between the Registrant and AMB Property II, L.P. |
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| 10.6(4) | | Tax Sharing and Indemnification Agreement dated July 25, 2001, between the Registrant and American BioScience |
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| 10.7(4) | | Agreement, dated as of July 25, 2001, between the Registrant and American BioScience |
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| 10.8(2) | | License Agreement, dated as of November 20, 2001, between the Registrant and American BioScience |
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| 10.9(7) | | Lease Agreement between Manufacturers Life Insurance Company (U.S.A.) and the Registrant for 1501 E. Woodfield Road, Suite 300 East in Schaumburg, Illinois, known as Schaumburg Corporate Center |
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| 10.10(5) | | Agreement dated as of March 11, 2004, between the Registrant and American BioScience |
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| 10.11(6) | | Credit Agreement dated September 2, 2004 among the Registrant, Fifth Third Bank, Wachovia Bank, and various lenders |
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| 10.12(7) | | Description of the 2005 Corporate Bonus Plan |
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| 10.13(7) | | 2005 Base Salaries for Named Executive Officers |
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| 10.14(8) | | Description of Non-Employee Director Cash Compensation Program |
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| 10.15(8) | | Amended and Restated 2001 Non-Employee Director Option Program |
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| 10.16(9) | | Total Commitment Increase Agreement and First Amendment to Credit Agreement, dated August 2, 2005 |
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| 10.17(10) | | American BioScience, Inc. Restricted Stock Unit Plan I, including a form of agreement thereunder |
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| 10.18(10) | | American BioScience, Inc. Restricted Stock Unit Plan II, including a form of agreement thereunder |
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| 10.19(13) | | Escrow Agreement, dated April 18, 2006, by and among APP, Patrick Soon-Shiong and Fifth Third Bank |
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| 10.10(13) | | Credit Agreement dated April 18, 2006 among the Registrant, Fifth Third Bank, Wachovia Bank, and various lenders |
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| 10.11(13) | | Purchase and Sale Agreement, dated April 24, 2006, between the Registrant and Pfizer Inc. |
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| 10.12 | | Employment Agreement, dated January 25, 2006, between the Registrant and Carlo Montagner. |
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| 10.13* | | Co-Promotion Strategic Marketing Services Agreement, dated April 26, 2006, between the Registrant and AstraZeneca UK Limited |
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| 10.14* | | Asset Purchase Agreement, dated April 26, 2006, between the Registrant and AstraZeneca UK Limited |
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| 10.15* | | Amendment to the Asset Purchase Agreement, dated June 28, 2006, between the Registrant and AstraZeneca UK Limited. |
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| 10.16 | | Agreement, dated April 18, 2006, between Registrant and RSU LLC. |
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| 10.17* | | Manufacturing and Supply Agreement, dated June 28, 2006 between the Registrant and AstraZenecca LP. |
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| 10.18* | | Manufacturing and Supply Agreement, dated June 28, 2006 between the Registrant and AstraZenecca Pharmaceuticals LP. |
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| 10.19(14) | | Employment Agreement, dated July 3, 2006, between the Registrant and Lisa Gopalakrishnan |
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| 31.1(15) | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2(15) | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1(15) | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2(15) | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002 |
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Description
| (1) | Incorporated by reference to Registrant’s Registration Statement filed on Form S-1/A, file number 333-70900, filed with the Securities and Exchange Commission on December 11, 2001. |
| (2) | Incorporated by reference to Registrant’s Registration Statement filed on Form S-1/A, file number 333-70900, filed with the Securities and Exchange Commission on December 13, 2001. |
| (3) | Incorporated by reference to Registrant’s Registration Statement filed on Form S-1, file number 333-70900, filed with the Securities and Exchange Commission on October 3, 2001. |
| (4) | Incorporated by reference to Registrant’s Registration Statement filed on Form S-1/A, file number 333-70900, filed with the Securities and Exchange Commission on November 20, 2001. |
| (5) | Incorporated by reference to the Registrant’s report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2004. |
| (6) | Incorporated by reference to the Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2004. |
| (7) | Incorporated by reference to the Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2005. |
| (8) | Incorporated by reference to the Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2005. |
| (9) | Incorporated by reference to the Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2005. |
| (10) | Incorporated by reference to Registrant’s Registration Statement filed on Form S-8, file number 333-133364, filed with the Securities and Exchange Commission on April 18, 2006. |
| (11) | Incorporated by reference to the Registrant’s Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on April 29, 2005. |
| (12) | Incorporated by reference to the Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2005. |
| (13) | Incorporated by reference to Registrant’s report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006. |
| (14) | Incorporated by reference to Registrant’s report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2006. |
| (15) | Incorporated by reference to Registrant’s report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2006. |
| * | Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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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| ABRAXIS BIOSCIENCE, INC. |
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By: | | /s/ PATRICK SOON-SHIONG |
| | Patrick Soon-Shiong |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
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By: | | /s/ Lisa Gopalakrishnan |
| | Lisa Gopalakrishnan |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Date: August 10, 2006
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