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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| (Mark One) | |
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007 | |
OR | |
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 0-19410
Sepracor Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | 22-2536587 (IRS Employer Identification No.) | |
84 Waterford Drive, Marlborough, Massachusetts (Address of Principal Executive Offices) | 01752 (Zip Code) | |
(508) 481-6700 Registrant's telephone number, including area code: | ||
Securities registered pursuant to Section 12(b) of the Act:
| | | |
|---|---|---|
| Common Stock, $.10 par value (Title of class) | Nasdaq Global Select Market (Name of Exchange on which Registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
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 ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | 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 ý
The aggregate market value of voting common stock held by nonaffiliates of the registrant based, on the last reported sale price of the common stock on the Nasdaq Global Select Market on June 30, 2007, was approximately $4,398,899,000.
The number of shares outstanding of the registrant's class of common stock as of February 15, 2008 was 107,769,736 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the 2008 Annual Meeting of Stockholders—Part III
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2007, originally filed on February 29, 2008, solely to correct the number of shares of our common stock stated as outstanding on the cover page. Due to our inadvertent inclusion of treasury shares, we incorrectly stated on the cover page of the original filing that the number of our shares of common stock outstanding as of February 15, 2008 was 112,030,558. The correct number of our shares outstanding as of February 15, 2008 was 107,769,736. We have corrected this error by filing this Amendment No. 1 with a corrected cover page.
Item 15. Exhibits and Financial Statement Schedules
3. Exhibits:
The Exhibits listed in the Exhibit Index are filed as part of this Amendment No. 1 to Annual Report on Form 10-K/A.
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.
| | | | ||
|---|---|---|---|---|
| SEPRACOR INC. | ||||
By: | /s/ ADRIAN ADAMS Adrian Adams President and Chief Executive Officer | |||
Date: April 11, 2008
| Exhibit No. | Description | |
|---|---|---|
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
Explanatory Note
PART IV
SIGNATURES
Exhibit Index