UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
or
| ¨ | 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 0-19825
SciClone Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3116852 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
950 Tower Lane Foster City, California | 94404 | |
| (Address of principal executive offices) | (Zip Code) | |
(650) 358-3456
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.001 par value | The NASDAQ Global Market of the NASDAQ Stock Market Inc. | |
| (Title of Class) | (Name of each 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 ¨ No x
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 ¨ No x
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 ¨
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 this Form 10-K. x
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¨ Accelerated filer x Non-accelerated filer¨ Small Reporting Company¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the year ended December 31, 2008 as originally filed with the Securities and Exchange Commission on March 13, 2009 (the “Original Filing”) solely to add the stock performance graph required pursuant to Part II, Item 5 of Form 10-K. The Amendment does not otherwise amend, modify or update the Original Filing in any respect. The Amendment does not reflect events that have occurred subsequent to the filing of the Original Filing and, accordingly, the Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original Filing.
PART II
| Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Performance Graph
The following line graph compares the annual percentage change in (i) the cumulative total stockholder return on the Company’s Common Stock since December 31, 2003, with (ii) the cumulative total return on (a) The NASDAQ Composite Index and (b) the NASDAQ Biotechnology Index. The comparison assumes (i) an investment of $100 on December 31, 2003 in each of the foregoing indices and (ii) reinvestment of dividends, if any. The stock price performance shown on the graph below is not necessarily indicative of future stock price performance.
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
Item 15 (b). Exhibits.
Exhibits (numbered in accordance with Item 601 of Regulation S-K):
Exhibit Number | Description | |
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer. | |
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer. | |
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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.
| SCICLONE PHARMACEUTICALS, INC. | ||
| By: | /S/ FRIEDHELM BLOBEL, PH.D. | |
Friedhelm Blobel, Ph.D. President and Chief Executive Officer (Principal Executive Officer) | ||
Date: April 27, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ FRIEDHELM BLOBEL, PH.D. Friedhelm Blobel, Ph.D. | President and Chief Executive Officer, Director (Principal Executive Officer) | April 27, 2009 | ||
/S/ GARY S. TITUS Gary S. Titus | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Executive Officer) | April 27, 2009 | ||
/S/ JOHN D. BAXTER, M.D.* John D. Baxter, M.D. | Director | April 27, 2009 | ||
/S/ ROBERTO CAMERINI, M.D. Roberto Camerini, M.D. | Director | April 27, 2009 | ||
/S/ RICHARD J. HAWKINS* Richard J. Hawkins | Director | April 27, 2009 | ||
/S/ ROLF H. HENEL* Rolf H. Henel | Director | April 27, 2009 | ||
/S/ TREVOR M. JONES, PH.D. Trevor M. Jones, Ph.D. | Director | April 27, 2009 | ||
/S/ GREGG A. LAPOINTE Gregg A. Lapointe | Director | April 27, 2009 | ||
/S/ IRA D. LAWRENCE, M.D.* Ira D. Lawrence, M.D. | Director | April 27, 2009 | ||
/S/ JON S. SAXE* Jon S. Saxe | Director | April 27, 2009 | ||
/S/ DEAN S. WOODMAN* Dean S. Woodman | Chairman of the Board | April 27, 2009 | ||
| *By: | /S/ GARY S. TITUS | |
| Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit Number | Description | |
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer. | |
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer. | |
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