UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
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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 June 30, 2003 | ||
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number: 0-19700 | ||
AMYLIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 33-0266089 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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9360 Towne Centre Drive, San Diego, California |
| 92121 |
(Address of principal executive offices) |
| (Zip code) |
(858) 552-2200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Outstanding at January 29, 2004 |
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Common Stock, $.001 par value |
| 93,675,290 |
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AMYLIN PHARMACEUTICALS, INC.
TABLE OF CONTENTS
Exhibit 10.56 |
Exhibit 31.3 |
Exhibit 31.4 |
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AMYLIN PHARMACEUTICALS, INC.
The Company is filing this Amendment No. 1 on Form 10-Q/A to amend Exhibit 10.56 to the Company’s Form 10-Q originally filed on August 14, 2003 (the “Form 10-Q”). No revisions have been made to the Company’s financial statements or any other disclosure contained in the Form 10-Q.
ITEM 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included as part of this report:
Exhibit Number |
| Description |
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3.1 |
| Amended and Restated Certificate of Incorporation (filed as an exhibit to our registration statement on Form S-1 (File No. 333-44195) or amendments thereto and incorporated herein by reference) |
3.2 |
| Second Amended and Restated Bylaws (filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and incorporated herein by reference) |
3.3 |
| Certificate of Amendment of Amended and Restated Certificate of Incorporation (filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference) |
3.4 |
| Certificate of Designation of Series A Junior Participating Preferred Stock (filed as an exhibit to our Current Report on Form 8-K filed on June 18, 2002 and incorporated herein by reference) |
4.4 |
| Indenture, dated as of June 23, 2003, between the registrant and J.P. Morgan Trust Company, National Association (as Trustee)(1) |
4.5 |
| Form of 2.25% Convertible Senior Note due 2008(1) |
4.6 |
| Registration Rights Agreement, dated as of June 23, 2003, between the registrant and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated(1) |
10.55 |
| Security Agreement, dated June 30, 2003, between the registrant and Eli Lilly and Company(1) |
10.56 |
| Device Development and Manufacturing Agreement, dated July 1, 2003, between the registrant and Eli Lilly and Company*(1) |
10.57 |
| Employment agreement, dated May 20, 2003, between the registrant and Julia R. Brown †*(1) |
31.1 |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended(1) |
31.2 |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended(1) |
31.3 |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, related to this Amendment No. 1 to Form 10-Q. |
31.4 |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, related to this Amendment No. 1 to Form 10-Q. |
32.1 |
| Certifications Pursuant to U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002(1) |
(b) Reports on Form 8-K:
1. The Company filed a Current Report on Form 8-K, dated May 7, 2003, which included the Company’s press release announcing its financial results for the first quarter ended March 31, 2003.
2. The Company filed a Current Report on Form 8-K, dated June 16, 2003, which included the Company’s press release announcing a proposed offering of $150 million of convertible senior notes due June 30, 2008.
3. The Company filed a Current Report on Form 8-K, dated June 18, 2003, which included the Company’s press release announcing the pricing of a private placement of $150 million aggregate principal amount of 2.25% convertible senior notes due June 30, 2008.
† Indicates management or compensatory plan or arrangement required to be identified.
* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed
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separately with the Securities and Exchange Commission.
(1) Previously filed as an exhibit to Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
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.
| Amylin Pharmaceuticals, Inc. | ||
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Date: February 9, 2004 | By: | /s/ MARK G. FOLETTA |
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| Mark G. Foletta, |
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| Vice President Finance and |
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| (on behalf of the registrant and as the |
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