UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended June 30, 2012 |
OR
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For transition period from to |
Commission File Number: 000-19756
PDL BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3023969 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
932 Southwood Boulevard
Incline Village, Nevada 89451
(Address of principal executive offices and Zip Code)
(775) 832-8500
(Registrant’s telephone number, including area code)
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 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). Yes x No ¨
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (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) Yes ¨ No x
As of July 27, 2012, there were 139,931,204 shares of the Registrant’s Common Stock outstanding.
EXPLANATORY NOTE
PDL BioPharma, Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A (this Amendment No. 1) to amend the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the Quarterly Report), as originally filed with the Securities and Exchange Commission (the Commission) on August 2, 2012 (the Original Filing Date). This Amendment No. 1 is being filed solely to amend Exhibit 10.1 (the Exhibit) originally filed with the Quarterly Report. The Company sought confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), and 17 C.F.R. Section 200.80(b)(4), for portions of the Exhibit and, following correspondence and conversations with the Staff of the Commission’s Division of Corporate Finance, is re-filing the Exhibit to address comments the Company received from the Staff in response to its request for confidential treatment.
The Exhibit filed herewith supersedes in its entirety the Exhibit originally filed with the Quarterly Report. Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements are being filed with this Amendment No. 1.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
| 10.1*† | Credit Agreement between the Company and Merus Labs International, Inc., dated July 10, 2012 |
| 10.2#,## | Offer Letter between the Company and Bruce Tomlinson, dated April 20, 2012 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed April 27, 2012) |
| 12.1## | Ratio of Earnings to Fixed Charges |
| 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 32.1**## | Certification by the Principal Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) |
| 32.2**## | Certification by the Principal Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) |
| 101.INS## | XBRL Instance Document |
| 101.SCH## | XBRL Taxonomy Extension Schema |
| 101.CAL## | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF## | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB## | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE## | XBRL Taxonomy Extension Presentation Linkbase |
| * | Filed herewith. |
| ** | This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. |
| † | Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 24b-2. |
| # | Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)3. |
| ## | Previously filed. |
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.
Dated: May 23, 2013 PDL BIOPHARMA, INC. (REGISTRANT) | ||
| /s/ John P. McLaughlin | ||
| John P. McLaughlin | ||
President and Chief Executive Officer (Principal Executive Officer) | ||
| /s/ Peter S. Garcia | ||
| Peter S. Garcia | ||
| Vice President, Chief Financial Officer and Chief Accounting Officer | ||
| (Principal Financial Officer) | ||