UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012
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 0-23272
NPS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 87-0439579 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
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550 Hills Drive, Bedminster, New Jersey |
| 07921 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(908) 450-5300
(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 at least the past 90 days. YES x NO o
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 o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” and large “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
| Accelerated filer o |
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Non-accelerated filer o |
| 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 x
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date is as follows:
Class |
| Outstanding at November 6, 2012 |
Common Stock $.001 par value |
| 86,647,326 |
EXPLANATORY NOTE
The sole purpose of this Form 10-Q/A is to file a revised Exhibit 10.02 to the Registrant’s Form 10-Q that was originally filed with the Securities and Exchange Commission on November 9, 2012. Certain portions of Exhibit 10.2 that were previously redacted in the original filing have been unredacted. In addition, at the request of the Securities and Exchange Commission, Appendices 10 and 11 have been attached to Exhibit 10.2.
NPS PHARMACEUTICALS, INC.
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EXHIBIT 10.2 |
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EXHIBIT 31.1 |
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EXHIBIT 31.2 |
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OTHER INFORMATION
Exhibit |
| Description of Document |
10.1* |
| Change in Control Severance Pay Plan, as amended on August 20, 2012 |
10.2**(1) |
| Commercial Manufacturing Agreement dated as of December 21, 2009, by and between the Registrant and Vetter Pharma International GmbH |
10.3+* |
| Employment Agreement with Glenn Melrose |
31.1** |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2** |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32*** |
| Section 1350 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer |
101.INS(2) |
| XBRL Instance Document |
101.SCH(2) |
| XBRL Taxonomy Extension Schema Document |
101.CAL(2) |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF(2) |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB(2) |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE(2) |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* |
| Previously filed. |
** |
| Filed herewith. |
*** |
| Previously furnished. |
+ |
| Management contract, compensatory plan or arrangement. |
(1) |
| Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. |
(2) |
| This exhibit was previously furnished and is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of NPS Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date it was furnished and irrespective of any general incorporation language contained in such filing. |
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.
| NPS PHARMACEUTICALS, INC. | |
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Date: January 15, 2013 | By: | /s/ Francois Nader |
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| Francois Nader, |
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Date: January 15, 2013 | By: | /s/ Luke M. Beshar |
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| Luke M. Beshar, |
EXHIBIT INDEX
Exhibit |
| Description of Document |
10.1* |
| Change in Control Severance Pay Plan, as amended on August 20, 2012 |
10.2**(1) |
| Commercial Manufacturing Agreement dated as of December 21, 2009, by and between the Registrant and Vetter Pharma International GmbH |
10.3+* |
| Employment Agreement with Glenn Melrose |
31.1** |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2** |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32*** |
| Section 1350 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer |
101.INS(2) |
| XBRL Instance Document |
101.SCH(2) |
| XBRL Taxonomy Extension Schema Document |
101.CAL(2) |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF(2) |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB(2) |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE(2) |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* |
| Previously filed. |
** |
| Filed herewith. |
*** |
| Previously furnished. |
+ |
| Management contract, compensatory plan or arrangement. |
(1) |
| Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. |
(2) |
| This exhibit was previously furnished and is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of NPS Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date it was furnished and irrespective of any general incorporation language contained in such filing. |