UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
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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 period ended March 31, 2003 | ||
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Or | ||
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| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from to . | ||
Commission File No. 000-24537
DYAX CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE |
| 04-3053198 |
(State of Incorporation) |
| (I.R.S. Employer Identification Number) |
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300 TECHNOLOGY SQUARE, CAMBRIDGE, MA 02139 | ||
(Address of Principal Executive Offices) | ||
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(617) 225-2500 | ||
(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 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 o NO ý
Number of shares outstanding of Dyax Corp.’s Common Stock, par value $0.01, as of May 1, 2003: 24,475,658.
EXPLANATORY NOTE
Dyax Corp. (the “Company”) is filing this amendment in response to comments received from the Securities and Exchange Commission regarding the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, which was originally filed on May 7, 2003 (the “Quarterly Report”). This report (i) adds “Item 5. Other Information” to Part II of the Quarterly Report and (ii) re-files Exhibit 10.1 reincorporating certain language that was originally redacted when Exhibit 10.1 was initially filed with the Quarterly Report. This report continues to speak as of the date of the original filing, and the Company has not updated the disclosure in this report to speak as of a later date. All information contained in this report and the original filing is subject to updating and supplementing as provided in the Company’s periodic reports filed with the Securities and Exchange Commission.
PART II
OTHER INFORMATION
Item 5 – Other Information.
Under its January 3, 2003 Amendment Agreement with Cambridge Antibody Technology Limited, the Company will have to pay, in addition to royalties on any net sales, the following aggregate fees and development milestone payments: up to $5.4 million for each product license for therapeutic antibodies, and up to $1.4 million for each product license for diagnostic antibody products; provided, however, that for each type of license, there are circumstances in which the aggregate fees and development milestones payable by the Company may be less.
Item 6 – Exhibits and Reports on Form 8-K
(a) - Exhibits
EXHIBIT NO. |
| DESCRIPTION |
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3.1 |
| Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference. |
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3.2 |
| Amended and Restated By-laws of the Company. Filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference. |
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3.3 |
| Certificate of Designations Designating the Series A Junior Participating Preferred Stock of the Company. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) and incorporated herein by reference. |
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3.4 |
| Certificate of Correction to the Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.4 to the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A (File No. 000-24537) and incorporated herein by reference. |
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10.1 † |
| Amendment Agreement between Cambridge Antibody Technology Limited and Dyax Corp. dated January 3, 2003. Filed herewith. |
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31.1 |
| Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. |
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31.2 |
| Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. |
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| Certification pursuant to 18 U.S.C. Section 1350. Filed herewith. |
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| This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk. |
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(b) - Reports on Form 8-K | |||
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| We filed a Current Report on Form 8-K on February 19, 2003, regarding our issuance of a press release announcing our financial results for the fourth quarter and year ended December 31, 2002. |
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| We filed a Current Report on Form 8-K on March 18, 2003, in order to furnish certain exhibits for incorporation by reference into our Registration Statement on Form S-3 that was previously filed with Securities and Exchange Commission (File No. 333-86904). This Registration Statement was declared effective by the Commission on May 3, 2002. In connection with our sale of 4,721,625 shares of common stock, we filed (i) a Placement Agent Agreement dated March 13, 2003 between Dyax and Pacific Growth Equities, Inc., (ii) a Form of Common Stock Purchase Agreement between Dyax and each of the purchasers named in Schedule I thereto, and (iii) an opinion from Palmer & Dodge LLP relating to the sale and issuance of shares of Dyax common stock sold in the offering. |
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DYAX CORP.
SIGNATURE
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.
| DYAX CORP. | |
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Date: August 14, 2003 |
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| /s/ Stephen S. Galliker |
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| Executive Vice President, Finance | |
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DYAX CORP.
EXHIBIT INDEX
EXHIBIT NO. |
| DESCRIPTION |
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3.1 |
| Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference. |
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3.2 |
| Amended and Restated By-laws of the Company. Filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference. |
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3.3 |
| Certificate of Designations Designating the Series A Junior Participating Preferred Stock of the Company. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) and incorporated herein by reference. |
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3.4 |
| Certificate of Correction to the Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.4 to the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A (File No. 000-24537) and incorporated herein by reference. |
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10.1 † |
| Amendment Agreement between Cambridge Antibody Technology Limited and Dyax Corp. dated January 3, 2003. Filed herewith. |
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31.1 |
| Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. |
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31.2 |
| Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. |
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32 |
| Certification pursuant to 18 U.S.C. Section 1350. Filed herewith. |
† This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
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