SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE PERIOD ENDED JUNE 30, 2002 |
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OR |
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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COMMISSION FILE NUMBER 0-21379 |
CUBIST PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |
| 22-3192085 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
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65 HAYDEN AVENUE | ||
LEXINGTON, MASSACHUSETTS 02421 | ||
(Address of principal executive offices) | ||
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(781) 860-8660 | ||
(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
As of August 13, 2002 there were 28,563,321 shares outstanding of Cubist’s common stock, $0.001 per value per share.
Explanatory Note
The Registrant is filing this Amendment No.1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2002 to amend Item 6 and to revise Exhibit 10.3 in response to comments we received from the Securities and Exchange Commission relating to our request for confidential treatment of certain information contained in such exhibit. This report amends Item 6 to reflect the filing of the revised exhibit with this report and revises Exhibit 10.3 to disclose additional portions of such exhibit that we previously had redacted.
Except as noted herein, the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002 remains as originally filed with the Securities and Exchange Commission on August 14, 2002. All information in this Amendment No. 1 is as of June 30, 2002 and does not reflect any subsequent information or events other than the changes referred to above.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 |
| Amended and Restated 2000 Equity Incentive Plan |
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10.2 |
| 2002 Directors’ Stock Option Plan |
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*10.3 |
| License Agreement, dated as of July 31, 2002, by and between Cubist Pharmaceuticals, Inc. and Biochemie GmbH |
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99.1 |
| Certification pursuant to 18 U.S.C. Section 1305, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.2 |
| Certification pursuant to 18 U.S.C. Section 1305, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* Filed herewith (all other exhibits not so marked were previously filed with the Quarterly Report on Form 10-Q, filed on August 14, 2002).
(b) REPORTS ON FORM 8-K
A current report on Form 8-K was filed by Cubist with the Securities and Exchange Commission on June 14, 2002, with respect to the results of matters submitted to the stockholders for a vote at Cubist’s annual meeting held on June 13, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| CUBIST PHARMACEUTICALS, INC. | |
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Dated: June 6, 2003 | By: | /s/ SCOTT M. ROCKLAGE |
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| Scott M. Rocklage |
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| Chairman and Chief Executive Officer |
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CERTIFICATION
I, Scott M. Rocklage, Chairman and Chief Executive Officer of Cubist Pharmaceuticals, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of Cubist Pharmaceuticals, Inc.; and
2. Based on my knowledge, this Quarterly Report on Form 10-Q/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
| Date: June 6, 2003 | |
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| /s/ Scott M. Rocklage |
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| Scott M. Rocklage | |
| Chairman and Chief Executive Officer | |
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CERTIFICATION
I, David W.J. McGirr, Senior Vice President and Chief Financial Officer of Cubist Pharmaceuticals, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Cubist Pharmaceuticals, Inc.; and
2. Based on my knowledge, this Quarterly Report on Form 10-Q/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
| Date: June 6, 2003 | |
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| /s/ David W.J. McGirr |
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| David W.J. McGirr | |
| Senior Vice President and Chief Financial Officer | |
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