UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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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 MARCH 31, 2004 | ||
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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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Commission file number: 000-31617 | ||
CIPHERGEN BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |
| 33-0595156 |
(State or other jurisdiction |
| (I.R.S. Employer |
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6611 DUMBARTON CIRCLE, FREMONT, CALIFORNIA |
| 94555 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: 510-505-2100 | ||
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
Number of shares of common stock, $0.001 par value, outstanding as of April 30, 2004: 29,112,663
EXPLANATORY NOTE
Ciphergen Biosystems, Inc. (the “Company”) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 originally filed with the Securities and Exchange Commission on May 10, 2004 (“the Original Report”) to correct an error in Exhibit 32 to the Original Report. In the first sentence of Exhibit 32 the Company inadvertently certified that the Original Report complied with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2003. The correct date for the certification was for the quarterly period ended March 31, 2004, and such date is now appropriately indicated in Exhibit 32 to this Form 10-Q/A.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) | The following exhibits have been filed with this report: | ||
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| 3.2(a) |
| Amended and Restated Certificate of Incorporation of Registrant |
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| 3.4(a) |
| Amended and Restated Bylaws of Registrant |
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| 3.5(b) |
| Certification of Designation of Rights, Preferences and Privileges of Series A Participatory Preferred Stock of Ciphergen Biosystems, Inc. |
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| 4.1(a) |
| Form of Registrant’s Common Stock Certificate |
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| 4.2(b) |
| Preferred Shares Rights Agreement dated March 20, 2002 between Ciphergen Biosystems, Inc. and Continental Stock Transfer & Trust Company |
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| 31.1 |
| Certification of the Chief Executive Officer Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 |
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| 31.2 |
| Certification of the Chief Financial Officer Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 |
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| 32 |
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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(a) Incorporated by reference to exhibits (with same exhibit number) to Ciphergen Biosystems’ Registration Statement on Form S-1 (File No. 333-32812) declared effective on September 28, 2000.
(b) Incorporated by reference to our Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 21, 2002.
(b) |
| Reports on Form 8-K. |
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| On January 2, 2004, the Company furnished a Current Report on Form 8-K pursuant to Item 9 (Regulation FD Disclosure), announcing a preliminary forecast for fourth quarter 2003 earnings. |
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| On February 17, 2004, the Company furnished a Current Report on Form 8-K pursuant to Item 9 (based on “Item 12. Results of Operations and Financial Condition”), announcing fourth quarter 2003 earnings. |
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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.
Dated: May 20, 2004
| CIPHERGEN BIOSYSTEMS, INC. |
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| (Registrant) | |
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| /s/ William E. Rich |
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| William E. Rich, Ph.D. | |
| President, Chief Executive Officer and Director | |
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| /s/ Matthew J. Hogan |
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| Matthew J. Hogan | |
| Senior Vice President and Chief Financial Officer | |
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Exhibit No. |
| Exhibit Title |
3.2(a) |
| Amended and Restated Certificate of Incorporation of Registrant |
3.4(a) |
| Amended and Restated Bylaws of Registrant |
3.5(b) |
| Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Ciphergen Biosystems, Inc. |
4.1(a) |
| Form of Registrant’s Common Stock Certificate |
4.2(b) |
| Preferred Shares Rights Agreement dated March 20, 2002 between Ciphergen Biosystems, Inc. and Continental Stock Transfer & Trust Company |
31.1 |
| Certification of the Chief Executive Officer Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 |
31.2 |
| Certification of the Chief Financial Officer Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 |
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| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(a) Incorporated by reference to exhibits (with same exhibit number) to Ciphergen Biosystems’ Registration Statement on Form S-1 (File No. 333-32812) declared effective on September 28, 2000.
(b) Incorporated by reference to our Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 21, 2002.
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