SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] 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 0-21379 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.) incorporation or organization) 24 Emily Street Cambridge, Massachusetts 02139 ------------------------ ----- Address of principal executive offices (Zip Code) Registrant's telephone number, (617) 576-1999 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, and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.001 par value 10,580,948 ----------------------------- ------------------------------ Class Outstanding at August 25, 1998 Explanatory Note ---------------- In response to the comments of the Commission's staff (the "Staff") by letter dated August 7, 1998, the Company hereby amends its Quarterly Report on Form 10-Q for the period ended March 31, 1997 as amended by that certain amendment filed with the Commission on December 12, 1997, by filing herewith unredacted versions of Exhibits 10.1 and 10.2. Although Confidential Treatment was requested for the Agreements set forth in the above-referenced Exhibits, such treatment was not granted because the Agreements terminated prior to the Staff issuing its final order. The Agreements set forth in the above-referenced Exhibits have terminated, and are, therefore, no longer material to the Company's business. PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 Acquisition Option Agreement, dated May 5, 1997, by and among Novalon Pharmaceutical Corporation, certain stockholders of Novalon Pharmaceutical Corporation, and the Applicant (filed herewith) 10.2 Series B Convertible Preferred Stock Purchase Agreement, dated May 5, 1997, by and between Novalon Pharmaceutical Corporation and the Applicant (filed herewith) 11 Statement of Computation of Earnings Per Share 27 Financial Data Schedule (b) Reports on Form 8-K No more reports on Form 8-K were filed by the Company during the quarter ended March 31, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. CUBIST PHARMACEUTICALS, INC. Date: August 26, 1998 By: /s/ Thomas A. Shea ----------------------------- Thomas A. Shea Senior Director of Finance and Administration, Treasurer (Authorized Officer and Principal Finance and Accounting Officer) 2