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DEXCOM INC Annual Report (Amendment), Year Ended Dec 31, 2011

Filing Date
Filed May 15, 2012
Period End
December 31, 2011
Security
DXCM
In the record · 2016–202610-K1110-Q328-K134

DXCM filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 134 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jun ’16Jun ’16
  2. Restructuring8-K · Feb ’19Feb ’19
  3. Leadership change8-K · Dec ’21Dec ’21
  4. Leadership change8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed May 15, 2012. Cited figures are marked; the original filing is the authoritative source.

This document is not a full annual report.

It is Amendment No. 2 on Form 10-K/A for DexCom, Inc. (DXCM) for the fiscal year ended December 31, 2011, and it is an exhibit-only filing. It contains no financial statements, MD&A, risk factors, or business discussion, so it cannot support an analysis of DexCom's 2011 revenue, margins, cash position, or outlook. The original 10-K was filed February 23, 2012, and Amendment No. 1 followed on March 28, 2012.

The signature block is dated May 14, 2012, which differs from the May 15, 2012 filing date given in the request. The amendment's purpose is narrow. DexCom re-filed Exhibit 10.26, the Research and Development Agreement with Roche Diagnostics Operations, Inc. dated November 1, 2011, in response to SEC staff comments on its confidential treatment request for portions of that agreement.

It also restated Item 15 and the Exhibit Index, and added new CEO and CFO certifications (Exhibits 31.05 and 31.06) under Rule 12b-15. The filing states that no other disclosures were updated or changed. For investors, the main relevant facts are the registration and capital-structure details.

DexCom is a large accelerated filer listed on the NASDAQ Global Select Market, with 68,534,954 common shares outstanding as of March 26, 2012. Non-affiliate market value was about $960.5 milliona as of June 30, 2011.

The exhibit list also shows the company's key partnerships, including Roche (the newly re-filed agreement), Animas, Edwards Lifesciences, and DSM PTG. Investors seeking financial performance should review the original 10-K filed February 23, 2012.

02—Key points

Key Highlights

  1. Exhibit-only amendment: Amendment No. 2 contains no financial statements, MD&A, or business description for fiscal 2011.
  2. Re-filed Exhibit 10.26, the Roche Diagnostics Research and Development Agreement dated November 1, 2011, with revised confidential treatment in response to SEC staff comments.
  3. Restated Item 15 and the Exhibit Index, and added currently dated CEO and CFO certifications (Exhibits 31.05 and 31.06) under Rule 12b-15.
  4. Capital structure: 68,534,954 common shares outstanding as of March 26, 2012, with a $0.001 par value.
  5. Filer status: large accelerated filer; non-affiliate market value of about $960.5 million as of June 30, 2011, on the NASDAQ Global Select Market.
  6. Key partnerships listed in the exhibits include Roche Diagnostics, Animas Corporation (multiple commercialization and development agreements), Edwards Lifesciences (collaboration agreement dated November 10, 2008), and DSM PTG (development and supply agreement dated February 19, 2010).
  7. Leadership signing the filing: Terrance Gregg (CEO and Director), Kevin Sayer (President and Director), and Jess Roper (CFO).

03—Questions

Frequently Asked Questions

  1. Does this filing contain DexCom's 2011 financial results?

    No. This is an exhibit-only amendment that restates Item 15 and the Exhibit Index and re-files Exhibit 10.26. The 2011 financial statements and MD&A are in the original Form 10-K filed February 23, 2012.

  2. Why was this amendment filed?

    The SEC staff commented on DexCom's confidential treatment request for portions of Exhibit 10.26, the Roche Diagnostics Research and Development Agreement dated November 1, 2011. DexCom re-filed that exhibit in response, and it also added updated CEO and CFO certifications.

  3. What does the Roche agreement mean for investors?

    The exhibit list identifies the Roche Diagnostics Research and Development Agreement dated November 1, 2011, but this filing does not describe its terms, economics, or strategic impact. Some portions are redacted under the confidential treatment request, so the commercial terms are not public in this document. Investors should check the company's other disclosures for detail.

  4. How many shares are outstanding, and what is the company's filer status?

    As of March 26, 2012, DexCom had 68,534,954 common shares outstanding at $0.001 par value. It is a large accelerated filer, and its non-affiliate market value was approximately $960.5 million as of June 30, 2011.

04—Continue

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