01—Abstract
Summary
Summary of the 10-K/A filed September 23, 2004. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 2) from Insmed Incorporated amends the company's annual report for the fiscal year ended December 31, 2003, which was originally filed with the SEC on March 12, 2004.
The amendment is limited in scope. Its stated purpose is to correct the inadvertent exclusion of Exhibit A to the License Agreement dated January 19, 2004, between Insmed and Fujisawa Pharmaceutical Co., Ltd. That agreement was filed as Exhibit 10.18 to the original annual report. The amendment restates Exhibit 10.18 in its entirety and attaches the Section 302 Sarbanes-Oxley certifications from the Chairman and Chief Executive Officer, Geoffrey Allan, Ph.D., and the Treasurer and Controller, Kevin P.
Tully. The cover page reports an aggregate market value of $89,308,519a for common equity held by non-affiliates as of June 30, 2003, based on the Nasdaq National Market closing price. It also reports 38,394,994 shares of common stock, $.01 par value, outstanding as of February 29, 2004.
The registrant is an accelerated filer and has filed all required reports during the preceding 12 months. Part III information is incorporated by reference from the definitive proxy statement.
The amendment states that it has not been updated to reflect events occurring after the original filing. Portions of the license exhibit are subject to a confidential treatment request, and the omitted portions have been filed separately with the SEC.
02—Key points
Key Highlights
- Amendment No. 2 is filed solely to add the omitted Exhibit A to the January 19, 2004 License Agreement with Fujisawa Pharmaceutical Co., Ltd.
- The amended Exhibit 10.18 is restated in its entirety, and the Section 302 certifications are attached.
- Aggregate market value of non-affiliate common equity was $89,308,519 as of June 30, 2003, based on Nasdaq National Market prices.
- 38,394,994 shares of common stock, $.01 par value, were outstanding as of February 29, 2004.
- The registrant is an accelerated filer, and Part III information is incorporated by reference from the proxy statement.
- Confidential treatment has been requested for certain portions of the Fujisawa license, which were omitted and filed separately with the SEC.
- The amendment does not reflect events that occurred after the original March 12, 2004 filing.
03—Questions
Frequently Asked Questions
Why was this amended annual report filed?
The filing states it was made solely to correct the inadvertent exclusion of Exhibit A to the License Agreement dated January 19, 2004, between Insmed Incorporated and Fujisawa Pharmaceutical Co., Ltd., which was filed as Exhibit 10.18 to the original Form 10-K.
Does this amendment update the company's financial results or business information?
No. The filing states that Amendment No. 2 has not been updated to reflect any events that occurred after the original filing date of the Form 10-K. Its only substantive change is the restated Exhibit 10.18.
What was the company's public float and share count?
The aggregate market value of common equity held by non-affiliates was $89,308,519 as of June 30, 2003. As of February 29, 2004, there were 38,394,994 shares of common stock outstanding.
Are any parts of the Fujisawa license confidential?
Yes. The filing states that confidential treatment has been requested for certain portions of the exhibit. Those portions were omitted from the filed exhibit and submitted separately to the SEC.
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