01—Abstract
Summary
Summary of the 10-K/A filed April 7, 2005. Cited figures are marked; the original filing is the authoritative source.
Insmed Incorporated filed this Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004, dated April 7, 2005.
The filing amends the original 10-K, which was filed with the SEC on March 16, 2005. Its stated purpose is limited: to update the Exhibit Index and to file the Company's Officers Bonus Plan as Exhibit 10.20. The registrant is a Virginia corporation headquartered in Glen Allen, Virginia, and its common stock and preferred stock purchase rights are the registered securities.
The amendment is signed by Kevin P. Tully, Principal Financial Officer, Treasurer and Controller. The Exhibit Index lists the corporate governance documents, the July 2003 and November 2004 private placement agreements and warrant forms, the stock incentive and purchase plans, and a series of license, development and supply agreements with Celtrix, Elan, University of Virginia, Taisho, Avecia, Pharmacia AB and Fujisawa.
It also adds a Form of Change of Control Agreement with certain executive officers and the Officers Bonus Plan. Several agreements are subject to confidential treatment requests, with certain portions omitted and filed separately with the SEC.
For investors, this amendment contains no new financial results. Its main substance is the disclosure of executive compensation arrangements (the Change of Control Agreement and Officers Bonus Plan) and an updated list of the agreements and certifications that accompany the annual report.
02—Key points
Key Highlights
- Amendment No. 2 to the fiscal 2004 Form 10-K, filed April 7, 2005, amends the original 10-K filed March 16, 2005.
- The sole stated purposes are to update the Exhibit Index and to file the Officers Bonus Plan as Exhibit 10.20.
- Exhibit 10.19 is a Form of Change of Control Agreement entered into with certain executive officers of Insmed Incorporated.
- The November 2004 private placement of common stock and warrants is referenced through a Form of Stock and Warrant Purchase Agreement (Exhibit 4.8) and Form of Warrant (Exhibit 4.9), filed with an 8-K on November 10, 2004.
- Licensing and development agreements with Celtrix, Elan, Taisho, Avecia, Pharmacia AB and Fujisawa are listed, several with confidential treatment granted or requested for portions.
- Ernst & Young LLP consent (Exhibit 23.1) and Sarbanes-Oxley Section 302 and 906 certifications from the CEO (Dr. Geoffrey Allan) and Principal Financial Officer (Kevin P. Tully) are included.
- The registrant is a Virginia corporation at 4851 Lake Brook Drive, Glen Allen, Virginia, and is an accelerated filer.
03—Questions
Frequently Asked Questions
Why was this amendment filed?
The filing states that Amendment No. 2 was made solely to update the Exhibit Index and to file the Company's Officers Bonus Plan as Exhibit 10.20 to the annual report.
What is the Officers Bonus Plan and where is it described?
The Insmed Incorporated Officers Bonus Plan is filed as Exhibit 10.20. The filing itself lists the plan by title and does not describe its terms in the body of the amendment.
What change of control arrangements does the company have with its executives?
Exhibit 10.19 is a Form of Change of Control Agreement entered into between Insmed Incorporated and certain of its executive officers.
Which agreements have confidential portions omitted?
The SEC granted confidential treatment for certain information in Exhibits 10.4, 10.5, 10.6, 10.11, 10.15, 10.16 and 10.18 is marked for confidential treatment. The confidential portions have been filed separately with the SEC.
When was the original annual report filed?
The original Form 10-K for the fiscal year ended December 31, 2004 was filed with the SEC on March 16, 2005, and this Amendment No. 2 is dated April 7, 2005.
04—Continue