01—Abstract
Summary
Summary of the 10-K/A filed March 6, 2006. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 5 to Insmed Incorporated's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, dated March 3, 2006.
It does not contain financial statements, business discussion, or operating results. The Explanatory Note states that the amendment is filed solely to correct the inadvertent omission of certain language in Exhibits 31.1 and 31.2, the Section 302 certifications of the Chief Executive Officer, Geoffrey Allan, Ph.D., and the Principal Financial and Accounting Officer, Kevin P. Tully.
The filing states that each certification, as corrected, was true and correct as of the date of the original filing of the applicable report. The filing amends the original Form 10-K and Amendments No. 3 and No. 4, which were filed with the SEC on March 16, 2005, May 13, 2005 and June 10, 2005. The registrant is a Virginia corporation headquartered in Glen Allen, Virginia, with common stock quoted on the Nasdaq National Market.
The aggregate market value of common equity held by non-affiliates was $86,024,160a as of June 30, 2004, and 44,986,996 shares of common stock were outstanding as of February 29, 2005. The exhibit index lists the financial and operating agreements previously filed with the SEC, including license agreements with Taisho Pharmaceutical, Pharmacia AB and Fujisawa Pharmaceutical, and the November 2004 private placement of common stock and warrants. The filing itself does not contain the substantive financial results or business update for investors; those appear in the original report referenced in the explanatory note.
02—Key points
Key Highlights
- Form 10-K/A Amendment No. 5 for fiscal year ended December 31, 2004, signed March 3, 2006 by Kevin P. Tully, Executive Vice President and Chief Financial Officer
- Sole purpose is to correct the inadvertent omission of certain language in Exhibits 31.1 and 31.2 (Section 302 certifications)
- Filing states each corrected certification was true and correct as of the date of the original report filing
- Amends the original 10-K and Amendments No. 3 and No. 4, filed March 16, 2005, May 13, 2005 and June 10, 2005
- Aggregate non-affiliate market value of $86,024,160 as of June 30, 2004, on the Nasdaq National Market
- 44,986,996 shares of common stock, $.01 par value, outstanding as of February 29, 2005
- Exhibit index references prior license agreements (Taisho, Pharmacia AB, Fujisawa) and the November 2004 private placement of common stock and warrants
03—Questions
Frequently Asked Questions
Does this filing contain Insmed's financial results for 2004?
No. The filing is a narrow amendment that corrects certification language in Exhibits 31.1 and 31.2. It does not include financial statements or an operating discussion; those are in the original annual report and prior amendments.
Why was this amendment filed?
The Explanatory Note states it was filed solely to correct the inadvertent omission of certain language in Exhibit 31.1 and Exhibit 31.2, the Section 302 certifications of the CEO and principal financial officer.
Did the corrections change the substance of the certifications?
No. The filing states that each certification, as corrected by this Amendment, was true and correct as of the date of the original filing of the applicable report.
How many shares were outstanding and what was the public float?
The filing reports 44,986,996 shares of common stock outstanding as of February 29, 2005. The aggregate market value held by non-affiliates was $86,024,160 as of June 30, 2004, based on the Nasdaq National Market closing price.
Who signed the amendment?
Kevin P. Tully, C.G.A., Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer), signed on behalf of Insmed Incorporated, dated March 3, 2006.
04—Continue