01—Abstract
Summary
Summary of the 10-K/A filed March 9, 2006. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A from Insmed Incorporated, a Virginia corporation headquartered in Glen Allen, Virginia, amends the annual report for the fiscal year ended December 31, 2004.
The filing was signed on March 9, 2006 by Chairman, President and CEO Geoffrey Allan, Ph.D., and Kevin P. Tully, EVP and Chief Financial Officer. Its stated purpose is solely to correct the inadvertent omission of certain language in Exhibits 31.1 and 31.2, the Section 302 certifications.
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 amendment supplements the original Form 10-K for 2004 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 cover page reports an aggregate market value of $86,024,160a for common equity held by non-affiliates as of June 30, 2004, based on the Nasdaq National Market closing price.
It also reports 44,986,996 shares of common stock, $.01 par value, outstanding as of February 29, 2005. The filing's exhibit index lists the company's corporate governance documents, its 2000 Stock Purchase and Stock Incentive Plans, a form of change of control agreement for certain executive officers, an officers bonus plan, and several license and development agreements with partners including Taisho, Fujisawa, Pharmacia AB and Avecia.
Certain of these exhibits are subject to confidential treatment orders. This filing contains no financial statements or operating results.
02—Key points
Key Highlights
- Filed March 9, 2006 as an amendment to the fiscal 2004 Form 10-K, signed by CEO Geoffrey Allan, Ph.D. and CFO Kevin P. Tully.
- Sole purpose is to correct the inadvertent omission of language in Exhibits 31.1 and 31.2 (Section 302 certifications).
- The filing states that each corrected certification was true and correct as of the date of the original report.
- Amends the original 2004 Form 10-K and Amendments No. 3 and No. 4, filed March 16, 2005, May 13, 2005 and June 10, 2005.
- Non-affiliate market value of common equity was $86,024,160 as of June 30, 2004.
- 44,986,996 shares of common stock were outstanding as of February 29, 2005.
- Exhibit index includes license agreements with Taisho, Fujisawa, Pharmacia AB and Avecia, some subject to SEC confidential treatment.
03—Questions
Frequently Asked Questions
Why was this amended 10-K filed?
The filing states it was made solely to correct the inadvertent omission of certain language in Exhibits 31.1 and 31.2, the certifications of the principal executive and financial officers.
Does this amendment change the company's financial results?
No. The filing states it amends only the certifications. It does not present financial statements or revise reported results.
Which earlier reports does this amendment relate to?
It relates to the Form 10-K for the fiscal year ended December 31, 2004, and to Amendments No. 3 and No. 4, filed on March 16, 2005, May 13, 2005 and June 10, 2005, respectively.
How many shares were outstanding and what was the public float?
As of February 29, 2005, there were 44,986,996 shares of common stock outstanding. The aggregate market value held by non-affiliates on June 30, 2004 was $86,024,160, based on the Nasdaq National Market closing price.
What agreements are listed as exhibits?
The exhibit index lists a form of change of control agreement for certain executive officers, an officers bonus plan, and license or supply agreements with Taisho, Fujisawa, Pharmacia AB, Avecia, Elan, Genentech and the University of Virginia Patent Foundation. Several are subject to confidential treatment.
04—Continue