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 (Amendment No. 1) from Insmed Incorporated for the fiscal year ended December 31, 2005, was signed March 9, 2006, and filed solely to amend the Exhibit List and add Exhibit 21.1 (Subsidiaries of Insmed Incorporated).
The amendment does not contain financial statements, operating results, or business narrative beyond the cover page, signatures, and exhibit index. The registrant is a Virginia corporation headquartered in Glen Allen, Virginia, with Commission File Number 0-30739, and its common stock trades on the Nasdaq National Market. The cover page reports an aggregate market value of $44,188,816a held by non-affiliates as of June 30, 2005, and 77,150,700 shares of common stock outstanding as of February 28, 2006.
The registrant checked the box indicating it is a non-accelerated filer. Part III information is incorporated by reference from the definitive proxy statement to be filed for the 2006 Annual Meeting of Shareholders. The exhibit index lists items previously filed and incorporated by reference, including the Rights Agreement, the March 2005 private placement of 5.5%b Notes Due 2008-2010 and warrants, a Boulder, Colorado building lease dated March 25, 2004, and a lease with 2545 Central, LLC dated December 14, 2005.
Several exhibits, including the Fujisawa license agreement and the lease with 2545 Central, LLC, are subject to confidential treatment requests. Certifications under Sections 302 and 906 of the Sarbanes-Oxley Act are included as Exhibits 31.1, 31.2, 32.1, and 32.2.
02—Key points
Key Highlights
- Filing type: 10-K/A Amendment No. 1 for fiscal year ended December 31, 2005, filed solely to amend the exhibit list and add Exhibit 21.1 (Subsidiaries)
- Aggregate market value of common equity held by non-affiliates was $44,188,816 as of June 30, 2005
- 77,150,700 shares of common stock, $.01 par value, outstanding as of February 28, 2006
- Registrant is a non-accelerated filer and is not a shell company
- Financial statements and business discussion are not contained in this amendment; Part III is incorporated by reference from the 2006 proxy statement
- Exhibit index references a March 15, 2005 private placement of 5.5% Notes Due 2008-2010 and associated warrants
- Certain exhibits, including the Fujisawa license agreement, carry confidential treatment requests
03—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The filing states that it was made solely to amend the Exhibit List and add Exhibit 21.1, Subsidiaries of Insmed Incorporated.
How many shares of common stock were outstanding?
As of February 28, 2006, there were 77,150,700 shares of common stock, $.01 par value, outstanding.
What was the non-affiliate market value of the company's equity?
The aggregate market value of common equity held by non-affiliates was $44,188,816 on June 30, 2005, based on the Nasdaq National Market closing price.
Where can investors find executive compensation and governance details?
Portions of Part III are incorporated by reference from the definitive Proxy Statement to be filed no later than 120 days after fiscal year-end and delivered in connection with the 2006 Annual Meeting of Shareholders.
Does this amendment include financial results?
No. The amendment contains the cover page, signatures, exhibit index, and certifications only, and does not present financial statements or operating results.
04—Continue