01—Abstract
Summary
Summary of the 10-K/A filed April 11, 2008. Cited figures are marked; the original filing is the authoritative source.
Insmed Incorporated, a Virginia corporation headquartered in Richmond, Virginia, filed this Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2007, on April 11, 2008.
The filing states that it was made solely to update the Exhibits Index. It does not reflect events occurring after the original Form 10-K and does not modify or update the disclosure in that report, except as needed to reflect the exhibit changes. The cover page reports an aggregate market value of $98,583,736a for common equity held by non-affiliates as of June 30, 2007, and 121,904,312 shares of common stock outstanding as of February 28, 2008.
The registrant checked the box for accelerated filer and not for large accelerated filer, non-accelerated filer, or small reporting company. Part III information is incorporated by reference from a definitive proxy statement expected to be filed no later than April 29, 2008. The amended exhibit list includes the certifications of Chief Executive Officer Geoffrey Allan, Ph.D. and Chief Financial Officer Kevin P.
Tully under Sections 302 and 906 of the Sarbanes-Oxley Act. It also lists material agreements, including a Settlement, License and Development Agreement dated March 6, 2007 among Insmed, Insmed Therapeutic Proteins, Inc., Celtrix Pharmaceuticals, Tercica Inc., and Genentech, Inc., and a License Agreement with Fujisawa Pharmaceutical Co., Ltd. dated January 19, 2004. Portions of certain exhibits are subject to confidential treatment.
02—Key points
Key Highlights
- Amendment No. 1 to the Form 10-K for fiscal year 2007 was filed solely to update the Exhibits Index and does not change the original report's disclosures.
- Insmed Incorporated is a Virginia corporation with principal executive offices at 8720 Stony Point Parkway, Richmond, Virginia; its common stock, par value $0.01, is registered on the Nasdaq Capital Market.
- Aggregate market value of common equity held by non-affiliates was $98,583,736 as of June 30, 2007.
- 121,904,312 shares of common stock were outstanding as of February 28, 2008.
- The registrant is classified as an accelerated filer on the cover page.
- The exhibit list includes a Settlement, License and Development Agreement dated March 6, 2007 with Genentech, Inc., Tercica Inc., and Celtrix Pharmaceuticals, with confidential treatment granted for certain portions.
- Part III information will be incorporated from a proxy statement to be filed no later than April 29, 2008, for the 2008 Annual Meeting of Shareholders.
03—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The filing states that Amendment No. 1 was filed solely to update the Exhibits Index. It does not reflect events after the original Form 10-K and does not modify the disclosure in that report beyond the exhibit updates.
How many shares of common stock were outstanding and what was the non-affiliate market value?
As of February 28, 2008, there were 121,904,312 shares of common stock outstanding. The aggregate market value of common equity held by non-affiliates was $98,583,736 as of June 30, 2007, based on the Nasdaq closing price on that date.
Which key agreements are listed in the exhibits?
The exhibit list includes a Settlement, License and Development Agreement dated March 6, 2007 among Insmed, Insmed Therapeutic Proteins, Inc., Celtrix Pharmaceuticals, Tercica Inc., and Genentech, Inc., as well as a License Agreement with Fujisawa Pharmaceutical Co., Ltd. dated January 19, 2004. Certain portions of these exhibits are subject to confidential treatment.
Where will executive compensation and governance details be found?
Portions of the registrant's definitive Proxy Statement, to be filed no later than April 29, 2008, are incorporated by reference into Part III of the Form 10-K for the 2008 Annual Meeting of Shareholders.
04—Continue