Attached files
file | filename |
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EX-31.4 - EX-31.4 - GEN PROBE INC | a55770exv31w4.htm |
EX-31.3 - EX-31.3 - GEN PROBE INC | a55770exv31w3.htm |
EX-10.103 - EX-10.103 - GEN PROBE INC | a55770exv10w103.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2009
OR
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 000-49834
GEN-PROBE INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 33-0044608 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
10210 Genetic Center Drive San Diego, CA (Address of Principal Executive Offices) |
92121 (Zip Code) |
(858) 410-8000
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of October 30, 2009, there were 49,086,544 shares of the registrants common stock, par
value $0.0001 per share, outstanding.
EXPLANATORY NOTE
Gen-Probe Incorporated (Gen-Probe or the Company) is filing this amendment to its quarterly report on
Form 10-Q (the Form 10-Q), originally filed with the Securities and Exchange Commission
(the SEC) on November 5, 2009, as an exhibit-only filing solely for the purpose of amending
Exhibit 10.103 filed with the Form 10-Q to reflect changes made to portions of Exhibit 10.103, for
which confidential treatment has been requested. No other information included in the Form 10-Q is
amended by this Form 10-Q/A. The Company has also included Exhibits 31.3 and 31.4 as required by
the filing of this amendment to the Form 10-Q.
Except as described above, this amendment does not reflect events occurring after the filing
of the original Form 10-Q and no revisions are being made pursuant to this amendment to the
Companys financial statements or any other disclosure contained in the Form 10-Q.
TABLE OF CONTENTS
PART II | ||||||||
Item 6. Exhibits | ||||||||
SIGNATURES | ||||||||
EX-10.103 | ||||||||
EX-31.3 | ||||||||
EX-31.4 |
Table of Contents
PART II
Item 6. Exhibits
Exhibit | ||
Number | Description | |
2.1(1)
|
Recommended Cash Offer for Tepnel Life Sciences plc. | |
2.2(2)
|
Implementation Agreement dated as of January 30, 2009 by and between Gen-Probe Incorporated and Tepnel Life Sciences plc. | |
3.1(3)
|
Form of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. | |
3.2(4)
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. | |
3.3(5)
|
Amended and Restated Bylaws of Gen-Probe Incorporated. | |
3.4(6)
|
Certificate of Elimination of Series A Junior Participating Preferred Stock of Gen-Probe Incorporated. | |
4.1(3)
|
Specimen common stock certificate. | |
10.103*
|
Restated Agreement dated as of July 24, 2009 by and between Gen-Probe Incorporated and Novartis Vaccines and Diagnostics, Inc. | |
10.104**
|
Nonexclusive License Agreement Under Vysis Collins Patents effective as of June 22, 1999 by and between Gen-Probe Incorporated and Vysis, Inc. | |
10.105**
|
Development, License and Supply Agreement entered into as of October 16, 2000 by and between Gen-Probe Incorporated and KMC Systems, Inc. | |
31.1**
|
Certification dated November 5, 2009, of Principal Executive Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2**
|
Certification dated November 5, 2009, of Principal Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.3
|
Certification dated April 14, 2010, of Principal Executive Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.4
|
Certification dated April 14, 2010, of Principal Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1**
|
Certification dated November 5, 2009, of Principal Executive Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2**
|
Certification dated November 5, 2009, of Principal Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Filed herewith. | |
* | Gen-Probe has requested confidential treatment with respect to certain portions of this exhibit. |
Table of Contents
** | Filed with the SEC as part of the original Form 10-Q on November 5, 2009. | |
(1) | Incorporated by reference to Gen-Probes Current Report on Form 8-K filed with the SEC on January 30, 2009. | |
(2) | Incorporated by reference to Gen-Probes Current Report on Form 8-K filed with the SEC on February 5, 2009. | |
(3) | Incorporated by reference to Gen-Probes Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on August 14, 2002. | |
(4) | Incorporated by reference to Gen-Probes Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 filed with the SEC on August 9, 2004. | |
(5) | Incorporated by reference to Gen-Probes Current Report on Form 8-K filed with the SEC on February 18, 2009. | |
(6) | Incorporated by reference to Gen-Probes Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC on February 23, 2007. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GEN-PROBE INCORPORATED |
||||
DATE: April 14, 2010 | By: | /s/ Carl W. Hull | ||
Carl W. Hull | ||||
President, Chief Executive Officer and Director (Principal Executive Officer) | ||||
DATE: April 14, 2010 | By: | /s/ Herm Rosenman | ||
Herm Rosenman | ||||
Senior Vice President Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
||||