Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - REVA Medical, Inc. | a59769exv31w1.htm |
| EX-32.1 - EX-32.1 - REVA Medical, Inc. | a59769exv32w1.htm |
| EX-31.2 - EX-31.2 - REVA Medical, Inc. | a59769exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-54192
REVA MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0810505 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 5751 Copley Drive, Suite B, San Diego, CA | 92111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(858) 966-3000
(858) 966-3000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Stock, $0.0001 par value per share | Australian Securities Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§
229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. 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 o | Accelerated filer o | Non-accelerated filer þ | 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
Act). Yes o No þ
The registrant did not have a public float on the last business day of its most recently completed
second fiscal quarter because there was no market for the registrant’s common equity as of such
date.
As of March 15, 2011, there were 32,765,503 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
| Document Description | 10-K Part | |
Portions of the registrant’s notice of annual meeting of
stockholders and proxy statement to be filed pursuant to
Regulation 14A within 120 days after registrant’s fiscal year
end of December 31, 2010 are incorporated by reference into Part
III of this report
|
III |
TABLE OF CONTENTS
| PART IV | ||||||||
| Item 15. Exhibits and Financial Statement Schedules | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
Table of Contents
Explanatory Note
This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010
is being filed solely to correct the cover page of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2010. No other information in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 is hereby amended.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements — The following financial statements are included in this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Preferred Convertible Stock and Stockholders’ Equity (Deficit)
Notes to Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Preferred Convertible Stock and Stockholders’ Equity (Deficit)
Notes to Consolidated Financial Statements
| 2. | List of Financial Statement Schedules — All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | |
| 3. | Exhibits — The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf
by the undersigned, thereunto duly authorized.
| REVA Medical, Inc. |
||||
| Dated: June 21, 2011 | By: | /s/ Robert B. Stockman | ||
| Name: | Robert B. Stockman | |||
| Title: | Chairman of the Board and Chief Executive Officer |
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Robert B. Stockman
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
June 21, 2011 | ||
/s/ Katrina Thompson
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
June 21, 2011 | ||
/s/ Robert K. Schultz, Ph.D.
|
President and Chief Operating Officer |
June 21, 2011 | ||
/s/ Brian Dovey
|
Director | June 21, 2011 | ||
Brian Dovey |
||||
/s/ Anne Keating
|
Director | June 21, 2011 | ||
Anne Keating |
||||
/s/ Gordon E. Nye
|
Director | June 21, 2011 | ||
Gordon E. Nye |
||||
/s/ James J. Schiro
|
Director | June 21, 2011 | ||
James J. Schiro |
||||
/s/ Robert Thomas
|
Director | June 21, 2011 | ||
Robert Thomas |
Table of Contents
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description of Exhibits | |
3.1
|
Amended and Restated Certificate of Incorporation.* | |
3.2
|
Amended and Restated Bylaws to be effective upon completion of this offering.* | |
4.1
|
Form of Stock Certificate.* | |
4.2
|
Form of Amended and Restated Investors’ Rights Agreement, by and among REVA Medical, Inc. and the holders of our preferred stock set forth therein.* | |
10.1
|
Telecom Business Center Business Lease between FSP Telecom Business Center Limited Partnership and REVA Medical, Inc. dated December 18, 2001.* | |
10.2
|
First Amendment to Telecom Business Center Business Lease between FSP Telecom Business Center Limited Partnership and REVA Medical, Inc. dated January 3, 2005.* | |
10.3
|
Second Amendment to Telecom Business Center Business Lease between ARI Commercial Properties, Inc. and REVA Medical, Inc. dated February 18, 2006.* | |
10.4
|
Third Amendment to Telecom Business Center Business Lease between ARI Commercial Properties, Inc. and REVA Medical, Inc. dated December 14, 2006.* | |
10.5
|
Fourth Amendment to Telecom Business Center Business Lease between ARI Commercial Properties, Inc. and REVA Medical, Inc. dated June 7, 2008.* | |
10.6
|
Agreement and Plan of Merger, dated October 13, 2004, by and among REVA Medical, Inc., Boston Scientific Corporation, RMI Acquisition Corp. and certain stockholder representatives set forth therein.* | |
10.7
|
Amendment No. 1 to the Agreement and Plan of Merger, dated December 7, 2007, by and among REVA Medical, Inc., Boston Scientific Corporation, RMI Acquisition Corp. and certain stockholder representatives set forth therein.* | |
10.8
|
Securities Purchase Agreement between Boston Scientific Corporation and REVA Medical, Inc. dated October 13, 2004.* | |
10.9
|
Amendment No. 1 to Securities Purchase Agreement between Boston Scientific Corporation and REVA Medical, Inc. dated December 7, 2007.* | |
10.10
|
Distribution Option Agreement, dated December 7, 2007, by and between REVA Medical, Inc. and Boston Scientific Corporation.* | |
10.11
|
Exclusive License Agreement Number between Rutgers, The State University of New Jersey and REVA Medical, Inc. dated July 1, 2010.++* | |
10.12
|
Royalty and License Agreement between Integra/LifeSciences Corporation and REVA Medical, Inc. dated February 2, 2004.++* | |
10.13
|
2001 Stock Option/Stock Issuance Plan.+* | |
10.14
|
Form of Stock Option Agreement.+* | |
10.15
|
Form of Addendum to Stock Option Agreement.+* | |
10.16
|
2010 Equity Incentive Plan.+* | |
10.17
|
Form of Stock Option Agreement.+* | |
10.18
|
Form of Stock Option Agreement entered into with Robert Thomas and Anne Keating.+* | |
10.19
|
Form of Director and Officer Indemnification Agreement.+* | |
10.20
|
Employment Agreement, dated July 1, 2010, by and between REVA Medical, Inc. and Robert B. Stockman.+* | |
10.21
|
Employment Agreement, dated October 21, 2010, by and between REVA Medical, Inc. and Robert Schultz.+* | |
10.22
|
Employment Agreement, dated October 21, 2010, by and between REVA Medical, Inc. and Katrina Thompson.+* | |
10.23
|
Form of Offer Management Agreement between REVA Medical, Inc. and Inteq Limited.* | |
10.24
|
Form of CDI Subscription Application for non U.S. investors.* | |
10.25
|
Form of CDI Subscription Application for U.S. investors.* | |
10.26
|
Form of Escrow Deed between REVA Medical, Inc. and Computershare Investor Services Pty Limited.* | |
21.1
|
List of Subsidiaries.* | |
31.1
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. | |
99.1
|
Section 13 of the ASX Settlement Rules.* |
Table of Contents
| + | Management Compensation Plan | |
| ++ | Confidential Treatment Request | |
| * | Filed as exhibits to the registrant’s Registration Statement on Form S-1 (File No. 333-168852), effective November 15, 2010, and incorporated herein by reference. |