Attached files

file filename
EX-31.1 - SECTION 302 PRESIDENT & CEO CERTIFICATION - BG Medicine, Inc.d231413dex311.htm
EX-10.1 - SUPPLY AGREEMENT - BG Medicine, Inc.d231413dex101.htm
EX-31.2 - SECTION 302 VICE PRESIDENT & CFO CERTIFICATION - BG Medicine, Inc.d231413dex312.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1 to Form 10-Q)

 

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

OR

 

¨ 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: 001-33827

 

 

BG MEDICINE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-3506204

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

610 Lincoln Street North

Waltham, Massachusetts

  02451
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (781) 890-1199

 

 

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  x    No  ¨

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  x    No  ¨

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   ¨    Accelerated filer   ¨
Non-accelerated filer   x  [Do not check if a smaller reporting company]    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  ¨    No  x

As of April 30, 2011, the registrant had 19,198,554 shares of common stock outstanding.

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (the “Original Report”) filed by BG Medicine, Inc. with the Securities and Exchange Commission on May 12, 2011. This Amendment is being filed solely for the purpose of amending Exhibit 10.1 under Item 6 of Part II of the Original Report.

Except as described above, no other changes have been made to the Original Report and this Amendment does not modify or update disclosures in the Original Report and does not reflect subsequent events occurring after date of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, which continues to speak as of the date of the Original Report.

 

Item 6. EXHIBITS

(a) Exhibits

 

Exhibit

Number

  

Exhibit Description

  

Filed
with
this
Report

  

Incorporated by

Reference herein

from Form or

Schedule

 

Filing
Date

  

SEC File/

Reg. Number

  3.1    Restated Certificate of Incorporation of the Registrant       Form 8-K

(Exhibit 3.1)

  2/11/11    001-33827
  3.2    Restated Bylaws of the Registrant       Form 8-K

(Exhibit 3.2)

  2/11/11    001-33827
10.1 +    Supply Agreement by and between the Registrant and Health Diagnostic Laboratory, Inc., dated as of March 15, 2011    X        
31.1    Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    X        
31.2    Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    X        
32*    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002           

 

(+) Confidential treatment has been requested for portions of this exhibit which have been filed separately with the Securities and Exchange Commission.
(*) Previously filed with our Quarterly Report on Form 10-Q on May 12, 2011 which this Form 10-Q/A amends.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BG MEDICINE, INC.
Date: October 4, 2011   By:  

/s/ Pieter Muntendam, M.D.

    Pieter Muntendam, M.D.
    President and Chief Executive Officer
Date: October 4, 2011   By:  

/s/ Michael W. Rogers

    Michael W. Rogers
    Executive Vice President, Chief Financial Officer and Treasurer