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EX-31.1 - SECTION 302 CEO CERTIFICATION - HANSEN MEDICAL INCd237778dex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - HANSEN MEDICAL INCd237778dex312.htm
EX-10.77 - AMENDMENT NO. 3 TO DEVELOPMENT AND SUPPLY AGREEMENT - HANSEN MEDICAL INCd237778dex1077.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q/A

Amendment No. 1

 

 

 

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

For the quarterly period ended June 30, 2011

Commission File Number: 001-33151

 

 

HANSEN MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   14-1850535
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

800 East Middlefield Road, Mountain View, CA 94043

(Address of Principal Executive Offices)

(650) 404-5800

(Registrant’s 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  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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (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

The number of shares outstanding of the registrant’s common stock as of July 29, 2011 was 54,883,725.

 

 

 


EXPLANATORY NOTE

Hansen Medical, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 with the Securities and Exchange Commission on August 8, 2011 (the “Form 10-Q”). This Form 10-Q/A Amendment No. 1 (“Amendment No. 1”) is being filed to amend the aforementioned Quarterly Report on Form 10-Q as an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.77 originally filed with the Form 10-Q. This Amendment No. 1 amends and restates the exhibit index included in Part II, Item 6 of the Form 10-Q.

The Form 10-Q has not been updated other than for the change to Part II, Item 6 indicated above. No other items included in the Form 10-Q have been amended, and such items remain in effect as of the filing date of the Form 10-Q. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company subsequent to the original filing date of the Form 10-Q.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1.

 

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PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description

    3.1(1)   Amended and Restated Certificate of Incorporation of the Registrant.
    3.2(2)   Amended and Restated Bylaws of the Registrant.
    4.1(3)   Specimen Common Stock Certificate.
    4.2(3)   Amended and Restated Investor Rights Agreement, dated November 10, 2005, between the Registrant
and certain of its stockholders.
  10.77** ++   Amendment No. 3 to Development and Supply Agreement by and between the Registrant and Luna Innovations Incorporated, dated as of May 18, 2011.
  10.78   Amendment to Secured Promissory Note and Payoff Letter by and between the Registrant
and Luna Innovations Incorporated, dated as of May 18, 2011.
  10.79   Termination of Security Interest in Trademarks and Patents, dated as of May 18, 2011,
terminating the Security Agreement by and between the Registrant and Luna Innovations
Incorporated, dated as of January 12, 2010.
  10.80+   Offer Letter by and between the Registrant and Peter Mariani, dated as of May 31, 2011.
  10.81+   Non-Plan Option Agreement by and between the Registrant and Peter Mariani, dated as of
June 20, 2011.
  31.1 ++   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
  31.2++   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
  32.1*   Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
  32.2*   Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Calculation Linkbase Document
101.LAB   XBRL Taxonomy Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

(1) Previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 28, 2007 and incorporated herein by reference.
(2) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on February 16, 2007 and incorporated herein by reference.
(3) Previously filed as an exhibit to Registrant’s Registration Statement on Form S-1, as amended, originally filed on August 16, 2006 and incorporated herein by reference.
+ Indicates management contract or compensatory plan.
++ Filed herewith.
*

The certifications in Exhibits 32.1 and 32.2 that accompanied the prior filing of this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be

 

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  incorporated by reference into any filing of Hansen Medical, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Form 10-Q/A), irrespective of any general incorporation language contained in such filing.
** Confidential treatment has been requested with respect to certain portions of this exhibit.

 

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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.

 

Dated: October 5, 2011   By:  

/s/ BRUCE J BARCLAY

    Bruce J Barclay
    Chief Executive Officer
    (Principal Executive Officer)
Dated: October 5, 2011   By:  

/s/ PETER J. MARIANI

    Peter J. Mariani
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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