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EX-31.1 - EX-31.1 - Aptalis Pharma Incd344353dex311.htm
EX-31.2 - EX-31.2 - Aptalis Pharma Incd344353dex312.htm
EX-10.30 - EX-10.30 - Aptalis Pharma Incd344353dex1030.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

 

 

 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2011

 

¨ 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 333-153896

 

 

APTALIS PHARMA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   74-3249870
(State or Other Jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification No.)

22 Inverness Center Parkway

Suite 310

Birmingham, AL

  35242
(Address of Principal Executive Offices)   (Zip Code)

(205) 991-8085

(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  ¨    No  ¨

Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, but is not required to file such reports under such sections.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (paragraph 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  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 definitions of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

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 27, 2012, there were 100 shares of common stock of the registrant outstanding, all of which were owned by Aptalis MidHoldings Inc.

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 to Aptalis Pharma Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended December 31, 2011 (the “Form 10-Q”) is being filed for the sole purpose of re-filing Exhibit 10.30. No other changes have been made to the Form 10-Q.

This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

PART II. OTHER INFORMATION

Item 6. Exhibits.

 

Exhibit No.

  

Exhibit

10.30    Commercialization and License Agreement entered into as of December 28, 2011 by and among Strakan, ProStrakan Inc. and Aptalis Pharma US, Inc.*
10.31    Supply Agreement entered into as of December 28, 2011 by and among Strakan International S.ÀR.L. and Aptalis Pharma US, Inc.*1
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

* Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission.

 

 

1 

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 filed on February 10, 2012 (File No. 333-153896).


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.

 

    APTALIS PHARMA INC.
Date: April 27, 2012     BY:   /s/ Steve Gannon
      Steve Gannon
      Senior Vice President, Finance, Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit

10.30    Commercialization and License Agreement entered into as of December 28, 2011 by and among Strakan, ProStrakan Inc. and Aptalis Pharma US, Inc.*
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

* Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission.