Attached files
| file | filename |
|---|---|
| EX-10.4 - EXHIBIT 10.4 - DYAX CORP | dyax_amendedxexhibit104.htm |
| EX-10.5 - EXHIBIT 10.5 - DYAX CORP | dyax_amendedxexhibit105.htm |
| EX-31.1 - EXHIBIT 31.1 - DYAX CORP | dyax_10-qxax2016xexhibit311.htm |
| EX-31.2 - EXHIBIT 31.2 - DYAX CORP | dyax_10-qxax2016xexhibit312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
For the quarterly period ended September 30, 2015 | |||
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 No. 000-24537
DYAX CORP. |
(Exact Name of Registrant as Specified in its Charter) |
DELAWARE | 04-3053198 | |
(State of Incorporation) | (I.R.S. Employer Identification Number) | |
55 Network Drive Burlington, MA 01803 |
(Address of Principal Executive Offices) |
(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 ý NO o
Indicate by check mark whether the registrant has submitted electronically and posted on it 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 such shorter period that the registrant was required to submit and post such files).
YES ý 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 definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO ý
Number of shares outstanding of Dyax Corp.’s Common Stock, par value $0.01, as of December 11, 2015: 147,184,538
EXPLANTORY NOTE
This Amendment No. 1 amends Dyax Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was filed with the Securities and Exchange Commission on November 6, 2015 (the “Original Filing”). Dyax Corp (the “Company”) is filing this Amendment No. 1 for the sole purpose of including certain previously redacted information in Exhibits 10.4 and 10.5. Except for Part II, Item 6, Amendment No. 1 does not include the text of the Original Filing, and does not update or modify any of the disclosures or other information contained in the Original Filing.
Part II – OTHER INFORMATION
Item 6 – EXHIBITS
EXHIBIT NO. | DESCRIPTION | |
2.1 | Agreement and Plan of Merger, dated as of November 2, 2015, by and among the Company, Shire Pharmaceuticals International, Parquet Courts, Inc. and Shire plc.* Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
3.1 | Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference. | |
3.2 | Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on May 13, 2011 and incorporated herein by reference. | |
3.3 | Amended and Restated Bylaws of the Company, effective as of November 2, 2015. Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
10.1 | Form of the Company’s Incentive Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.2 | Form of the Company’s Non-Qualified Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.3 | Form of the Company’s Restricted Stock Unit Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.4† | Master Development & Manufacturing Services Agreement, by and between Dyax Corp. and Rentschler Biotechnologie GmbH dated June 11, 2014, and as amended by the First Amendment entered into July 29, 2014, the Second Amendment entered into February 3, 2015, the Third Amendment entered into May 11, 2015, the Fourth Amendment entered into on or around May 22, 2015, and the Fifth Amendment entered into September 3, 2015. Filed herewith. | |
10.5† | Manufacturing Services Agreement between Dyax Corp. and Cook Pharmica LLC dated February 20, 2015, as amended by the First Amendment to the Manufacturing Services Agreement entered into July 22, 2015. Filed herewith. | |
10.6 | Form of Contingent Value Rights Agreement to be entered into between Shire plc and American Stock Transfer & Trust Company, LLC. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
31.1 | Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. | |
31.2 | Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. | |
† This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
DYAX CORP.
SIGNATURE
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.
DYAX CORP. | ||
Date: January 14, 2016 | ||
/s/ George Migausky | ||
George Migausky Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Dyax Corp.
Exhibit Index
EXHIBIT NO. | DESCRIPTION | |
2.1 | Agreement and Plan of Merger, dated as of November 2, 2015, by and among the Company, Shire Pharmaceuticals International, Parquet Courts, Inc. and Shire plc.* Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
3.1 | Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2008 and incorporated herein by reference. | |
3.2 | Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on May 13, 2011 and incorporated herein by reference. | |
3.3 | Amended and Restated Bylaws of the Company, effective as of November 2, 2015. Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
10.1 | Form of the Company’s Incentive Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.2 | Form of the Company’s Non-Qualified Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.3 | Form of the Company’s Restricted Stock Unit Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan. Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) filed on November 6, 2015 and incorporated herein by reference. | |
10.4† | Master Development & Manufacturing Services Agreement, by and between Dyax Corp. and Rentschler Biotechnologie GmbH dated June 11, 2014, and as amended by the First Amendment entered into July 29, 2014, the Second Amendment entered into February 3, 2015, the Third Amendment entered into May 11, 2015, the Fourth Amendment entered into on or around May 22, 2015, and the Fifth Amendment entered into September 3, 2015. Filed herewith. | |
10.5† | Manufacturing Services Agreement between Dyax Corp. and Cook Pharmica LLC dated February 20, 2015, as amended by the First Amendment to the Manufacturing Services Agreement entered into July 22, 2015. Filed herewith. | |
10.6 | Form of Contingent Value Rights Agreement to be entered into between Shire plc and American Stock Transfer & Trust Company, LLC. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on November 2, 2015 and incorporated herein by reference. | |
31.1 | Certification of Chief Executive Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. | |
31.2 | Certification of Chief Financial Officer Pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended. Filed herewith. | |
† This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.