Attached files
file | filename |
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EX-31.4 - EX-31.4 - Horizon Therapeutics Public Ltd Co | d377184dex314.htm |
EX-31.3 - EX-31.3 - Horizon Therapeutics Public Ltd Co | d377184dex313.htm |
EX-10.65 - EX-10.65 - Horizon Therapeutics Public Ltd Co | d377184dex1065.htm |
EX-10.62 - EX-10.62 - Horizon Therapeutics Public Ltd Co | d377184dex1062.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 3)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
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 001-35238
HORIZON PHARMA PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
Ireland | Not Applicable | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
Connaught House, 1st Floor 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland |
Not Applicable | |
(Address of principal executive offices) | (zip code) |
011 353 1 772 2100
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on Which Registered | |
Ordinary shares, nominal value $0.0001 per share | The NASDAQ Global Select Market |
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 ☒ No ☐.
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 ☐ No ☒.
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 ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrants voting ordinary shares held by non-affiliates of the registrant, based upon the $15.82 per share closing sale price of the registrants ordinary shares on June 30, 2014 (the last business day of the registrants most recently completed second quarter), was approximately $1.0 billion. Solely for purposes of this calculation, the registrants directors and executive officers and holders of 10% or more of the registrants outstanding ordinary shares have been assumed to be affiliates and an aggregate of 9,164,811 shares of the registrants voting ordinary shares held by such persons on June 30, 2014 are not included in this calculation.
As of February 20, 2015, the registrant had outstanding 125,100,210 ordinary shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for the registrants 2015 Annual Meeting of Shareholders are incorporated by reference into Part III of the registrants Annual Report on Form 10-K.
EXPLANATORY NOTE
Horizon Pharma Public Limited Company (the Company) is filing this Amendment No. 3 to Annual Report on Form 10-K/A (this Amendment) to amend the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission (the SEC) on February 27, 2015 and as previously amended on March 2, 2015 and April 10, 2015 (the 10-K). This Amendment is being filed solely to re-file revised redacted versions of Exhibits 10.62 and 10.65 to the 10-K, reflecting changes to the Companys confidential treatment request with respect to certain portions of such exhibits. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits to this Amendment.
No attempt has been made in this Amendment to modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 10-K and the registrants other filings with the SEC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Horizon Pharma plc | ||
By: | /s/ Paul W. Hoelscher | |
Paul W. Hoelscher | ||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: May 26, 2017
INDEX TO EXHIBITS
Exhibit |
Description of Document | |
10.62** | License Agreement for Interferon Gamma, dated May 5, 1998, by and between Genentech, Inc. and Connetics Corporation. | |
10.65** | Amendment No. 3 to License Agreement for Interferon Gamma, dated April 27, 1999, by and between Genentech, Inc. and Connetics Corporation. | |
31.3 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. | |
31.4 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. |
** | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |