10-Q/A 1 a04-7947_110qa.htm 10-Q/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark one)

ý

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

 

For the quarterly period ended March 31, 2004

 

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 number: 000-24207

 

 

ABGENIX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

94-3248826

(State or other jurisdiction of
incorporation or organization)

 

(IRS employer
Identification number)

 

 

 

6701 Kaiser Drive, Fremont, CA

 

94555

(Address of principal executive office)

 

(Zip Code)

 

(510) 284-6500

(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 in 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.  Yes ý  No o

 

As of April 30, 2004 there were 88,721,364 shares of the Registrant’s Common Stock outstanding.

 

 


 

EXPLANATORY NOTE

 

This amended quarterly report on Form 10-Q/A is being filed to amend Part II, Item 6, of the Company’s Form 10-Q for the period ended March 31, 2004, for the sole purpose of re-filing Exhibit 10.87.  Exhibit 10.87 is being re-filed in response to comments received from the SEC as a result of the SEC’s review of the Company’s confidential treatment request covering certain portions of Exhibit 10.87.  No other modifications or changes have been made to Part II, Item 6 or any other portions of the Company’s Form 10-Q as originally filed.  This amendment to our Form 10-Q does not reflect events occurring after the filing of our original Form 10-Q or modify or update those disclosures affected by subsequent events.

 


 

PART II. OTHER INFORMATION

 

ITEM 6. Exhibits and Reports on Form 8-K

 

                                                (a)                                  Exhibits

 

Number

 

Description

 

 

 

3.1(1)

 

Amended and Restated Certificate of Incorporation of Abgenix, as currently in effect.

3.2(2)

 

Amended and Restated Bylaws of Abgenix, as currently in effect.

10.87++

 

Amendment No. 1 to Collaboration and License Agreement, between Abgenix, Inc. and AstraZeneca UK Ltd., dated March 19, 2004.

31.1

 

Certification of Raymond M. Withy, Ph.D. Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Barbara Riching Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Raymond M. Withy, Ph.D. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Barbara Riching Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

++                                  Confidential treatment has been requested for portions of the exhibit.  Omitted portions have been filed separately with the Commission.

 

(1)                                  Incorporated by reference to the same exhibit filed with Abgenix’s Annual Report on Form 10-K for the year ended December 31, 2002.

 

(2)                                  Incorporated by reference to the same exhibit filed with Abgenix’s Annual Report on Form 10-K for the year ended December 31, 2001.

 

                                                (b) Reports on Form 8-K

 

We filed a Form 8-K on February 24, 2004, furnishing under “Item 12. Disclosure of Results of Operations and Financial Condition” a press release we issued on that date to report our financial results for the year ended December 31, 2003.

 

We filed a Form 8-K on April 27, 2004, furnishing under “Item 12. Disclosure of Results of Operations and Financial Condition” a press release we issued on that date to report our financial results for the quarter ended March 31, 2004.

 


 

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: July 21, 2004

 

 

 

ABGENIX, INC.

 

(Registrant)

 

 

 

/s/ RAYMOND M. WITHY

 

Raymond M. Withy, Ph.D.

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

/s/ BARBARA RICHING

 

Barbara Riching

 

Senior Director, Finance

 

(Principal Financial and Accounting Officer)