10-K/A 1 a05-8751_110ka.htm 10-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

(Amendment No. 1)

 

ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

 

For the fiscal year ended December 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 000-24537

 

 

DYAX CORP.

(Exact name of Company as specified in its charter)

 

Delaware
(State of Incorporation)

04-3053198
(IRS Employer Identification No.)

 

 

300 Technology Square, Cambridge, Massachusetts 02139
(Address of principal executive offices and zip code)

 

Company’s telephone number, including area code: (617) 225-2500

 

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 Par Value
(Title of Class)

 

 

Indicate by checkmark whether the Company (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 Company 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 checkmark 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 Company’s 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. 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

 

The aggregate market value of the Company’s common stock held by nonaffiliates of the Company as of the last business day of the Company’s most recently completed fiscal second quarter, June 30, 2004, based on the last reported sale price of the Company’s common stock on The NASDAQ National Market as of the close of business on that day, was $368,368,105.  The number of shares outstanding of the Company’s Common Stock, $.01 Par Value, as of February 25, 2005, was 31,578,981.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Company’s Definitive Proxy Statement for its 2005 Annual Meeting of Shareholders to be held on May 19, 2005, which Definitive Proxy Statement was filed with the Securities and Exchange Commission on April 18, 2005, are incorporated by reference into Part III of this Form 10-K.

 

 


 

EXPLANATORY NOTE

 

Dyax Corp. (the “Company”) hereby amends its Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 1, 2005 (the “Original Filing”), for the purpose of including in the list of exhibits three exhibits filed with the Company’s quarterly reports on Form 10-Q in 2004 but omitted from the list of exhibits incorporated by reference in the Original Filing.  No other amendments to the Original Filing are being made.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this amendment contains the complete text of Item 15, the item being amended.

 

PART IV

 

ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

 

(a)   1.     FINANCIAL STATEMENTS

 

The financial statements are included under Part II, Item 8 of this Report.

 

2.     FINANCIAL STATEMENTS SCHEDULE

 

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 2004, 2003 and 2002
(In Thousands)

 

 

 

Balance at
Beginning of
Period

 

Additions

 

Deductions

 

Balance at
End of
Period

 

2004

 

$

75

 

$

—

 

$

—

 

$

75

 

2003

 

$

75

 

$

25

 

$

25

 

$

75

 

2002

 

$

75

 

$

20

 

$

20

 

$

75

 

 

 

 

Balance at
Beginning of
Period

 

Additions

 

Deductions

 

Balance at
End of
Period

 

Deferred Tax Asset Valuation Allowance:

 

 

 

 

 

 

 

 

 

2004

 

$

43,419

 

$

18,257

 

$

1,856

 

$

59,820

 

2003

 

$

45,066

 

$

975

 

$

2,622

 

$

43,419

 

2002

 

$

33,522

 

$

11,544

 

$

—

 

$

45,066

 

 

3.          EXHIBITS

 

The exhibits are listed below under Part IV, Item 15(b) of this Report.

 

2


 

(b)   EXHIBITS

 

Exhibit No.

 

Description

 

 

 

2.1

 

Purchase Agreement dated October 13, 2003 by and among Pyrosequencing AB, Dyax Corp. and Biotage, LLC. Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on November 7, 2003 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 June 30, 2004 and incorporated herein by reference.

 

 

 

3.2

 

Amended and Restated By-laws of the Company. Filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference.

 

 

 

3.3

 

Certificate of Designations Designating the Series A Junior Participating Preferred Stock of the Company. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) and incorporated herein by reference.

 

 

 

4.1

 

Specimen Common Stock Certificate. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-37394) and incorporated herein by reference.

 

 

 

4.2

 

Rights Agreement, dated June 27, 2001 between American Stock Transfer & Trust Company, as Rights Agent, and the Company. Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-24537) and incorporated herein by reference.

 

 

 

10.1

 

Amended and Restated 1995 Equity Incentive Plan, as amended on February 7, 2002. Filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 000-24537) filed with the Commission on April 22, 2002 and incorporated herein by reference.

 

 

 

10.2

 

1998 Employee Stock Purchase Plan. Filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-37394) and incorporated herein by reference.

 

 

 

10.3*

 

Form of Change of Control Agreement between the Company and Lynn G. Baird, Ph.D., Clive R. Wood, Ph.D. and Ivana Magovcevic, Ph.D., J.D. Filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and incorporated herein by reference.

 

 

 

10.4*

 

Employment Letter Agreement, dated September 1, 1999, between Stephen S. Galliker and the Company. Filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-37394) and incorporated herein by reference.

 

 

 

10.5†

 

License Agreement, dated January 24, 2001, between Debiopharm S.A. and the Company. Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 000-24537) and incorporated herein by reference.

 

 

 

10.6

 

Form of Indemnification Agreement by and between certain directors and executive officers of the Company and the Company. Filed as Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No. 333-37394) and incorporated herein by reference.

 

3


 

10.7

 

Amended and Restated Registration Rights Agreement, dated as of February 12, 2001, between holders of the Company’s capital stock named therein and the Company. Filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 000-24537) and incorporated herein by reference.

 

 

 

10.8†

 

Collaboration and License Agreement, dated October 31, 2000, between Bracco Holding, B.V. and Bracco International, B.V. and the Company. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2000 and incorporated herein by reference.

 

 

 

10.9†

 

First Amendment to the Collaboration and License Agreement, by and between Bracco Imaging S.p.A. and the Company, effective as of December 31, 2003. Filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and incorporated herein by reference.

 

 

 

10.10

 

Lease, dated June 13, 2001, between the Massachusetts Institute of Technology and the Company. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended June 30, 2001 and incorporated herein by reference.

 

 

 

10.11

 

Master Lease Agreement and related documents between the Company and General Electric Capital Corporation dated as of May 1, 2001. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended March 31, 2002 and incorporated herein by reference.

 

 

 

10.12

 

Amended and Restated Collaboration Agreement between Genzyme Corporation and the Company dated May 31, 2002. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended June 30, 2002 and incorporated herein by reference.

 

 

 

10.13

 

Senior Secured Promissory Note between Genzyme Corporation and the Company dated May 31, 2002. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended June 30, 2002 and incorporated herein by reference.

 

 

 

10.14

 

Security Agreement between Genzyme Corporation and the Company dated May 31, 2002. Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended June 30, 2002 and incorporated herein by reference.

 

 

 

10.15

 

Amendment No. 1 to Amended and Restated Collaboration Agreement between Genzyme Corporation and the Company, dated as of September 30, 2003. Filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and incorporated herein by reference.

 

 

 

10.16

 

First Amendment to Security Agreement between Genzyme Corporation and the Company dated as of October 15, 2003. Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and incorporated herein by reference.

 

 

 

10.17

 

License Agreement between XOMA Ireland Limited and the Company dated October 16, 2002. Filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-24537) and incorporated herein by reference.

 

4


 

10.18†

 

Amendment Agreement between Cambridge Antibody Technology Limited and the Company dated January 6, 2003. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended March 31, 2003 and incorporated herein by reference.

 

 

 

10.19†

 

Second Amendment Agreement between Cambridge Antibody Technology Limited and the Company dated September 18, 2003. Filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 000-24537) filed on December 29, 2003 and incorporated herein by reference.

 

 

 

10.20

 

Form of the Company’s Incentive Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan for all U.S. employees, including its executive officers. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2004 and incorporated herein by reference.

 

 

 

10.21

 

Form of the Company’s Nonstatutory Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan for its U.S. employees, including its executive officers. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2004 and incorporated herein by reference.

 

 

 

10.22

 

Form of the Company’s Nonstatutory Stock Option Certificate under the Company’s Amended and Restated 1995 Equity Incentive Plan for its non-employee directors. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended September 30, 2004 and incorporated herein by reference.

 

 

 

10.23††

 

Second Amendment to the Collaboration and License Agreement, by and between Bracco Imaging S.p.A. and the Company, effective as of January 3, 2005.

 

 

 

10.24*

 

Employment Letter Agreement dated August 28, 2001 between Lynn G. Baird, Ph.D. and the Company.  Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended March 31, 2004 and incorporated herein by reference.

 

 

 

10.25*

 

Employment Letter Agreement dated June 27, 2003 between Clive R. Wood, Ph.D. and the Company.  Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended March 31, 2004 and incorporated herein by reference.

 

 

 

14.1

 

Code of Business Conduct and Ethics of the Company. Filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-24537) and incorporated herein by reference.

 

 

 

21.1††

 

Subsidiaries of the Company.

 

 

 

23.1††

 

Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.

 

 

 

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.

 

 

 

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.

 

 

 

32.1††

 

Certification pursuant to 18 U.S.C. Section 1350.

 

 

 

99.1††

 

Important Factors That May Affect Future Operations and Results.

 

5


 

*      Indicates a contract with management.

 

†      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.

 

††    Previously filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “Original Filing”).

 

†††  These certifications, which were filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this amendment.

 

6


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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, this 6th day of May 2005.

 

 

 

 

DYAX CORP.

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Stephen S. Galliker

 

 

 

 

 

Stephen S. Galliker
Executive Vice President, Finance and Administration
and Chief Financial Officer

 

7