Form 10-Q Amendment
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

 

 

(Mark One)

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

 

For the quarterly period ended September 30, 2004

 

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 0-32405

 

 

SEATTLE GENETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   91-1874389

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

21823 30th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code): (425) 527-4000

 

 

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 x NO ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

 

As of October 29, 2004, there were 41,951,636 shares of the registrant’s common stock outstanding.

 

 

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Table of Contents

 

Seattle Genetics, Inc.

For the quarter ended September 30, 2004

 

INDEX

 

          Page

EXPLANATORY NOTE

   3

PART II. OTHER INFORMATION

   4

Item 6.

    Exhibits and Reports on Form 8-K    4

SIGNATURES

    5

EXHIBIT INDEX

    6

 

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Table of Contents

 

EXPLANATORY NOTE

 

This amended quarterly report on Form 10-Q/A is being filed solely for the purpose of refiling Exhibits 10.1, 10.2, 10.3 and 10.4 (the “Exhibits”) in connection with a pending application for confidential treatment. The Exhibits were originally filed with Seattle Genetics’ quarterly report on Form 10-Q on November 10, 2004. The redactions to the Exhibits have been amended in accordance with a revised application for confidential treatment filed separately by Seattle Genetics with the Securities and Exchange Commission and concurrently with this amended quarterly report. Seattle Genetics has made no further change to the previously filed quarterly report.

 

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Table of Contents

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits and Reports on Form 8-K

 

(a) Exhibits:

 

Number
  

Description

3.1*   Amended and Restated Certificate of Incorporation of Seattle Genetics, Inc.
3.2****   Amended and Restated Bylaws of Seattle Genetics, Inc.
3.3**   Certificate of Designations of Series A Convertible Preferred Stock of Seattle Genetics, Inc.
4.1*   Specimen Stock Certificate.
4.2*   Amended and Restated Investors’ Rights Agreement dated December 22, 1999 among Seattle Genetics, Inc. and certain of its stockholders.
4.3****   Amendment to Amended and Restated Investors’ Rights Agreement dated July 8, 2003 among Seattle Genetics, Inc. and certain of its stockholders.
4.4***   Investor Rights Agreement dated July 8, 2003 among Seattle Genetics, Inc. and certain of its stockholders.
10.1†   Collaboration and License Agreement dated September 27, 2004 between Seattle Genetics, Inc. and Bayer Pharmaceuticals Corporation.
10.2†   Collaboration Agreement dated July 20, 2004 between Seattle Genetics, Inc. and Applera Corporation through its Celera Genomics Group.
10.3†   Amendment No. 2 to Collaboration Agreement dated August 16, 2004 between Seattle Genetics, Inc. and Genencor International, Inc.
10.4†   Amendment No. 3 to License Agreement dated August 17, 2004 between Seattle Genetics, Inc., and Arizona Science & Technology Enterprises d/b/a Arizona Technology Enterprises.
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1††   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2††   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
* Previously filed as an exhibit to Registrant’s registration statement on Form S-1, File No. 333-50266, originally filed with the Commission on November 20, 2000, as subsequently amended, and incorporated herein by reference.

 

** Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the Commission on June 5, 2003.

 

*** Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2003.

 

**** Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 12, 2003.

 

† Confidential treatment requested as to certain portions of this Exhibit.

 

†† Previously filed.

 

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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.

 

SEATTLE GENETICS, INC.

By:

   /s/    TIM J. CARROLL        
   

Tim J. Carroll

Chief Financial Officer

 

Date: August 1, 2005

 

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Table of Contents

 

EXHIBIT INDEX

 

Number
  

Description

3.1*   Amended and Restated Certificate of Incorporation of Seattle Genetics, Inc.
3.2****   Amended and Restated Bylaws of Seattle Genetics, Inc.
3.3**   Certificate of Designations of Series A Convertible Preferred Stock of Seattle Genetics, Inc.
4.1*   Specimen Stock Certificate.
4.2*   Amended and Restated Investors’ Rights Agreement dated December 22, 1999 among Seattle Genetics, Inc. and certain of its stockholders.
4.3****   Amendment to Amended and Restated Investors’ Rights Agreement dated July 8, 2003 among Seattle Genetics, Inc. and certain of its stockholders.
4.4***   Investor Rights Agreement dated July 8, 2003 among Seattle Genetics, Inc. and certain of its stockholders.
10.1†   Collaboration and License Agreement dated September 27, 2004 between Seattle Genetics, Inc. and Bayer Pharmaceuticals Corporation.
10.2†   Collaboration Agreement dated July 20, 2004 between Seattle Genetics, Inc. and Applera Corporation through its Celera Genomics Group.
10.3†   Amendment No. 2 to Collaboration Agreement dated August 16, 2004 between Seattle Genetics, Inc. and Genencor International, Inc.
10.4†   Amendment No. 3 to License Agreement dated August 17, 2004 between Seattle Genetics, Inc., and Arizona Science & Technology Enterprises d/b/a Arizona Technology Enterprises.
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1††   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2††   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
* Previously filed as an exhibit to the registrant’s registration statement on Form S-1, File No. 333-50266, originally filed with the Commission on November 20, 2000, as subsequently amended, and incorporated herein by reference.

 

** Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the Commission on June 5, 2003.

 

*** Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2003.

 

**** Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 12, 2003.

 

† Confidential treatment requested as to certain portions of this Exhibit.

 

†† Previously filed.

 

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