SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

 

FORM 10-Q/A

 

 

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

 

 

For the quarterly period ended September 30, 2003

 

 

MedImmune, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-19131

 

52-1555759

(State or other jurisdiction of
incorporation or organization)

 

(Commission File No.)

 

(I. R. S. Employer
Identification No.)

 

 

35 West Watkins Mill Road, Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code (301) 417-0770

 

 

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

 

As of November 5, 2003, 247,535,950 shares of Common Stock, par value $0.01 per share, were outstanding.

 

 



 

Explanatory Note

 

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 is being filed solely for the purpose of amending the Exhibit Index hereto and filing Exhibits 10.26.3 and 10.195, filed herewith.

 

2



 

PART I - OTHER INFORMATION

 

 

Exhibits:

 

 

10.26.3*

 

Third Amendment to the Distribution Agreement between MedImmune, Inc. and Abbott International dated July 1, 2003.

10.195*

 

Master Amendment Agreement between MedImmune, Inc. and Wyeth dated September 30, 2003

31.1

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as permitted by Item 601(b)(32)(ii) of Regulation S-K.  This Exhibit 32 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not and should not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 


*  Certain portions of this Exhibit were omitted by means of redacting a portion of the text.  This Exhibit has been filed separately with the Secretary of the Commission pursuant to our application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

3



 

(b) Reports on Form 8-K:

 

Report Date

 

Event Reported

July 10, 2003

 

MedImmune Announces Proposed $500 Million Convertible Notes Offering

July 24, 2003

 

MedImmune Reports Record Revenues for 2003 Six-Month Period and Second Quarter.

August 14, 2003

 

MedImmune Announces Addition of Dr. David Baltimore, Ph.D. to Board of Directors

 

4



 

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 hereunto duly authorized.

 

 

 

MEDIMMUNE, INC.

 

(Registrant)

 

 

 

/s/ Gregory S. Patrick

 

Date: December 22, 2003

Gregory S. Patrick

 

Senior Vice President and Chief Financial Officer

 

Principal Financial Officer

 

 

 

/s/ Lota S. Zoth

 

Date: December 22, 2003

Lota S. Zoth

 

Vice President and Controller

 

Principal Accounting Officer

 

5



 

EXHIBIT INDEX

 

Exhibits:

 

 

10.26.3*

 

Third Amendment to the Distribution Agreement between MedImmune, Inc. and Abbott International dated July 1, 2003.

10.195*

 

Master Amendment Agreement between MedImmune, Inc. and Wyeth dated September 30, 2003

31.1

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

 

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as permitted by Item 601(b)(32)(ii) of Regulation S-K.  This Exhibit 32 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not and should not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 


*  Certain portions of this Exhibit were omitted by means of redacting a portion of the text.  This Exhibit has been filed separately with the Secretary of the Commission pursuant to our application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

6