LA JOLLA PHARMACEUTICAL CO - 10-Q - 20040507 - PART_II
Based upon that evaluation, our principal executive officer and
principal financial officer have concluded that these disclosure
controls and procedures are effective in timely alerting them to
material information relating to La Jolla Pharmaceutical Company
required to be included in our periodic SEC filings.
(b) There were no changes in our internal control over financial
reporting that occurred during our most recent fiscal quarter that
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibits
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of the Company (1)
3.2
Amended and Restated Bylaws of the Company (2)
4.1
Rights Agreement dated as of December 3, 1998 between the Company and
American Stock Transfer & Trust Company (3)
4.2
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Company (4)
4.3
Amendment to Rights Agreement, effective as of July 21, 2001, between
the Company and American Stock Transfer & Trust Company (5)
10.1
Stock Option Agreement dated February 4, 1993 entitling Joseph Stemler
to purchase 35,000 shares of Common Stock (6)*
10.2
Steven B. Engle Employment Agreement (6)*
10.3
Amendment No. 1 to Steven B. Engle Employment Agreement (7)*
10.4
Amendment No. 2 to Steven B. Engle Employment Agreement (1)*
10.5
Amendment No. 3 to Steven B. Engle Employment Agreement (23)*
10.6
Form of Directors and Officers Indemnification Agreement (6)
10.7
Option and Collaborative Research Agreement, dated June 10, 1991,
regarding certain compounds for potential treatment of muscular
dystrophies or myasthenia gravis between the Company and CepTor
Corporation (6)
10.8
Form of Employee Invention and Confidential Information Agreement (6)
10.9
Industrial Real Estate Lease (6)
10.10
La Jolla Pharmaceutical Company 1989 Incentive Stock Option Plan and
1989 Nonstatutory Stock Option Plan (6) *
10.11
Form of Stock Option Agreement under the 1989 Nonstatutory Stock
Option Plan (6)*
10.12
La Jolla Pharmaceutical Company 1994 Stock Incentive Plan (Amended and
Restated as of May 16, 2003) (23)*
La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan
(Amended and Restated as of May 22, 2002) (8)*
10.14
Letter of Agreement, dated June 7, 1993, between the Company and
Vector Securities International regarding Vector’s engagement as
financial advisor to the Company with respect to potential corporate
strategic alliances (6)
10.15
Second Amendment to Lease, dated June 30, 1994, by and between the
Company and BRE Properties, Inc. (9)
10.16
Third Amendment to Lease, dated January 26, 1995, by and between the
Company and BRE Properties, Inc. (10)
10.17
Master Lease Agreement, dated September 13, 1995, by and between the
Company and Comdisco Electronics Group (11)
10.18
Agreement, dated September 22, 1995, between the Company and Joseph
Stemler regarding option vesting (12) *
10.19
Building Lease Agreement, effective November 1, 1996, by and between
the Company and WCB II-S BRD Limited Partnership (13)
10.20
Master Lease Agreement, dated December 20, 1996, by and between the
Company and Transamerica Business Credit Corporation (14)
10.21
License and Supply Agreement, dated December 23, 1996, by and between
the Company and Abbott Laboratories (14) (15)
10.22
Stock Purchase Agreement, dated December 23, 1996, by and between the
Company and Abbott Laboratories (14)
10.23
Waiver of Contractual Restrictions dated February 6, 2001 (16)
10.24
Master Lease Agreement No. 2, dated June 23, 1998, by and between the
Company and Transamerica Business Credit Corporation (17)
10.25
Supplement to employment offer letter for Matthew Linnik, Ph.D. (18)*
10.26
Supplement to employment offer letter for William J. Welch (19)*
10.27
Supplement to employment offer letter for Theodora Reilly (19)*
10.28
Supplement to employment offer letter for Paul Jenn, Ph.D. (19)*
10.29
Supplement to employment offer letter for Bruce K. Bennett, Jr. (20)*
10.30
Supplement to employment offer letter for Kenneth R. Heilbrunn (8)*
10.31
Reserved.
10.32
Reserved.
10.33
Master Security Agreement, effective September 6, 2002, between the
Company and General Electric Capital Corporation (21)
10.34
Promissory Note, dated as of September 26, 2002, between the Company
and General Electric Capital Corporation (21)
10.35
Amendment to Promissory Note, effective as of September 27, 2002,
between the Company and General Electric Capital Corporation (21)
10.36
Promissory Note, dated as of December 30, 2002, between the Company
and General Electric Capital Corporation (22)
10.37
Promissory Note, dated as of April 23, 2003, between the Company and
General Electric Capital Corporation (22)
10.38
Promissory Note, dated as of June 27, 2003, between the Company and
General Electric Capital Corporation (23)
10.39
Promissory Note, dated as of September 26, 2003, between the Company
and General Electric Capital Corporation (24)
10.40
Promissory Note, dated as of December 18, 2003, between the Company
and General Electric Capital Corporation (28)
Lease Renewal Amendment, dated as of July 1, 2003, between the Company
and General Electric Capital Corporation Successor In Interest to
Comdisco, Inc. as of February 26, 2002 (24)
10.42
Underwriting Agreement, dated as of August 7, 2003, between the
Company and Pacific Growth Equities, LLC (25)
10.43
Underwriting Agreement, dated as of February 19, 2004, between the
Company and Pacific Growth Equities, LLC (27)
10.44
Form of Registration Rights Agreement, dated January 2002, between the
Company and the initial purchasers (26)
10.45
Form of Stock Purchase Agreement, dated January 2002, between the
Company and the initial purchasers (26)
10.46
Form of Registration Rights Agreement, dated February 5, 2001, between
the Company and the initial purchasers (24)
10.47
Form of Stock Purchase Agreement, dated February 5, 2001, between the
Company and the initial purchasers (24)
10.48
Form of Registration Rights Agreement, dated July 19, 2000, between
the Company and the initial purchasers (24)
10.49
Form of Stock Purchase Agreement, dated July 19, 2000, between the
Company and the initial purchasers (24)
10.50
Form of Registration Rights Agreement, dated February 10, 2000,
between the Company and the initial purchasers (24)
10.51
Form of Stock Purchase Agreement, dated February 10, 2000, between the
Company and the initial purchasers (24)
10.52
Underwriting Agreement, dated February 19, 2004, by and between the
Company and Pacific Growth Equities, LLC (29)
10.53
Supplement to employment offer letter for Gail Sloan *
10.54
Promissory Note, dated as of March 31, 2004, between the Company and
General Electric Capital Corporation
31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
This exhibit is a management contract or compensatory plan or
arrangement.
(1)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 1999 and incorporated by reference
herein.
(2)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2000 and incorporated by reference
herein.
(3)
Previously filed with the Company’s Registration Statement on Form
8-A (No. 000-24274) as filed with the Securities and Exchange
Commission on December 4, 1998.
(4)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 1999 and incorporated by reference
herein.
(5)
Previously filed with the Company’s report on Form 8-K filed on
January 26, 2001 and incorporated by reference herein. The changes
effected by the Amendment are also reflected in the Amendment to
Application for Registration on Form 8-A/A filed on January 26, 2001.
(6)
Previously filed with the Company’s Registration Statement on Form
S-1 (No. 33-76480) filed on March 16, 1994.
(7)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 1997 and incorporated by reference
herein.
(8)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 2002 and incorporated by reference
herein.
(9)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 1994 and incorporated by reference herein.
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended March 31, 1995 and incorporated by reference
herein.
(11)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 1995 and incorporated by reference
herein.
(12)
Previously filed with the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 1995 and incorporated by reference
herein.
(13)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 1996 and incorporated by reference
herein.
(14)
Previously filed with the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated by reference
herein.
(15)
Portions of the Exhibit 10.20 have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934.
(16)
Previously filed with the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 2000 and incorporated by reference
herein.
(17)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 1998 and incorporated by reference
herein.
(18)
Previously filed with the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 1999 and incorporated by reference
herein.
(19)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 2001 and incorporated by reference
herein.
(20)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended March 31, 2002 and incorporated by reference
herein.
(21)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2002 and incorporated by reference
herein.
(22)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended March 31, 2003 and incorporated by reference
herein.
(23)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 2003 and incorporated by reference
herein.
(24)
Previously filed with the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2003 and incorporated by reference
herein.
(25)
Previously filed with the Company’s current report on Form 8-K
filed August 12, 2003 and incorporated by reference herein.
(26)
Previously filed with the Company’s current report on Form 8-K
filed January 16, 2002 and incorporated by reference herein.
(27)
Previously filed with the Company’s current report on Form 8-K
filed February 20, 2004 and incorporated by reference herein.
(28)
Previously filed with the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 2003 and incorporated by reference
herein.
(29)
Previously filed with the Company’s current report on Form 8-K
filed February 20, 2004 and incorporated by reference herein.
(b)
Reports on Form 8-K
On February 17, 2004, we filed a current report on Form 8-K to
report that our NDA for Riquent was accepted for review by the FDA. On
February 20, 2004, we filed a current report on Form 8-K to report that
we had entered into an underwriting agreement, pursuant to which we
agreed to sell 8,695,653 shares of our common stock in an underwritten
public offering, that we had granted the underwriter an option,
exercisable within 30 days of the date of the prospectus supplement, to
purchase an additional 1,304,347 shares to cover over-allotments, and
that we had filed a prospectus supplement with the Securities and
Exchange Commission relating to the offering of the shares. On February
26, 2004, we filed a current report on Form 8-K to report that we had
completed our previously announced public offering. On March 2, 2004,
we filed a current report on Form 8-K pursuant to which we furnished a
release regarding our fourth quarter and year end financial results for
2003. On March 3, 2004, we filed a current report on Form 8-K to
report that Steven Engle would present at the Lehman Brothers Seventh
Annual Global Healthcare Conference. On March 8, 2004, we filed a
current report on Form 8-K to report that the underwriter for the
February 2004 public offering of shares of common stock had purchased an
additional 1,304,347 shares at the initial offering price per share
pursuant to the over-allotment option granted to the underwriter in
connection with the offering. On March 10, 2004, we filed a current
report on Form 8-K to report that Steven Engle would present at the SG
Cowen 24th Annual Healthcare Conference and that Gail Sloan was promoted
to Vice President of Finance, Controller and Secretary. On March 11,
2004, we filed a current report on Form 8-K to report additional data
from our Phase 3 and 2/3 clinical trials of Riquent. On March 22, 2004,
we filed a current report on Form 8-K to report that Steven Engle would
present at the Wells Fargo Securities Healthcare Conference. On April
21, 2004, we filed a current report on Form 8-K to report that we would
present results from our clinical trials of Riquent® (abetimus sodium,
formerly known as LJP 394) for the treatment of lupus renal disease at
the 7th International Congress on Systemic Lupus Erythematosus (SLE) and
Related Conditions.
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