California | 2834 | 94-3133088 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Amount of |
Proposed Maximum |
Proposed Maximum |
Amount of |
|||||||||||||||||
Title of Each Class of |
Shares to be |
Offering |
Aggregate |
Registration |
||||||||||||||||
Securities to be Registered | Registered | Price per Share | Offering Price | Fee | ||||||||||||||||
Common Stock, no par value per share(1)
|
68,229,726 | (2) | $ | 0.135 | (3) | $ | 9,211,013.01 | $ | 656.75 | |||||||||||
Total
|
68,229,726 | $ | 9,211,013.01 | $ | 656.75 | (4) | ||||||||||||||
(1) | Includes associated rights (the Preferred Share Purchase Rights) to purchase shares of Series A Junior Participating Preferred Stock, no par value per share, of Aradigm Corporation (the Registrant). The Preferred Share Purchase Rights are attached to shares of common stock, no par value per share (the Common Stock), of the Registrant in accordance with the Amended and Restated Rights Agreement, dated as of September 5, 2008 (the Rights Agreement), as amended from time to time, by and between the Registrant and Computershare Trust Company, N.A., as Rights Agent. The Preferred Share Purchase Rights are not exercisable until the occurrence of certain events specified in the Rights Agreement, are evidenced by the stock certificates representing the Common Stock and are transferable solely with the Common Stock. The value attributable to the Preferred Share Purchase Rights, if any, is reflected in the value of the Common Stock. | |
(2) | Consists of shares to be offered by selling shareholders. Consists of (a) 34,702,512 outstanding shares of common stock issued in a private placement that closed on June 21, 2010 (the June 2010 private placement), (b) 7,527,214 outstanding shares of common stock that were issued upon exercise of warrants issued in the June 2010 private placement and (c) 26,000,000 outstanding shares of common stock that were issued under a stock purchase agreement, dated as of July 30, 2010, by and among the Registrant and Novo Nordisk A/S. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), there is also being registered hereby such indeterminate number of additional shares of common stock as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. | |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices of the Registrants common stock reported on the OTC Bulletin Board on August 9, 2010. | |
(4) | Previously paid. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC registration fee
|
$ | 656.75 | ||
Legal fees
|
85,000.00 | |||
Accounting fees
|
3,500.00 | |||
Miscellaneous fees
|
23,180.00 | |||
Total
|
$ | 112,336.75 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
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Item 16. | Exhibits and Financial Statement Schedules. |
Item 17. | Undertakings. |
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By: |
/s/ Igor
Gonda
|
Signature
|
Title
|
Date
|
||||
/s/ Igor
Gonda Igor Gonda |
President, Chief Executive Officer and Director (Principal Executive Officer) |
November 8, 2010 | ||||
/s/ Nancy
E. Pecota Nancy E. Pecota |
Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) | November 8, 2010 | ||||
* Virgil D. Thompson |
Chairman of the Board and Director | November 8, 2010 | ||||
* Frank H. Barker |
Director | November 8, 2010 | ||||
* John M. Siebert |
Director | November 8, 2010 | ||||
Tamar D. Howson |
Director | |||||
*By: |
/s/ Igor
Gonda Name: Igor Gonda Title: Attorney-in-fact |
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Exhibit |
||||
No. |
Description
|
|||
3 | .1(1) | Amended and Restated Articles of Incorporation of the Company, as amended. | ||
3 | .2(2) | Amended and Restated Bylaws of the Company, as amended. | ||
3 | .3(3) | Certificate of Determination of Series A Junior Participating Preferred Stock. | ||
3 | .4(4) | Amended and Restated Certificate of Determination of Preferences of Series A Convertible Preferred Stock. | ||
3 | .5(3) | Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company. | ||
3 | .6(3) | Certificate of Amendment of Certificate of Determination of Series A Junior Participating Preferred Stock. | ||
3 | .7(5) | Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company. | ||
3 | .8(5) | Certificate of Amendment of Certificate of Determination of Series A Junior Participating Preferred Stock. | ||
3 | .9(6) | Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company. | ||
3 | .10(17) | Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company. | ||
3 | .11(24) | Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company. | ||
4 | .1 | Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10. | ||
4 | .2(1) | Specimen common stock certificate. | ||
5 | .1 | Opinion of Morrison & Foerster LLP | ||
10 | .1(1)+ | Form of Indemnity Agreement between the Registrant and each of its directors and officers. | ||
10 | .2(1)+ | Form of the Companys Incentive Stock Option Agreement under the 2005 Equity Incentive Plan. | ||
10 | .3(1)+ | Form of the Companys Non-statutory Stock Option Agreement under the 2005 Equity Incentive Plan. | ||
10 | .4(1)+ | 1996 Non-Employee Directors Stock Option Plan. | ||
10 | .5(1)+ | Form of the Companys Non-statutory Stock Option Agreement under the 1996 Non-Employee Directors Stock Option Plan. | ||
10 | .6(1)+ | Form of the Companys Employee Stock Purchase Plan Offering Document. | ||
10 | .7(6)+ | Form of the Companys Restricted Stock Bonus Agreement under the 2005 Equity Incentive Plan. | ||
10 | .8(7) | Promissory Note and Security Agreement, dated July 3, 2006, by and between the Company and Novo Nordisk AS | ||
10 | .9(7) | Amended and Restated Stock Purchase Agreement, dated as of January 26, 2005, by and among the Company, Novo Nordisk A/S and Novo Nordisk Pharmaceuticals, Inc. | ||
10 | .10(7)# | Asset Purchase Agreement, dated as of August 25, 2006, by and between the Company and Zogenix, Inc. | ||
10 | .11(7)+ | Employment Agreement, dated as of August 10, 2006, with Dr. Igor Gonda. | ||
10 | .12(8) | Lease Agreement for the property located in Phase V of the Britannia Point Eden Business Park in Hayward, California, dated January 28, 1998, between the Company and Britannia Point Eden, LLC. | ||
10 | .13(9)# | Restructuring Agreement, dated as of September 28, 2004, by and among the Company, Novo Nordisk A/S and Novo Nordisk Delivery Technologies, Inc. | ||
10 | .14(10) | Securities Purchase Agreement, dated as of December 17, 2004, by and among the Company and the purchasers named therein. | ||
10 | .15(11)# | Second Amended and Restated License Agreement, dated as of July 3, 2006, by and between the Company and Novo Nordisk A/S. | ||
10 | .16(12) | Consulting Agreement effective as of July 2, 2007 by and between the Company and Norman Halleen. |
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Exhibit |
||||
No. |
Description
|
|||
10 | .17(13) | Sublease between the Company and Mendel Biotechnology, Inc., dated July 11, 2007, under the Lease Agreement by and between the Company and Hayward Point Eden I Limited Partnership, a Delaware limited partnership, as successor-in-interest to Britannia Point Eden, LLC, as amended, for 3929 Point Eden Way, Hayward, California. | ||
10 | .18(14) | Manufacturing Agreement between the Company and Enzon Pharmaceuticals, Inc. dated August 8, 2007. | ||
10 | .19(15)# | Exclusive License, Development and Commercialization Agreement, dated as of August 30, 2007, by and between the Company and Lung Rx, Inc. | ||
10 | .20(15)# | Collaboration Agreement, dated as of August 31, 2007, by and between the Company and CyDex, Inc. | ||
10 | .21 (16)+ | 2005 Equity Incentive Plan, as amended | ||
10 | .22(17)+ | Employee Stock Purchase Plan, as amended. | ||
10 | .23(18) | Amended and Restated Rights Agreement, dated as of September 5, 2008 by and between the Company and ComputerShare Trust Company, N.A. | ||
10 | .24(19) | Separation Agreement between the Company and Dr. Babatunde Otulana, dated as of December 12, 2008. | ||
10 | .25(19) | Consulting Agreement for Independent Contractors between the Company and Dr. Babatunde Otulana, effective as of January 1, 2009. | ||
10 | .26(19) | International Scientific Advisory Agreement between the Company and Dr. Babatunde Otulana, effective as of January 1, 2009. | ||
10 | .27(20)+ | Amended and Restated form of Change of Control Agreement entered into between the Company and certain of the Companys senior officers. | ||
10 | .28(20)+ | Amended and Restated Executive Officer Severance Benefit Plan. | ||
10 | .29(21)+ | Amended and Restated Change of Control Agreement, dated as of July 30, 2009 by and between Aradigm Corporation and Igor Gonda. | ||
10 | .30(21)+ | Amended and Restated Change of Control Agreement, dated as of July 30, 2009 by and between Aradigm Corporation and Nancy Pecota. | ||
10 | .31(21)+ | Amended and Restated Change of Control Agreement, dated as of July 30, 2009 by and between Aradigm Corporation and Jeffery Grimes. | ||
10 | .32(21) | Security Agreement, dated as of July 30, 2009 by and among Aradigm Corporation, Igor Gonda, Jeffery Grimes and Nancy Pecota. | ||
10 | .33(22) | Securities Purchase Agreement, dated June 18, 2010, by and among Aradigm Corporation and the investors listed on the Schedule of Buyers attached thereto.* | ||
10 | .34(22) | Form of Registration Rights Agreement used in connection with the June 2010 private placement. | ||
10 | .35(22) | Form of Warrant used in connection with the June 2010 private placement. | ||
10 | .36(23) | Stock Purchase Agreement, dated as of July 30, 2010, by and among Aradigm Corporation and Novo Nordisk A/S.* | ||
10 | .37(23) | Registration Rights Agreement, dated as of July 30, 2010, by and among Aradigm Corporation and Novo Nordisk A/S. | ||
10 | .38(23) | First Amendment to Securities Purchase Agreement and Registration Rights Agreement, dated as of July 20, 2010, by and among Aradigm Corporation and the investors party thereto. | ||
23 | .1 | Consent of Odenberg Ullakko Muranishi & Co LLP, Independent Registered Public Accounting Firm. | ||
23 | .2 | Consent of Morrison & Foerster LLP (included in Exhibit 5.1) | ||
24 | .1 | Power of Attorney. Reference is made to the signature page included with the initial filing of the Registration Statement on August 11, 2010. |
| Previously filed. |
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+ | Represents a management contract or compensatory plan or arrangement. | |
# | The Commission has granted the Companys request for confidential treatment with respect to portions of this exhibit. | |
* | Certain schedules have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. | |
(1) | Incorporated by reference to the Companys Form S-1 (No. 333-4236) filed on April 30, 1996, as amended. | |
(2) | Incorporated by reference to the Companys Form 10-Q filed on August 14, 1998. | |
(3) | Incorporated by reference to the Companys Form 10-K filed on March 29, 2002. | |
(4) | Incorporated by reference to the Companys Form S-3 (No. 333-76584) filed on January 11, 2002, as amended. | |
(5) | Incorporated by reference to the Companys Form 10-Q filed on August 13, 2004. | |
(6) | Incorporated by reference to the Companys Form 10-K filed on March 31, 2006. | |
(7) | Incorporated by reference to the Companys Form S-1 (No. 333-138169) filed on October 24, 2006, as amended. | |
(8) | Incorporated by reference to the Companys Form 10-K filed on March 24, 1998, as amended. | |
(9) | Incorporated by reference to the Companys Form 8-K filed on December 23, 2004. | |
(10) | Incorporated by reference to the Companys Form 10-Q filed on August 14, 2006. | |
(11) | Incorporated by reference to the Companys Form 8-K filed on October 13, 2005. | |
(12) | Incorporated by reference to the Companys Form 8-K filed on July 11, 2007. | |
(13) | Incorporated by reference to the Companys Form 8-K filed on July 24, 2007. | |
(14) | Incorporated by reference to the Companys Form 8-K filed on August 14, 2007. | |
(15) | Incorporated by reference to the Companys Form 10-Q filed on November 14, 2007. | |
(16) | Incorporated by reference to the Companys definitive proxy statement filed on April 7, 2008. | |
(17) | Incorporated by reference to the Companys Form 8-K filed on May 21, 2009. | |
(18) | Incorporated by reference to the Companys Form 10-Q filed on November 12, 2008. | |
(19) | Incorporated by reference to the Companys Form 8-K filed on December 19, 2008. | |
(20) | Incorporated by reference to the Companys Form 8-K filed on January 8, 2009. | |
(21) | Incorporated by reference to the Companys Form 10-Q filed on November 6, 2009. | |
(22) | Incorporated by reference to the Companys Form 8-K filed on June 21, 2010. | |
(23) | Incorporated by reference to the Companys Form 8-K filed on August 2, 2010. | |
(24) | Incorporated by reference to the Companys Form 8-K filed on September 20, 2010. |
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