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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
Form 10-Q/A

(Mark One)

þ
  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
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 0-28402

Aradigm Corporation

(Exact name of registrant as specified in its charter)
     
California   94-3133088
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
3929 Point Eden Way
Hayward, CA 94545
(Address of principal executive offices including zip code)
(510) 265-9000
(Registrant’s telephone number, including area code)
     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 þ  No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Common Stock, no par value   63,962,335
(Class)   (Outstanding at October 31, 2004)

 

ARADIGM CORPORATION
INDEX

         
    Page No.
    2  
    2  
    3  
    4  
 EXHIBIT 10.29
 EXHIBIT 31.1
 EXHIBIT 31.2

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EXPLANATORY NOTE

This amended Quarterly Report on Form 10-Q/A is being filed solely for the purpose of re-filing Exhibit 10.29 in connection with an application for confidential treatment. Exhibit 10.29 was originally filed with Aradigm’s Quarterly Report on Form 10-Q on November 15, 2004. The redactions to Exhibit 10.29 have been amended in accordance with a revised application for confidential treatment filed separately by Aradigm with the Securities and Exchange Commission. Aradigm has made no further changes to the previously filed quarterly report.

PART II. OTHER INFORMATION

Item 6. Exhibits

(a) Exhibits

     
10.29*   Restructuring Agreement, dated as of September 28, 2004, among Aradigm Corporation, Novo Nordisk A/S and Novo Nordisk Delivery Technologies, Inc.
31.1   Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†   Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* The Company has sought confidential treatment for portions of the referenced exhibit.

† Previously filed.

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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 thereunto duly authorized.

         
  ARADIGM CORPORATION
(Registrant)
 		  
   
  /s/ V. Bryan Lawlis
V. Bryan Lawlis 		  
  President and Chief Executive Officer   
 
     
   
  /s/ Thomas C. Chesterman
Thomas C. Chesterman 		  
  Senior Vice President and Chief Financial Officer   
 

Dated: December 22, 2004

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INDEX TO EXHIBITS

     
Exhibit    
Number
   Description
10.29*
  Restructuring Agreement, dated as of September 28, 2004, among Aradigm Corporation, Novo Nordisk A/S and Novo Nordisk Delivery Technologies, Inc.
31.1
  Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
  Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†
  Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* The Company has sought confidential treatment for portions of the referenced exhibit.

† Previously filed.

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