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CRGN » Topics » Explanatory Note

This excerpt taken from the CRGN 8-K filed Oct 21, 2009.

Explanatory Note

 

This Current Report on Form 8K/A amends and restates in its entirety Item 2.01 of the Current Report on Form 8-K filed by CuraGen Corporation (“CuraGen”) with the Securities and Exchange Commission on October 2, 2009 (the “Original Filing”), to correctly state the exchange ratio applicable to the exchange of shares of CuraGen common stock for shares of Celldex Therapeutics, Inc. (“Celldex”) common stock pursuant to the Merger Agreement (as defined below).  All other items from the Original Filing are included in this Current Report, but have not been amended.  All disclosures provided in this Current Report are as of the date of the Original Filing.  CuraGen has not updated the disclosures to reflect any recent events or developments.

 

These excerpts taken from the CRGN 10-K filed Jun 19, 2009.

EXPLANATORY NOTE

CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (“Form 10-K”) for the sole purpose of adding the conformed signature of Deloitte & Touche LLP to the “Report of Independent Registered Public Accounting Firm,” which was inadvertently not included within our Form 10-K. At the time of the March 10, 2009 filing of the Form 10-K with the Securities and Exchange Commission, CuraGen was in possession of manually-signed copies of the audit opinion, but the signature in typed form was inadvertently omitted from the electronic version. The sole purpose of this amendment is to file the “Report of Independent Registered Public Accounting Firm” which includes the signature in typed form. For convenience and ease of reference, this amendment sets forth “Item 8—Financial Statements and Supplementary Data” from the Form 10-K in its entirety with the applicable change. Because this amendment only incorporates the signature in typed form of Deloitte & Touche LLP on the “Report of Independent Registered Public Accounting Firm,” the date of such report remains as originally filed.

No revisions have been made to our financial statements or any other disclosures contained in the Form 10-K. This amendment does not reflect any events that may have occurred subsequent to the original filing of the Form 10-K. All other information not affected by this amendment remains unchanged and reflects the disclosure made at the time of the filing of the original filing of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A.

 

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Item 8. Financial Statements and Supplementary Data

EXPLANATORY NOTE

CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (“Form 10-K”) for the sole purpose of adding the conformed signature of Deloitte & Touche LLP to the “Report of Independent Registered Public Accounting Firm,” which was inadvertently not included within our Form 10-K. At the time of the March 10, 2009 filing of the Form 10-K with the Securities and Exchange Commission, CuraGen was in possession of manually-signed copies of the audit opinion, but the signature in typed form was inadvertently omitted from the electronic version. The sole purpose of this amendment is to file the “Report of Independent Registered Public Accounting Firm” which includes the signature in typed form. For convenience and ease of reference, this amendment sets forth “Item 8—Financial Statements and Supplementary Data” from the Form 10-K in its entirety with the applicable change. Because this amendment only incorporates the signature in typed form of Deloitte & Touche LLP on the “Report of Independent Registered Public Accounting Firm,” the date of such report remains as originally filed.

No revisions have been made to our financial statements or any other disclosures contained in the Form 10-K. This amendment does not reflect any events that may have occurred subsequent to the original filing of the Form 10-K. All other information not affected by this amendment remains unchanged and reflects the disclosure made at the time of the filing of the original filing of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A.

 

2

Item 8. Financial Statements and Supplementary Data

EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (“Form 10-K”) for the sole purpose of adding the conformed signature of Deloitte & Touche LLP to the “Report of Independent Registered Public Accounting Firm,” which was inadvertently not
included within our Form 10-K. At the time of the March 10, 2009 filing of the Form 10-K with the Securities and Exchange Commission, CuraGen was in possession of manually-signed copies of the audit opinion, but the signature in typed
form was inadvertently omitted from the electronic version. The sole purpose of this amendment is to file the “Report of Independent Registered Public Accounting Firm” which includes the signature in typed form. For convenience and ease of
reference, this amendment sets forth “Item 8—Financial Statements and Supplementary Data” from the Form 10-K in its entirety with the applicable change. Because this amendment only incorporates the signature in typed form of
Deloitte & Touche LLP on the “Report of Independent Registered Public Accounting Firm,” the date of such report remains as originally filed.

FACE="Times New Roman" SIZE="2">No revisions have been made to our financial statements or any other disclosures contained in the Form 10-K. This amendment does not reflect any events that may have occurred subsequent to the original filing of
the Form 10-K. All other information not affected by this amendment remains unchanged and reflects the disclosure made at the time of the filing of the original filing of the Form 10-K. In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A.

STYLE="margin-top:0px;margin-bottom:0px"> 


2











Item 8.Financial Statements and Supplementary Data

SIZE="2">REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of CuraGen Corporation

STYLE="margin-top:0px;margin-bottom:0px">Branford, Connecticut

We have audited the accompanying
consolidated balance sheets of CuraGen Corporation and subsidiary (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each
of the three years in the period ended December 31, 2008. We also have audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

FACE="Times New Roman" SIZE="2">A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are
subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the CuraGen
Corporation and subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 














/s/ DELOITTE & TOUCHE LLP
Hartford, CT
March 9, 2009

 


3







EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (“Form 10-K”) for the sole purpose of adding the conformed signature of Deloitte & Touche LLP to the “Report of Independent Registered Public Accounting Firm,” which was inadvertently not
included within our Form 10-K. At the time of the March 10, 2009 filing of the Form 10-K with the Securities and Exchange Commission, CuraGen was in possession of manually-signed copies of the audit opinion, but the signature in typed
form was inadvertently omitted from the electronic version. The sole purpose of this amendment is to file the “Report of Independent Registered Public Accounting Firm” which includes the signature in typed form. For convenience and ease of
reference, this amendment sets forth “Item 8—Financial Statements and Supplementary Data” from the Form 10-K in its entirety with the applicable change. Because this amendment only incorporates the signature in typed form of
Deloitte & Touche LLP on the “Report of Independent Registered Public Accounting Firm,” the date of such report remains as originally filed.

FACE="Times New Roman" SIZE="2">No revisions have been made to our financial statements or any other disclosures contained in the Form 10-K. This amendment does not reflect any events that may have occurred subsequent to the original filing of
the Form 10-K. All other information not affected by this amendment remains unchanged and reflects the disclosure made at the time of the filing of the original filing of the Form 10-K. In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A.

STYLE="margin-top:0px;margin-bottom:0px"> 


2











Item 8.Financial Statements and Supplementary Data

SIZE="2">REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of CuraGen Corporation

STYLE="margin-top:0px;margin-bottom:0px">Branford, Connecticut

We have audited the accompanying
consolidated balance sheets of CuraGen Corporation and subsidiary (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each
of the three years in the period ended December 31, 2008. We also have audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

FACE="Times New Roman" SIZE="2">A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are
subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the CuraGen
Corporation and subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 














/s/ DELOITTE & TOUCHE LLP
Hartford, CT
March 9, 2009

 


3







These excerpts taken from the CRGN 10-K filed Apr 30, 2009.

EXPLANATORY NOTE

CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2008 to include the information required to be contained in Part III, Items 10, 11, 12, 13 and 14 of Form 10-K. CuraGen had previously reported that such information would be incorporated by reference from its definitive proxy statement to be filed pursuant to Regulation 14A. However, CuraGen’s definitive proxy statement will not be filed on or prior to April 30, 2009, and, according to General Instruction G(3) to Form 10-K, it hereby amends its previously filed Annual Report on Form 10-K (filed on March 10, 2009) to include the required information. Amendment No. 1 to Annual Report on Form 10-K includes only Items 10, 11, 12, 13 and 14 of Form 10-K, and CuraGen is not amending or supplementing any other information in such previously filed Annual Report on Form 10-K.

EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2008 to
include the information required to be contained in Part III, Items 10, 11, 12, 13 and 14 of Form 10-K. CuraGen had previously reported that such information would be incorporated by reference from its definitive proxy statement to be filed pursuant
to Regulation 14A. However, CuraGen’s definitive proxy statement will not be filed on or prior to April 30, 2009, and, according to General Instruction G(3) to Form 10-K, it hereby amends its previously filed Annual Report on Form 10-K
(filed on March 10, 2009) to include the required information. Amendment No. 1 to Annual Report on Form 10-K includes only Items 10, 11, 12, 13 and 14 of Form 10-K, and CuraGen is not amending or supplementing any other information in such
previously filed Annual Report on Form 10-K.






EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">CuraGen Corporation (“CuraGen”, the “Company”, “we” or “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2008 to
include the information required to be contained in Part III, Items 10, 11, 12, 13 and 14 of Form 10-K. CuraGen had previously reported that such information would be incorporated by reference from its definitive proxy statement to be filed pursuant
to Regulation 14A. However, CuraGen’s definitive proxy statement will not be filed on or prior to April 30, 2009, and, according to General Instruction G(3) to Form 10-K, it hereby amends its previously filed Annual Report on Form 10-K
(filed on March 10, 2009) to include the required information. Amendment No. 1 to Annual Report on Form 10-K includes only Items 10, 11, 12, 13 and 14 of Form 10-K, and CuraGen is not amending or supplementing any other information in such
previously filed Annual Report on Form 10-K.






This excerpt taken from the CRGN 10-Q filed Mar 10, 2006.

EXPLANATORY NOTE

This Amendment No. 1 to the CuraGen Corporation and Subsidiary (“the Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (“Original Filing”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 4, 2005, is being filed to reflect corrections and changes in the Company’s Condensed Consolidated Balance Sheet at September 30, 2005, the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2005. The corrections are being made to properly account for the amortization of milestone revenue. For a more detailed description of this matter, see Note 2 “Restatement of Financial Statements” to the accompanying condensed consolidated financial statements and the section entitled “Restatement of Financial Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Form 10-Q/A.

This Form 10-Q/A includes the Original Filing in its entirety for the convenience of the reader. However, this Form 10-Q/A only amends Part I of the Original Filing as a result of, and to reflect: the milestone revenue restatement discussed above; a reclassification of short-term investments and marketable securities on the Condensed Consolidated Statements of Cash Flows to reflect gross inflows and outflows from purchases, maturities, and sales of short-term investments and marketable securities; and updates to the critical accounting policies and use of estimates. In addition, Item 6 of Part II of the Original Filing has been amended to contain currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, and 32, respectively. No other modifications or changes have been made to our original filing or the exhibits filed therewith. Except as set forth above, this Amendment No. 1 to our Form 10-Q for the quarter ended September 30, 2005 does not reflect events occurring after November 4, 2005 or modify or update those disclosures affected by subsequent events.

 

2

Table of Contents
This excerpt taken from the CRGN 10-Q filed Apr 11, 2005.

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 as an exhibit-only filing in response to comments we received from the Securities and Exchange Commission on a confidential treatment request we made for certain portions of Exhibits 10.1 and 10.2 in our original Form 10-Q. This Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is being filed solely to amend Item 6.A. to re-file Exhibits 10.1 and 10.2. The re-filed exhibits disclose portions that had previously been redacted pursuant to our request for confidential treatment.

 

This Amendment No. 1 to our Form 10-Q for the quarter ended June 30, 2004 does not reflect events occurring after the filing of our original Form 10-Q or modify or update those disclosures affected by subsequent events. No other modifications or changes have been made to our Form 10-Q for the quarter ended June 30, 2004 as originally filed or the exhibits filed therewith.

 

We are refiling Exhibit 10.1, Second Restated Collaboration Agreement, dated April 12, 2004, between Abgenix, Inc. and the Registrant, and Exhibit 10.2 License and Collaboration Agreement, dated June 3, 2004, between TopoTarget A/S and the Registrant. Confidential treatment has been granted for certain portions of Exhibits 10.1 and 10.2, which have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

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EXCERPTS ON THIS PAGE:

8-K
Oct 21, 2009
10-K (4 sections)
Jun 19, 2009
10-K (3 sections)
Apr 30, 2009
10-Q
Mar 10, 2006
10-Q
Apr 11, 2005

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