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Shire 10-Q 2009

Documents found in this filing:

  1. 10-Q/A
  2. 10-Q/A

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1

 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2009

 
Commission File Number: 0-29630

 
 
SHIRE PLC
(Exact name of registrant as specified in its charter)
 

 
Jersey (Channel Islands)
(State or other jurisdiction of incorporation or organization)
98-0601486
(I.R.S. Employer Identification No.)
 
5 Riverwalk, Citywest Business Campus, Dublin 24, Republic of Ireland
 (Address of principal executive offices and zip code)
 
+353 1 429 7700
(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, and (2) has been subject to such filing requirements for the past 90 days.
 

 
Yes [X]                                No [  ]
 

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
 
 Large accelerated filer [X]  Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [  ]
 
 

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 

 
Yes [  ]                                No [X]
 

 
As at August 21, 2009 the number of outstanding ordinary shares of the Registrant was 560,337,155.
 

 


 
EXPLANATORY NOTE
 
 
The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2009 (the Form 10-Q), is to file Exhibit 101 to the Form 10-Q.  Exhibit 101 consists of the following materials from Shire plc’s Form 10-Q for the period ended June 30, 2009, filed with the Securities and Exchange Commission (SEC) on August 6, 2009, formatted in eXtensible Business Reporting Language (XBRL):  (i) Unaudited Consolidated Balance Sheets at June 30, 2009 and December 31, 2008; (ii) Unaudited Consolidated Statements of Income for the three months and six months to June 30, 2009 and June 30, 2008; (iii) Unaudited Consolidated Statement of Changes in Equity for the six months to June 30, 2009; (iv) Unaudited Consolidated Statements of Comprehensive Income/(Loss) for the three months and six months to June 30, 2009 and June 30, 2008; (v) Unaudited Consolidated Statements of Cash Flows for the six months to June 30, 2009 and June 30, 2008; and (vi) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text.

This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933 as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 

 
 
 
 
Exhibits

 
 
2.01
Agreement and Plan of Merger by and among Shire Pharmaceuticals Group plc, Transkaryotic Therapies, Inc. and Sparta Acquisition Corporation, dated as of April 21, 2005.(1)
 
 
2.02
Agreement of Merger dated as of February 20, 2007 among Shire plc, Shuttle Corporation and New River Pharmaceuticals, Inc.(2)
 
 
2.03
Business Combination Agreement dated as of July 3, 2008 between Maia Elfte Vermögensverwaltungs GmbH and Jerini AG. (3)
 
 
3.01
Form of Amended Memorandum and Articles of Association of Shire plc as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008.(4)
 
 
4.01
Form of Assignment and Novation Agreement between Shire Limited, Shire plc, JPMorgan Chase Bank, N.A. dated April 16, 2008 relating to the Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005.(5)
 
 
4.02
Form of Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005. (6)
 
 
4.03
Form of Ordinary Share Certificate of Shire Limited. (7)
 
 
4.04
Form of American Depositary Receipt Certificate of Shire Limited. (8)
 
 
4.05
Trust Deed for the New Shire Income Access Trust, dated August 29, 2008. (9)
 
10.01
Tender and Support Agreement dated as of February 20, 2007 among Shire plc, Mr. Randal J. Kirk and the other parties named therein. (10)
 
10.02
Multicurrency Term and Revolving Facilities Agreement as of February 20, 2007 by and among Shire plc, ABN AMRO Bank N.V., Barclays Capital, Citigroup Global Markets Limited, The Royal Bank of Scotland plc, and Barclays Bank plc. (11)
 
10.03
Accession and Amendment Deed dated April 15, 2008 between Shire Limited, Shire plc, certain subsidiaries of Shire plc and Barclays Bank PLC as Facility Agent relating to a US $1,200,000,000 facility agreement dated February 20, 2007 (as amended by a syndication and amendment agreement dated July 19, 2007). (12)
 
10.04
Subscription Agreement dated May 2, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) and Barclays Bank PLC and Citigroup Global Markets Limited and Goldman Sachs International and Morgan Stanley & Co. International plc and others. (13)
 
10.05
Amending Subscription Agreement dated May 8, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) and Barclays Bank PLC and Citigroup Global Markets Limited and Goldman Sachs International and Morgan Stanley & Co. International plc and others. (14)
 
10.06
Trust Deed dated May 9, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and BNY Corporate Trustee Services Limited. (15)
 
10.07
Supplemental Trust Deed dated April 15, 2008 between Shire Limited, Shire plc and BNY Corporate Trustee Services Limited relating to a trust deed dated May 9, 2007 relating to US $1,100,000,000 2.75% Convertible Bonds due 2014. (16)
 
10.08
Accession and Amendment Agreement dated April 15, 2008 between Shire Limited, Shire plc, BNY Corporate Trustee Services Limited and The Bank of New York relating to a paying and conversion agency agreement dated May 9, 2007 relating to US $1,100,000,000 2.75% Convertible Bonds due 2014. (17)
 
10.09*
Revised and Restated Master License Agreement dated November 20, 1995 among Shire BioChem Inc (f/k/a BioChem Pharma Inc.), Glaxo Group Limited, Glaxo Wellcome Inc. (formerly Glaxo Canada Inc.), Glaxo Wellcome Inc. (formerly Glaxo Inc.), Tanaud Holdings (Barbados) Limited, Tanaud International B.V. and Tanaud LLC. (18)
 
10.10*
Settlement Agreement, dated August 14, 2006 by and between Shire Laboratories Inc. and Barr Laboratories, Inc. (19)
 
 

 
 
10.11*
Product Development and License Agreement, dated August 14, 2006 by and between Shire LLC and Duramed Pharmaceuticals, Inc. (20)
 
10.12*
Product Acquisition and License Agreement, dated August 14, 2006 by and among Shire LLC, Shire plc and Duramed Pharmaceuticals, Inc. (21)
 
10.13
Service Agreement between Shire plc and Mr Angus Russell, dated March 10, 2004. (22)
 
10.14
Novation Agreement dated November 21, 2005 relating to the Employment Agreement of Angus Russell dated March 10, 2004. (23)
 
10.15
Novation Agreement dated April 11, 2008 relating to the Employment Agreement of Angus Russell dated March 10, 2004, as previously novated on November 21, 2005. (24)
 
10.16
Form of Amended and Restated Employment Agreement between Shire plc and Mr Matthew Emmens, dated March 12, 2004. (25)
 
10.17
Amendment Agreement dated November 21, 2005 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (26)
 
10.18
Ratification and Guaranty dated November 21, 2005 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (27)
 
10.19
Amendment Agreement dated May 20, 2008 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004, as amended on November 21, 2005. (28)
 
10.20
Ratification and Guaranty dated May 20, 2008 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (29)
 
10.21
Form of Indemnity Agreement for Directors of Shire Limited. (30)
 
10.22
Service Agreement between Shire Limited and Mr Angus Russell, dated July 2, 2008. (31)
 
10.23
Service Agreement between Shire Limited and Mr Graham Hetherington, dated July 2, 2008. (32)
 
10.24
Form of Settlement Agreement and Mutual Release in re: Transkaryotic Therapies, Inc., by and between Shire Human Genetic Therapies, Inc., Shire plc and the parties set forth therein. (33)
 
10.25
Amended Agreement dated February 24, 2009 relating to the Product Development and License Agreement dated August 14, 2006. (34)
 
21
List of Subsidiaries. (35)
 
31.1**
Certification of Angus Russell pursuant to Rule 13a – 14 under The Exchange Act.
 
31.2** 
Certification of Graham Hetherington pursuant to Rule 13a – 14 under The Exchange Act.
 
32.1**
Certification of Angus Russell and Graham Hetherington pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.
 
101***
The following materials from Shire plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, formatted in XBRL: (i) Unaudited Consolidated Balance Sheets; (ii) Unaudited Consolidated Statements of Income; (iii) Unaudited Consolidated Statement of Changes in Equity; (iv) Unaudited Consolidated Statements of Comprehensive Income/(Loss); (v) Unaudited Consolidated Statements of Cash Flows; and (vi) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text.
 
 
Certain portions of this exhibit have been omitted intentionally, subject to a confidential treatment request. Acomplete version of this agreement has been filed separately with the Securities and Exchange Commission.
 
** 
Filed with our Form 10-Q as filed on August 6, 2009.
 
*** 
Furnished with this Form 10-Q/A.
 
 
 
(1)
Incorporated by reference to Exhibit 99.02 to Shire’s Form 8-K filed on April 25, 2005.
 
(2)
Incorporated by reference to Exhibit 2.1 to Shire’s Form 8-K filed on February 23, 2007.
 
(3)  
Incorporated by reference to Exhibit 2.1 to Shire’s Form 8-K filed on July 10, 2008.
 
(4) 
Incorporated by reference to Exhibit 99.02 to Shire’s Form 8-K filed on October 1, 2008.
 
(5) 
Incorporated by reference to Exhibit 4.01 to Shire’s Form 8-K filed on May 23, 2008.
 
(6) 
Incorporated by reference to Exhibit 4.02 to Shire’s Form 8-K filed on May 23, 2008.
 
 

 
(7) 
Incorporated by reference to Exhibit 4.03 to Shire’s Form 8-K filed on May 23, 2008.
 
(8) 
Incorporated by reference to Exhibit 4.04 to Shire’s Form 8-K filed on May 23, 2008.
 
(9) 
Incorporated by reference to Exhibit 4.05 to Shire’s Form 10-K filed on February 27, 2009.
 
(10) 
Incorporated by reference to Exhibit 99.1 to Shire’s Form 8-K filed on February 23, 2007.
 
(11) 
Incorporated by reference to Exhibit 10.2 to Shire’s Form 10-Q filed on May 1, 2007.
 
(12) 
Incorporated by reference to Exhibit 10.01 to Shire’s Form 8-K filed on May 23, 2008.
 
(13) 
Incorporated by reference to Exhibit 10.1 to Shire’s Form 10-Q filed on August 2, 2007.
 
(14) 
Incorporated by reference to Exhibit 10.2 to Shire’s Form 10-Q filed on August 2, 2007.
 
(15) 
Incorporated by reference to Exhibit 10.3 to Shire’s Form 10-Q filed on August 2, 2007.
 
(16) 
Incorporated by reference to Exhibit 10.02 to Shire’s Form 8-K filed on May 23, 2008.
 
(17) 
Incorporated by reference to Exhibit 10.03 to Shire’s Form 8-K filed on May 23, 2008.
 
(18) 
Incorporated by reference to Exhibit 10.09 to Shire’s Form 10-K/A filed on May 30, 2008.
 
(19) 
Incorporated by reference to Exhibit 10.1 to Shire’s Form 10-Q filed on November 7, 2006.
 
(20) 
Incorporated by reference to Exhibit 10.2 to Shire’s Form 10-Q filed on November 7, 2006.
 
(21) 
Incorporated by reference to Exhibit 10.3 to Shire’s Form 10-Q filed on November 7, 2006.
 
(22) 
Incorporated by reference to Exhibit 10.11 to Shire’s Form 10-K filed on March 12, 2004.
 
(23) 
Incorporated by reference to Exhibit 10.03 to Shire’s Form 8-K filed on November 25, 2005.
 
(24) 
Incorporated by reference to Exhibit 10.06 to Shire’s Form 8-K filed on May 23, 2008.
 
(25) 
Incorporated by reference to Exhibit 10.13 to Shire’s Form 10-K filed on March 12, 2004.
 
(26) 
Incorporated by reference to Exhibit 10.01 to Shire’s Form 8-K filed on November 25, 2005.
 
(27) 
Incorporated by reference to Exhibit 10.02 to Shire’s Form 8-K filed on November 25, 2005.
 
(28) 
Incorporated by reference to Exhibit 10.04 to Shire’s Form 8-K filed on May 23, 2008.
 
(29) 
Incorporated by reference to Exhibit 10.05 to Shire’s Form 8-K filed on May 23, 2008.
 
(30) 
Incorporated by reference to Exhibit 10.07 to Shire’s Form 8-K filed on May 23, 2008.
 
(31) 
Incorporated by reference to Exhibit 10.22 to Shire’s Form 10-Q filed on November 10, 2008.
 
(32) 
Incorporated by reference to Exhibit 10.23 to Shire’s Form 10-Q filed on November 10, 2008.
 
(33) 
Incorporated by reference to Exhibit 10.24 to Shire’s Form 10-Q filed on November 10, 2008.
 
(34) 
Incorporated by reference to Exhibit 10.28 to Shire’s Form 10-Q filed on May 7, 2009.
 
(35) 
Incorporated by reference to Exhibit 21 to Shire’s Form 10-K filed on February 27, 2009.
 

 


 
SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
    SHIRE PLC     
(Registrant)     
 

 

 
Date:
 
August 28, 2009
 
 
 
 
By:   /s/ Angus Russell
        Chief Executive Officer
 
Date:
 
August 28, 2009
 
  
 
By:   /s/ Graham Hetherington
        Chief Financial Officer
 

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