Lifecell Corp - Amended Annual Report (10-K/A)
29 Febbraio 2008 - 9:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Amendment
No. 1)
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þ
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
For the fiscal year ended
December 31, 2007
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
For the transition period from
__________ to __________
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Commission
file number:
0-19890
LifeCell
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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76-0172936
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(State
or other jurisdiction of Incorporation or organization
)
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(
I.R.S. employer
identification no.)
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One Millennium Way,
Branchburg, New Jersey 08876
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(908)
947-1100
Securities
registered pursuant to Section 12(b) of the Act:
None
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Securities
registered pursuant to Section 12(g) of the Act:
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Common Stock, par
value $.001 per share
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(Title
of Class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined
in
Rule 405
of
the Securities Act. Yes
þ
. No
¨
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Indicate
by check mark if the registrant is not required to file reports pursuant to
Section
13 or Section 15(d) of the Act. Yes
¨
. No
þ
.
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
¨
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Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405
of
Regulation S–K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10–K or any amendment to
this Form 10–K.
þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
þ
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Accelerated
filer
¨
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Non-accelerated
filer
¨
(Do not check if
a smaller reporting company)
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Smaller
reporting company
¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
. No
þ
.
The
aggregate market value of voting Common Stock held by non-affiliates of
registrant, based upon the last sale price of the Common stock reported on the
NASDAQ Stock Market as of the last business day of the registrant’s most
recently completed second fiscal quarter ended June 30, 2007 was approximately
$1,012,824,000
.
The
number of shares of registrant’s Common Stock outstanding as of February 25,
2008: 34,183,000
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PRELIMINARY
NOTE
LifeCell
Corporation (the "Company") is filing this Amendment No. 1 to disclose that the
certifications listed as Exhibits 31.2 and 32.1 (the "Certifications") and filed
with its Annual Report on Form 10-K for the year ended December 31, 2007, as
filed with the Securities and Exchange Commission on February 27, 2008,
contained incorrect dates. Although the Certifications were executed on the date
of the filing of the Form 10-K, the dates contained on the signature pages were
incorrect. As a result, the sole purpose of this amendment is to
revise the dates in the following exhibits:
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31.2
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Certification
of the Registrant’s Chief Financial Officer, Steven T. Sobieski, pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
of the Registrant’s Chief Executive Officer, Paul G. Thomas, and Chief
Financial Officer, Steven T. Sobieski, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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The
Company is filing updated Exhibits 31.1, 31.2 and 32.1 with this
amendment.
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Item
15.
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Exhibits,
Financial Statement Schedules
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( A )
DOCUMENTS INCLUDED IN THIS REPORT:
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Financial
Statements
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Page
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Report
of Independent Registered Public Accounting Firm
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F-1
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Balance
Sheets as of December 31, 2007 and 2006
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F-3
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Statements
of Operations for the years ended December 31, 2007, 2006 and
2005
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F-4
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Statements
of Stockholders’ Equity for the years ended December 31, 2007, 2006 and
2005
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F-5
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Statements
of Cash Flows for the years ended December 31, 2007, 2006 and
2005
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F-6
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Notes
to Financial Statements
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F-7
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Financial
Statement Schedules
All other
schedules are omitted because they are not applicable, not required, or because
the required information is contained in the Company’s financial statements and
the notes thereto.
( B )
EXHIBITS:
Exhibits
designated by the symbol * are filed with this Annual Report on
Form 10–K. All exhibits not so designated are incorporated by
reference to a prior filing as indicated.
LifeCell
undertakes to furnish to any stockholder so requesting a copy of any of the
following exhibits upon payment to us of the reasonable costs incurred by us in
furnishing any such exhibit.
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3.1
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Restated
Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 1998, filed with the Securities and Exchange Commission
("the Commission") on August 10, 1998).
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3.2
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Amended
and Restated By-laws (incorporated by reference to Exhibit 3.1 to the
Company’s Form 8-K filed with the Commission on October 24,
2007).
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10.1
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LifeCell
Corporation Amended and Restated 1992 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission on August 10, 1998).
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10.2
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LifeCell
Corporation Second Amended and Restated 1993 Non-Employee Director Stock
Option Plan, as amended (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996).
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10.3
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Employment
Agreement dated as of September 21, 2005 by and between LifeCell
Corporation and Paul G. Thomas (incorporated by reference to Exhibit 10.1
of the Company’s Form 8-K filed with the Commission on September 27,
2005).
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10.4
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Employment
Agreement dated as of September 21, 2005 by and between LifeCell
Corporation and Steven T. Sobieski (incorporated by reference to Exhibit
10.2 of the Company’s Form 8-K filed with the Commission on September 27,
2005).
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10.5
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Employment
Agreement dated as of September 21, 2005 by and between LifeCell
Corporation and Lisa N. Colleran (incorporated by reference to Exhibit
10.3 of the Company’s Form 8-K filed with the Commission on September 27,
2005).
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10.6
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Lease
Agreement by and between Maurice M. Weill, Trustee for Branchburg Property
and LifeCell Corporation dated June 17, 1999 (incorporated by reference to
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 15, 1999).
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10.7
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Amendment
dated September 21, 1999 to Lease Agreement by and between Maurice M.
Weill, Trustee for Branchburg Property and LifeCell Corporation
(incorporated by reference to Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
2000).
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10.8
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Amendment
dated April 7, 2000 to Lease Agreement by and between Maurice M. Weill,
Trustee for Branchburg Property and LifeCell Corporation (incorporated by
reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000).
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10.9
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LifeCell
Corporation Equity Compensation Plan (incorporated by reference to Annex B
to the Company’s Definitive Proxy Statement on Schedule 14A filed on June
17, 2005).
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10.10
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First
Amendment to the LifeCell Corporation Equity Compensation Plan
(incorporated by reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
2006).
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10.11
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Amendment
dated November 6, 2007 to Lease Agreement by and between Maurice M. Weill,
Trustee for Branchburg Property and LifeCell (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2007).
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14.1
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LifeCell
Corporation Code of Ethics for Senior Financial Officers (incorporated by
reference to Exhibit 14.1 of the Company’s Form 10-K filed with the
Commission on March 15, 2004.)
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23.1
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Consent
of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007).
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Certification
of the Registrant’s Chief Executive Officer, Paul G. Thomas, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification
of the Registrant’s Chief Financial Officer, Steven T. Sobieski, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification
of the Registrant’s Chief Executive Officer, Paul G. Thomas, and Chief
Financial Officer, Steven T. Sobieski, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LIFECELL
CORPORATION
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(Registrant)
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By:
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/s/ Paul G. Thomas
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Paul
G. Thomas
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President,
Chief Executive Officer and
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Chairman
of the Board of Directors
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Dated: February
29, 2008
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/
Paul G. Thomas
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President,
Chief Executive
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February
29, 2008
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Paul
G. Thomas
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Officer
(Principal Executive Officer) and Chairman of the Board of
Directors
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/s/
Steven T. Sobieski
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Vice
President and Chief Financial
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February
29, 2008
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Steven
T. Sobieski
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Officer
(Principal Financial Officer)
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/s/
Bradly C. Tyler
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Controller
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February
29, 2008
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Bradly
C. Tyler
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(Principal
Accounting Officer)
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/s/
James G. Foster
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Director
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February
29, 2008
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James
G. Foster
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/s/
David Fitzgerald
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Director
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February
29, 2008
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David
Fitzgerald
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/s/
David W. J. McGirr
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Director
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February
29, 2008
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David
W. J. McGirr
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/s/
Michael R. Minogue
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Director
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February
29, 2008
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Michael
R. Minogue
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/s/
Robert P. Roche, Jr.
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Director
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February
29, 2008
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Robert
P. Roche, Jr.
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/s/
Martin P. Sutter
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Director
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February
29, 2008
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Martin
P. Sutter
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