UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A
(Amendment No 1)

 

 

 

 

InterMune, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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 ý No o

 

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

 

As of July 30, 2004, there were 32,487,056 outstanding shares of Common Stock, par value $.001 per share, of InterMune, Inc.

 

 

Explanatory Note

 

This amendment is being filed solely to add Exhibit 10.76, which was inadvertently omitted from our Form 10-Q filed on August 9, 2004.

 

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Item 6. Exhibits and Reports on Form 8-K.

 

(a)                                  Exhibits:

 

EXHIBIT NUMBER		DESCRIPTION OF DOCUMENT
3.1		Certificate of Incorporation of Registrant. (1)
3.2		Certificate of Ownership and Merger, dated April 26, 2001. (2)
3.3		Bylaws of Registrant. (1)
3.4		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant. (3)
3.5		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant. (4)
10.76		Separation and Consulting Agreement, dated as of May 7, 2004, between the Registrant and Stephen N. Rosenfield. (5)

 

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31.1		Certification required by Rule 13a-14(a) or Rule 15d-14(a). (4)
31.2		Certification required by Rule 13a-14(a) or Rule 15d-14(a). (4)
32.1*		Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). (4)

 

(1)                                  Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2000 (No. 333-96029), as amended by Amendment No. 1 filed with the Commission on February 18, 2000, as amended by Amendment No. 2 filed with the Commission on March 6, 2000, as amended by Amendment No. 3 filed with the Commission on March 22, 2000, as amended by Amendment No. 4 filed with the Commission on March 23, 2000 and as amended by Amendment No. 5 filed with the Commission on March 23, 2000.

 

(2)                                  Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

 

(3)                                  Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

 

(4)                                  Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004

 

(5)                                  Filed herewith.

 

*                                         This certification accompanies the Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

(b)                                  Reports on Form 8-K.

 

On April 29, 2004, we filed a current report on Form 8-K describing and furnishing (i) information and an agreement related to a waiver of Section 203 of the Delaware General Corporation Law to Warburg Pincus LLC and (ii) the press release announcing our earnings for the year and quarter ended March 31, 2004, which press release included our condensed consolidated balance sheets and statements of operations for the period.

 

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SIGNATURES

 

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

 

 

Date:	August 10, 2004		InterMune, Inc.
		By:	/s/ SHARON SURREY-BARBARI
			Sharon Surrey-Barbari
			Chief Financial Officer and Senior Vice President of Finance and Administration (Principal Financial and Accounting Officer and Duly Authorized Officer)

 

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