U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended June 30, 2010 |
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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
Commission File Number: 000-31979
Array BioPharma Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State of Incorporation)
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84-1460811
(I.R.S. Employer Identification No.) |
3200 Walnut Street
Boulder, Colorado 80301
(Address of Principal Executive Offices)
(303) 381-6600
(Registrant’s Telephone Number, Including Area Code)
Common Stock, Par Value $.001 per Share
(Securities Registered Pursuant to Section 12(b) of the Act)
The NASDAQ Stock Market LLC (NASDAQ Global Market)
(Name of Exchange on Which Registered)
None
(Securities Registered Pursuant to Section 12(g) of the Act)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.
Yes o 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The aggregate market value of voting stock held by non-affiliates of the registrant as of December
31, 2009 (based upon the closing sale price of such shares as of the last trading day of the second
fiscal quarter ended December 31, 2009, on the NASDAQ Global Market) was $85,599,182. Shares of the
Registrant’s common stock held by each executive officer and director and by each entity that owns
5% or more of the Registrant’s outstanding common stock have been excluded in that such persons or
entities may be deemed to be affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
Number of shares outstanding of the registrant’s class of common stock as of August 9, 2010:
53,475,730.
Explanatory Note
Array BioPharma Inc. is filing this Amendment No. 1 on Form 10-K/A to amend its annual report on
Form 10-K for the fiscal year ended June 30, 2010 filed with the Securities and Exchange Commission
on August 12, 2010 (the “Original Form 10-K”). This amendment is being filed solely to amend and
replace Exhibit 23.1, Consent of KPMG LLP, Independent Registered Public Accounting Firm, to
correct an inadvertent error in omitting from the consent the reference to two registration
statements filed by Array BioPharma on Form S-3 (File numbers 333-155221 and 333-151237).
Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, filed
with this Amendment is a consent of KPMG LLP with the references included. This Amendment does not
affect any other parts of, or exhibits to the Original Form 10-K, and those unaffected parts or
exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the
Original Form 10-K continues to speak as of the date of the original filing of the Original Form
10-K, and we have not updated the disclosure contained in the Amendment to reflect events that have
occurred since the filing of the Original Form 10-K. Accordingly, this Amendment must be read in
conjunction with our other filings, if any, made with the Securities and Exchange Commission
subsequent to the filing of the Original Form 10-K, including amendments to those filings, if any.
PART IV
Item 15. Exhibits and Financial Statement Schedules
3. EXHIBITS
Exhibits are set forth in the “Index to Exhibits” below