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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
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: 000-21291
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INTROGEN THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 74-2704230
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
301 CONGRESS AVENUE, SUITE 1850
AUSTIN, TEXAS 78701
(Address of principal executive offices, including zip code)
(512) 708-9310
(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 (or for 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 X No
--- ---
As of September 30, 2002, the Registrant had 21,464,748 shares of its common
stock, $0.001 par value per share, issued and outstanding.
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EXPLANATORY NOTE
This Form 10-Q/A is being filed as Amendment No. 1 to the Form 10-Q of
Introgen Therapeutics, Inc. ("Introgen") filed with the Securities and Exchange
Commission on November 13, 2002 ("Form 10-Q") for the purpose of adding Item 4
of Part I, Controls and Procedures, which was inadvertently omitted from
Introgen's Form 10-Q. Except as set forth in this explanatory note, there are no
changes to the Form 10-Q.
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PART I
FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES.
Within 90 days prior to the date of filing this report, an evaluation was
performed under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended). Based on and as of the time of such
evaluation, our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and procedures were
effective in timely alerting them to material information relating to the
company required to be included in our reports filed or submitted under the
Securities Exchange Act of 1934, as amended. There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls and procedures subsequent to the time of such
evaluation.
PART II
OTHER INFORMATION
No changes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 10-Q/A to be signed on
its behalf by the undersigned thereunto duly authorized.
INTROGEN THERAPEUTICS, INC.
Date: November 14, 2002 By: /s/ JAMES W. ALBRECHT, JR.
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James W. Albrecht, Jr.
On behalf of the Registrant and as Chief
Financial Officer (Principal Financial and
Accounting Officer)
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CERTIFICATIONS
I, David G. Nance, certify that:
1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-Q/A of Introgen Therapeutics, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of Introgen as of, and for, the periods presented in this
Quarterly Report;
4. Introgen's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Introgen and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to Introgen, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this Quarterly Report is being prepared;
b) evaluated the effectiveness of Introgen's disclosure controls
and procedures as of a date within 90 days prior to the filing
date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. Introgen's other certifying officer and I have disclosed, based on our
most recent evaluation, to Introgen's auditors and the audit committee
of Introgen's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect Introgen's
ability to record, process, summarize and report financial
data and have identified for Introgen's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in Introgen's
internal controls; and
6. Introgen's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002 By: /s/ DAVID G. NANCE
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David G. Nance
Chief Executive Officer
I, James W. Albrecht, Jr., certify that:
1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-Q/A of Introgen Therapeutics, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of Introgen as of, and for, the periods presented in this
Quarterly Report;
4. Introgen's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Introgen and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to Introgen, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this Quarterly Report is being prepared;
b) evaluated the effectiveness of Introgen's disclosure controls
and procedures as of a date within 90 days prior to the filing
date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. Introgen's other certifying officer and I have disclosed, based on our
most recent evaluation, to Introgen's auditors and the audit committee
of Introgen's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect Introgen's
ability to record, process, summarize and report financial
data and have identified for Introgen's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in Introgen's
internal controls; and
6. Introgen's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002 By: /s/ JAMES W. ALBRECHT, JR.
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James W. Albrecht, Jr.
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002