filings.toolsItem 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
| (A)(1) FINANCIAL STATEMENTS | ||
| The following consolidated financial statements of Insulet Corporation are included in Item 8 hereof: | ||
| Report of Independent Registered Public Accounting Firm | ||
| Consolidated Balance Sheets - Years ended December 31, 2015 and 2014 | ||
| Consolidated Statements of Operations - Years ended December 31, 2015, 2014 and 2013 | ||
| Consolidated Statements of Comprehensive Loss - Years ended December 31, 2015, 2014 and 2013 | ||
| Consolidated Statements of Stockholders' Equity - Years ended December 31, 2015, 2014 and 2013 | ||
| Consolidated Statements of Cash Flows - Years ended December 31, 2015, 2014 and 2013 | ||
| Notes to Consolidated Financial Statements | ||
| (A)(2) FINANCIAL STATEMENT SCHEDULES | ||
| Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein. | ||
| (A)(3) EXHIBITS | ||
| The exhibits listed in the Exhibit Index following the signature page of this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION (Registrant) | |
| Date: February 29, 2016 | /s/ Patrick J. Sullivan |
| Patrick J. Sullivan | |
| President and Chief Executive Officer (Principal Executive Officer) |
| Date: February 29, 2016 | /s/ Michael L. Levitz |
| Michael L. Levitz | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Insulet Corporation, hereby severally constitute and appoint Patrick J. Sullivan and Michael L. Levitz, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, on all amendments to this Report, and generally to do all things in our names and on our behalf in such capacities to enable Insulet Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities on February 29, 2016.
| Signature | Title | |
| /s/ Patrick J. Sullivan | President, Chief Executive Officer and Director | |
| Patrick J. Sullivan | (Principal Executive Officer) | |
| /s/ Michael L. Levitz | Chief Financial Officer | |
| Michael L. Levitz | (Principal Financial and Accounting Officer) | |
| /s/ Sally Crawford | ||
| Sally Crawford | Director | |
| /s/ John Fallon, M.D. | ||
| John Fallon, M.D. | Director | |
| /s/ Dr. Jessica Hopfield | ||
| Dr. Jessica Hopfield | Director | |
| /s/ David A. Lemoine | ||
| David Lemoine | Director | |
| /s/ Timothy J. Scannell | ||
| Timothy J. Scannell | Director | |
| /s/ Steven Sobieski | ||
| Steven Sobieski | Director | |
| /s/ Regina Sommer | ||
| Regina Sommer | Director | |
| /s/ Joseph Zakrzewski | ||
| Joseph Zakrzewski | Director |
EXHIBIT INDEX
Listed and indexed below are all Exhibits filed as part of this report.
| Number | Description |
| 3.1(4) | Eighth Amended and Restated Certificate of Incorporation of the Registrant |
| 3.2(40) | Amended and Restated By-laws of the Registrant |
| 4.1(4) | Specimen Stock Certificate |
| 4.2(9) | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Insulet Corporation classifying and designating the Series A Junior Participating Cumulative Preferred Stock |
| 4.3(9) | Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Registrar and Transfer Company, as Rights Agent |
| 4.4(11) | Amendment, dated September 25, 2009, to Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Computershare Trust Company, As Rights Agent |
| 4.5(27) | Indenture, dated as of June 9, 2014, between Insulet Corporation and Wells Fargo Bank, National Association, as Trustee |
| 4.6(27) | Form of 2.00% Convertible Senior Notes due 2019 (included in Exhibit 33.3) |
| 10.1(2)+ | Development and License Agreement between TheraSense, Inc. and Insulet Corporation, dated January 23, 2002 |
| 10.2(1) | Insulet Corporation 2000 Stock Option and Incentive Plan |
| 10.3(31) | Form of Non-Qualified Stock Option Agreement for Company Employees under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.4(31) | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.5(31) | Form of Time Vesting Restricted Stock Unit Agreement for Employees under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.6(31) | Form of Incentive Stock Option Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.7(1) | Employment Agreement between Duane DeSisto and Insulet Corporation, dated May 4, 2005 |
| 10.8(3) | Form of Employee Non-Competition and Non-Solicitation Agreement by and between Insulet Corporation and each of its executive officers |
| 10.9(5)+ | Master Supply Agreement between Insulet Corporation and Flextronic Marketing (L) Ltd., dated January 3, 2007 |
| 10.10(5)+ | Addendum to Master Supply Agreement between Insulet Corporation and Flextronic Marketing (L) Ltd., dated October 4, 2007 |
| 10.11(6)+ | Amendment No. 1 to Development and License Agreement, dated as of March 3, 2008, by and between Abbott Diabetes Care, Inc. (ADC), formerly known as TheraSense, Inc., and Insulet Corporation. |
| 10.12(31) | Amended and Restated Executive Severance Plan |
| 10.13(8) | Seconded Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.14(12) | Offer Letter by and between Insulet Corporation and Brian Roberts, dated March 2, 2009 |
| 10.15(14) | Offer Letter by and between Insulet Corporation and Peter Devlin, dated July 16, 2009 |
| 10.16(32) | Insulet Corporation Second Amended and Restated 2007 Employee Stock Purchase Plan |
| 10.17(16)+ | Distribution Agreement dated January 4, 2010 by and between Insulet Corporation and Ypsomed Distribution AG |
| 10.18(17)+ | Amendment No. 2 to Development and License Agreement, dated as of June 30, 2010, by and between ADC formerly known as TheraSense, Inc., and Insulet Corporation |
| 10.19(20) | Offer Letter by and between Insulet Corporation and Paul Lucidi, dated May 11, 2010 |
| 10.20(21) | Offer Letter by and between Insulet Corporation and Charles Liamos |
| Number | Description |
| 10.21(22) | Amendment No. 1 to Distribution Agreement dated April 10, 2012 by and between Insulet Corporation and Ypsomed Distribution AG |
| 10.22(22) | Amendment No. 3 to Development and License Agreement, dated as of April 5, 2011 by and between ADC and Insulet Corporation |
| 10.23(22) | Amendment No. 4 to Development and License Agreement, dated as of March 29, 2012 by and between ADC and Insulet Corporation |
| 10.24(23) | Amendment No. 5 to Development and License Agreement, dated as of June 21, 2012 by and between ADC and Insulet Corporation |
| 10.25(24)+ | Settlement and Cross-License Agreement, dated September 18, 2013, by and among the Company and Medtronic Inc., Medtronic MiniMed Inc., and Medtronic Puerto Rico Operations Co. |
| 10.26(31) | Form of Time Vesting Restricted Stock Unit Agreement for Singapore Employees under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.27(31) | Form of Time Vesting Restricted Stock Unit Agreement for Non-Employee Directors under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.28(31) | Form of Incentive Stock Option Agreement for Section 16 Officers under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.29(31) | Form of Non-Qualified Stock Option Agreement for Section 16 Officers under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.30(31) | Form of Time Vesting Restricted Stock Unit Agreement for Employees at the Vice President Level and Above under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.31(31) | Form of Time Vesting Restricted Stock Unit Agreement for Section 16 Officers under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.32(26) | Convertible Notes Underwriting Agreement dated June 4, 2014 between Insulet Corporation and J.P. Morgan Securities LLC, as underwriter. |
| 10.33(28) | Third Addendum to Manufacturing Services Agreement between Insulet Corporation and Flextronics Marketing (L) Ltd., dated May 29, 2014 |
| 10.34(28) | Four Addendum to Manufacturing Services Agreement between Insulet Corporation and Flextronics Marketing (L) Ltd., dated July 15, 2014 |
| 10.35(28) | Fifth Addendum to Manufacturing Services Agreement between Insulet Corporation and Flextronics Marketing (L) Ltd., dated July 15, 2014 |
| 10.36(29) | Retirement Agreement by and between Insulet Corporation and Duane DeSisto dated September 16, 2014 |
| 10.37(29) | Employment Agreement by and between Insulet Corporation and Patrick J. Sullivan dated September 16, 2014 |
| 10.38(30) | Agreement by and between Insulet Corporation and Brian K. Roberts dated November 5, 2014 |
| 10.39(31) | Form of Non-Qualified Stock Option Agreement for Patrick J. Sullivan under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.40(31) | Form of Incentive Stock Option Agreement for Christopher Barber under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.41(31) | Form of Time Vesting Restricted Stock Unit Agreement for Christopher Barber under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.42(31) | Form of Incentive Stock Option Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan - October 2014 New Hires |
| 10.43(33) | Rules and Conditions for the Directors' Compensation Program |
| 10.44(33) | Form of UK Time Vesting Restricted Stock Unit Agreement for Employees at the Vice President Level and Above under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.45(33) | Form of Incentive Stock Option Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan - 2015 Sales Plan |
| 10.46(33) | Form of Non-Qualified Stock Option Agreement for Brad Thomas under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| Number | Description |
| 10.47(33) | Form of Non-Qualified Stock Option Agreement for Shacey Petrovic under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.48(33) | Form of Time Vesting Restricted Stock Unit Agreement for Brad Thomas under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.49(33) | Form of Time Vesting Restricted Stock Unit Agreement for Shacey Petrovic under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.50(33) | Form of UK Non-Qualified Stock Option Agreement for Employees at the Vice President Level and Above under the Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.51(34) | Agreement by and between Insulet Corporation and Michael Levitz dated March 23, 2015 |
| 10.52(34) | Agreement by and between Insulet Corporation and Allison Dorval dated April 1, 2015 |
| 10.53(35) | Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.54(36) | Agreement by and between Insulet Corporation and Patrick Ryan dated June 25, 2015 |
| 10.55(37) | Form of Canada Non-Qualified Stock Option Agreement for Company Employees under the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.56(37) | Form of Canada Time Vesting Restricted Stock Unit Agreement under the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.57(37) | Form of Performance Vesting Restricted Stock Unit Agreement under the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.58(37) | Form of Incentive Stock Option Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.59 | Form of Non-Executive Employee Time Vesting Restricted Stock Unit Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.60 | Form of Non-Executive Employee Incentive Stock Option Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.61 | Form of Section 16 Officer Time Vesting Restricted Stock Unit Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.62 | Form of Section 16 Officer Incentive Stock Option Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.63 | Form of Vice President Time Vesting Restricted Stock Unit Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.64 | Form of Vice President Incentive Stock Option Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan |
| 10.65(38) | Agreement by and between Insulet Corporation and Peter J. Devlin dated January 6, 2015 |
| 10.66(39) | Form of Non-Qualified Stock Option Agreement for Michael Levitz, David Colleran and Michael Spears |
| 10.67(39) | Form of Time Vesting Restricted Stock Unit Agreement for Michael Levitz, David Colleran and Michael Spears |
| 12.1(25) | Insulet Corporation Statement Regarding Computation of Ratios of Earnings to Fixed Charges |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
| 24.1 | Power of Attorney (included on signature page) |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |
| 32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer. |
| Number | Description |
| 101 | The following materials from Insulet Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Loss; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows |
| * | This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |
| + | Confidential treatment granted as to certain portions of this exhibit. |
| (1) | Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-140694) filed April 25, 2007 |
| (2) | Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-140694) filed May 8, 2007 |
| (3) | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-140694) filed February 14, 2007 |
| (4) | Incorporated by reference to our Registration Statement on Form S-8 (No. 333-144636) filed July 17, 2007 |
| (5) | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-146810) filed October 19, 2007 |
| (6) | Incorporated by reference to our Current Report on Form 8-K, filed March 5, 2008 |
| (7) | Incorporated by reference to our Current Report on Form 8-K, filed June 20, 2008 |
| (8) | Incorporated by reference to our Definitive Proxy Statement on Form DEF14A, filed April 2, 2012 |
| (9) | Incorporated by reference to our Form 8-A, filed November 20, 2008 |
| (10) | Incorporated by reference to our Current Report on Form 8-K, filed March 16, 2009 |
| (11) | Incorporated by reference to our Current Report on Form 8-A/A, filed September 28, 2009 |
| (12) | Incorporated by reference to our Current Report on Form 8-K, filed March 5, 2009 |
| (13) | Incorporated by reference to our Current Report on Form 8-K, filed September 28, 2009 |
| (14) | Incorporated by reference to our Annual Report on Form 10-K, filed March 9, 2010 |
| (15) | Incorporated by reference to our Current Report on Form 8-K, filed June 21, 2010 |
| (16) | Incorporated by reference to our Quarterly Report on Form 10-Q/A, filed November 19, 2010 |
| (17) | Incorporated by reference to our Quarterly Report on Form 10-Q/A, filed November 19, 2010 |
| (18) | Incorporated by reference to our Current Report on Form 8-K, filed June 7, 2011 |
| (19) | Incorporated by reference to our Current Report on Form 8-K, filed July 5, 2011 |
| (20) | Incorporated by reference to our Annual Report on Form 10-K, filed March 10, 2011 |
| (21) | Incorporated by reference to our Current Report on Form 8-K, filed January 10, 2011 |
| (22) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed May 9, 2012 |
| (23) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed August 8, 2012 |
| (24) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed November 7, 2013 |
| (25) | Incorporated by reference to our Registration Statement on Form S-3, filed June 22, 2011 |
| (26) | Incorporated by reference to our Current Report on Form 8-K, filed June 6, 2014 |
| (27) | Incorporated by reference to our Current Report on Form 8-K, filed June 12, 2014 |
| (28) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed August 7, 2014 |
| (29) | Incorporated by reference to our Current Report on Form 8-K, filed September 16, 2014 |
| (30) | Incorporated by reference to our Current Report on Form 8-K, filed November 5, 2014 |
| (31) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed November 5, 2014 |
| (32) | Incorporated by reference to our Annual Report on Form 10-K, filed February 28, 2014 |
| (33) | Incorporated by reference to our Annual Report on Form 10-K, filed February 26, 2015 |
| (34) | Incorporated by reference to our Current Report on Form 8-K, filed April 1, 2015 |
| (35) | Incorporated by reference to our Definitive Proxy Statement on Form DEF14A, filed April 2, 2015 |
| (36) | Incorporated by reference to our Current Report on Form 8-K, filed June 30, 2015 |
| (37) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed August 12, 2015 |
| (38) | Incorporated by reference to our Current Report on Form 8-K, filed January 7, 2015 |
| (39) | Incorporated by reference to our Registration Statement on Form S-8 (No. 333-208387) filed December 8, 2015 |
| (40) | Incorporated by reference to our Current Report on Forn 8-K, filed February 26, 2016 |
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