**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**Form 10-K/A**

**(Amendment No. 1)**

** **
| **ý**                                                                                                                                                                  | **Annual Report Pursuant to Section 13 or 15(d) of  the Securities Exchange Act of 1934.**    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                  | ** **                                                                                    |
| **For the fiscal year ended December 31, 2004**                                                                                                                             |
| ** **                                                                                                                                                                  |
| **OR**                                                                                                                                                                      |
| ** **                                                                                                                                                                  |
| **o**                                                                                                                                                                       | **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 000-24537**                                                                                                                                       |

 

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**DYAX CORP.**

(Exact name of Company asspecified in its charter)

 
| **Delaware**(State of Incorporation)                                                                            | **04-3053198**(IRS Employer Identification No.) |
|-----------------------------------------------------------------------------------------------------------------|-------------------------------------------------|
| ** **                                                                                                      | ** **                                      |
| **300  Technology Square, Cambridge, Massachusetts 02139**(Address of principal executive offices and zip code) |
| ** **                                                                                                      |
| Company’s telephone  number, including area code: **(617) 225-2500**                                       |

 
| Securities registered pursuant to Section 12(b) of  the Act: | **None**                                          |
|--------------------------------------------------------------|---------------------------------------------------|
| Securities registered pursuant to Section 12(g) of  the Act: | **Common  Stock, $.01 Par Value**(Title of Class) |

 

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Indicate by checkmarkwhether the Company (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Company wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ý  No o

 

Indicate by checkmark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of Company’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K. o

 

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

 

The aggregate marketvalue of the Company’s common stock held by nonaffiliates of the Company as ofthe last business day of the Company’s most recently completed fiscal secondquarter, June 30, 2004, based on the last reported sale price of theCompany’s common stock on The NASDAQ National Market as of the close ofbusiness on that day, was $368,368,105. The number of shares outstanding of the Company’s Common Stock, $.01 ParValue, as of February 25, 2005, was 31,578,981.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

Portions of the Company’sDefinitive Proxy Statement for its 2005 Annual Meeting of Shareholders to beheld on May 19, 2005, which Definitive Proxy Statement was filed with theSecurities and Exchange Commission on April 18, 2005, are incorporated byreference into Part III of this Form 10-K.

 

 

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**EXPLANATORYNOTE**

 

Dyax Corp. (the “Company”)hereby amends its Annual Report on Form 10-K for the year ended December 31,2004, as filed with the Securities and Exchange Commission on March 1, 2005(the “Original Filing”), for the purpose of including in the list of exhibitsthree exhibits filed with the Company’s quarterly reports on Form 10-Q in 2004but omitted from the list of exhibits incorporated by reference in the OriginalFiling.  No other amendments to theOriginal Filing are being made.

 

Pursuant to Rule 12b-15under the Securities Exchange Act of 1934, this amendment contains the completetext of Item 15, the item being amended.

 

**PART IV**

 

**ITEM 15.****        EXHIBITSAND FINANCIAL STATEMENT SCHEDULE**

 

**(a)****   1.****     FINANCIALSTATEMENTS**

 

The financial statementsare included under Part II, Item 8 of this Report.

 

**2.****     FINANCIALSTATEMENTS SCHEDULE**

 

**SCHEDULE II—VALUATION ANDQUALIFYING ACCOUNTSFor the years ended December 2004, 2003 and 2002(In Thousands)**

** **
| ** ** | ** ** | **Balance at   Beginning of   Period** | ** ** | **Additions** | ** ** | **Deductions** | ** ** | **Balance at   End of   Period** | ** ** |
|------------|------------|----------------------------------------|------------|---------------|------------|----------------|------------|----------------------------------|------------|
| 2004       |       | $                                      | 75         |          | $          | —         |       | $                                | —     |   | $ | 75 |   |
| 2003       |       | $                                      | 75         |          | $          | 25             |       | $                                | 25         |   | $ | 75 |   |
| 2002       |       | $                                      | 75         |          | $          | 20             |       | $                                | 20         |   | $ | 75 |   |

 
| ** **                               | ** ** | **Balance at   Beginning of   Period** | ** ** | **Additions** | ** ** | **Deductions** | ** ** | **Balance at   End of   Period** | ** ** |
|------------------------------------------|------------|----------------------------------------|------------|---------------|------------|----------------|------------|----------------------------------|------------|
| Deferred Tax  Asset Valuation Allowance: |       |                                   |       |          |       |           |       |                             |       |
| 2004                                     |       | $                                      | 43,419     |          | $          | 18,257         |       | $                                | 1,856      |   | $ | 59,820 |   |
| 2003                                     |       | $                                      | 45,066     |          | $          | 975            |       | $                                | 2,622      |   | $ | 43,419 |   |
| 2002                                     |       | $                                      | 33,522     |          | $          | 11,544         |       | $                                | —     |   | $ | 45,066 |   |

 

**3.****          EXHIBITS**

 

The exhibits are listedbelow under Part IV, Item 15(b) of this Report.

 

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**(b)****   EXHIBITS**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                     |
|-----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                                                                                                                                |
| 2.1             |       | Purchase Agreement dated October 13, 2003 by and  among Pyrosequencing AB, Dyax Corp. and Biotage, LLC. Filed as Exhibit 2.1 to  the Company’s Current Report on Form 8-K (File No. 000-24537) filed on  November 7, 2003 and incorporated herein by reference.                                                |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 3.1             |       | Amended and Restated Certificate of Incorporation of  the Company.  Filed as Exhibit 3.1 to  the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the  quarter ended June 30, 2004 and incorporated herein by reference.                                                                  |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 3.2             |       | Amended and Restated By-laws of the Company. Filed  as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No.  000-24537) for the quarter ended September 30, 2000 and incorporated herein  by reference.                                                                                        |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 3.3             |       | Certificate of Designations Designating the Series A  Junior Participating Preferred Stock of the Company. Filed as Exhibit 3.1 to  the Company’s Current Report on Form 8-K (File No. 000-24537) and  incorporated herein by reference.                                                                       |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 4.1             |       | Specimen Common Stock Certificate. Filed as Exhibit  4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-37394)  and incorporated herein by reference.                                                                                                                                       |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 4.2             |       | Rights Agreement, dated June 27, 2001 between  American Stock Transfer & Trust Company, as Rights Agent, and the  Company. Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K  (File No. 000-24537) and incorporated herein by reference.                                                    |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.1            |       | Amended and Restated 1995 Equity Incentive Plan, as  amended on February 7, 2002. Filed as Appendix B to the Company’s Definitive  Proxy Statement on Schedule 14A (File No. 000-24537) filed with the  Commission on April 22, 2002 and incorporated herein by reference.                                     |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.2            |       | 1998 Employee Stock Purchase Plan. Filed as Exhibit  10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-37394)  and incorporated herein by reference.                                                                                                                                      |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.3*           |       | Form of Change of Control Agreement between the  Company and Lynn G. Baird, Ph.D., Clive R. Wood, Ph.D. and Ivana Magovcevic,  Ph.D., J.D. Filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K  (File No. 000-24537) for the year ended December 31, 2003 and incorporated  herein by reference. |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.4*           |       | Employment Letter Agreement, dated September 1,  1999, between Stephen S. Galliker and the Company. Filed as Exhibit 10.3 to  the Company’s Registration Statement on Form S-1 (File No. 333-37394) and  incorporated herein by reference.                                                                     |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.5†      |       | License Agreement, dated January 24, 2001, between  Debiopharm S.A. and the Company. Filed as Exhibit 10.26 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 2000 (File No.  000-24537) and incorporated herein by reference.                                                      |
|            |       |                                                                                                                                                                                                                                                                                                                |
| 10.6            |       | Form of Indemnification Agreement by and between  certain directors and executive officers of the Company and the Company.  Filed as Exhibit 10.32 to the Company’s Registration Statement on Form S-1  (File No. 333-37394) and incorporated herein by reference.                                             |

 

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| 10.7       |   | Amended and Restated Registration Rights Agreement,  dated as of February 12, 2001, between holders of the Company’s capital stock  named therein and the Company. Filed as Exhibit 10.33 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2000 (File No. 000-24537)  and incorporated herein by reference. |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.8† |   | Collaboration and License Agreement, dated October  31, 2000, between Bracco Holding, B.V. and Bracco International, B.V. and the  Company. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q  (File No. 000-24537) for the quarter ended September 30, 2000 and  incorporated herein by reference.                       |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.9† |   | First Amendment to the Collaboration and License  Agreement, by and between Bracco Imaging S.p.A. and the Company, effective as  of December 31, 2003. Filed as Exhibit 10.11 to the Company’s Annual Report  on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and  incorporated herein by reference.                  |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.10      |   | Lease, dated June 13, 2001, between the  Massachusetts Institute of Technology and the Company. Filed as Exhibit 10.1  to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the  quarter ended June 30, 2001 and incorporated herein by reference.                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.11      |   | Master Lease Agreement and related documents between  the Company and General Electric Capital Corporation dated as of May 1, 2001.  Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File  No. 000-24537) for the quarter ended March 31, 2002 and incorporated herein  by reference.                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.12      |   | Amended and Restated Collaboration Agreement between  Genzyme Corporation and the Company dated May 31, 2002. Filed as Exhibit 10.1  to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the  quarter ended June 30, 2002 and incorporated herein by reference.                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.13      |   | Senior Secured Promissory Note between Genzyme  Corporation and the Company dated May 31, 2002. Filed as Exhibit 10.2 to the  Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter  ended June 30, 2002 and incorporated herein by reference.                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.14      |   | Security Agreement between Genzyme Corporation and  the Company dated May 31, 2002. Filed as Exhibit 10.3 to the Company’s  Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended June  30, 2002 and incorporated herein by reference.                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.15      |   | Amendment No. 1 to Amended and Restated  Collaboration Agreement between Genzyme Corporation and the Company, dated as  of September 30, 2003. Filed as Exhibit 10.17 to the Company’s Annual Report  on Form 10-K (File No. 000-24537) for the year ended December 31, 2003 and  incorporated herein by reference.                          |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.16      |   | First Amendment to Security Agreement between  Genzyme Corporation and the Company dated as of October 15, 2003. Filed as  Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No.  000-24537) for the year ended December 31, 2003 and incorporated herein by  reference.                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.17      |   | License Agreement between XOMA Ireland Limited and  the Company dated October 16, 2002. Filed as Exhibit 10.22 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 2002 (File No.  000-24537) and incorporated herein by reference.                                                                                 |

 

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| 10.18†            |   | Amendment Agreement between Cambridge Antibody  Technology Limited and the Company dated January 6, 2003. Filed as Exhibit  10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-24537) for  the quarter ended March 31, 2003 and incorporated herein by reference.                                                                                                  |
|------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.19†            |   | Second Amendment Agreement between Cambridge  Antibody Technology Limited and the Company dated September 18, 2003. Filed  as Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No.  000-24537) filed on December 29, 2003 and incorporated herein by reference.                                                                                                     |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.20                  |   | Form of the Company’s Incentive Stock Option  Certificate under the Company’s Amended and Restated 1995 Equity Incentive  Plan for all U.S. employees, including its executive officers. Filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.  000-24537) for the quarter ended September 30, 2004 and incorporated herein  by reference.    |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.21                  |   | Form of the Company’s Nonstatutory Stock Option  Certificate under the Company’s Amended and Restated 1995 Equity Incentive  Plan for its U.S. employees, including its executive officers. Filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.  000-24537) for the quarter ended September 30, 2004 and incorporated herein  by reference. |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.22                  |   | Form of the Company’s Nonstatutory Stock Option  Certificate under the Company’s Amended and Restated 1995 Equity Incentive  Plan for its non-employee directors. Filed as Exhibit 10.1 to the Company’s  Quarterly Report on Form 10-Q (File No. 000-24537) for the quarter ended  September 30, 2004 and incorporated herein by reference.                            |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.23††      |   | Second Amendment to the Collaboration and License  Agreement, by and between Bracco Imaging S.p.A. and the Company, effective as  of January 3, 2005.                                                                                                                                                                                                                                  |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.24*                 |   | Employment Letter Agreement dated August 28, 2001  between Lynn G. Baird, Ph.D. and the Company.   Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q  (File No. 000-24537) for the quarter ended March 31, 2004 and incorporated  herein by reference.                                                                                                    |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.25*                 |   | Employment Letter Agreement dated June 27, 2003  between Clive R. Wood, Ph.D. and the Company.   Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q  (File No. 000-24537) for the quarter ended March 31, 2004 and incorporated  herein by reference.                                                                                                      |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 14.1                   |   | Code of Business Conduct and Ethics of the Company.  Filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the  year ended December 31, 2004 (File No. 000-24537) and incorporated herein by  reference.                                                                                                                                                          |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.1††       |   | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                           |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.1††       |   | Consent of PricewaterhouseCoopers LLP, an  independent registered public accounting firm.                                                                                                                                                                                                                                                                                              |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1††† |   | Certification of Chief Executive Officer Pursuant to  §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                         |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.2††† |   | Certification of Chief Financial Officer Pursuant to  §240.13a 14 or §240.15d 14 of the Securities Exchange Act of 1934, as  amended.                                                                                                                                                                                                                                        |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.1††       |   | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                      |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.1††       |   | Important Factors That May Affect Future Operations  and Results.                                                                                                                                                                                                                                                                                                                      |

 

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*      Indicatesa contract with management.

 

†      ThisExhibit has been filed separately with the Commission pursuant to anapplication for confidential treatment. The confidential portions of thisExhibit have been omitted and are marked by an asterisk.

 

††    Previouslyfiled as exhibits to the Company’s Annual Report on Form 10-K for the yearended December 31, 2004 (the “Original Filing”).

 

†††  Thesecertifications, which were filed as exhibits to the Original Filing, have beenre-executed and re-filed as of the date of this amendment.

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, this 6th day of May2005.

 
|   |   |   | DYAX CORP. |
|--------|--------|--------|------------|
|   |   |   |       |
|   |   |   |       |
|   |   |   | By:        | /s/ Stephen S. Galliker |   |
|   |   |   |       | Stephen S. Galliker *Executive Vice President, Finance and  Administration   and Chief Financial Officer* |

 

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