**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**AmendmentNo. 1**

 

| **(Mark One)** | ** ** | ** **                                                                                                                                                                                                                                          |
|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **     | ** ** | ** **                                                                                                                                                                                                                                          |
| x              | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**                                                                                                                                |
|           | ** ** | ** **                                                                                                                                                                                                                                          |
| ** **     | ** ** | **For the fiscal year ended December 31, 2007**                                                                                                                                                                                                |
|           | ** ** | ** **                                                                                                                                                                                                                                          |
| ** **     | ** ** | **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 000-30469**

 

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**deCODE genetics, Inc.**

(Exact name of registrantas specified in its charter)

 

| **Delaware**

(State  or other jurisdiction of

incorporation  or organization)      | ** ** | **04-3326704**

(I.R.S.  Employer Identification No.) |
|--------------------------------------------------------------------------------------|------------|-------------------------------------------------------|
| **Sturlugata 8, Reykjavik, Iceland**(Address of principal executive offices)         |
| ** **                                                                           |
| **Æ****354-570-1900**(Registrant’s telephone number, including area  code) |

 

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**Securities registered pursuant to Section 12(b) ofthe Act:**

 

| **Title of each class**               | ** ** | **Name of each exchange on which registered** |
|---------------------------------------|------------|-----------------------------------------------|
| Common Stock, $.001 par value

  |       | The  NASDAQ Stock Market LLC                  |

 

**Securities registered pursuant to Section 12(g) ofthe Act:**

None

 

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Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.  Yes oNo x

 

Indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Exchange Act.Yes o        No x

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.              Yes x           No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definitions of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated file | o      | Accelerated filer | x      | Non-accelerated filer                          | o      | Smaller reporting company | o      |
|------------------------|--------|-------------------|--------|------------------------------------------------|--------|---------------------------|--------|
|                   |   |              |   | (Do not check if a smaller  reporting company) |   |                      |   |
|                   |   |              |   |                                           |   |                      |   |

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).  Yes o         No x

 

The aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of theregistrant, computed by reference to the price at which the common stock waslast sold as of the last business day of the registrant’s most recentlycompleted second fiscal quarter was $220,556,970

 

Indicate the number ofshares outstanding of each of the registrant’s classes of common stock, as of March 3,2008.

 

| **Class**                                | ** ** | **Number of Shares** |
|------------------------------------------|------------|----------------------|
| Common  Stock, $.001 par value |       | 61,747,572           |

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Portions of the definitive proxy statement for theregistrant’s 2008 Annual Meeting of Stockholders are incorporated by referenceinto Part III.

 

 

 

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**EXPLANATORYNOTE**

 

                deCODE genetics, Inc. is filing this Amendment No. 1on Form 10-K/A for the sole purpose of amending Exhibit 23.1 to theAnnual Report on Form 10-K which it filed on March 17, 2008 (the “2007Form 10-K”).  Exhibit 23.1 asoriginally  filed contains an erroneousreference to March 14, 2007 as the date of the report of Deloitte &Touche LLP with respect to the consolidated financial statements of deCODEgenetics, Inc. and subsidiaries. The revised Exhibit 23.1 refers to the correct date of March 17,2008.

 

                As required by applicable rules, currently-datedcertifications from our Chief Executive Officer and Chief Financial Officer areincluded as exhibits to this Amendment No. 1.

 

                Except as described above, no other revisions oramendments have been made to Part IV, Item 15 or to any other portionof  the 2007 Form 10-K.  This Amendment No. 1 does not reflectevents occurring after March 17, 2008, the date of the original filing ofthe 2007 Form 10-K, or modify or update any disclosures that may have beenaffected by subsequent events.

 

**PART IV**

 

**Item 15.*****Exhibits, Financial Statement Schedules, and Reports on Form 8-K***

 

***(a)           Thefollowing financial statements were included as part of the Annual Report on Form 10-Kfiled on March 17, 2008:***

 

1.             FinancialStatements:

*** ***
| ** **                                                                | ** ** | **PAGE** |
|---------------------------------------------------------------------------|------------|----------|
| Reports of Independent Registered Public Accounting Firm                  |       | 63       |
| Consolidated Balance Sheets                                               |       | 64       |
| Consolidated Statements of Operations                                     |       | 65       |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |       | 66       |
| Consolidated Statements of Cash Flows                                     |       | 67       |
| Notes to Consolidated Financial Statements                                |       | 68       |

 

2.             All schedules are omitted as the information required isinapplicable or the information is presented in the consolidated financialstatements or the related notes.

 

3.             Exhibits

 

                Theexhibits required to be filed are listed on the “Exhibit Index” attachedhereto, which is incorporated herein by reference.

 

 

 

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**SIGNATURES**

 

                Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|   | deCODE genetics, Inc. |
|--------|----------------------------|
|   | By:                        | /s/ Kari Stefansson |
|   |                       |   |
|   |                       | Kari Stefansson, Chairman, President and |
|   |                       | Chief Executive Officer |
|   |                       |   |
|   | Dated: April 4, 2008  |

 

 

 

 

 

 

 

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**EXHIBIT INDEX**

 

 
| **Exhibit********Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                       |       | Amended and Restated Certificate of Incorporation, as further amended  (Incorporated by reference to Exhibit 3.1 and Exhibit 3.3 to the  Company’s Registration Statement on Form S-1 (Registration  No. 333-31984) which became effective on July 17, 2000).                                                                                                                                                                           |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2                       |       | Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to  the Company’s Registration Statement on Form S-1 (Registration  No. 333-31984) which became effective on July 17, 2000).                                                                                                                                                                                                                                                    |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.3                       |       | Certificate of Amendment to Amended and Restated Certificate of  Incorporation dated August 30, 2002 (Incorporated by reference to  Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on  November 14, 2002).                                                                                                                                                                                                                 |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.4                       |       | Certificate of  Amendment to Amended and Restated Certificate of Incorporation dated  May 11, 2007 (Incorporated by  reference to Exhibit 3.3 to the Company’s Quarterly Report on  Form 10-Q filed on August 9, 2007).                                                                                                                                                                                                                      |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1                       |       | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1  to the Company’s Registration Statement on Form S-1 (Registration  No. 333-31984) which became effective on July 17, 2000).                                                                                                                                                                                                                                     |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2                       |       | Form of Warrant to Purchase Series C Preferred Stock  (Incorporated by reference to Exhibit 4.3 to the Company’s Registration  Statement on Form S-1 (Registration No. 333-31984) which became  effective on July 17, 2000).                                                                                                                                                                                                       |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.3                       |       | Warrant, dated February 25, 2004, issued to Merck &  Co., Inc. (Incorporated by reference to Exhibit 4.7 to the  Company’s Annual Report on Form 10-K filed on March 15, 2004).                                                                                                                                                                                                                                                |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.4                       |       | Indenture dated as of April 14, 2004 between deCODE  genetics, Inc. and The Bank of New York (including form of 3.5% Senior  Convertible Note due 2011) (Incorporated by reference to Exhibit 4.2 to  the Company’s Registration Statement on Form S-3 (Registration  No. 333-116543) which was filed on June 16, 2004).                                                                                                           |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5                       |       | Registration Rights Agreement dated as of April 14, 2004 between  deCODE genetics, Inc., J.P. Morgan Securities Inc. and Lehman Brothers  Inc., as representatives of the Initial Purchasers (Incorporated by reference  to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q filed  on May 10, 2004).                                                                                                                         |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.6                       |       | Indenture dated as of November 17, 2006 between deCODE  genetics, Inc. and The Bank of New York (including form of 3.5% Senior  Convertible Note due 2011)(Incorporated by reference to Exhibit 4.1 to  the Company’s Current Report on Form 8-K filed on November 20,  2006).                                                                                                                                                          |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7                       |       | Registration Rights Agreement dated as of November 17, 2006  between deCODE genetics, Inc. and Lehman Brothers, Inc. as  Representative of the Initial Purchasers (Incorporated by reference to  Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on  November 20, 2006).                                                                                                                                             |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1                      |       | Form of License from The Icelandic Data Protection Commission  (now, The Icelandic Data Protection Authority) to Islensk erfdagreining ehf.  and its Clinical Collaborators to Use and Access Patient Records and Other  Clinical Data Relating to Individuals (Incorporated by reference to  Exhibit 10.1 to the Company’s Registration Statement on Form S-1  (Registration No. 333-31984) which became effective on July 17,  2000). |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2                      | *          | 1996 Equity Incentive Plan, as amended (Incorporated by reference to  Exhibit 10.1 to the Company’s Registration Statement on Form S-8  (Registration No. 333-56996) filed on March 14, 2001).                                                                                                                                                                                                                                               |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3                      | *          | Form of Non-Statutory Stock Option Agreement, as executed by  employees and officers of deCODE genetics, Inc. who received  non-statutory stock options (Incorporated by reference to Exhibit 10.3  to the Company’s Annual Report on Form 10-K filed April 15, 2003).                                                                                                                                                                  |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4                      | *          | Form of Employee Proprietary Information and Inventions Agreement  (Incorporated by reference to Exhibit 10.4 to the Company’s Registration  Statement on Form S-1 (Registration No. 333-31984) which became  effective on July 17, 2000).                                                                                                                                                                                              |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.5                      |       | Co-operation Agreement between Reykjavik Hospital and Islensk  erfdagreining ehf., dated November 4, 1998 (Incorporated by reference to  Exhibit 10.22 to the Company’s Registration Statement on Form S-1  (Registration No. 333-31984) which became effective on July 17,  2000).                                                                                                                                                     |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

 

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| 10.6   |   | Co-operation Agreement between the Iceland State Hospital and Islensk  erfdagreining ehf., dated December 15, 1998 (Incorporated by reference  to Exhibit 10.24 to the Company’s Registration Statement on  Form S-1 (Registration No. 333-31984) which became effective on  July 17, 2000). |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.7   | *      | Form of Employee Confidentiality, Invention Assignment and Non-Compete  Agreement executed by certain officers (Incorporated by reference to  Exhibit 10.44 to the Company’s Registration Statement on Form S-1  (Registration No. 333-31984) which became effective on July 17,  2000).     |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.8   |   | Purchase Agreement between Vetrargardurinn ehf. and Festing ehf. dated  March 29, 2005 (Incorporated by reference to Exhibit 10.1 to the  Company’s Report on Form 10-Q filed on May 10, 2005).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.9   |   | Lease Agreement between Vetrargardurinn ehf. and Festing ehf. dated  March 29, 2005 (Incorporated by reference to Exhibit 10.2 to the  Company’s Report on Form 10-Q filed on May 10, 2005).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.10  | *      | Employment Agreement between deCODE genetics, Inc. and Daniel L.  Hartman, effective as of July 15, 2005 (Incorporated by reference to  Exhibit 10.1 to the Company’s Report on Form 10-Q filed on  November 9, 2005).                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.11  | *      | Form of Restricted Stock Agreement (Incorporated by reference to  Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on  August 1, 2005).                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.12  | *      | 2002 Equity Incentive Plan (Incorporated by reference to  Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on  April 15, 2003).                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.13  | +      | License Agreement, dated as of October 17, 2003, between deCODE  genetics, ehf. and Bayer AG (Incorporated by reference to Exhibit 10.32  to the Company’s Annual Report on Form 10-K filed on March 15,  2004).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.14  | +      | License and Research Collaboration Agreement, dated February 25,  2004, between deCODE genetics, ehf. and Merck & Co., Inc.  (Incorporated by reference to Exhibit 10.14 to the Company’s Annual  Report on Form 10-K filed on March 15, 2007).                                     |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.15  | *      | Agreement between deCODE genetics, Inc. and J. Neal Armstrong  dated as of August 18, 2003 and effective as of October 3, 2003  (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly  Report on Form 10-Q filed on November 13, 2003)                                  |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.16  | *      | 2006 Equity Incentive Plan (Incorporated by reference to  Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on  May 11, 2006).                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.17  |   | Placement Agency Agreement by and among the Company, Lehman Brothers  Inc. and Thomas Weisel Partners LLC dated as of July 13, 2006  (Incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed on July 14, 2006).                                             |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.18  |   | Form of Purchase Agreement between the Company and Certain  Purchasers of Common Stock (Incorporated by reference to Exhibit 10.2 to  the Company’s Current Report on Form 8-K filed on July 14, 2006).                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.19  | *      | Employment Agreement between deCODE genetics, Inc. and Jakob  Sigurdsson, dated as of October 25, 2006 (Incorporated by reference to  Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on  March 15, 2007).                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.20  |   | Purchase Agreement dated November 14, 2006 between deCODE  genetics, Inc. and Lehman Brothers, Inc., as Representative of the  Initial Purchasers (Incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed on November 15, 2006).                  |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Agreement of Purchase  and Sale between deCODE Chemistry, Inc and Woodridge Holdings LLC, dated as  of February 5, 2007 (Incorporated by  reference to Exhibit 10.21 to the Company’s Annual Report on  Form 10-K filed on March 15, 2007).                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.22  | *      | Form of  Incentive Stock Option Agreement under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1  to the Company’s Quarterly Report on Form 10-Q filed on August 9,  2007).                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 10.23  | *      | Form of  Non-Qualified Stock Option Agreement under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2  to the Company’s Quarterly Report on Form 10-Q filed on August 9,  2007).                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                       |

 

 

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| 10.24  | *      | Form of  Restricted Stock Agreement under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3  to the Company’s Quarterly Report on Form 10-Q filed on August 9,  2007).                                                                                                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.25  |   | Lease dated  June 8, 2007 between deCODE Chemistry, Inc. and Woodridge Holdings,  LLC and Big T Investments, LLC (Incorporated  by reference to Exhibit 10.4 to the Company’s Quarterly Report on  Form 10-Q filed on August 9, 2007).                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.26  |   | Guaranty of deCODE  genetics, Inc. and MediChem Life Sciences, Inc. dated June 8,  2007 (Incorporated by reference to  Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed  on August 9, 2007).                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.27  |   | Letter  of Credit Reimbursement, Security and Pledge Agreement dated June 8,  2007 among Custodial Trust Company, deCODE Chemistry, Inc. and deCODE  genetics, Inc. (Incorporated by  reference to Exhibit 10.6 to the Company’s Quarterly Report on  Form 10-Q filed on August 9, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 10.28  |   | deCODE  genetics, Inc. Change in Control Benefits Plan (Incorporated by  reference to Exhibit 99.2 to the Company’s Current Report on  Form 8-K filed on November 8, 2007).                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 21.1   |   | Subsidiaries of deCODE genetics, Inc. (Previously filed as an  exhibit to the originally filed 2007 Form 10-K).                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 23.1   | **     | Consent of Deloitte & Touche LLP, independent registered  public accounting firm.                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 31.1   | **     | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 31.2   | **     | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                         |
| 32     |   | Certifications  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Previously furnished as an exhibit to the  originally filed 2007 Form 10-K).                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                         |

 

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+              Confidentialtreatment has been requested for certain portions of this exhibit. The omittedportions have been separately filed with the Commission.

 

*              Constitutesa management contract or compensatory plan or arrangement.

 

**           Filed herewith

 

Note: Unless otherwise noted, theSEC File number of each of the above referenced documents is 000-30469.

 

 

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