**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 2)**

 

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**x****      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended June 30, 2012**

 

**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 000-30334**

 

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**Angiotech Pharmaceuticals, Inc.**

(Exact Name of Registrant as Specified in Its Charter)

 

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| **British Columbia, Canada**                                     | ** ** | **98-0226269**                            |
|------------------------------------------------------------------|------------|-------------------------------------------|
| (State or Other Jurisdiction of   Incorporation or Organization) |       | (I.R.S. Employer   Identification Number) |
|                                                             |       |                                      |
| **1618 Station Street   Vancouver, B.C. Canada**                 | ** ** | **V6A 1B6**                               |
| (Address of Principal Executive Offices)                         |       | (Zip Code)                                |

 

Registrant’s telephone number, including area code:**(604) 221-7676**

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

12,526,702 Common Shares, no par value, as of August 14, 2012

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 2 to Angiotech Pharmaceutical, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 14, 2012, as amended by Amendment No.1 filed on September 13, 2012 (as amended, the “Form 10-Q”) is being filed solely to file revised versions of Exhibit 2.1 and Exhibit 10.1.

 

Other than the changes described above, no other modifications or updates have been made to our Form 10-Q. In addition, this Amendment No. 2 does not reflect any subsequent events occurring after the August 14, 2012 original filing date of our Form 10-Q.

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Item 6. Exhibits

 

Incorporated by reference to the Exhibit Index following the signature page to this Amendment No. 2.

 
|                           | **Angiotech Pharmaceuticals, Inc.** |
|--------------------------------|------------------------------------------|
|                           | (Registrant)                             |
|                           |                                     |
| Date: November   13, 2012 | By:                                      | /S/ K. THOMAS BAILEY |
|                           |                                     | **K. Thomas Bailey** |
|                           |                                     | **Chief Executive Officer** |

 

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**EXHIBIT INDEX**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Location**           |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 2.1                  |       | Asset   Sale and Purchase Agreement by and among Angiotech   Pharmaceuticals, Inc., Surgical Specialties Puerto Rico, Inc.,   Quill Medical, Inc., Ethicon, Inc. and Ethicon, LLC dated as of   April 4, 2012*                                                                                                                                                                            |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 10.1                 |       | Co-Exclusive   Manufacturing and Supply Agreement by and among Angiotech   Pharmaceuticals, Inc., Surgical Specialties Puerto Rico, Inc.,   Angiotech Puerto Rico, Inc., Angiotech International AG, Quill Medical, Inc.   and Ethicon, LLC dated as of April 4, 2012*                                                                                                                    |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 10.2                 |       | Third   Amendment, dated August 13, 2012 to the Credit Agreement dated   May 12, 2011 by and among Angiotech Pharmaceuticals, Inc., as   Parent, the subsidiaries of the Parent listed as Borrowers on the signature   pages thereto, as Borrowers, the Lenders signatory thereto, as Lenders,   and Wells Fargo Capital Finance, LLC, as Arranger and Administrative Agent   for the Lenders. |       | Previously   filed     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 31.1                 |       | Certification   of CEO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as   Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                               |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 31.2                 |       | Certification   of CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as   Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                               |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 32.1                 |       | Certification   of CEO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 32.2                 |       | Certification   of CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        |       | Filed   herewith       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.INS              |       | XBRL   Instance Document                                                                                                                                                                                                                                                                                                                                                                                           |       | Previously   furnished |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.SCH              |       | XBRL   Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                          |       | Previously   furnished |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.CAL              |       | XBRL   Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                            |       | Previously   furnished |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.DEF              |       | XBRL   Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                             |       | Previously   furnished |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.LAB              |       | XBRL   Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                                                  |       | Previously   furnished |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                               |       |                   |
| 101.PRE              |       | XBRL   Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                           |       | Previously   furnished |

 

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* Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment

 

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