S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on July 13, 2011

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SEQUENOM, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   77-0365889

(State or other jurisdiction of

Incorporation or organization)

  

(I.R.S. Employer

Identification No.)

3595 John Hopkins Court

San Diego, California 92121

(858) 202-9000

(Address Of Principal Executive Offices)

 

 

2006 Equity Incentive Plan

(Full Title Of The Plan)

 

 

Harry F. Hixson, Jr.

Chairman of the Board and Chief Executive Officer

Sequenom, Inc.

3595 John Hopkins Court

San Diego, California 92121

(858) 202-9000

 

 

Copies to

L. Kay Chandler, Esq.

Nathan J. Nouskajian, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121-9109

Telephone: (858) 550-6000

  

Clarke W. Neumann, Esq.

Vice President and General Counsel

Sequenom, Inc.

3595 John Hopkins Court

San Diego, California 92121-1121

Telephone: (858) 202-9000

 

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

  

Amount

to be

Registered (1)

  

Proposed

Maximum

Offering Price

per Share (2)

  

Proposed

Maximum

Aggregate

Offering Price (2)

  

Amount of

Registration Fee

Common Stock, par value $0.001 per share, issuable under 2006 Equity Incentive Plan

   4,000,000 shares   $7.75   $31,000,000   $3,600
 
 
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of Registrant’s Common Stock, or the Common Stock, that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low sales prices of the Common Stock on July 11, 2011, as reported on The Nasdaq Global Market, which was $7.75 per share.

 

 

 

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8 NOS. 333-134906, 333-152230 AND 333-167831

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective. The Registrant previously registered shares of its Common Stock for issuance under its 2006 Equity Incentive Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission, or the SEC, on June 9, 2006 (File No. 333-134906), July 10, 2008 (File No. 333-152230) and June 28, 2010 (File No. 333-167831). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

EXHIBITS

 

Exhibit

Number

    
  4.1(1)   Restated Certificate of Incorporation of the Registrant.
  4.2(2)   Restated Bylaws of the Registrant, as amended.
  4.3(3)   Certificate of Designation of Series A Junior Participating Preferred Stock.
  4.4(1)   Specimen common stock certificate.
  4.5(3)   Rights Agreement dated as of March 3, 2009, between the Registrant and American Stock Transfer and Trust Company, LLC.
  4.6(3)   Form of Right Certificate.
  5.1   Opinion of Cooley LLP.
23.1   Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2   Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1   Power of Attorney is contained on the signature pages.
99.1(4)   2006 Equity Incentive Plan, as amended.
99.2(1)   Form of Stock Option Grant Notice under 2006 Equity Incentive Plan.
99.3(1)   Form of Option Agreement under 2006 Equity Incentive Plan.
99.4(1)   Form of Exercise Notice under 2006 Equity Incentive Plan.
99.5(5)   Form of Restricted Stock Unit Award Grant Notice under 2006 Equity Incentive Plan.
99.6(5)   Form of Restricted Stock Unit Award Agreement under 2006 Equity Incentive Plan.
99.7(6)   Form of Restricted Stock Bonus Grant Notice under 2006 Equity Incentive Plan.
99.8(6)   Form of Restricted Stock Bonus Agreement under 2006 Equity Incentive Plan.

 

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on June 6, 2006, and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on January 15, 2010, and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on March 4, 2009, and incorporated herein by reference.
(4) Filed as an appendix to the Registrant’s Definitive Proxy Statement on Schedule 14A (No. 000-29101) filed with the SEC on April 25, 2011, and incorporated herein by reference.
(5) Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-152230) filed with the SEC on July 10, 2008, and incorporated herein by reference.
(6) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on January 24, 2007, and incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 13, 2011.

 

SEQUENOM, INC.
By:  

/s/ Harry F. Hixson, Jr.

  Harry F. Hixson, Jr.
 

Chairman of the Board and Chief

Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harry F. Hixson, Jr. and Paul V. Maier and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature      Title   Date

/s/ Harry F. Hixson, Jr.

HARRY F. HIXSON, JR.

     

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

   July 13, 2011

/s/ Paul V. Maier

PAUL V. MAIER

     

Chief Financial Officer

(Principal Financial and Accounting Officer)

   July 13, 2011

/s/ Ernst-Gunter Afting

ERNST-GüNTER AFTING

      Director   July 13, 2011

/s/ Kenneth F. Buechler

KENNETH F. BUECHLER

      Director   July 13, 2011

/s/ John A. Fazio

JOHN A. FAZIO

      Director   July 13, 2011

 

2

/s/ Richard A. Lerner

RICHARD A. LERNER

      Director   July 13, 2011

/s/ Ronald M. Lindsay

RONALD M. LINDSAY

      Executive Vice President of Research and Development and Director   July 13, 2011

/s/ David Pendarvis

DAVID PENDARVIS

      Director   July 13, 2011

/s/ Charles P. Slacik

CHARLES P. SLACIK

      Director   July 13, 2011

 

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EXHIBIT INDEX

 

Exhibit

Number

     
  4.1(1)    Restated Certificate of Incorporation of the Registrant.
  4.2(2)    Restated Bylaws of the Registrant, as amended.
  4.3(3)    Certificate of Designation of Series A Junior Participating Preferred Stock.
  4.4(1)    Specimen common stock certificate.
  4.5(3)    Rights Agreement dated as of March 3, 2009, between the Registrant and American Stock Transfer and Trust Company, LLC.
  4.6(3)    Form of Right Certificate.
  5.1    Opinion of Cooley LLP.
23.1    Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2    Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1    Power of Attorney is contained on the signature pages.
99.1(4)    2006 Equity Incentive Plan, as amended.
99.2(1)    Form of Stock Option Grant Notice under 2006 Equity Incentive Plan.
99.3(1)    Form of Option Agreement under 2006 Equity Incentive Plan.
99.4(1)    Form of Exercise Notice under 2006 Equity Incentive Plan.
99.5(5)    Form of Restricted Stock Unit Award Grant Notice under 2006 Equity Incentive Plan.
99.6(5)    Form of Restricted Stock Unit Award Agreement under 2006 Equity Incentive Plan.
99.7(6)    Form of Restricted Stock Bonus Grant Notice under 2006 Equity Incentive Plan.
99.8(6)    Form of Restricted Stock Bonus Agreement under 2006 Equity Incentive Plan.

 

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on June 6, 2006, and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on January 15, 2010, and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on March 4, 2009, and incorporated herein by reference.
(4) Filed as an appendix to the Registrant’s Definitive Proxy Statement on Schedule 14A (No. 000-29101) filed with the SEC on April 25, 2011, and incorporated herein by reference.
(5) Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-152230) filed with the SEC on July 10, 2008, and incorporated herein by reference.
(6) Filed as an exhibit to the Registrant’s Current Report on Form 8-K (No. 000-29101) filed with the SEC on January 24, 2007, and incorporated herein by reference.

 

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