Delaware (State or other jurisdiction of incorporation or organization) |
33-0804655 (I.R.S. Employer Identification No.) |
|
9885 Towne Centre Drive San Diego, California (Address of principal executive offices) |
92121 (Zip code) |
Proposed maximum | Proposed maximum | |||||||||||||
Amount to be | offering price per | aggregate offering | Amount of | |||||||||||
Title of securities to be registered | registered(1) | share(2) | price(2) | registration fee | ||||||||||
Common stock, par value $0.01 per share
(including related
rights)(3) |
1,424,332 shares(4) | $39.375 | $56,083,072.50 | $6,000.89 | ||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, the number of shares of common stock registered hereby includes an indeterminate number of shares of common stock that may be issued in connection with stock splits, stock dividends or similar transactions. | |
(2) | Estimated pursuant to Rule 457(h) and Rule 457(c) solely for purposes of calculating the amount of registration fee, based on the average of the high and low prices of the registrants common stock as reported on The NASDAQ Global Market on January 29, 2007. | |
(3) | Each share of the registrants common stock being registered hereunder, if issued before the termination of the registrants preferred share rights agreement, includes Series A Junior Participating Preferred Stock purchase rights. Before the occurrence of certain events, the Series A Junior Participating Preferred Stock purchase rights will not be exercisable or evidenced separately from the registrants common stock and have no value except as reflected in the market price of the shares to which they are attached. | |
(4) | Consists of (i) 872,678 shares issuable upon exercise of stock options (including incentive stock options), stock purchase awards, stock bonus awards, stock appreciation rights, stock units and other stock awards granted or to be granted under the Solexa 2005 Equity Incentive Plan, which was assumed by the registrant upon the registrants acquisition of Solexa Inc. (the Acquisition); (ii) 81,995 shares issuable upon exercise of stock options (including qualifying options within the meaning of the Finance Act 2000 (UK)) granted or to be granted under the Solexa Ltd Enterprise Management Incentive Plan, which was assumed by the registrant upon the Acquisition; (iii) 36,210 shares issuable upon exercise of stock options granted or to be granted under the Solexa Unapproved Company Share Option Plan, which was assumed by the registrant upon the Acquisition; (iv) 125,140 shares issuable upon exercise of stock options granted or to be granted under the Solexa Share Option Plan for Consultants, which was assumed by the registrant upon the Acquisition; and (v) 308,309 shares issuable upon exercise of stock options (including incentive stock options) granted or to be granted under the Lynx Therapeutics, Inc. 1992 Stock Option Plan, which was assumed by the registrant upon the Acquisition. |
| our annual report on Form 10-K for the fiscal year ended January 1, 2006, filed with the SEC on March 6, 2006 (file no. 000-30361); |
| our quarterly reports on Form 10-Q for the fiscal quarters ended April 2, 2006, July 2, 2006 and October 1, 2006, filed with the SEC on May 8, 2006, August 2, 2006 and October 30, 2006, respectively (file no. 000-30361); |
| our current reports on Form 8-K, filed with the SEC on March 29, 2006, May 18, 2006, May 19, 2006, June 29, 2006, August 23, 2006, October 31, 2006, November 13, 2006 and February 1, 2007 (excluding the portions that were furnished to, and not filed with, the SEC) (file no. 000-30361); |
| the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on April 14, 2000, including any amendments or reports filed for the purpose of updating such description (file no. 000-30361); |
| The description of our preferred stock purchase rights contained in our registration statement on Form 8-A, filed with the SEC on May 14, 2001, including any amendments or reports filed for the purpose of updating such description (file no. 000-30361); and |
| all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered under this registration statement have been sold or which deregisters all securities then remaining unsold. |
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2
Exhibit | ||
Number | Description | |
4.1(1)
|
Specimen common stock certificate | |
4.2(2)
|
Amended and Restated Stockholder Rights Agreement, dated as of November 5, 1999, by and among Illumina, Inc. and certain stockholders of Illumina, Inc. | |
4.3(3)
|
Rights Agreement, dated as of May 3, 2001, between Illumina, Inc. and Equiserve Trust Company, N.A. | |
4.4(4)
|
2000 Employee Stock Purchase Plan | |
4.5(5)
|
2005 Stock and Incentive Plan | |
5.1
|
Opinion of Dewey Ballantine LLP, counsel to Illumina, Inc., regarding the legality of the common stock being registered | |
23.1
|
Consent of Ernst & Young LLP San Diego, Independent Registered Public Accounting Firm | |
23.2
|
Consent of Ernst & Young LLP Palo Alto, Independent Registered Public Accounting Firm | |
23.3
|
Consent of Ernst & Young LLP Cambridge, Independent Registered Public Accounting Firm | |
23.4
|
Consent of Dewey Ballantine LLP (contained in exhibit 5.1) | |
24.1
|
Power of attorney (contained in signature page) |
(1) | Incorporated by reference to Exhibit 4.1 to our registration statement on Form S-1 (File No. 333-33922) filed with the SEC on April 3, 2000, as amended. | |
(2) | Incorporated by reference to Exhibit 4.2 to our registration statement on Form S-1 (File No. 333-33922) filed with the SEC on April 3, 2000, as amended. | |
(3) | Incorporated by reference to Exhibit 4.3 to our registration statement on Form 8-A (File No. 000-30361) filed with the SEC on May 14, 2001. | |
(4) | Incorporated by reference to Exhibit 10.21 to our quarterly report on Form 10-Q (File No. 000-30361) filed with the SEC on May 13, 2002. | |
(5) | Incorporated by reference to Appendix A of our definitive proxy statement on Schedule 14A (File No. 000-30361) filed with the SEC on May 17, 2005. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
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Provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
(4) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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Illumina, Inc. |
||||
By: | /S/ Jay T. Flatley | |||
Jay T. Flatley | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/S/ Jay T. Flatley
|
President, Chief Executive Officer and Director (Principal Executive Officer) | February 2, 2007 | ||
/S/ Christian O. Henry
|
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 2, 2007 | ||
/S/ John R. Stuelpnagel
|
Senior Vice President, Chief Operating Officer and Director | February 2, 2007 | ||
/S/ William H. Rastetter
|
Chairman of the Board of Directors | February 2, 2007 | ||
/S/ Daniel M. Bradbury
|
Director | February 2, 2007 | ||
/S/ Karin Eastham
|
Director | February 2, 2007 | ||
/S/ Paul Grint
|
Director | February 2, 2007 | ||
/S/ David R. Walt
|
Director | February 2, 2007 | ||
/S/ Jack Goldstein
|
Director | February 2, 2007 | ||
Director | , | |||
Director | , |
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