Prospectus Supplement (To Prospectus Dated August 13, 2007) |
Filed Pursuant to Rule 424(b)(7) File No. 333-145408 |
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Number of Shares of Common Stock | ||||||||||||||||||||
Principal Amount of | Number of Shares of | Number of Shares of | Beneficially Owned After this Offering | |||||||||||||||||
Notes Beneficially | Common Stock | Common Stock | ||||||||||||||||||
Owned Before this | Beneficially Owned | Issuable upon | As a Percentage of | |||||||||||||||||
Offering that May | Before this | Conversion that May | Common Stock | |||||||||||||||||
Name | Be Sold | Offering1 | Be Sold2 | Number3 | Outstanding4 | |||||||||||||||
Goldman, Sachs & Co.5,6,7 |
$ | 1,920,000 | 43,973 | 43,973 | | * |
* | Less than 1%. | |
(1) | Includes shares issuable upon conversion of the notes indicated next to such selling securityholder. See note (2) below. | |
(2) | Assumes conversion of the full amount of notes held by the selling securityholder at the rate of 22.9029 shares of our common stock per $1,000 in principal amount of the notes. This represents the theoretical maximum number of shares issuable upon conversion of the notes, disregarding the effects of any events that result in an adjustment to the conversion rate. The conversion rate and the number of shares of |
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common stock issuable upon conversion of the notes may be adjusted under the circumstances described in the prospectus under Description of the NotesConversion RightsConversion Rate Adjustments and Adjustment to Shares Delivered upon Conversion upon Fundamental Change. Accordingly, the number of shares of our common stock issuable upon conversion of the notes may increase or decrease from time to time. Holders will receive a cash adjustment for any fractional shares resulting from conversion of the notes, as described in the prospectus under Description of the NotesConversion RightsPayment upon Conversion. | ||
(3) | Assumes that the selling securityholder has sold all the shares of our common stock shown as being issuable upon conversion of the notes listed next to such securityholders name. | |
(4) | Calculated based on 55,377,029 shares of our common stock outstanding as of December 18, 2007. In calculating this amount for a particular selling securityholder, we treated as outstanding the number of shares of our common stock issuable upon conversion of all of that holders notes. However, we did not assume the conversion of any other holders notes. | |
(5) | This selling securityholder has identified itself as a broker-dealer that is registered under the Securities Exchange Act of 1934, as amended. | |
(6) | This selling securityholder has represented to us that, at the time it acquired the securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. | |
(7) | The selling stockholder has advised us as follows: The Goldman Sachs Group. Inc. is the parent of Goldman Sachs & Co. Goldman Sachs & Co. is not an affiliate of Illumina, Inc. (the term affiliate as used here means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with Illumina, Inc.). Goldman Sachs & Co. makes no other representation about any of its officers, directors or principal equity holders (5% or more) as to whether any of such persons holds or has held positions or offices in, or has had any material relationship with, Illumina, Inc. or its predecessors or affiliates. Please see the publicly filed reports for Goldman Sachs Group Inc. available at www.sec.gov for a list of its directors and executive officers. We have not incorporated by reference such publicly filed reports into, and you should not consider them to be a part of, this prospectus supplement. |
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