nt10vq
SEC FILE NUMBER
0-22570
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q
¨ Form N-SAR ¨Form N-CSR
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For Period Ended:
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June 30, 2005
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¨Transition Report on Form 10-K
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¨Transition Report on Form 10-Q |
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¨Transition Report on Form 20-F
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¨Transition Report on Form N-SAR |
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¨Transition Report on Form 11-K |
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For the Transition Period Ended: ___________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Solexa, Inc.
(Full Name of Registrant)
N/A
(Former Name if Applicable)
25861 Industrial Blvd.
(Address of Principal Executive Office (Street and Number))
Hayward, CA 94545
(City, State and Zip Code)
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
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(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
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(c) The accountants statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report portion thereof, could not be filed within the prescribed time period.
Solexa, Inc. (the Company) is still in the process of completing its quarter-end financial review
and therefore is unable to file its Form 10-Q for the quarter ended June 30, 2005 (the Form 10-Q)
in the prescribed time period without unreasonable effort and expense. The Company expects to file
the Form 10-Q no later than the fifth calendar day following the prescribed due date, as permitted
by Rule 12b-25.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Linda Rubinstein
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510
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670-9317 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). ý Yes ¨ No
(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? ýYes ¨ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As described in Part III above, the Company is still in the process of completing its quarter-end
financial review. On March 4, 2005, the Company and Solexa Limited closed a business combination
transaction. Solexa Limited has become a wholly-owned subsidiary of the Company as a result of the
transaction, and the Company changed its name from Lynx Therapeutics, Inc. to Solexa, Inc.
Because the former Solexa Limited shareholders owned approximately 80% of the shares of the
Companys common stock immediately following the business combination transaction, Solexa Limiteds
designees to the Companys board of directors represented a majority of the Companys directors,
and Solexa Limiteds senior management represent a majority of the senior management combined
immediately following the business combination transaction, Solexa Limited is deemed to be the
acquiring company for accounting purposes. Accordingly, the assets and liabilities of Lynx were
recorded, as of the date of the business combination, at their respective fair values and added to
those of Solexa Limited.
Reported results of operations of the combined company issued for the six months ended June 30,
2005, reflect those of Solexa Limited, to which the operations of Lynx were added from the date of
the consummation of the business combination. The operating results of the combined company
reflect purchase accounting adjustments. As a result of the accounting complexities of the
treatment of the business combination, the departure between May 2005 and July 2005 of the
accounting personnel employed by Solexa, Inc. prior to the business combination and certain
transactions that took place during the quarter, including the acquisition of patents for shares of
the Companys common stock, the issuance of shares of the Companys common stock and warrants to
purchase shares of the Companys common stock in payment of certain fees owed in connection with
the business combination transaction and a private placement of shares of the Companys common
stock and warrants to purchase shares of the Companys common stock, and consolidation of the
financial statements of the Company and Solexa, Limited, the Company expects a significant change
in results of operations from the corresponding period for the last fiscal year, but is unable to
provide a reasonable estimate of such results due to the ongoing process of completing its
quarter-end financial reporting process.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date August 15, 2005 |
By /s/ Linda Rubinstein
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Name: |
Linda Rubinstein |
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Title: |
Vice President and
Chief Financial Officer |
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