UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2005
SOLEXA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-22570
(Commission File No.)
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94-3161073
(IRS Employer Identification No.) |
25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (510) 670-9300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities.
On November 18, 2005, Solexa, Inc., a Delaware corporation (the Company), entered into definitive
agreements for a private placement of common stock and warrants to purchase common stock (the
Financing). Under the terms of the Financing, the Company will sell approximately 10,000,000
shares of common stock at $6.50 per share and will issue warrants to purchase approximately
3,500,000 shares of common stock at an exercise price of $7.50 per share in two closings. On
November 23, 2005, 3,851,840 shares of common stock and warrants to purchase up to 1,348,145 shares
of common stock were issued at the first closing of the Financing (the First Closing) for gross
proceeds of $25,063,960. The warrants are exercisable 180 days after issuance and remain
exercisable until the 5 year anniversary of issuance. The price of the warrants is subject to
certain adjustments as set forth therein. The balance of approximately 6,148,160 shares of common
stock and warrants to purchase approximately 2,151,855 shares of common stock will be issued on the
same terms in a second closing subject to stockholder approval at a special meeting of the
Companys stockholders.
The issuance and sale of the common stock and warrants at the First Closing and pursuant to the
terms and conditions of the purchase agreements was exempt from registration in reliance upon
Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and/or Regulation D
of the Securities Act, for transactions by an issuer not involving a public offering. The Company
has agreed to file a registration statement for the resale of the common stock and shares of common
stock exercisable upon issuance of the warrants issued in connection with the Financing.
The purchase agreements and form of warrants for the Financing are filed as Exhibits 10.69, 10.70,
10.71 and 10.72 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
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Exhibit |
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Number |
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Description |
10.69*
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Securities Purchase Agreement, dated November 18, 2005, by and
among the Company and the individuals and entities identified on
the signature pages thereto. |
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10.70*
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Form of Warrant. |
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10.71*
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Securities Purchase Agreement, dated November 18, 2005, by and
among the Company and the purchasers identified on the signature
pages thereto. |
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10.72*
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Form of Warrant. |
* Incorporated by reference to the Companys Form 8-K, as filed with the Securities and
Exchange Commission on November 23, 2005.
SIGNATURE
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, thereunto duly authorized.
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SOLEXA, INC.
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Dated: November 29, 2005 |
By: |
/s/ Linda Rubinstein
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Linda Rubinstein |
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Chief Financial Officer
(Principal Financial Officer) |
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3.