Delaware (State or other jurisdiction of incorporation or organization) |
33-0804655 (I.R.S. Employer Identification No.) |
|
9885 Towne Centre Drive | ||
San Diego, California | 92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ
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Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | ||||||||||||||
maximum | Proposed maximum | |||||||||||||
Title of securities | Amount to be registered | offering price per | aggregate offering | Amount of | ||||||||||
to be registered | (1) | share (2) | price (2) | registration fee | ||||||||||
Common stock, par
value $0.01 per share,
including related
rights to purchase
Series A Junior
Participating
Preferred Stock (3),
reserved for issuance
pursuant to the
registrants Amended
and Restated 2005
Stock and Incentive
Plan |
2,400,000 shares (4) | $42.10 | $101,040,000 | $7,204 | ||||||||||
Common stock, par
value $0.01 per share,
including related
rights to purchase
Series A Junior
Participating
Preferred Stock (3),
reserved for issuance
pursuant to the
registrants Amended
and Restated 2000
Employee Stock
Purchase Plan |
3,000,000 shares (5) | $42.10 | $126,300,000 | $9,005 | ||||||||||
Common stock, par
value $0.01 per share,
including related
rights to purchase
Series A Junior
Participating
Preferred Stock (3),
reserved for issuance
pursuant to the
registrants Amended
and Restated New Hire
Stock and Incentive
Plan |
500,000 shares | $42.10 | $ 21,050,000 | $ 1,501 | ||||||||||
Total |
5,900,000 shares | $42.10 | $248,390,000 | $17,710 | ||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the number of shares of common stock registered hereby includes any additional shares of common stock that may become issuable in connection with stock splits, stock dividends, or similar transactions. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the registrants common stock on July 27, 2010 as reported on The NASDAQ Global Select Market. | |
(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) | Additional shares that are available for issuance pursuant to the evergreen provision of the Amended and Restated 2005 Stock and Incentive Plan. | |
(5) | Additional shares that are available for issuance pursuant to the evergreen provision of the Amended and Restated 2000 Employee Stock Purchase Plan. |
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EX-4.5 | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
1
Exhibit | ||
Number | Description of Exhibit | |
4.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K (File No. 000-30361), filed with the Commission on September 23, 2008) | |
4.2
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K (File No. 000-30361), filed with the Commission on April 27, 2010) | |
4.3
|
Certificate of Designation for Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4.3 of our registration statement on Form 8-A (File No. 000-30361), filed with the SEC on May 14, 2001) | |
4.4
|
Rights Agreement, dated as of May 3, 2001, between Illumina, Inc. and Equiserve Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to our registration statement on Form 8-A (File No. 000-30361), filed with the Commission on May 14, 2001) | |
4.5
|
Amended and Restated 2005 Stock and Incentive Plan | |
4.6
|
Amended and Restated 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to our annual report on Form 10-K for the fiscal year ended January 3, 2010 (File No. 000-30361)) | |
4.7
|
Amended and Restated New Hire Stock and Incentive Plan (incorporated by reference to Exhibit 10.7 to our annual report on Form 10-K for the fiscal year ended January 3, 2010 (File No. 000-30361)) | |
5.1
|
Opinion and consent of Scott M. Davies, Esq., Senior Securities and Corporate Transactions Counsel, Illumina, Inc., relating to the validity of the securities | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Scott M. Davies, Esq. (contained in Exhibit 5.1). | |
24.1
|
Power of Attorney (included on the signature pages to this registration statement) |
2
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) | July 29, 2010 | ||
/s/ Christian O. Henry
|
Senior Vice President, Chief Financial Officer and General Manager, Life Sciences (Principal Financial Officer and Principal Accounting Officer) | July 29, 2010 | ||
/s/ William H. Rastetter
|
Chairman of the Board of Directors | July 29, 2010 | ||
/s/ A. Blaine Bowman
|
Director | July 29, 2010 | ||
/s/ Daniel M. Bradbury
|
Director | July 29, 2010 | ||
/s/ Karin Eastham
|
Director | July 29, 2010 | ||
/s/ Paul C. Grint
|
Director | July 29, 2010 | ||
/s/ Gerald Moeller
|
Director | July 29, 2010 | ||
/s/ David R. Walt
|
Director | July 29, 2010 | ||
/s/ Roy A. Whitfield
|
Director | July 29, 2010 |
Exhibit | ||
Number | Description of Exhibit | |
4.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K (File No. 000-30361), filed with the Commission on September 23, 2008) | |
4.2
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K (File No. 000-30361), filed with the Commission on April 27, 2010) | |
4.3
|
Certificate of Designation for Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4.3 of our registration statement on Form 8-A (File No. 000-30361), filed with the SEC on May 14, 2001) | |
4.4
|
Rights Agreement, dated as of May 3, 2001, between Illumina, Inc. and Equiserve Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to our registration statement on Form 8-A (File No. 000-30361), filed with the Commission on May 14, 2001) | |
4.5
|
Amended and Restated 2005 Stock and Incentive Plan | |
4.6
|
Amended and Restated 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to our annual report on Form 10-K for the fiscal year ended January 3, 2010 (File No. 000-30361)) | |
4.7
|
Amended and Restated New Hire Stock and Incentive Plan (incorporated by reference to Exhibit 10.7 to our annual report on Form 10-K for the fiscal year ended January 3, 2010 (File No. 000-30361)) | |
5.1
|
Opinion and consent of Scott M. Davies, Esq., Senior Securities and Corporate Transactions Counsel, Illumina, Inc., relating to the validity of the securities | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Scott M. Davies, Esq. (contained in Exhibit 5.1). | |
24.1
|
Power of Attorney (included on the signature pages to this registration statement) |