As filed with the Securities and Exchange Commission on September 20, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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16-1590339
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1305 OBrien Drive
Menlo Park, California 94025
(650) 521-8000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Christian O. Henry
President and Chief Executive Officer
Pacific Biosciences of California, Inc.
1305 OBrien Drive
Menlo Park, California 94025
(650) 521-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Donna M. Petkanics, Esq.
Andrew D. Hoffman, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, CA 94304
(650) 493-9300
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Brett Atkins, Esq.
General Counsel and Corporate Secretary
Pacific Biosciences of California, Inc.
1305 OBrien Drive
Menlo Park, California 94025
(650) 521-8000
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From time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, par value $0.001 per share (3)
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9,407,337 shares
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$27.19
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$255,785,493.03
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$27,906.20
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Common Stock, par value $0.001 per share (4)
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4,000,000 shares
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$27.19
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$108,760,000.00
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$11,865.72
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also
covers any additional shares of the registrants common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number
of outstanding shares of common stock of the registrant.
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(2)
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Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee on the basis
of the average of the high and low sale prices of the common stock of the registrant as reported on The Nasdaq Global Select Market on September 16, 2021.
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(3)
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Represents 9,407,337 shares issued to the selling stockholders pursuant to the Agreement and Plan of
Merger and Plan of Reorganization, dated July 19, 2021, by and between the registrant, Apollo Acquisition Corp, Apollo Acquisition Sub, LLC, Omniome, Inc. and Shareholder Representative Services LLC, as the Securityholder Representative (the
Merger Agreement).
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(4)
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Represents 4,000,000 shares (the Milestone Shares) that may be issued to the selling stockholders
if the milestone event set forth in the Merger Agreement is achieved. Pursuant to the Merger Agreement, if the milestone event is achieved, the actual number of Milestone Shares that will be issued to the selling stockholders will equal $100,000,000
divided by the volume weighted average of the trading prices of the registrants common stock for the twenty trading days ending with, and including, the trading day that is two days immediately prior to the occurrence of the milestone event.
Accordingly, the actual number of Milestone Shares is indeterminate and could be materially greater or less than 4,000,000 shares of common stock depending on whether the future milestone event is achieved and the actual average trading prices of
the registrants common stock at the time the milestone event is achieved. The per share price used to calculate the number of shares of the registrants common stock to be issued is $25.00. This presentation is not intended to constitute
an indication or prediction of whether the milestone event will be achieved or the future market price of registrants common stock.
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