Current Report Filing (8-k)
December 18 2019 - 4:42PM
Edgar (US Regulatory)
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)
December 17, 2019
Pacific
Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34899
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16-1590339
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1305 OBrien Drive
Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
(650) 521-8000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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PACB
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange
Act. ☐
On November 1, 2018, Pacific Biosciences of California, Inc. (the Company) entered into an Agreement and Plan of Merger (as amended, the
Merger Agreement) with Illumina, Inc. (Illumina) and FC Ops Corp., a wholly owned subsidiary of Illumina (Merger Subsidiary).The Merger Agreement provides that, subject to its terms and conditions, Merger
Subsidiary will merge with and into the Company (the Merger), with the Company surviving the Merger and becoming a wholly owned subsidiary of Illumina. The Company, Illumina and Merger Subsidiary entered into Amendment No. 1 to the
Merger Agreement on September 25, 2019.
On December 17, 2019, the U.S. Federal Trade Commission publicly announced that it has authorized a
legal action to block the Merger.
On December 18, 2019, the Company received written notice from Illumina pursuant to which Illumina exercised its
right under Section 10.01(b)(i) of the Merger Agreement to extend the End Time (as defined in the Merger Agreement) to March 31, 2020. As a result of this extension, Illumina is obligated to make cash payments to the Company of $6 million
on or before each of January 2, 2020, and March 2, 2020, and a cash payment to the Company of $22 million on or before February 3, 2020.
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
hereunto duly authorized.
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Pacific Biosciences of California, Inc.
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By:
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/s/ Susan K. Barnes
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Susan K. Barnes
Executive Vice President, Chief Financial Officer & Principal Accounting Officer
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Date: December 18, 2019
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