As filed with the Securities and Exchange Commission on March 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ILLUMINA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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3826
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33-0804655
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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5200 Illumina Way
San Diego, CA 92122
(858) 202-4500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles E. Dadswell
Illumina, Inc.
5200
Illumina Way
San Diego, CA 92122
(858) 202-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Charles E. Dadswell
Illumina, Inc.
5200 Illumina Way
San Diego, CA 92122
(858) 202-4500
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David H. Engvall
Jack S. Bodner
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, D.C. 20001
(202) 662-6000
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Faiza J. Saeed
Ting S. Chen
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth
Avenue
New York, NY 10019
(212) 474-1000
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W. Alex Voxman
Latham & Watkins LLP
355 South Grand Avenue #100
Los Angeles, CA 90071
(213) 485-1234
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Marissa Lee Song
GRAIL, Inc.
1525 OBrien Drive
Menlo Park, CA
94025
(650) 542-0372
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes
effective and upon completion of the transaction described in the enclosed consent solicitation statement/prospectus.
If the securities being
registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-250941
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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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 the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value
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3,035,714(1)
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N/A
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$272,071(2)
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$29.69(3)
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(1)
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Represents shares of Illumina, Inc. (Illumina) common stock, par value $0.01 per share (the
Illumina Common Stock), issuable as additional consideration in the merger described in Illuminas Registration Statement on Form S-4, as amended (File
No. 333-250941) (the Prior Registration Statement), filed by Illumina on November 24, 2020 and declared effective by the Securities and Exchange Commission on February 9, 2021,
including additional shares of Illumina Common Stock that may be issued as consideration for outstanding equity awards of GRAIL, Inc. (GRAIL), as set forth in the merger agreement described in the Prior Registration Statement. The Prior
Registration Statement registered 15,254,237 shares of Illumina Common Stock (the Initial Shares).
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(2)
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The Initial Shares and the shares of Illumina Common Stock being registered hereby are all issuable as
consideration in the merger described in the Prior Registration Statement. Pursuant to Rule 457(f)(2) under the Securities Act, because GRAIL is a private company and no market exists for its equity securities, and because GRAIL has an accumulated
capital deficit, the proposed maximum offering price is one-third of the aggregate par value of GRAILs capital stock being acquired in the proposed merger, which is calculated by taking one-third of the product of the par value of $0.001 and the maximum number of shares of GRAIL capital stock that may be exchanged in the merger, or 816,212,916 shares of GRAIL capital stock (computed as of
February 24, 2021 the latest practicable date prior to the date of filing this registration statement, and inclusive of all shares of GRAIL capital stock issuable upon conversion of any securities convertible into or exercisable for shares of
GRAIL capital stock). The proposed maximum aggregate offering price shown in the table above is not more than 20% in excess of the proposed maximum aggregate offering price shown in the fee table of the Prior Registration Statement.
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(3)
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Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000
of the proposed maximum aggregate offering price. Of the amount shown, $29.38 was previously paid with the Prior Registration Statement.
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The
registration statement shall become effective automatically upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.