Current Report Filing (8-k)
September 26 2019 - 6:06AM
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)
September 25, 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 O Brien Drive, Menlo Park, California
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94025
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 521-8000
(Registrants telephone number, including area code)
Not applicable
(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):
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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 (17 CFR §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. ☐
ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On November 1, 2018, Pacific Biosciences of California, Inc. (the Company) entered into an Agreement and Plan of Merger (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 the terms and conditions set forth therein, 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
On September 25, 2019, the Company, Illumina and Merger Subsidiary entered into Amendment No. 1 (the Amendment) to the Merger Agreement.
The Amendment, among other things, extends the End Time (as defined in the Merger Agreement) to December 31, 2019, subject to Illuminas unilateral right to extend the End Time to March 31, 2020. In addition, the Amendment provides
that Illumina will make cash payments to the Company of $6 million on or before each of October 1, 2019, November 1, 2019 and December 2, 2019. If Illumina elects to extend the End Time, then Illumina will 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 of $22 million on or before February 3, 2020. The Company will use these payments, which are collectively referred to as
the Continuation Advances, to fund its continuing operations. Up to the full amount of the Continuation Advances actually paid to the Company are repayable without interest if (1) the Merger Agreement is terminated and
(2) within two years of termination, the Company enters into certain change-of-control transactions with a third party or raises at least $100 million in
equity or debt financing in a single transaction (with the amount repayable dependent on the amount raised by the Company).
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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/ Stephen M. Moore
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Stephen M. Moore
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Vice President, General Counsel and Corporate Secretary
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Date: September 25, 2019
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