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As filed with the Securities and Exchange Commission on January 25, 2000
Registration No. -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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SEQUENOM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0365889
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
11555 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to pursuant to Section 12(g) of the
Section 12(b) of the Exchange Exchange Act and is effective pursuant
Act and is effective pursuant to to General Instruction A.(d), please
General Instruction A.(c), please check the following box. [X]
check the following box. [ ]
Securities Act Registration Statement File Number to which this form relates:
333-91665
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Securities" in our Registration Statement on Form S-1
(Registration No. 333-91665) filed with the Securities and Exchange Commission
(the "Commission") on November 24, 1999 as amended on December 7, 1999, January
3, 2000, January 6, 2000 and January 25, 2000 and by any other amendments to
such Registration Statement on Form S-1 made prior to the effective date
(collectively, the "Registration Statement"), each of which is incorporated
herein by reference. The form of Prospectus filed by us pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
1. Form of Second Amended and Restated Certificate of Incorporation to
become effective simultaneously with the completion of the offering of
shares of our Common Stock, filed as Exhibit 3.2 to the Registration
Statement.
2. Form of Restated Bylaws to become effective simultaneously with the
completion of the offering of shares of our Common Stock, filed as
Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Registration Rights Agreement, filed as Exhibit
10.5 to the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement on Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
SEQUENOM, INC.
Date: January 25, 2000 By: /s/ Hubert Koster
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Hubert Koster
President and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
SEQUENOM, INC.
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EXHIBIT INDEX
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The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
Exhibit
Number Exhibit
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1. Form of Second Amended and Restated Certificate of Incorporation to
become effective simultaneously with the completion of the offering
of shares of our Common Stock, filed as Exhibit 3.2 to the
Registration Statement.
2. Form of Restated Bylaws to become effective simultaneously with the
completion of the offering of shares of our Common Stock, filed as
Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Registration Rights Agreement, filed as Exhibit
10.5 to the Registration Statement.
