<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEQUENOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 8731 77-0365889
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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11555 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(858) 350-0345
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DR. HUBERT KOSTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEQUENOM, INC.
11555 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(858) 350-0345
(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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FAYE H. RUSSELL, ESQ. ALAN F. DENENBERG, ESQ.
THOMAS E. HORNISH, ESQ. SHEARMAN & STERLING
ROBERT H. CUTLER, ESQ. 1550 EL CAMINO REAL, SUITE 100
BROBECK, PHLEGER & HARRISON LLP MENLO PARK, CALIFORNIA 94025
550 WEST "C" STREET, SUITE 1200 (650) 330-2200
SAN DIEGO, CALIFORNIA 92101
(619) 234-1966
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [X] 333-91665
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1)(2) PER UNIT(3) OFFERING PRICE(3) FEE(4)
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Common Stock, $0.001 par value...... 287,500 shares $26.00 $7,475,000 $1,974
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(1) Includes 37,500 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Does not include 5,817,826 shares of Common Stock previously registered
for which the registration fee has been previously paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Sequenom, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") hereby incorporates by reference the contents of
the Registration Statement on Form S-1 (File No. 333-91665) filed on November
24, 1999, as subsequently amended, which was declared effective on January 28,
2000 (the "Prior Registration Statement"). The Company is filing this
Registration Statement for the sole purpose of increasing the number of Common
Stock offered in the Prior Registration Statement by 250,000 shares (all of
which shares will be offered by the Company in the initial public offering),
the number of additional shares the underwriters have an option to purchase by
37,500 shares and increasing the aggregate initial public offering price set
forth in such Prior Registration Statement by $7,475,000.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,974 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on February 1, 2000); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on February 1, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on the 1st day of February 2000.
SEQUENOM, INC.
/s/ Stephen Zaniboni
By: _________________________________
Name: Stephen Zaniboni
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 1, 2000.
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SIGNATURE TITLE DATE
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<C> <S> <C>
*/s/ Hubert Koster President and Chief February 1, 2000
____________________________________ Executive Officer
Hubert Koster (principal executive
officer) and Director
/s/ Stephen Zaniboni Senior Vice President and February 1, 2000
____________________________________ Chief Financial Officer
Stephen Zaniboni (principal financial and
accounting officer)
*/s/ Helmut Schuhsler Director February 1, 2000
____________________________________
Helmut Schuhsler
*/s/ Ernst-Gunter Afting Director February 1, 2000
____________________________________
Ernst-Gunter Afting
*/s/ John Lucas Director February 1, 2000
____________________________________
John Lucas
*/s/ Peter Reinisch Director February 1, 2000
____________________________________
Peter Reinisch
*By /s/ Stephen Zaniboni
____________________________________
Stephen Zaniboni
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the Common
Stock being registered.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors..
24.1+ Power of Attorney.
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+ Incorporated by reference to page II-8 and Exhibit 24.1 of the Company's
Registration Statement on Form S-1 (No. 333-91665) filed on November 24,
1999, as subsequently amended.
<PAGE>
EXHIBIT 5.1
February 1, 2000
Sequenom, Inc.
11555 Sorrento Valley Road
San Diego, California 92121
Re: Sequenom, Inc. Registration Statement on Form S-1
for 287,500 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Sequenom, Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale by the
Company of up to 287,500 shares of the Company's Common Stock (the "Shares")
pursuant to the Company's Registration Statement on Form S-1 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
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Sequenom, Inc.
Page 2
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Selected
consolidated financial data" and "Experts" and to the use of our report dated
January 23, 2000, incorporated by reference in the Registration Statement
(Form S-1) of Sequenom, Inc. for the registration of 287,500 shares of common
stock.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
January 27, 2000
