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
August 1, 2002
CEPHEID
| California (State of incorporation) | 000-0030755 (Commission file number) | 77-0441625 (I.R.S. Employer Identification No.) |
904 Caribbean Drive
Sunnyvale, CA 94089
(408) 541-4191
| Item 5: Other Events | ||||||||
| Item 7: Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Exhibit 99.1 | ||||||||
| Exhibit 99.2 | ||||||||
| Exhibit 99.3 | ||||||||
| Exhibit 99.4 | ||||||||
Item 5: Other Events
On August 1, 2002, Cepheid (“Cepheid” or the “Registrant”) agreed to sell an aggregate of 4,000,000 shares of its common stock directly to certain investors in a public offering at a price to such investors of $2.65 per share. Pursuant to a selling agent agreement, William Blair & Company, L.L.C. (“William Blair”) acted as Cepheid’s exclusive selling agent for this offering. The sale of the shares is expected to settle on August 2, 2002.
The offered shares are registered under a “universal shelf” registration statement that was previously declared effective by the Securities and Exchange Commission. Under this registration statement, Cepheid may offer and sell up to an aggregate of $35 million of its equity and/or debt securities from time to time. Cepheid filed the prospectus and prospectus supplement being delivered in connection with this offering of common stock pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
A copy of the shelf registration statement, base prospectus and prospectus supplement relating to the offering may be obtained by writing to the offices of Cepheid, 904 Caribbean Drive, Sunnyvale, California 94089. The selling agent agreement between Cepheid and William Blair, the form of stock purchase agreement entered into between Cepheid and each of the purchasers, and an opinion of counsel related to the validity of the shares of common stock issued in the offering are each filed as exhibits to this report on Form 8-K and are incorporated by reference into this report and into the shelf registration statement.
This report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the shares, nor shall there be any sale of these shares, in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 7: Financial Statements and Exhibits.
| (c) Exhibits |
| Number | Description | |
| 23.01 | Consent of Fenwick & West LLP (included in Exhibit 99.01) | |
| 99.01 | Opinion of Fenwick & West LLP regarding the legality of the shares offered | |
| 99.02 | Selling Agent Agreement, dated as of July 15, 2002, between Cepheid and William Blair & Company, L.L.C. | |
| 99.03 | Form of Stock Purchase Agreement, dated as of August 1, 2002, entered into by Cepheid and certain investors | |
| 99.04 | Calculation of Ratio of Earnings to Fixed Charges |
SIGNATURES
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.
| Cepheid | ||||
| Date: August 1, 2002 | By: | /s/ John L. Bishop | ||
| Name: John L. Bishop Title: Chief Executive Officer | ||||
EXHIBIT INDEX
| Number | Description | |
| 23.01 | Consent of Fenwick & West LLP (included in Exhibit 99.01) | |
| 99.01 | Opinion of Fenwick & West LLP regarding the legality of the shares offered | |
| 99.02 | Selling Agent Agreement, dated as of July 15, 2002, between Cepheid and William Blair & Company, L.L.C. | |
| 99.03 | Form of Stock Purchase Agreement, dated as of August 1, 2002, entered into by Cepheid and certain investors | |
| 99.04 | Calculation of Ratio of Earnings to Fixed Charges |
