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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 13, 2005
CEPHEID
| California | 000-30755 | 77-0441625 | ||
| (State of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
904 Caribbean Drive
Sunnyvale, CA 94089
(408) 541-4191
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.01 | ||||||||
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Item 1.01 Entry into a Material Definitive Agreement.
On May 13, 2005, Cepheid entered into a facility lease agreement with Teachers Insurance & Annuity Association of America, Inc. (the “Landlord”) pursuant to which Cepheid is to lease an aggregate of 15,896 square feet in Bothell, Washington (the “Lease”). The term of the Lease will begin on or around September 1, 2005 (the “Commencement Date”) and will end on the last day of the 72nd month following the Commencement Date, unless earlier terminated. The base rent for the premises (not including Cepheid’s pro rata share of any taxes or other expenses due under the Lease) is as follows, subject to the terms of the Lease:
| Annual Rate Per | ||||||||
| Period | Square Foot | Monthly Base Rent | ||||||
| Commencement Date to Month 12 | $ | 14.00 | $ | 18,545 | ||||
| Month 13 to Month 24 | $ | 14.75 | $ | 19,539 | ||||
| Month 25 to Month 36 | $ | 15.50 | $ | 20,532 | ||||
| Month 37 to Month 48 | $ | 16.25 | $ | 21,526 | ||||
| Month 49 to Month 60 | $ | 17.00 | $ | 22,519 | ||||
| Month 61 to Month 72 | $ | 17.75 | $ | 23,513 | ||||
The Lease provides for the payment of $30,835 as a security deposit. If there is any default by Cepheid pursuant to the Lease, such security deposit may be used by the Landlord, subject to the terms of the Lease, to cure such default or to compensate the Landlord for any damages sustained by the Landlord resulting from Cepheid’s default. If Cepheid complies with all provisions of the Lease, the security deposit will be returned to Cepheid. A copy of the Lease is filed herewith as Exhibit 99.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | Exhibit Title | |
| 99.01 | Facility lease agreement between Cepheid and Teachers Insurance & Annuity Association of America, Inc. dated May 13, 2005 |
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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: May 16, 2005 | By: | /s/ John L. Bishop | ||
| Name: John L. Bishop | ||||
| Title: Chief Executive Officer |