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J. PATRICK LOOFBOURROW (858) 550-6089 jploofbourrow@cooley.com | ||||
April 18, 2006
Via Facsimile & EDGAR
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Attention: Jeffrey Riedler, Esq.
Zafar Hasan, Esq.
| Re: | Sequenom, Inc. |
File No. 000-29101
Preliminary Proxy Statement on Schedule 14A
Filed April 10, 2006
Dear Messrs. Riedler and Hasan:
On behalf of Sequenom, Inc. (the “Company”), we are responding to verbal comments received from the Staff of the Securities and Exchange Commission (the “Commission”) on April 15, 2006 with respect to the Preliminary Proxy Statement on Schedule 14A, File No. 000-29101 (the “Proxy Statement”), filed with the Commission on April 10, 2006. For your convenience, we have incorporated the Staff’s verbal comment into this response letter.
Comment:With respect to Proposal 6, we would like an explicit statement which says that the investors in the private placement will wind up having substantial control over the Company once that offering is complete.
Response:In response to the Staff’s comment, we have revised the disclosure on page 56 of the Proxy Statement to include the following additional paragraph:
The Purchasers collectively will hold a majority of the outstanding shares of our common stock immediately upon the closing of the Private Placement. If this Proposal 6 is approved by the stockholders, the Purchasers will have substantial control over the Company following the closing of the Private Placement because the holders of a simple majority rather than 66 2/3% of the outstanding shares could amend our bylaws and certificate of incorporation. The Purchasers would control up to approximately 60% of the voting power of our capital stock immediately upon the closing of the Private Placement, and up to approximately 70% of the voting power of our capital stock upon the exercise in full of the Warrants (if no holder of Warrants were to elect to exercise their Warrants using the cashless exercise feature). As a result, whether or not this Proposal 6 is approved by the stockholders, the Purchasers will have substantial control over the Company following the closing of the Private Placement.
Securities and Exchange Commission
April 18, 2006
Page Two
Please contact me at (858) 550-6089 with any further questions or comments regarding this matter.
| Very truly yours, |
| COOLEY GODWARDLLP |
/s/ J. Patrick Loofbourrow |
| J. Patrick Loofbourrow |
| cc: | D. Bradley Peck |
Clarke Neumann
John Sharp