UNITED STATES
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
Date of report (Date of earliest event reported): January 18, 2007
SEQUENOM, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| DELAWARE | | 000-29101 | | 77-0365889 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3595 JOHN HOPKINS COURT
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices)
(858) 202-9000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On January 18, 2007, the Compensation Committee of the Board of Directors of the Registrant awarded the 2006 performance bonuses set forth in the chart below to certain of the Registrant’s named executive officers. Each of the performance bonuses included a cash bonus and a restricted stock award.
Each of the restricted stock grants was made pursuant to a restricted stock bonus agreement under the Registrant’s 2006 Equity Incentive Plan and is subject to vesting, with one hundred percent of the shares of common stock subject to such awards vesting on January 18, 2008. Prior to vesting in full, all shares are subject to a repurchase option in favor of the Registrant in the event that a recipient of a restricted stock award fails to continue to provide continuous services to the registrant or its subsidiaries. The forms of restricted stock bonus grant notice and restricted stock bonus agreement are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report and incorporated herein by reference.
| | | | | |
Named Executive Officer | | Cash Bonus
Amount | | Shares of
Restricted
Stock Awarded |
Harry Stylli President and Chief Executive Officer | | $ | 105,000 | | 22,807 |
Charles Cantor Chief Scientific Officer | | $ | 44,496 | | 6,444 |
Clarke Neumann Vice President, General Counsel | | $ | 34,830 | | 5,044 |
John Sharp Vice President, Finance | | $ | 22,230 | | 3,219 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit Number | | Description |
| 99.1 | | Form of Restricted Stock Bonus Grant Notice under the Registrant’s 2006 Equity Incentive Plan. |
| |
| 99.2 | | Form of Restricted Stock Bonus Agreement under the Registrant’s 2006 Equity Incentive Plan. |
2.
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.
| | | | |
| | SEQUENOM, INC. |
| | |
| | By: | | /s/ Harry Stylli |
| Date: January 23, 2007 | | | | Harry Stylli |
| | | | President and Chief Executive Officer |
3.
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| 99.1 | | Form of Restricted Stock Bonus Grant Notice under the Registrant’s 2006 Equity Incentive Plan. |
| |
| 99.2 | | Form of Restricted Stock Bonus Agreement under the Registrant’s 2006 Equity Incentive Plan. |
4.
