SQNM » Topics » PART IV

These excerpts taken from the SQNM 10-K filed Mar 12, 2009.

PART I

FACE="Times New Roman" SIZE="2">Item 1.    BUSINESS

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">All statements in this report that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange
Act. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “will,” “intend,” “plans,” “believes,”
“anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue,” “opportunity,” “goals,” or “should,” the negative of these words or words of
similar import. Similarly, statements that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects are also forward-looking statements. These forward-looking statements are or will be, as applicable, based
largely on our expectations and projections about future events and future trends affecting our business, and so are or will be, as applicable, subject to risks and uncertainties including but not limited to the risk factors discussed in this
report, that could cause actual results to differ materially from those anticipated in the forward-looking statements. We caution investors that there can be no assurance that actual results or business conditions will not differ materially from
those projected or suggested in such forward-looking statements. Our views and the events, conditions and circumstances on which these future forward-looking statements are based, may change. All forward statements are qualified in their entirety by
this cautionary statement and we undertake no obligation to revise or update any such statements to reflect events or circumstances after the date hereof.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-height:95%; vertical-align:top">SEQUENOM®, SpectroCHIPFACE="Times New Roman" SIZE="1">®, iPLEX® , and MassARRAY® are registered trademarks and EpiTYPER™,
SEQureDx™ , MassCLEAVE™, iSEQ™ and AttoSense™ are trademarks of Sequenom, Inc. This report may also refer to trade names and trademarks of other organizations.

SIZE="1"> 

Sequenom, Inc. was incorporated in 1994 under the laws of the State of Delaware. As used in this report, the words
“we,” “us,” “our,” and “Sequenom” refer to Sequenom, Inc. and its wholly owned subsidiaries on a consolidated basis, unless explicitly noted otherwise.

STYLE="margin-top:0px;margin-bottom:0px"> 

PART II

 

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

(a) Our common stock is traded on The Nasdaq Global Market under the symbol “SQNM.” The following tables set forth the high and low sales prices for the Company’s common stock as reported on The Nasdaq Global Market for the periods indicated.

 

     High    Low

Year Ended December 31, 2008:

     

Fourth Quarter

   $ 26.72    $ 12.71

Third Quarter

     27.76      16.28

Second Quarter

     15.96      5.07

First Quarter

     9.40      5.06

Year Ended December 31, 2007:

     

Fourth Quarter

   $ 11.25    $ 7.80

Third Quarter

     7.19      4.33

Second Quarter

     4.96      2.99

First Quarter

     5.44      3.61

 

There were approximately 118 holders of record of our common stock as of February 2, 2009. We have not paid any cash dividends to date and do not anticipate any being paid in the foreseeable future.

 

35


Table of Contents

PART II

SIZE="1"> 





Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STYLE="margin-top:0px;margin-bottom:-6px"> 

(a) Our common stock is traded on The Nasdaq Global Market under the symbol
“SQNM.” The following tables set forth the high and low sales prices for the Company’s common stock as reported on The Nasdaq Global Market for the periods indicated.

SIZE="1"> 


































































































   High  Low

Year Ended December 31, 2008:

    

Fourth Quarter

  $26.72  $12.71

Third Quarter

   27.76   16.28

Second Quarter

   15.96   5.07

First Quarter

   9.40   5.06

Year Ended December 31, 2007:

    

Fourth Quarter

  $11.25  $7.80

Third Quarter

   7.19   4.33

Second Quarter

   4.96   2.99

First Quarter

   5.44   3.61

 

There were
approximately 118 holders of record of our common stock as of February 2, 2009. We have not paid any cash dividends to date and do not anticipate any being paid in the foreseeable future.

STYLE="margin-top:0px;margin-bottom:0px"> 


35







Table of Contents


PART III

 

Certain information required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 

PART III

SIZE="1"> 

Certain information required by Part III is omitted from this report because we will file with the Securities and
Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by
reference.

 

SIZE="2">Item 10.    DIRECTORS, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The information required by this item is incorporated by reference to our Proxy Statement under the heading “Election of Directors.” Information
regarding executive officers is set forth in Item 1 of Part I of this report and is incorporated herein by reference.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We have adopted a code of business conduct and ethics for directors, officers (including our principal executive, financial and accounting officers) and
all employees, which we refer to as our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at http://www.sequenom.com. Stockholders may request a free copy of our Code of Business Conduct and
Ethics from:

 

Sequenom, Inc.

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">Attention: Investor Relations

3595 John
Hopkins Court

San Diego, CA 92121-1331

SIZE="2">(858) 202-9000

 

If we make any substantive amendments
to the code of business conduct and ethics or grant any waiver from a provision of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. We will promptly disclose on our
website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of
any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

STYLE="margin-top:0px;margin-bottom:0px"> 

These excerpts taken from the SQNM 10-K filed Jun 23, 2008.

PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements

The financial statements of Sequenom, Inc. are included in the Original Report.

(a)(2) Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts. The other financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Report.

(a)(3) Exhibits

The exhibits listed in the Original Report are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit has been identified. A list of the exhibits filed with this Amendment is provided below.

 

Exhibit
Number

  

Description of Document

31.1    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
31.2    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.

 

5


PART IV

 





Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1)
Financial Statements

The financial statements of Sequenom, Inc. are included in the Original Report.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(a)(2) Financial Statement Schedules

SIZE="2">Schedule II—Valuation and Qualifying Accounts. The other financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Report.


(a)(3) Exhibits

The exhibits
listed in the Original Report are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit has been identified. A list of the exhibits filed with this Amendment is
provided below.

 


























Exhibit
Number

  

Description of Document

31.1  Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
31.2  Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.

 


5








These excerpts taken from the SQNM 10-K filed Mar 17, 2008.

PART III

 

Certain information required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 


PART III

 

Certain information
required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy
Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 

FACE="Times New Roman" SIZE="2">
Item 10.    DIRECTORS, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The information required by this item is incorporated by reference to our Proxy Statement under the heading “Election of Directors.” Information
regarding executive officers is set forth in Item 1 of Part 1 of this report and is included herein by reference.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We have adopted a code of business conduct and ethics for directors, officers (including our principal executive, financial and accounting officers) and
all employees, which we refer to as our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at http://www.sequenom.com. Stockholders may request a free copy of our Code of Business Conduct and
Ethics from:

 

Sequenom, Inc.

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">Attention: Investor Relations

3595 John
Hopkins Court

San Diego, CA 92121-1331

SIZE="2">(858) 202-9000

 

If we make any substantive amendments
to the code of business conduct and ethics or grant any waiver from a provision of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. We will promptly disclose on our
website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of
any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

STYLE="margin-top:0px;margin-bottom:0px"> 

This excerpt taken from the SQNM 10-K filed Mar 30, 2007.

PART III

 

Certain information required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 

This excerpt taken from the SQNM 10-K filed Mar 31, 2006.

PART III

 

Certain information required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our annual meeting of stockholder (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 

This excerpt taken from the SQNM 10-K filed Mar 16, 2005.

PART III

 

Certain information required by Part III is omitted from this report because we will file with the Securities and Exchange Commission a definitive proxy statement within 120 days after the end of our fiscal year for our Annual Meeting of Stockholders that we currently expect to be held on June 17, 2004 (the “Proxy Statement”), and the information included in the Proxy Statement is incorporated herein by reference.

 

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