-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWvAipKcPPSiTSqn2dfrd7dw6r3uw83bWgR9HpdIREGclTFcDD/ZiBCgqAt74agX ZMESwEJ8yD8sZ7RKAkhOCw== 0000950137-04-006974.txt : 20040820 0000950137-04-006974.hdr.sgml : 20040820 20040820124249 ACCESSION NUMBER: 0000950137-04-006974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040818 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLUMINA INC CENTRAL INDEX KEY: 0001110803 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330804655 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30361 FILM NUMBER: 04988217 BUSINESS ADDRESS: STREET 1: 9885 TOWNE CENTRE DRIVE STREET 2: . CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582024500 MAIL ADDRESS: STREET 1: 9885 TOWN CENTRE DRIVE STREET 2: . CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a01415e8vk.htm FORM 8-K Illumina, Inc.
Table of Contents

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): August 18, 2004

Illumina, Inc.

(Exact name of registrant as specified in its charter)

000-30361
(Commission File Number)

     
Delaware   33-0804655
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation)    

9885 Towne Centre Drive, San Diego, CA 92121
(Address of principal executive offices, with zip code)

(858) 202-4500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

 

TABLE OF CONTENTS

Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events and Required FD Disclosure.
Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2

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Item 2. Acquisition or Disposition of Assets.

     On August 18, 2004, Illumina, Inc. (the “Company”) closed the sale to Bernardo Property Advisors, Inc. of its San Diego based facilities, consisting of several buildings and an undeveloped tract of land, and entered into a lease arrangement for the property with an initial term of 10 years. Sale proceeds were $42 million, and, after payment of the Company’s mortgage on the property and related transaction expenses, the Company expects to receive net proceeds from the sale of approximately $15 million. The sale was completed pursuant to the Purchase and Sale Agreement and Escrow Instructions dated June 18, 2004 between Bernardo Property Advisors, Inc. and the Company, a copy of which has been filed as Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004.

Item 5. Other Events and Required FD Disclosure.

     On August 18, 2004, Illumina, Inc. and Applera Corporation agreed to settle all existing litigation between the two companies. The settlement encompasses two lawsuits related to a joint development agreement entered into in November 1999 under which Applera (through its Applied Biosystems Group) provided Illumina $10.0 million in research and development funding. As a result of the settlement, Illumina will remove the $10.0 million liability from its balance sheet, make a one-time payment of $8.5 million to Applera and record a gain of $1.5 million.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits.

     
99.1
  Press release dated August 19, 2004 announcing the closing of the sale of its San Diego based facilities.
99.2
  Press release dated August 19, 2004 announcing the settlement of all existing litigation between Illumina, Inc. and Applera Corporation.

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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.
         
  ILLUMINA, INC.
 		  
Date: August 20, 2004  By:   /s/ TIMOTHY M. KISH    
    Timothy M. Kish   
    Chief Financial Officer   
 

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EX-99.1 2 a01415exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 (ILLUMINA LOGO) Illumina, Inc NR200427 Contacts: Jay Flatley Timothy Kish President & CEO Chief Financial Officer 1.858.202.4501 1.858.202.4508 jflatley@illumina.com tkish@illumina.com ILLUMINA COMPLETES SALE OF SAN DIEGO FACILITIES FOR $42 MILLION AND ENTERS INTO LONG-TERM LEASEBACK ARRANGEMENT SALE WILL PROVIDE NET PROCEEDS IN EXCESS OF $15 MILLION SAN DIEGO, CALIFORNIA, August 19, 2004 -- Illumina, Inc. (NASDAQ: ILMN) announced today that it has completed the sale of its San Diego facilities, consisting of several buildings and an undeveloped tract of land, and has entered into an initial 10 year lease of these facilities. Sale proceeds were $42 million. After payoff of a mortgage on the property and related transaction expenses, the Company will receive net proceeds from the sale in excess of $15 million. "We originally purchased this property to ensure that we had ample building space on one campus to accommodate the development and manufacturing of our products" stated Jay Flatley, Illumina President and CEO. "Our manufacturing and product development processes have become so efficient, we no longer require the extra building capacity, allowing us to convert these efficiencies into $15 million of additional cash without dilution to shareholders," added Flatley. Illumina (www.illumina.com) is developing next-generation tools that permit large-scale analysis of genetic variation and function. The Company's proprietary BeadArray(TM) technology -- now used in leading genomics centers around the world -- provides the throughput, cost effectiveness and flexibility to enable researchers in the life sciences and pharmaceutical industries to perform the billions of tests necessary to extract medically valuable information from advances in genomics and proteomics. This information will correlate genetic variation and gene function with particular disease states, enhancing drug discovery, allowing diseases to be detected earlier and more specifically, and permitting better choices of drugs for individual patients. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: this release may contain forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are the costs and outcome of Illumina's litigation with Affymetrix, market acceptance of Illumina's BeadArray-based products, Illumina's ability to fully develop and commercialize its BeadArray technologies, the Company's ability to successfully commercialize its integrated BeadLab and BeadStation systems for high-throughput genetic analysis, to continue to attract and retain customers in its services and oligonucleotide synthesis operations, to fully develop its BeadArray technologies, to develop and deploy new gene expression profiling and proteomics applications for its platform technology, to manufacture robust Sentrix(R) arrays and Oligator(R) oligonucleotides, and other factors detailed in the Company's filings with the Securities and Exchange Commission including its recent filings on Forms 10-K and 10-Q or in information disclosed in public conference calls, the date and time of which are released beforehand. Illumina disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. # # # EX-99.2 3 a01415exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 (ILLUMINA LOGO) Illumina, Inc NR200428 Contacts: Jay Flatley Timothy Kish President & CEO Chief Financial Officer 1.858.202.4501 1.858.202.4508 jflatley@illumina.com tkish@illumina.com ILLUMINA AND APPLERA AGREE TO SETTLE ALL DISPUTES SAN DIEGO, CALIFORNIA, August 19, 2004 -- Illumina, Inc. (NASDAQ: ILMN) today announced that it has agreed to settle all existing litigation with Applera Corporation and its Applied Biosystems Group ("Applera"). The settlement encompasses two lawsuits related to a joint development agreement between the companies entered into in November 1999. Key components of the settlement include an exchange of royalty-free cross-licenses to certain intellectual property rights, express termination of the joint development agreement, dismissal of a patent infringement action brought by Applera in the Northern District of California federal court, termination of an arbitration proceeding, and dismissal of Illumina's remaining claim in an action brought by Illumina against Applera in San Diego Superior Court. As a component of the November 1999 joint development agreement, Applera provided Illumina $10.0 million in R&D funding that was repayable to Applera from the profits of anticipated collaboration products. As a result of the settlement, Illumina will remove the $10.0 million liability from its balance sheet, make a one-time payment of $8.5 million to Applera and record a gain of $1.5 million. Illumina (www.illumina.com) is developing next-generation tools that permit large-scale analysis of genetic variation and function. The Company's proprietary BeadArray(TM) technology -- now used in leading genomics centers around the world -- provides the throughput, cost effectiveness and flexibility to enable researchers in the life sciences and pharmaceutical industries to perform the billions of tests necessary to extract medically valuable information from advances in genomics and proteomics. This information will correlate genetic variation and gene function with particular disease states, enhancing drug discovery, allowing diseases to be detected earlier and more specifically, and permitting better choices of drugs for individual patients. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: this release may contain forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are the costs and outcome of Illumina's litigation with Affymetrix, market acceptance of Illumina's BeadArray-based products, Illumina's ability to fully develop and commercialize its BeadArray technologies, the Company's ability to successfully commercialize its integrated BeadLab and BeadStation systems for high-throughput genetic analysis, to continue to attract and retain customers in its services and oligonucleotide synthesis operations, to fully develop its BeadArray technologies, to develop and deploy new gene expression profiling and proteomics applications for its platform technology, to manufacture robust Sentrix(R) arrays and Oligator(R) oligonucleotides, and other factors detailed in the Company's filings with the Securities and Exchange Commission including its recent filings on Forms 10-K and 10-Q or in information disclosed in public conference calls, the date and time of which are released beforehand. Illumina disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. # # # -----END PRIVACY-ENHANCED MESSAGE-----