8-K

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) May 3, 2001

Illumina, Inc.

(Exact name of registrant as specified in charter)

Delaware	33-0804655
(State of incorporation or organization)	(IRS Employer Identification No.)

9390 Towne Centre Drive, San Diego, California	92121
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (858) 587-4290

None

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

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 20.(A)
EXHIBIT 20.(B)

Item 5. Other Events.

      On May 3, 2001, the board of directors of Illumina, Inc. (“Illumina” or the “Company”) declared, effective as of May 3, a dividend of one preferred share purchase right for each outstanding share of its common stock. The dividend is payable on May 14, 2001 to the stockholders of record at the close of business on that date. Each right entitles the registered holder to purchase from the Company one unit consisting of one one-thousandth of a share of its Series A Junior Participating preferred stock of the Company (the “Series A preferred stock”), at a price of $100.00 per unit. The description and terms of the rights are set forth in a rights agreement, dated as of May 3, 2001 by and between the Company and Equiserve Trust Company, N.A., as rights agent.

      Until the earlier to occur of (i) the close of business on the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the Company’s outstanding common stock or (ii) 10 business days (or such later date as may be determined by action of the Company’s board of directors prior to such time as any person becomes an acquiring person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the bidder’s beneficial ownership of 15% or more of the Company’s outstanding common stock (the earlier of such dates being called the distribution date), the rights will be evidenced, with respect to any of the common stock certificates outstanding as of the record date, by the Company’s common stock certificates .

      The rights agreement provides that, until the distribution date, the rights will be transferred with and only with the common stock. Until the distribution date (or earlier redemption or expiration of the rights), new common stock certificates issued after the record date, upon transfer or new issuance of common stock, will contain a notation incorporating the rights agreement by reference. Until the distribution date (or earlier redemption or expiration of the rights), the surrender for transfer of any common stock certificates will also constitute the transfer of the rights associated with the common stock represented by such certificate. As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of the common stock as of the close of business on the distribution date and such separate certificates alone will evidence the rights.

      The rights are not exercisable until the distribution date. The rights will expire at the close of business on May 14, 2011 unless that final expiration date is extended or the rights are earlier redeemed or exchanged by the Company.

      The purchase price payable, and the number of units of Series A preferred stock or other securities or property issuable, upon exercise of the rights are subject to adjustment from time to time to prevent dilution (a) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A preferred stock, (b) upon the grant to holders of the units of Series A preferred stock of certain rights or warrants to subscribe for or purchase units of Series A preferred stock at a price, or securities convertible into units of Series A preferred stock with a conversion price, less than the then current market price of the units of Series A preferred stock or (c) upon the distribution to holders of the units of Series A preferred stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in units of Series A preferred stock) or of subscription rights or warrants.

      The number of outstanding rights and the number of units of Series A preferred stock issuable upon exercise of each right are also subject to adjustment in the event of a stock split of the common stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of the common stock occurring, in any such case, prior to the distribution date.

      Units of Series A preferred stock purchasable upon exercise of the rights will not be redeemable. Each unit of Series A preferred stock will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of common stock. In the event of liquidation, the holders of the units of Series A preferred stock will be entitled to an aggregate payment of 1,000 times the payment made per share of common stock. Each unit of Series A preferred stock will have 1,000 votes, voting together with the common stock. In the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each unit of Series A preferred stock will be entitled to receive 1,000 times the amount received per share of common stock. These rights are protected by customary anti-dilution provisions.

2.

      Because of the nature of the dividend, liquidation and voting rights, the value of each unit of Series A preferred stock purchasable upon exercise of each right should approximate the value of one share of common stock.

      If, after the rights become exercisable, the Company is acquired in a merger or other business combination transaction with an acquiring person or one of its affiliates, or 50% or more of the Company’s consolidated assets or earning power are sold to an acquiring person or one of its affiliates, provision will be made so that each holder of a right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of such transaction has a market value of two times the exercise price of the right.

      If any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of common stock, provision will be made so that each holder of a right, other than rights beneficially owned by the acquiring person (which will thereafter be void), will have the right to receive upon exercise that number of shares of common stock or units of Series A preferred stock (or cash, other securities or property) having a market value of two times the exercise price of the right.

      At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the Company’s outstanding shares of common stock and prior to the acquisition by such person or group of 50% or more of the Company’s outstanding common stock, the board of directors of the Company may exchange the rights (other than rights owned by such person or group which have become void), in whole or in part, at an exchange ratio per unit of Series A preferred stock equal to the purchase price divided by the then current market price per unit of Series A preferred stock on the earlier of (i) the date on which any person becomes an acquiring person and (ii) the date on which a tender or exchange offer is announced which, if consummated, would result in the offeror being the beneficial owner of 15% or more of the shares of common stock then outstanding.

      With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in the purchase price. No fractional shares of Series A preferred stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Series A preferred stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the units of Series A preferred stock on the last trading day prior to the date of exercise.

      At any time on or prior to the earlier of (i) the close of business on the tenth day after a public announcement that a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the Company’s outstanding common stock or (ii) the tenth business day after a person commences, or announces its intention to commence, a tender offer or exchange offer that would result in the bidder’s beneficial ownership of 15% or more of the shares of common stock, the board of directors of the Company may redeem the rights in whole, but not in part, at a price of $.01 per right. The redemption of the rights may be made effective at such time, on such basis and with such conditions as the board of directors in its sole discretion may establish. Immediately upon any redemption of the rights, the rights will no longer be exercisable and the only right of the holders of right will be to receive the redemption price. The rights are also redeemable under other circumstances as specified in the rights agreement.

      The terms of the rights may be amended by the board of directors of the Company without the consent of the holders of the rights except that from and after a distribution date no amendment may adversely affect the interests of the holders of the rights.

      Until a right is exercised, the holder of a right will have no voting, dividend or other rights by virtue of ownership as a stockholder of the Company.

      The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company’s board of directors, except pursuant to an offer conditioned on a substantial number of rights being acquired. The rights should not interfere with any merger or other business combination approved by the board of directors since the rights may be redeemed by the Company at the redemption price prior to the occurrence of a distribution date.

3.

      The rights agreement, specifying the terms of the rights and the Certificate of Designation for the Series A preferred stock are attached as exhibits to the Company’s Form 8-A filed with the Securities and Exchange Commission on May 14, 2001, and are incorporated herein by reference. The foregoing description of the rights and the foregoing description of the Series A preferred stock are qualified in their entirety by reference to the respective exhibits.

Item 7. Financial Statements and Exhibits.

Exhibit 3.3	Certificate of Designation for Series A Junior Participating Preferred Stock (included in exhibit 4.3 below). (1)
Exhibit 4.3	Rights Agreement, dated as of May 3, 2001, between the Company and Equiserve Trust Company, N.A. which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of rights Certificate as Exhibit B and the Summary of rights to Purchase preferred stock as Exhibit C. (1)
Exhibit 20(a)	Press Release dated May 4, 2001.
Exhibit 20(b)	Form of Letter to Stockholders of Illumina, Inc. regarding the adoption of the Rights Plan pursuant to the Rights Agreement.

(1) Previously filed as an Exhibit to the Form 8-A filed with the Securities and Exchange Commission on May 14, 2001, and incorporated herein by reference.

4.

SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Illumina, Inc.
Date: May 14, 2001	By:	/s/  Jay Flatley
		Name: Jay Flatley Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit 3.3	Certificate of Designation for Series A Junior Participating Preferred Stock (included in exhibit 4.3 below). (1)
Exhibit 4.3	Rights Agreement, dated as of May 3, 2001, between the Company and Equiserve Trust Company, N.A. which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of rights Certificate as Exhibit B and the Summary of rights to Purchase preferred stock as Exhibit C. (1)
Exhibit 20(a)	Press Release dated May 4, 2001.
Exhibit 20(b)	Form of Letter to Stockholders of Illumina, Inc. regarding the adoption of the Rights Plan pursuant to the Rights Agreement.

(1) Previously filed as an Exhibit to the Form 8-A filed with the Securities and Exchange Commission on May 14, 2001, and incorporated herein by reference.

EX-20.(A) 2 a72576ex20-a.txt EXHIBIT 20.(A) 1 EXHIBIT 20(A) Illumina, Inc. NR200118 Contacts: Jay Flatley William Craumer President & CEO Director, Marketing Communications 1-858-587-4290 x251 1-858-587-4290 x332 jflatley@illumina.com bcraumer@illumina.com ILLUMINA, INC. ADOPTS STOCKHOLDER RIGHTS PLAN SAN DIEGO, CALIFORNIA, May 4, 2001 -- Illumina, Inc. (Nasdaq: ILMN) announced today that its board of directors has adopted a Stockholder Rights Plan and declared a dividend of one preferred stock purchase right on each outstanding share of its common stock. The non-taxable dividend distribution will be made on May 14, 2001, payable to stockholders of record on that date. The rights will expire on May 14, 2011. Until the Rights become exercisable upon certain triggering events, the rights will trade with the Company's common stock as a unit. The rights plan is similar to plans adopted by many other companies. The rights are designed to assure that all stockholders receive fair and equal treatment in certain proposed takeovers of the Company and to guard against coercive takeover tactics, which might provide inadequate or dissimilar value to stockholders. Each right will entitle stockholders to buy one unit of a share of preferred stock for $100. The rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or announces a tender or exchange offer which results in a person owning 15% or more of the Company's common stock. If any person becomes the beneficial owner of 15% or more of the Company's common stock, other than in connection with a tender or exchange offer for all the outstanding shares of the Company approved by the Company's board of directors, then all holders of the rights, other than the acquiring person, are entitled to acquire the Company's common stock at a substantial discount. If after such event, the Company is acquired in a merger 2 or other business combination, rights holders would be able to buy the acquiring company's shares at a substantial discount. The Company will generally be entitled to redeem the rights at $0.01 per right at any time until 10 days (subject to extension) after a public announcement that a 15% position in the Company's common stock has been acquired. The rights are intended to enable all stockholders to realize the long-term value of their investment in the Company. The rights will not prevent a takeover attempt, but should encourage anyone seeking to acquire the Company to negotiate with the board prior to attempting to takeover. Details of the Stockholder Rights Plan are outlined in a letter that will be mailed to all stockholders. Illumina (Nasdaq: ILMN; www.illumina.com) is developing next-generation tools that will permit large-scale, analysis of genetic variation and function. The Company's proprietary BeadArray(TM) technology will provide the throughput, cost effectiveness and flexibility necessary 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. Illumina's technology will have applicability across a wide variety of industries beyond life sciences and pharmaceuticals, including agriculture, food, chemicals and petrochemicals. Statements included in this press release that are not historical in nature may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risks and uncertainties and reflect Illumina's judgment as of the date of this release. Actual events or results may differ from Illumina's expectations as a result of risks and uncertainties identified from time to time in the Company's reports filed with the U.S. Securities and Exchange Commission, including those discussed in "Factors Affecting Our Operating Results" and elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 or in information disclosed in public conference calls, the date and time of which are released beforehand. Illumina does not plan to update information about its operating results and related expectations until its next earnings release. The Company claims the protection of the Safe Harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. EX-20.(B) 3 a72576ex20-b.txt EXHIBIT 20.(B) 1 EXHIBIT 20(B) [Insert Illumina Letterhead] May 14, 2001 Dear Stockholder: Illumina's board of directors has announced the adoption of a stockholder rights plan. This letter briefly describes the rights plan and explains the reasons for adopting it. Enclosed is a document entitled "Summary of Rights to Purchase Common Stock" which provides detailed information about the rights plan. We urge you to read it carefully. The plan is intended to protect your interests as a stockholder in the event the company and our board are confronted with coercive or unfair takeover tactics. The plan contains provisions to safeguard your interests in the event of an unsolicited offer to acquire the company, whether through a gradual accumulation of shares in the open market, a partial or two-tiered tender offer that does not treat all stockholders equally, the acquisition in the open market or otherwise of shares constituting control without offering fair value to all stockholders, or other abusive takeover tactics that the board believes are not in your best interests. These tactics unfairly pressure stockholders, squeezing them out of the full value of their investment without affording any real choice. Many companies, including approximately half the Fortune 500 companies and two-thirds of the Fortune 200 companies, have rights plans similar to the one we have adopted. We consider the rights plan to be very valuable in protecting both your right to retain your equity investment in us and the full value of that investment, while not foreclosing a fair acquisition bid for the company. The board of directors was aware when it acted that some people have advanced arguments that securities of the sort we are issuing deter legitimate acquisition proposals. We carefully considered these views and concluded that the arguments are speculative and do not justify leaving stockholders without any protection. The board of directors believes that the rights plan represent a sound and reasonable means of addressing the complex issues of corporate policy. The plan is not intended to prevent a takeover of the company and will not do so. The mere declaration of the rights dividend should not affect any prospective offeror willing to complete a strategic business acquisition or make an all cash offer at a full and fair price or to negotiate with the board of directors. The rights plan will not interfere with a merger or other business combination transaction approved by the board because the rights may be redeemed by the board under certain circumstances. 2 Page 2 Prior to adopting the rights plan, the board was concerned that a person or company could acquire control of us without paying a fair premium for control or without offering a fair price to all stockholders, and that, if a competitor acquired control of the company, the competitor would have a conflict of interest with respect to us and could use any acquired influence over or control of us to the detriment of you and our other stockholders. The board believes that such results would not be in the best interests of all stockholders. Issuance of the rights does not in any way adversely affect our financial strength or interfere with our business plan. The issuance of the rights has no dilutive effect, will not affect reported earnings per share, is not taxable to the company or to you, and will not change the way in which you can currently trade our shares. As explained in detail in the enclosed summary, the rights will only be exercisable if an event occurs that triggers their effectiveness. They will then operate to protect you against being deprived of your rights to share in the full measure of our long-term potential. While the distribution of the rights will not be taxable to you or us, stockholders may in certain circumstances recognize taxable income if and when the rights become exercisable or if the rights should ever be redeemed. Continuing our growth and maximizing long-term stockholder value are the major goals of the board and management. On Behalf of the Board of Directors ----------------------------------------- Jay T. Flatley President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-20.(A)

   1
                                                                   EXHIBIT 20(A)

Illumina, Inc.
NR200118


Contacts: Jay Flatley                      William Craumer
          President & CEO                  Director, Marketing Communications
          1-858-587-4290  x251             1-858-587-4290  x332
          jflatley@illumina.com            bcraumer@illumina.com



                                 ILLUMINA, INC.
                         ADOPTS STOCKHOLDER RIGHTS PLAN

SAN DIEGO, CALIFORNIA, May 4, 2001 -- Illumina, Inc. (Nasdaq: ILMN) announced
today that its board of directors has adopted a Stockholder Rights Plan and
declared a dividend of one preferred stock purchase right on each outstanding
share of its common stock. The non-taxable dividend distribution will be made on
May 14, 2001, payable to stockholders of record on that date. The rights will
expire on May 14, 2011. Until the Rights become exercisable upon certain
triggering events, the rights will trade with the Company's common stock as a
unit.

The rights plan is similar to plans adopted by many other companies. The rights
are designed to assure that all stockholders receive fair and equal treatment in
certain proposed takeovers of the Company and to guard against coercive takeover
tactics, which might provide inadequate or dissimilar value to stockholders.
Each right will entitle stockholders to buy one unit of a share of preferred
stock for $100. The rights generally will be exercisable only if a person or
group acquires beneficial ownership of 15% or more of the Company's common stock
or announces a tender or exchange offer which results in a person owning 15% or
more of the Company's common stock.

If any person becomes the beneficial owner of 15% or more of the Company's
common stock, other than in connection with a tender or exchange offer for all
the outstanding shares of the Company approved by the Company's board of
directors, then all holders of the rights, other than the acquiring person, are
entitled to acquire the Company's common stock at a substantial discount. If
after such event, the Company is acquired in a merger


   2

or other business combination, rights holders would be able to buy the acquiring
company's shares at a substantial discount.

The Company will generally be entitled to redeem the rights at $0.01 per right
at any time until 10 days (subject to extension) after a public announcement
that a 15% position in the Company's common stock has been acquired.

The rights are intended to enable all stockholders to realize the long-term
value of their investment in the Company. The rights will not prevent a takeover
attempt, but should encourage anyone seeking to acquire the Company to negotiate
with the board prior to attempting to takeover.

Details of the Stockholder Rights Plan are outlined in a letter that will be
mailed to all stockholders.

Illumina (Nasdaq: ILMN; www.illumina.com) is developing next-generation tools
that will permit large-scale, analysis of genetic variation and function. The
Company's proprietary BeadArray(TM) technology will provide the throughput, cost
effectiveness and flexibility necessary 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.
Illumina's technology will have applicability across a wide variety of
industries beyond life sciences and pharmaceuticals, including agriculture,
food, chemicals and petrochemicals.

Statements included in this press release that are not historical in nature may
be "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements involve risks
and uncertainties and reflect Illumina's judgment as of the date of this
release. Actual events or results may differ from Illumina's expectations as a
result of risks and uncertainties identified from time to time in the Company's
reports filed with the U.S. Securities and Exchange Commission, including those
discussed in "Factors Affecting Our Operating Results" and elsewhere in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
or in information disclosed in public conference calls, the date and time of
which are released beforehand. Illumina does not plan to update information
about its operating results and related expectations until its next earnings
release. The Company claims the protection of the Safe Harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.

EX-20.(B)

   1
                                                                   EXHIBIT 20(B)

                          [Insert Illumina Letterhead]


                                                                    May 14, 2001


Dear Stockholder:

               Illumina's board of directors has announced the adoption of a
stockholder rights plan. This letter briefly describes the rights plan and
explains the reasons for adopting it. Enclosed is a document entitled "Summary
of Rights to Purchase Common Stock" which provides detailed information about
the rights plan. We urge you to read it carefully.

               The plan is intended to protect your interests as a stockholder
in the event the company and our board are confronted with coercive or unfair
takeover tactics. The plan contains provisions to safeguard your interests in
the event of an unsolicited offer to acquire the company, whether through a
gradual accumulation of shares in the open market, a partial or two-tiered
tender offer that does not treat all stockholders equally, the acquisition in
the open market or otherwise of shares constituting control without offering
fair value to all stockholders, or other abusive takeover tactics that the board
believes are not in your best interests. These tactics unfairly pressure
stockholders, squeezing them out of the full value of their investment without
affording any real choice.

               Many companies, including approximately half the Fortune 500
companies and two-thirds of the Fortune 200 companies, have rights plans similar
to the one we have adopted. We consider the rights plan to be very valuable in
protecting both your right to retain your equity investment in us and the full
value of that investment, while not foreclosing a fair acquisition bid for the
company.

               The board of directors was aware when it acted that some people
have advanced arguments that securities of the sort we are issuing deter
legitimate acquisition proposals. We carefully considered these views and
concluded that the arguments are speculative and do not justify leaving
stockholders without any protection. The board of directors believes that the
rights plan represent a sound and reasonable means of addressing the complex
issues of corporate policy.

               The plan is not intended to prevent a takeover of the company and
will not do so. The mere declaration of the rights dividend should not affect
any prospective offeror willing to complete a strategic business acquisition or
make an all cash offer at a full and fair price or to negotiate with the board
of directors. The rights plan will not interfere with a merger or other business
combination transaction approved by the board because the rights may be redeemed
by the board under certain circumstances.


   2

                                                                          Page 2


Prior to adopting the rights plan, the board was concerned that a person or
company could acquire control of us without paying a fair premium for control or
without offering a fair price to all stockholders, and that, if a competitor
acquired control of the company, the competitor would have a conflict of
interest with respect to us and could use any acquired influence over or control
of us to the detriment of you and our other stockholders. The board believes
that such results would not be in the best interests of all stockholders.

               Issuance of the rights does not in any way adversely affect our
financial strength or interfere with our business plan. The issuance of the
rights has no dilutive effect, will not affect reported earnings per share, is
not taxable to the company or to you, and will not change the way in which you
can currently trade our shares. As explained in detail in the enclosed summary,
the rights will only be exercisable if an event occurs that triggers their
effectiveness. They will then operate to protect you against being deprived of
your rights to share in the full measure of our long-term potential.

               While the distribution of the rights will not be taxable to you
or us, stockholders may in certain circumstances recognize taxable income if and
when the rights become exercisable or if the rights should ever be redeemed.

               Continuing our growth and maximizing long-term stockholder value
are the major goals of the board and management.

                                    On Behalf of the
                                    Board of Directors

                                    -----------------------------------------
                                    Jay T. Flatley
                                    President and Chief Executive Officer