S-8

As filed with the Securities and Exchange Commission on February 26, 2010

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Genoptix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0840570
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1811 Aston Avenue

Carlsbad, California 92008

Tel: (858) 268-6200

(Address of Principal Executive Offices including zip code)

2007 Equity Incentive Plan

2007 Employee Stock Purchase Plan

2007 Non-Employee Directors’ Stock Option Plan

(Full titles of the plans)

Tina S. Nova, Ph.D.

President and Chief Executive Officer

Genoptix, Inc.

1811 Aston Avenue

Carlsbad, California 92008

Tel: (858) 268-6200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christian V. Kuhlen, M.D., Esq. Vice President, General Counsel and Corporate Secretary GENOPTIX, INC. 1811 Aston Avenue Carlsbad, California 92008 Tel: (858) 268-6200 Frederick T. Muto, Esq. J. Patrick Loofbourrow, Esq. COOLEY GODWARD KRONISH LLP 4401 Eastgate Mall San Diego, California 92121 Tel: (858) 550-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering  price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
2007 Equity Incentive Plan Common Stock (par value $0.001)	518,274 shares(3)	$32.06	$16,615,864.44	$1,184.71
2007 Employee Stock Purchase Plan Common Stock (par value $0.001)	172,758 shares(4)	$32.06	$5,538,621.48	$394.90
2007 Non-Employee Directors’ Stock Option Plan Common Stock (par value $0.001)	38,125 shares(5)	$32.06	$1,222,287.50	$87.15

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock (the “Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 23, 2010, as reported on The Nasdaq Global Select Market.

(3) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Genoptix, Inc. 2007 Equity Incentive Plan (the “2007 EIP”) on January 1, 2010 pursuant to an “evergreen” provision contained in the 2007 EIP. Pursuant to such provision, on January 1^st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the 2007 EIP is automatically increased by a number equal to the lesser of (i) 3% of the aggregate number of shares of Common Stock outstanding on December 31 of the preceding year, (ii) 750,000 shares of Common Stock or (iii) a lesser number of shares of Common Stock that may be determined each year by the Registrant’s Board of Directors.

(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Genoptix, Inc. 2007 Employee Stock Purchase Plan (the “2007 ESPP”) on January 1, 2010 pursuant to an “evergreen” provision contained in the 2007 ESPP. Pursuant to such provision, on January 1^st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the 2007 ESPP is automatically increased by a number equal to the lesser of (i) 1% of the aggregate number of shares of Common Stock outstanding on December 31 of the preceding year, (ii) 250,000 shares of Common Stock, or (iii) a lesser number of shares of Common Stock that may be determined each year by the Registrant’s Board of Directors.

(5) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Genoptix, Inc. 2007 Non-Employee Directors’ Stock Option Plan (the “2007 NEDSOP”) on January 1, 2010 pursuant to an “evergreen” provision contained in the 2007 NEDSOP. Pursuant to such provision, on January 1^st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the 2007 NEDSOP is automatically increased by a number equal to (i) the aggregate number of shares of Common Stock subject to options granted as initial grants and annual grants under the 2007 NEDSOP during the immediately preceding year, or (ii) a lesser number of shares of Common Stock that may be determined each year by the Registrant’s Board of Directors.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-147021, 333-151892 AND 333-157601

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2007 EIP, the 2007 ESPP and the 2007 NEDSOP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 30, 2007 (File No. 333-147021), June 24, 2008 (File No. 333-151892) and February 27, 2009 (File No. 333-157601). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

Item 8. Exhibits

Exhibit Number	Description of Document
3.1(1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2(4)	Amended and Restated Bylaws of the Registrant.
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2(2)	Form of the Registrant’s Common Stock Certificate.
5.1	Opinion of Cooley Godward Kronish LLP.
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2	Consent of Cooley Godward Kronish LLP. Reference is made to Exhibit 5.1.
24.1	Power of Attorney. Reference is made to the signature page hereto.
99.1(2)	2007 Equity Incentive Plan and Form of Stock Option Agreement, Form of Stock Option Grant Notice and Notice of Exercise thereunder.
99.2(2)	2007 Employee Stock Purchase Plan and Form of Offering Document thereunder.
99.3(3)	2007 Non-Employee Directors’ Stock Option Plan, as amended.
99.4(5)	Form of Stock Option Agreement and Form of Initial and Annual Stock Option Grant Notice under 2007 Non-Employee Directors’ Stock Option Plan.
99.5(5)	Form of Restricted Stock Unit Award Agreement for Non-Executives and Form of Restricted Stock Unit Award Grant Notice for Non-Executives.
99.6(6)	Form of Restricted Stock Unit Award Agreement for Directors and Form of Restricted Stock Unit Award Grant Notice for Directors.
99.7(7)	Form of Restricted Stock Unit Award Agreement for Executives and Form of Restricted Stock Unit Award Grant Notice for Executives.

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 2, 2007, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144997), filed with the Commission on October 9, 2007, and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 13, 2008, and incorporated herein by reference.

(4) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 8, 2009, and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 26, 2009, and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on July 30, 2009, and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 22, 2009, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on February 26, 2010.

Genoptix, Inc.
By:	/s/ Douglas A. Schuling
	Douglas A. Schuling
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tina S. Nova, Ph.D. and Douglas A. Schuling, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tina S. Nova Tina S. Nova, Ph.D.	President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer)	February 26, 2010
/s/ Douglas A. Schuling Douglas A. Schuling	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 26, 2010
/s/ Andrew E. Senyei Andrew E. Senyei, M.D.	Chairman of the Board of Directors	February 26, 2010
/s/ Timothy M. Buono Timothy M. Buono	Member of the Board of Directors	February 26, 2010
/s/ Robert E. Curry Robert E. Curry, Ph.D.	Member of the Board of Directors	February 26, 2010
/s/ Michael A. Henos Michael A. Henos	Member of the Board of Directors	February 26, 2010
/s/ Karin Eastham Karin Eastham	Member of the Board of Directors	February 26, 2010
/s/ Laurence R. McCarthy Laurence R. McCarthy, Ph.D.	Member of the Board of Directors	February 26, 2010
/s/ Christine A. White Christine A. White, M.D.	Member of the Board of Directors	February 26, 2010

EXHIBIT INDEX

Exhibit Number	Description of Document
3.1(1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2(4)	Amended and Restated Bylaws of the Registrant.
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2(2)	Form of the Registrant’s Common Stock Certificate.
5.1	Opinion of Cooley Godward Kronish LLP.
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2	Consent of Cooley Godward Kronish LLP. Reference is made to Exhibit 5.1.
24.1	Power of Attorney. Reference is made to the signature page hereto.
99.1(2)	2007 Equity Incentive Plan and Form of Stock Option Agreement, Form of Stock Option Grant Notice and Notice of Exercise thereunder.
99.2(2)	2007 Employee Stock Purchase Plan and Form of Offering Document thereunder.
99.3(3)	2007 Non- Employee Directors’ Stock Option Plan, as amended.
99.4(5)	Form of Stock Option Agreement and Form of Initial and Annual Stock Option Grant Notice under 2007 Non-Employee Directors’ Stock Option Plan.
99.5(5)	Form of Restricted Stock Unit Award Agreement for Non-Executives and Form of Restricted Stock Unit Award Grant Notice for Non-Executives.
99.6(6)	Form of Restricted Stock Unit Award Agreement for Directors and Form of Restricted Stock Unit Award Grant Notice for Directors.
99.7(7)	Form of Restricted Stock Unit Award Agreement for Executives and Form of Restricted Stock Unit Award Grant Notice for Executives.

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 2, 2007, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144997), filed with the Commission on October 9, 2007, and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 13, 2008, and incorporated herein by reference.

(4) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 8, 2009, and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 26, 2009, and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on July 30, 2009, and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 22, 2009, and incorporated herein by reference.

EX-5.1

Exhibit 5.1

J. Patrick Loofbourrow

(858) 550-6089

loof@cooley.com

February 26, 2010

Genoptix, Inc.

1811 Aston Avenue

Carlsbad, CA 92008

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Genoptix, Inc., a Delaware corporation (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 729,157 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 518,274 shares (the “EIP Shares”) reserved for issuance pursuant to the Company’s 2007 Equity Incentive Plan (the “EIP”), (ii) 172,758 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2007 Employee Stock Purchase Plan (the “ESPP”) and (iii) 38,125 shares (the “NEDSOP Shares”) reserved for issuance pursuant to the Company’s 2007 Non-Employee Directors’ Stock Option Plan (the “NEDSOP”, and collectively with the EIP and the ESPP, the “Plans”).

In connection with this opinion, we have examined the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the Plans, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the EIP Shares, when sold and issued in accordance with the EIP and options, as applicable, (ii) the ESPP Shares, when sold and issued in accordance with the ESPP, and (iii) the NEDSOP Shares, when sold and issued in accordance with the NEDSOP and options, as applicable, and in each case when sold and issued in accordance with the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley Godward Kronish LLP

By:	/s/ J. Patrick Loofbourrow
	J. Patrick Loofbourrow, Esq.

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 to be filed on February 26, 2010 pertaining to the Genoptix, Inc. 2007 Equity Incentive Plan, 2007 Employee Stock Purchase Plan, and the 2007 Non-Employee Directors’ Stock Option Plan of our reports dated February 25, 2010, with respect to the consolidated financial statements and schedule of Genoptix, Inc. and the effectiveness of internal control over financial reporting of Genoptix, Inc., included in its Annual Report (Form 10-K), for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

February 26, 2010