8-K

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): March 22, 2005

SOLEXA, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-22570	94-3161073
(Commission File No.)	(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 670-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01       Entry into a Material Definitive Agreement
	Item 5.02.       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01.       Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
EXHIBIT 10.56
EXHIBIT 99.1

Item 1.01       Entry into a Material Definitive Agreement

On March 22, 2005, Linda Rubinstein joined Solexa, Inc. (“Solexa”) as Vice President and, effective upon the filing of Solexa’s annual report on Form 10-K for the year ended December 31, 2004 with the Securities and Exchange Commission, Chief Financial Officer, and in any event no later than April 30, 2005. Solexa entered into a letter agreement (the “Letter Agreement”) with Ms. Rubinstein on March 23, 2005. Under the terms of the Letter Agreement, Ms. Rubinstein will receive an initial base salary of $225,000 per year which shall increase to $250,000 on July 1, 2005, an annual bonus with a target of 30% of base salary, stock option grants of not less than 45,000 shares within 30 days following the first and second anniversaries of her start date, each of which vest and become exercisable in 48 equal installments over 4 years from the respective grant dates subject to approval by the Board of Directors (the “Board”). If Solexa successfully completes a financing within six months of Ms. Rubinstein’s start date which results in at least $10,000,000 in available funds to Solexa, Ms. Rubinstein will be granted an additional nonstatutory stock option grant of 141,000 shares pursuant to Solexa’s 1992 Stock Option Plan (the “Plan”), subject to Board approval. In addition, if (i) Ms. Rubinstein’s employment is terminated without Cause (as defined in the Letter Agreement) by Solexa, (ii) Ms. Rubinstein resigns with Good Reason (as defined in the Letter Agreement), (iii) Ms. Rubinstein’s employment is terminated without Cause by Solexa or any successor to or acquiring entity of Solexa within 30 days prior to, upon or within 12 months after an Asset Sale, Merger, Consolidation, or Reverse Merger (each as defined in the Plan), or (iv) Ms. Rubinstein resigns for Good Reason within thirty days prior to, upon or within 12 months after an Asset Sale, Merger, Consolidation or Reverse Merger of Solexa, she will be eligible to receive severance compensation of between 4.5 to 6 months of her final base salary, 100% of her target bonus, prorated to the percent of the year completed, and two years acceleration of the vesting and exercisability of any outstanding stock options granted to her. A copy of the Letter Agreement is attached hereto as Exhibit 10.56 and is incorporated herein by reference.

Solexa also intends to enter into an indemnity agreement with Ms. Rubinstein.

Item 5.02.       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Kathy A. San Roman, Acting Chief Financial Officer and Vice President, Human Resources & Administration has resigned as Acting Chief Financial Officer effective upon the filing of Solexa’s Form 10-K for the year ended December 31, 2004 with the Securities and Exchange Commission. Ms. San Roman will continue with Solexa as Vice President, Human Resources & Administration.

(c) Please see Item 1.01 above.

Linda Rubinstein, age 38, joined Solexa in March 2005 as Vice President and, effective upon the filing of Solexa’s annual report on Form 10-K for the year ended December 31, 2004 with the Securities and Exchange Commission, Chief Financial Officer, and in any event no later than April 30, 2005. Prior to joining Solexa, Ms. Rubinstein was a principal at RDJ Advisors, a biotechnology financial consultancy. From 2001 to 2003, Ms. Rubinstein was Vice President, Finance at ChemoCentryx, Inc., a privately held biotechnology company. From 1993 to 2001, Ms. Rubinstein was an investment banker at Lehman Brothers Inc., an investment banking firm, most recently as Senior Vice President, Global Healthcare Group. Ms. Rubinstein received B.A. and M.A. degrees in Economics from UCLA.

A copy of the press release announcing the appointment of Ms. Rubinstein is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits.

(c)       Exhibits:

10.56	Letter Agreement, dated as of March 23, 2005, by and between Solexa, Inc. and Linda Rubinstein.
99.1	Press Release, dated March 29, 2005, entitled “Solexa Names Linda Rubinstein Vice President and CFO.”

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SIGNATURE

     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, thereunto duly authorized.

	SOLEXA, INC.
Dated: March 29, 2005	By:	/s/ John West
	Name:	John West
	Title:	Chief Executive Officer

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EXHIBITS

10.56	Letter Agreement, dated as of March 23, 2005, by and between Solexa, Inc. and Linda Rubinstein.
99.1	Press Release, dated March 29, 2005, entitled “Solexa Names Linda Rubinstein Vice President and CFO.”

EX-10.56

Exhibit 10.56

March 23, 2005

Ms. Linda M. Rubinstein
c/o Solexa, Inc.
25861 Industrial Blvd.
Hayward, CA 94545

Dear Linda:

     We are pleased to offer you a position as Vice President, with the understanding and agreement that you will also assume the title and role of Chief Financial Officer once the Form 10-K for the year ended December 31, 2004 has been filed, and in any event no later than April 30, 2005. You will report to the Chief Executive Officer (“CEO”) at Solexa, Inc. (“Solexa” or the “Company”). As agreed, the terms of your employment are as follows:

     Your start date with the Company will be March 22, 2005. As previously noted, you will report to the CEO and you will have the duties and responsibilities commensurate with your title and office as reasonably assigned to you by the CEO. You shall perform your duties at the Company’s Hayward, California offices, subject to reasonable travel to the Company’s U.K. offices from time to time. Beginning March 22, 2005 and continuing through June 30, 2005, excluding any periods of disability, vacation and sick leave to which you are entitled, you will devote approximately ninety percent (90%) of your business time and attention to the business and affairs of Solexa. During this period, you will receive a base salary of $18,750.00 per month (equivalent to an annual salary of $225,000), less payroll deductions and all required withholdings. As an exempt, salaried employee, you will not be eligible for overtime compensation. During this period, you are expected to wind down and complete any and all consulting engagements.

     Effective as of July 1, 2005, provided that you have no continuing consulting engagements and excluding any periods of disability, vacation and sick leave to which you are entitled, you will devote substantially all of your business time and attention to the business and affairs of Solexa. You will receive a base salary of $20,833.33 per month (equivalent to an annual salary of $250,000), less payroll deductions and all required withholdings. As an exempt, salaried employee, you will not be eligible for overtime compensation.

     During your employment with Solexa, you will also be eligible to earn an annual performance bonus with a target of 30% of your base salary (pro-rated for 2005 commencing with your start date). For 2005, the amount of your bonus will be determined based on your achievement (as reasonably determined by the CEO) of written performance milestones to be negotiated in good faith and agreed upon between you and the CEO within two months of your joining the Company. For subsequent years, you and the CEO will negotiate written performance milestones in good faith for bonus determination purposes.

     If the Company successfully completes a financing within six (6) months after your start date which results in the Company obtaining at least $10,000,000 in available funds, the CEO will recommend to the Board of Directors (the “Board”) that you be granted a nonstatutory stock option to purchase one hundred forty-one thousand (141,000) shares of the common stock of the Company (the “Option”) pursuant to the Company’s 1992 Stock Option Plan (the “Plan”). The exercise price for the Option shares will be the closing sales price as quoted on Nasdaq National Market System (“Nasdaq”) on the last market trading day prior to the day of grant. Except as otherwise provided in this letter, the Option will vest and become exercisable in forty-eight (48) equal monthly installments over four (4) years, with vesting to commence as of your start date, as long as you remain in continuous service with the Company (as defined in the Plan). Upon the consummation of an Asset Sale, Merger, Consolidation or Reverse Merger, each as defined in the Plan, the vesting and exercisability of the Option and any other outstanding option grants then held by you (including but not limited to the Anniversary Options described in the next paragraph) shall be accelerated two (2) years. The Option is subject to Board approval, and will be governed in full by the Plan and your individual Option agreement.

     In addition, subject to your satisfactory performance of your duties as determined by the CEO in his reasonable discretion, the CEO will recommend to the Board that additional option grants of no less than 45,000 shares each be granted to you within 30 days following the first and second anniversaries of your start date, each of which will vest and become exercisable in forty-eight (48) equal monthly installments over four (4) years from the respective grant dates (each such option grant shall be referred to herein as an “Anniversary Option” and collectively as the “Anniversary Option). Of course, such grants are subject to and contingent upon Board approval.

     The Company’s stock option plan currently provides the right to exercise the shares in full or in part subject to any stock option grant for consideration consisting of any combination of cash, check or cashless exercise in conjunction with the Company’s Regulation T program. The rights set forth in this paragraph currently are included in each of the Company’s award agreements and option grants and will be included in your award agreements and option grants.

     You will also be eligible to participate in all Company benefits applicable to similarly situated executive employees of the Company, pursuant to the terms, conditions and limitations of the benefit plans and Company policies: said benefits include, but are not limited to, medical insurance, vacation, sick leave and holidays. Your vacation accrual rate will be equal to a rate of four (4) weeks per year, subject to the terms of our vacation policy. A summary of the benefit plans is enclosed. In addition, The Company will enter into an Indemnity Agreement with you in substantially the form enclosed herein within five (5) business days of your start date.

     Notwithstanding anything to the contrary in this letter or in any other agreement between you and the Company, it shall not be a violation of your obligations to the Company for you to engage in the following activities: (1) serve on civic or charitable boards or committees, or (2) manage personal investments; so long as these activities are not on behalf of a competitor to the Company and do not significantly interfere with the performance of your duties and responsibilities to the Company. In the event you wish to serve on corporate boards and deliver

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lectures, fulfill speaking engagements or teach at educational institutions, you will need advance written permission from the CEO, which permission shall not be unreasonably withheld.

     As a Solexa employee, you will be required to abide by Company rules and regulations, and you will be required to sign an acknowledgment that you have read, understand, and will comply with the Company’s Employee Handbook. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to Solexa any contract you have signed that may restrict your activities on behalf of the Company.

     Your employment with Solexa is at-will, meaning that you may terminate your employment at any time and for any reason whatsoever simply by notifying Solexa. Likewise, Solexa may terminate your employment at any time, with or without Cause (as defined below), and with or without advance notice. The Company also retains sole discretion to make all other decisions concerning your employment (e.g. position, title, reporting relationship, transfers, job duties and responsibilities, compensation, benefits or any other managerial decisions) with or without Cause, and with or without advance notice. This at-will employment relationship cannot be changed except in writing, signed by you and a duly authorized Company officer.

     Notwithstanding the at-will nature of your employment, in the event (i) your employment is terminated without Cause (as defined below) by the Company, (ii) you resign your employment with Good Reason (as defined below); (iii) your employment is terminated without Cause (as defined below) by the Company or any successor to or acquiring entity of the Company within thirty (30) days prior to, upon or within twelve (12) months after an Asset Sale, Merger, Consolidation, or Reverse Merger (as defined in the Plan), or (iv) you resign your employment with Good Reason (as defined below) within thirty (30) days prior to, upon or within twelve (12) months after an Asset Sale, Merger, Consolidation or Reverse Merger (as defined in the Plan) of the Company, you will be eligible to receive severance compensation as stated herein, provided that you first execute a general release of any and all known and unknown claims you may have against the Company, which general release will be in a form reasonably acceptable to the Company. The amount of severance compensation you will receive in the event of a termination or resignation of your employment under provisions (i) or (ii) of the first sentence of this paragraph shall be an amount equal to four and one-half (4.5) months of your final base salary, plus an amount equal to 100% of your target annual bonus, prorated to the percent of the year that has been completed, as of your termination date, subject to standard payroll deductions and withholdings and payable in a lump sum. The amount of severance compensation you will receive in the event of a termination or resignation of your employment under provisions (iii) or (iv) of the first sentence of this paragraph shall be an amount equal to six (6) months of your final

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base salary, plus an amount equal to 100% of your target annual bonus, prorated to the percent of the year that has been completed, as of your termination date, subject to standard payroll deductions and withholdings and payable in a lump sum, which sums shall be in addition to two years acceleration of the vesting and exercisability of the Option and any other outstanding options grants then held by you (including but not limited to the Anniversary Options), in the event such accelerated vesting and exercisability has not already occurred.

     “Cause” shall mean: (a) your conviction of, guilty plea to, or plea of “no contest” to, any felony or any crime involving dishonesty; (b) your knowing participation in any fraud or material act of dishonesty against the Company; (c) your persistent and willful refusal to perform your duties to the Company; (d) intentional damage by you to any property of the Company; or (e) your use of drugs or alcohol in such a manner as to materially interfere with the performance of your duties.

     “Good Reason” shall mean the occurrence of any of the following without your written consent, and your resignation due to and no later than sixty (60) days after such occurrence: (i) a material breach by the Company of any of its obligations to you under this letter, provided that, such resignation will only qualify as a resignation for Good Reason if you first provide the Company with at least thirty (30) days advance written notice of your intention to resign and the Company does not cure its breach to your reasonable satisfaction within that thirty (30) day timeframe; (ii) the required relocation of your principal place of employment to a location that increases your commute by more than twenty-five (25) miles from Hayward, California; (iii) any material reduction in your base salary or bonus potential, with the exception of reduction programs generally applicable to the Company’s senior executive employees; or (iv) any material diminution in your title, reporting relationship, duties or responsibilities.

     On your first day at Solexa, Inc., you will be required to sign the documents listed below. Please see Cristina Alves for completion of these documents:

1.       Proprietary Information and Inventions Agreement. Signing this agreement is a condition of our offer of employment, and compliance with this agreement is a condition of continued employment. A copy has been enclosed for your review.

2.       Employment Eligibility Verification (I-9) Form. In compliance with the Immigration Reform and Control Act of 1986, our offer of employment is subject to satisfactory proof of your identity and right to work in the United States. You will be required to complete the enclosed I-9 form and provide us with original documentation as outlined in Section 2 (copy enclosed) to verify your identity and eligibility for employment in the United States. It is very important that you remember to bring the necessary identification documents on your first day.

     The employment terms in this letter, and the stock plan and other documents, policies and agreements referenced herein, including but not limited to the stock option agreements. the Proprietary Information and Inventions Agreement and the Indemnity Agreement, constitute the complete and exclusive statement of your employment agreement with Solexa. It supersedes any

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agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes, if any, expressly reserved to the Company’s discretion in this letter, require a written modification signed by you and a duly authorized officer of Solexa. If you have any questions, please contact me.

Welcome to Solexa, Inc. We look forward to working with you.

Sincerely,

/s/ John West

John West
Chief Executive Officer

/enclosures

     Please sign below indicating your acceptance of this offer of employment, and return the original to our office by March 23, 2005 in the enclosed self-addressed, stamped envelope.

Linda Rubinstein	/s/ Linda Rubinstein
Name (print)	Signature
March 23, 2005	March 22, 2005
Date	Start Date

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EX-99.1

Exhibit 99.1

CONTACTS:

Solexa, Inc. John West, CEO 510/670-9300 John.West@solexa.com
Press Contact: Northbank Communications Sue Charles, CEO +44 (0)20 7886 8152 s.charles@northbankcommunications.com	Investor Contacts: Lippert/Heilshorn & Associates Jody Cain (jcain@lhai.com) Bruce Voss (bvoss@lhai.com) 310/691-7100

Solexa Names Linda Rubinstein Vice President and CFO

HAYWARD, Calif. (March 29, 2005) — Solexa, Inc. (Nasdaq: SLXA) today announced the appointment of Linda Rubinstein, 38, as vice president, effective March 22, 2005. Ms. Rubinstein will assume the position of chief financial officer following the filing of Solexa’s annual report on Form 10-K for the year ended December 31, 2004. Kathy San Roman, who currently holds the position of acting chief financial officer, will continue as Solexa’s vice president of human resources and administration.

“We are extremely fortunate to bring on board an executive with Linda’s financial, operations and strategic planning expertise within the life sciences sector,” said John West, Solexa’s chief executive officer. “Linda’s biotechnology industry and health care banking experience further strengthens our management team at this important juncture as we prepare for the introduction of our first commercial DNA sequencing system based on Cluster-SBS technology by the end of this year.”

Ms. Rubinstein brings to Solexa more than 16 years of life sciences industry and financial experience. As principal of RDJ Advisors, a financial and business operations consulting firm, she provided strategic planning and financial transaction expertise to biotechnology companies. Previously, Ms. Rubinstein served as vice president of finance of privately held ChemoCentryx, Inc., where she developed and implemented the financial strategy that took the company from early-stage drug discovery into clinical development. Among her responsibilities at ChemoCentryx, she served on the executive and development committees, directed intellectual property and oversaw operations.

Prior to joining ChemoCentryx, Ms. Rubinstein was senior vice president in the Global Healthcare Group of Lehman Brothers, where she assisted clients with financing and strategic transactions. In this capacity, she worked with a team of Lehman Brothers research analysts and McKinsey & Company consultants to analyze the impact of genomics on drug discovery and implications for pharmaceutical industry structure. This work was published in 2001 by Lehman Brothers research as The Fruits of Genomics. Prior to Lehman Brothers, she worked in investment banking at Scully Brothers & Foss and Merrill Lynch Capital Markets.

Ms. Rubinstein sits on the boards of Jewish Vocational Service of San Francisco and Impact Bay Area. She earned B.A. and M.A. degrees in economics from the University of California, Los Angeles.

About Solexa

Solexa, Inc is developing and preparing to commercialize a new platform for genetic analysis, based on Sequencing-by-Synthesis (SBS) and molecular arrays. This one platform is expected to support many

types of genetic analysis, including DNA sequencing, gene expression, genotyping and micro-RNA analysis. This technology can potentially generate over a billion bases of DNA sequence from a single experiment with a single sample preparation. Solexa’s long-term goal is to reduce the cost of human re-sequencing to a few thousand dollars for use in a wide range of applications from basic research through the development and implementation of personalized medicine. The company anticipates an initial product launch by the end of 2005. For further information, please visit www.Solexa.com or www.lynxgen.com.

This press release contains “forward-looking” statements, including statements related to the current views of Solexa management as to future products, product development, the expansion and success of Solexa’s commercial application of its genomics technologies, and the future financial performance of Solexa. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “predicts,” “expects,” “envisions,” “hopes,” “estimates,” “intends,” “will,” “continue,” “may,” “potential,” “should,” “confident,” “could” and similar expressions are intended to identify forward-looking statements. There can be no assurance that such expectations of any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. There are a number of important factors that could cause the results of Solexa to differ materially from those indicated by these forward-looking statements including, among others, risks detailed from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2003, as amended, its Quarterly Report on Form 10-Q for the period ended September 30, 2004 and its Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) on January 24, 2005. Solexa does not undertake any obligation to update forward-looking statements.

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