COMPLETE GENOMICS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-03-19: Form 8-K; Period of report 2013-03-14; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2012-11-09: Form 8-K; Period of report 2012-11-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-09-17: Form 8-K; Period of report 2012-09-15; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2012-09-06: Form 8-K; Period of report 2012-08-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-03-19 | 8-K | 2013-03-14 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 As previously reported, on September 15, 2012, Complete Genomics, Inc., a Delaware corporation (the “Company”), BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), and Beta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). 3.01 On March 18, 2013, in connection with the Merger, the Company requested that the Nasdaq Global Market (“Nasdaq”) remove its common stock from listing on Nasdaq, that the “GNOM” trading designation be suspended and further requested that Nasdaq file a delisting application with the SEC to delist and deregister its common stock. 3.02 In order to complete the Merger, on March 15, 2013, pursuant to Section 1.8 of the Merger Agreement, Purchaser exercised its top-up option (the “Top-Up Option”) to purchase newly issued Shares from the Company. 3.03 At the Effective Time, holders of such Shares ceased to have any rights as holders of Shares (other than their right to receive the Offer Price) and accordingly no longer have any interest in the Company’s future earnings or growth. 5.01 As previously reported, the initial offering period under the Offer expired at 11:59 p.m., New York City time, March 14, 2013. 5.02 On March 14, 2013, in connection with the change of control of the Company described in Item 5.01, Dr. C. Thomas Caskey resigned from the board of directors of the Company (the “Board”), effective as of the Acceptance Time. 5.03 On March 18, 2013, effective upon the closing of the Merger, the certificate of incorporation of the Company was amended and restated (the “Charter”), and the bylaws of the Company were amended and restated (the “Bylaws”). | d505250d8k.htm |
| 2012-11-09 | 8-K | 2012-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2012-09-17 | 8-K | 2012-09-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On September 15, 2012, Complete Genomics, Inc., a Delaware corporation (the “Company”), BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), and Beta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Parent, through the Purchaser, will commence an offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for $3.15 per share (the “Offer Price”) net to the seller in cash, without interest. 2.03 The information set forth in Item 1.01 is incorporated herein by reference to the extent required. | d412217d8k.htm |
| 2012-09-06 | 8-K | 2012-08-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 30, 2012, Andrew E. Senyei, M.D., notified Complete Genomics, Inc. (the “Company”) of his resignation, effectively immediately, as a director on the Company’s Board of Directors. | f8k_090612.htm |
| 2012-08-09 | 8-K | 2012-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2012-08-02 | 8-K | 2012-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 27, 2012, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Complete Genomics, Inc. (the “Company”) approved an annual incentive compensation program for 2012 (the “2012 Leadership Incentive Program”), including participation terms for the Company’s executive officers other than the Company’s Chief Executive Officer. | f8k_080212.htm |
| 2012-06-26 | 8-K | 2012-06-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 22, 2012, Complete Genomics, Inc. (the “Company”) held its annual meeting of stockholders at its facility in Mountain View, California. | f8k_062212.htm |
| 2012-06-07 | 8-K | 2012-06-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 6, 2012, Carl L. Gordon notified Complete Genomics, Inc. (the “Company”) of his resignation, effectively immediately, as a director on the Company’s Board of Directors. | f8k_060612.htm |
| 2012-06-05 | 8-K | 2012-06-01 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.05 On June 1, 2012, Complete Genomics, Inc. (the “Company”) committed to a plan to reduce its cash consumption and overall cost structure. 5.02 As part of the plan described under Item 2.05 above, the employment of Bruce K. Martin, the Company’s Senior Vice President, Product Development, will terminate effective June 28, 2012. 8.01 In the same press release issued on June 5, 2012 and attached as Exhibit 99.1, the Company announced that it has retained Jefferies & Company, Inc., to review strategic alternatives on behalf of the Company and its stockholders. | f8k_060512.htm |
| 2012-05-07 | 8-K | 2012-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2012-03-23 | 8-K | 2012-03-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to approval by the Compensation Committee of the Board of Directors of Complete Genomics, Inc. (the “Company), the Company increased the base salary of Ajay Bansal, the Company’s Senior Vice President and Chief Financial Officer, by approximately 10%, from $285,000 to $313,500 per year, with such increase retroactive to January 1, 2012. | d320926d8k.htm |
| 2012-03-12 | 8-K | 2012-03-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d315891d8k.htm |
| 2012-03-08 | 8-K | 2012-03-08 | 2.02 Results of Operations and Financial Condition | 2.02 On March 8, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2012-01-10 | 8-K | 2012-01-09 | 8.01 Other Events | 8.01 On January 9, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2011-11-28 | 8-K | 2011-11-21 | 8.01 Other Events | 8.01 On November 21, 2011, Alexander E. Barkas, Ph.D., a director of Complete Genomics, Inc. (the “Company”), passed away suddenly at the age of 64. | d262467d8k.htm |
| 2011-11-09 | 8-K | 2011-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2011-11-03 | 8-K/A | 2011-06-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the Company’s 2011 Annual Meeting, its stockholders selected, on an advisory basis, the holding of an advisory vote on the compensation of the Company’s named executive officers every three years. | d251481d8ka.htm |
| 2011-08-04 | 8-K | 2011-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2011-06-27 | 8-K | 2011-06-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 22, 2011, Complete Genomics, Inc. (the “Company”) held its annual meeting of stockholders at its facility in Mountain View, California. | d8k.htm |
| 2011-06-27 | 8-K | 2011-06-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On June 27, 2011, Complete Genomics, Inc. (the “Company”) announced that Keith Raffel will join the Company as Senior Vice President and Chief Commercial Officer on June 27, 2011. | d8k.htm |
| 2011-06-01 | 8-K | 2011-06-01 | 8.01 Other Events | 8.01 On June 1, 2011, Complete Genomics, Inc. issued a press release announcing the closing of its underwritten public offering of 6,325,000 shares of its common stock at a public offering price of $12.50 per share, which includes the exercise in full by the underwriters of their option to purchase up to 825,000 additional shares of common stock at the public offering price, less the underwriting discounts and commissions. | d8k.htm |
| 2011-05-26 | 8-K | 2011-05-26 | 8.01 Other Events | 8.01 On May 26, 2011, Complete Genomics, Inc. issued a press release announcing the pricing of its underwritten public offering of 5,500,000 shares of its common stock at a public offering price of $12.50 per share. | d8k.htm |
| 2011-05-11 | 8-K | 2011-05-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 5, 2011, at a meeting of the Board of Directors (the “Board”) of Complete Genomics, Inc. (the “Company”), the Board, upon recommendation by the Compensation Committee of the Board, approved a change in control and severance plan (the “Plan”) for the Company’s executive officers and other members management. | d8k.htm |
| 2011-05-10 | 8-K | 2011-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2011, Complete Genomics, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended March 31, 2011. | d8k.htm |
| 2011-04-15 | 8-K | 2011-04-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d8k.htm | |
| 2011-03-11 | 8-K | 2011-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2011-03-09 | 8-K | 2011-03-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d8k.htm | |
| 2010-12-20 | 8-K | 2010-12-17 | 2.02 Results of Operations and Financial Condition | 2.02 On December 17, 2010 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | document.htm |
| 2010-11-16 | 8-K | 2010-11-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On November 16, 2010, Complete Genomics, Inc. filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and amended and restated its bylaws in connection with its closing of the initial public offering of shares of its common stock. 8.01 On November 16, 2010, we completed our initial public offering of 6,000,000 shares of our common stock at a price of $9.00 per share. | d8k.htm |