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ILMN > SEC Filings for ILMN > Form 8-K on 28-Mar-2013All Recent SEC Filings

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Form 8-K for ILLUMINA INC


28-Mar-2013

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agr


Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2013, Illumina, Inc. (the "Company") entered into an Amendment to Rights Agreement (the "Amendment"), amending the Rights Agreement dated as of January 26, 2012, by and between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement"). The Amendment changed the "Final Expiration Date" (as defined in the Rights Agreement) from January 26, 2017 to March 27, 2013. Accordingly, the Series A Junior Participating Preferred Stock purchase rights granted under the Rights Agreement (the "Rights") expired at 5:00 p.m., New York City time on March 27, 2013, and the Rights Agreement terminated as of that time and is of no further force and effect. The foregoing description of Amendment is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit 4.1 and incorporated by reference herein.



Item 1.02. Termination of a Material Definitive Agreement.

The information required by this item is included in Item 1.01 above and incorporated herein by reference.



Item 3.03. Material Modifications to Rights of Security Holders.

The information required by this item is included in Item 1.01 above and incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Amendment and the termination of the Rights Agreement, the Company has filed with the Secretary of State of the State of Delaware a Certificate of Elimination of the Certificate of Designation of Series A Junior Participating Preferred Stock (the "Certificate of Elimination") eliminating the Certificate of Designation with respect to the Company's Series A Junior Participating Preferred Stock which was issuable, under certain circumstances, upon exercise of the Rights.

The foregoing description of the Certificate of Elimination is qualified in its entirety by reference to the copy of the Certificate of Elimination filed as Exhibit 3.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

   Exhibit          Description

         3.1        Certificate of Elimination, dated March 27, 2013, relating to
                    the Series A Junior Participating Preferred Stock

         4.1        Amendment to Rights Agreement, dated as of March 27, 2013,
                    between the Company and Computershare Trust Company, N.A., as
                    Rights Agent


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