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PACB > SEC Filings for PACB > Form 8-K on 12-Nov-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Sta


On November 8, 2013, Pacific Biosciences of California, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to Controlled Equity OfferingSM Sales Agreement, dated October 5, 2012 (as amended, the "Agreement"), with Cantor Fitzgerald & Co., as sales agent ("Cantor"), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of the Company's common stock, par value $0.001 per share (the "Shares"), up to an aggregate offering price of $30.0 million. Such aggregate value of Shares is in addition to any shares remaining unsold under original Agreement with Cantor dated October 5, 2012. The Company intends to use the proceeds of this offering for general corporate purposes, including capital expenditures and working capital.

Under the Agreement, Cantor may sell the Shares by methods deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on The NASDAQ Global Select Market, on any other existing trading market for the Shares or to or through a market maker. In addition, under the Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Global Select Market, to sell the Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company is not obligated to make any sales of the Shares under the Agreement. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Agreement or
(b) the termination of the Agreement by Cantor or the Company.

The Company will pay Cantor a commission of 3.0% of the gross sales price per share sold and has agreed to provide Cantor with customary indemnification and contribution rights.

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed herewith as an exhibit to this Current Report on Form 8-K.

The Shares will be issued pursuant to the Company's previously filed and effective Registration Statement on Form S-3 (File No. 333-180533), the base prospectus, dated May 1, 2012, filed as part of such Registration Statement, and the prospectus supplement, dated November 12, 2013, filed by the Company with the Securities and Exchange Commission.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.


(d) Exhibits.

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

10.1 Amendment No. 1 to Controlled Equity OfferingSM Sales Agreement, dated November 8, 2013, by and between Pacific Biosciences of California, Inc. and Cantor Fitzgerald & Co.

23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).

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