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): July 5, 2006
SOLEXA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 000-22570
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94-3161073 |
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(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
On
July 5, 2006, Solexa, Inc. (“Solexa”) announced
Richard H. Lussier joined Solexa as its Vice President, Sales and
Field Operations. Solexa had entered into a letter agreement (the “Lussier
Letter Agreement”) with Mr.
Lussier dated May 19, 2006. Under the terms of the Lussier Letter Agreement, Mr. Lussier will
receive an initial base salary of $240,000 per year, an annual bonus with a target of up to 30% of
base salary pursuant to the terms of Solexa’s 2005-2006 Bonus Plan for 2006, and an option to
purchase up to 75,000 shares of the common stock of Solexa pursuant to the terms of Solexa’s 2005
Equity Incentive Plan. In accordance with the Lussier Letter
Agreement, Mr. Lussier was granted an option to purchase up to
75,000 shares of common stock which will become 25% vested twelve months from the date of
grant, and the balance will vest in equal installments over the following 36 months. A copy of the
Lussier Letter Agreement is attached hereto as Exhibit 10.47 and is incorporated herein by
reference. A copy of the press release announcing the appointment of Mr. Lussier is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On July 5, 2006, Solexa entered into
an amended and restated letter agreement with Omead Ostadan,
its Vice President of Marketing (the “Ostadan Letter Agreement”). Under the terms of the Ostadan
Letter Agreement, Mr. Ostadan will receive a base salary of $240,000 per year and an annual bonus
with a target of up to 30% of base salary pursuant to the terms of Solexa’s 2005-2006 Bonus Plan
for 2006. Mr. Ostadan will also be eligible to receive a bonus under any subsequently adopted
bonus plan of Solexa applicable to his position with Solexa at the time of determination and in
accordance with the terms thereof. A copy of the Ostadan Letter Agreement is attached hereto as
Exhibit 10.48 and is incorporated herein by reference.
Solexa had entered into an amendment of the bonus provisions of its initial employment agreement
with Mr. Ostadan (the “Ostadan Bonus Letter”). The Ostadan Bonus Letter provides that he is
eligible to receive one of two alternative one-time bonuses, subject to the terms and conditions
described therein and summarized below, as a supplement to other bonus compensation he may
otherwise be entitled to.
Market Capitalization Bonus
In the event that the closing price of Solexa’s common stock equals or exceeds twenty-seven dollars
and sixty cents ($27.60) per share (as presently constituted) for each of twenty-five (25)
consecutive public trading days (the “Trading Period”), Mr. Ostadan will be entitled to receive a
one-time bonus of seventy-seven thousand one hundred fifty-one (77,151) shares of Solexa common
stock (as adjusted for stock splits, stock dividends or the like) pursuant to the terms of Solexa’s
2005 Equity Incentive Plan (the “Plan”) (the “Market Capitalization Bonus”). If it is reasonably
determined by Solexa that it would be inadvisable or impractical for Mr. Ostadan to sell or
otherwise dispose of a portion of the common stock constituting the Market Capitalization Bonus for
the purposes of paying applicable taxes, Solexa may at its election provide cash compensation to
Mr. Ostadan in lieu of a portion of the common stock sufficient to pay, valued based on the average
of the per share closing prices during the Trading Period, the taxes applicable to the Market
Capitalization Bonus, with the remaining portion of the Market Capitalization Bonus to be provided
as Solexa common stock pursuant to the Plan.
Change in Control Bonus
In the event of a Change in Control (as defined in the Ostadan Bonus Letter), Mr. Ostadan shall be
eligible to receive a bonus equivalent to one quarter of one per cent (.25%) of the amount by which
the consideration received by Solexa’s stockholders as a direct result of the Change in Control
exceeds the sum of one hundred fifty million dollars ($150,000,000) plus the aggregate gross
proceeds received by Solexa through sales of equity securities after the effective date of the
Ostadan Bonus Letter (the “Change in Control Bonus”). The Change in Control Bonus will be provided
to Mr. Ostadan in the same form as the consideration received by Solexa’s stockholders as a direct
result of the Change in Control, provided that, Solexa may in its sole discretion elect to
substitute cash for all or any portion of the securities or other non-cash consideration that would
otherwise be payable based on the value thereof established in the Change in Control.
A copy of the Ostadan Bonus Letter is attached hereto as Exhibit 10.49 and is incorporated herein
by reference.
Solexa also entered into indemnity agreements
with Messrs. Lussier and Ostadan on July 5, 2006
(together, the “Indemnity Agreements”). The Indemnity Agreements provide, among other
things, that Solexa will indemnify Messrs. Lussier and Ostadan, under the circumstances and to the
extent provided for therein, for certain expenses which each of them may be required to pay in
connection with certain claims to which each of them may be made a
party by reason of his respective position
at Solexa, and otherwise to the fullest extent permitted under Delaware law and Solexa’s Bylaws.
The Indemnity Agreements are attached as
Exhibits 10.50 and 10.51 hereto and are incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
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10.47
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Letter Agreement, dated as of May 19, 2006, by and between Solexa, Inc. and
Richard H. Lussier. |
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10.48
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Letter Agreement, dated as of July 5, 2006, by and between Solexa, Inc. and
Omead Ostadan. |
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10.49
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Letter Agreement regarding New
Alternative One-Time Bonus Agreement, dated May 23, 2006, by and
between Solexa, Inc. and Omead Ostadan. |
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10.50
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Indemnity Agreement, dated as of July 5, 2006, by and between Solexa, Inc. and
Richard H. Lussier. |
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10.51
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Indemnity Agreement, dated as of July 5, 2006, by and between Solexa, Inc. and
Omead Ostadan. |
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99.1
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Press Release, dated July 5, 2006, entitled “Solexa Names Richard H. Lussier
Vice President, Sales and Field Operations.” |