As filed with the Securities and Exchange Commission on September 15, 2016
Registration No. 333-206655
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEQUENOM, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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77-0365889
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3595 John Hopkins Court
San Diego, California 92121
(858) 202-9000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
F. Samuel
Eberts III
Chairperson, President and Secretary Sequenom, Inc.
c/o Laboratory Corporation of America Holdings
358 South Main Street
Burlington, NC 27215
(336) 229-1127
(Name,
Address, including zip code, and telephone number, including area code, of agent for service)
with
copies to:
Michael J. Silver
William I. Intner
John
H. Booher
G. Allen Hicks
Hogan Lovells US LLP
875 Third Avenue
New
York, New York 10022
(212) 918-3000
Approximate date of
commencement of proposed sale to the public
: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box:
¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box:
¨
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-3 relates to the Registration Statement on Form S-3 (333-206655), filed with the Securities
and Exchange Commission on August 28, 2015 (the Registration Statement) by Sequenom, Inc., a Delaware corporation (the Company). The Registration Statement registered the sale of up to $300,000,000 of any combination of
shares of the Companys common stock, preferred stock, debt securities or warrants in one or more offerings.
On September 7,
2016, pursuant to an Agreement and Plan of Merger dated July 26, 2016, between the Company, Laboratory Corporation of America Holdings, a Delaware corporation (LabCorp) and Savoy Acquisition Corp., a Delaware corporation and direct
wholly owned subsidiary of LabCorp (Purchaser), Purchaser merged with and into the Company (the Merger), with the Company surviving as a direct wholly owned subsidiary of LabCorp.
As a result of the Merger, the Company ceased to be an independent, publicly traded company, and the offering pursuant to the Registration
Statement has been terminated. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities related to the offering which remain unsold
at the termination of the offering, the Company hereby removes from registration any securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, state of North Carolina, on
September 15, 2016.
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SEQUENOM, INC.
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By:
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/s/ F. Samuel Eberts
III
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Name: F. Samuel Eberts III
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Title: Chairperson, President and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints F. Samuel Eberts III his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer) to sign any and all amendments
(including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to
the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ F. Samuel Eberts III
F. Samuel Eberts III
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Chairperson, President, Secretary and Director
(Principal Executive Officer)
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September 15, 2016
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/s/ Glenn A. Eisenberg
Glenn A. Eisenberg
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Executive Vice President, Treasurer and Director
(Principal Financial Officer and Principal
Accounting Officer)
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September 15, 2016
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/s/ Sandra D. van der Vaart
Sandra D. van der Vaart
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Assistant Secretary and Director
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September 15, 2016
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