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EX-99.01 - EX-99.01 - CEPHEIDd668792dex9901.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 3, 2014

Date of Report (Date of earliest event reported)

 

 

CEPHEID

(Exact name of Registrant as specified in its charter)

 

 

 

California   000-30755   77-0441625

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

 

904 Caribbean Drive, Sunnyvale, CA   94089
(Address of principal executive offices)   (Zip Code)

(408) 541-4191

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On February 3, 2014, Cepheid issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $250 million aggregate principal amount of convertible senior notes due in 2021 (the “Notes”). Cepheid also intends to grant to the initial purchasers of the Notes the option to purchase up to an additional $37.5 million aggregate principal amount of Notes, solely to cover over-allotments. The Notes will be sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

A copy of the press release is attached hereto as Exhibit 99.01 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Exhibit Title

99.01    Press release dated February 3, 2014 announcing the proposed offering of convertible senior notes.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

          CEPHEID
Date: February 3, 2014     By:  

/s/ Andrew D. Miller

      Name:   Andrew D. Miller
      Title:   Executive Vice President, Chief Financial Officer

 

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Exhibit List

 

Exhibit No.

  

Exhibit Title

99.01    Press release dated February 3, 2014 announcing the proposed offering of convertible senior notes.

 

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