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
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| Date of Report (Date of Earliest Event Reported): April 22, 2010
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Illumina, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-30361
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33-0804655 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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9885 Towne Centre Drive, San Diego,
California
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92121-1975 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code: (858) 202-4500
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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 obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2010, Illumina’s Board of Directors approved amendments to the company’s Bylaws,
effective immediately. Sections 3.2 (Number of Directors; Election; and Term of Office of
Directors), 3.8 (Special Meetings; Notice), and 4.3 (Meetings and Action of Committees) have been
amended.
Section 3.2 has been modified to provide that the board of directors will consist of such number of
directors as determined from time to time by resolution of the board of directors instead of
specifying in the bylaws the exact number of authorized directors.
Section 3.8 has been modified to provide that the Chairman has authority to call a special meeting
of the board of directors and to provide that notices of special meetings may be given to members
of the board of directors upon 24 hours notice if provided either personally, by telephone, or by
email.
Section 4.3 has been clarified to provide that committee chairs have authority to call special
meetings of their respective board committees.
The foregoing description is a summary only and is qualified in its entirety by reference to the
copy of the Bylaws of Illumina dated April 22, 2010, that are attached hereto as Exhibit 3.2 and
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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3.2 |
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Bylaws, as amended April 22, 2010. |