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): June 29, 2010
GENOMIC HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51541
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77-0552594 |
(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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301 Penobscot Drive |
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Redwood City, CA
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94063 |
(Address of principal executive offices)
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(Zip Code) |
(650) 556-9300
(Registrants telephone number,
including area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Item 8.01 Other Events.
On June 29, 2010, Genomic Health, Inc. (the Company) filed a shelf registration statement on
Form S-3 with the Securities and Exchange Commission (SEC). The shelf registration statement is intended to replace the Companys prior shelf registration
statement, which expired on April 26, 2010. The Company has no current plans to sell securities
under the shelf registration statement.
Under the shelf registration
statement, when declared effective by the SEC, the Company may offer and sell from time to time in
the future up to 10,000,000 shares of its Common Stock, par value $0.0001 per share (Common
Stock). The specifics of any future offering, along with the prices, terms and the use of
proceeds of any Common Stock offered by the Company under the shelf registration statement, would be
determined at the time of any offering and described in detail in a prospectus supplement
filed at the time of any such offering.
The shelf registration statement filed by the Company has not yet become effective. The
securities covered by the registration statement may not be sold, nor may offers to buy be
accepted, prior to the time the registration statement becomes effective and an appropriate
prospectus supplement is filed. This communication does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any state or jurisdiction. Any
offering of the securities covered by the registration statement will only be by means of a
prospectus and an accompanying prospectus supplement.