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): May 21, 2007
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
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification No.) |
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| 301 Penobscot Drive |
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| Redwood City, California
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94063 |
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(Zip Code) |
(650) 556-3900
(Registrant’s 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:
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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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On May 21, 2007, Genomic Health, Inc. (the “Company”) entered into an underwriting agreement
with J.P. Morgan Securities Inc., Lehman Brothers Inc., Piper Jaffray & Co. and JMP Securities LLC,
as representatives of the several underwriters named therein (the “Underwriting Agreement”),
relating to a public offering of 3,000,000 shares of common stock, par value $0.0001 per share, of
the Company (“Common Stock”). The price to the public is $15.50 per share. The offering is
scheduled to close on May 25, 2007, subject to customary closing conditions. The Company has
granted the underwriters an option, exercisable for 30 days, to purchase up to an additional
450,000 shares of Common Stock to cover over-allotments, if any. The offering is being made
pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No.
333-141946) previously filed with the Securities and Exchange Commission. The Underwriting
Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by this reference. The
description of the Underwriting Agreement in this report is a summary and is qualified in its
entirety by the terms of the Underwriting Agreement.
On May 21, 2007, the Company issued a press release announcing the pricing of the public
offering. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibits |
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1.1
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Underwriting Agreement dated May 21, 2007 |
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP |
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23.1
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Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in Exhibit 5.1) |
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99.1
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Press Release of Genomic Health, Inc. dated May 21, 2007 |