Item  8.01 Other Events.

On June 25, 2008, Sequenom, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lehman Brothers Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), related to a public offering of 5,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The price to the public is $15.50 per share, and the underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $14.57 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 825,000 shares of Common Stock. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-151837) previously filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Report, and this description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Cooley Godward Kronish LLP relating to the legality of the issuance and sale of the shares in the offering is also filed as Exhibit 5.1 to this Report.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description

1.1    Underwriting Agreement, dated June 25, 2008
5.1    Opinion of Cooley Godward Kronish LLP
23.1    Consent of Cooley Godward Kronish LLP (included in the opinion filed as Exhibit 5.1 hereto)

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.

 

    SEQUENOM, INC.
      By:   /s/ Clarke Neumann
  Date: June 26, 2008       Clarke Neumann
        Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit Number

  

Description

1.1    Underwriting Agreement, dated June 25, 2008
5.1    Opinion of Cooley Godward Kronish LLP
23.1    Consent of Cooley Godward Kronish LLP (included in the opinion filed as Exhibit 5.1 hereto)