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): ~~July~~September 267, 2016

SEQUENOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29101	77-0365889
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3595 John Hopkins Court, San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)

3595 John Hopkins Court, San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 202-9000

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:

¨	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 1.01. Entry into a Material Definitive Agreement.

~~Agreement~~In ~~and~~connection ~~Plan~~with the closing of the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), Sequenom, Inc. (the “Company”) and Wells Fargo Bank, National Association (the “Trustee”) entered into a First Supplemental Indenture, dated as of September 7, 2016 (the “First Supplemental Indenture – 2017 Notes”) to the Indenture, dated as of September 17, 2012 (the “2017 Notes Indenture”), between the Company and the Trustee, relating to the Company’s 5.00% Convertible Senior Notes due 2017 (the “2017 Notes”), and a First Supplemental Indenture, dated as of September 7, 2016 (the “First Supplemental Indenture – 2018 Notes” and together with the First Supplemental Indenture – 2017 Notes, the “Supplemental Indentures”) to the Indenture, dated as of June 9, 2015 (the “2018 Notes Indenture” and together with the 2017 Notes Indenture, the “Indentures”), between the Company and the Trustee, relating to the Company’s 5.00% Convertible Exchange Senior Notes due 2018 (the “2018 Notes and together with the 2017 Notes, the “Notes”).

OnEach ~~July 26~~of the Supplemental Indentures provides that, ~~2016~~at and after the effective time of the Merger, ~~Sequenom~~for all conversions in respect of the applicable series of Notes that occur after the effective time of the Merger, ~~Inc.~~the right to convert each $1,000 aprincipal amount ~~Delaware~~of ~~corporation~~the (2017 Notes or the ~~“Company”)~~2018 Notes, ~~entered~~as applicable, into anshares ~~Agreement~~of common stock of the Company and ~~Plan~~cash in lieu of ~~Merger~~ (fractional shares of common stock will be changed into the ~~“Merger~~right ~~Agreement”)~~to ~~with~~convert ~~Laboratory~~such ~~Corporation~~principal amount of ~~America~~such ~~Holdings,~~Notes into a ~~Delaware~~number of ~~corporation (~~“~~Parent”),~~Units ~~and~~of ~~Savoy~~Reference ~~Acquisition~~Property” ~~Corp~~(i.e., athe ~~Delaware~~per ~~corporation~~share ~~and~~Merger aConsideration ~~wholly~~(as ~~owned~~defined ~~subsidiary~~in in Item 2.01 of ~~Parent~~ ~~(“Purchaser”~~this Current Report on Form 8-K)) of $2.40 ~~The~~in ~~board~~cash ofequal ~~directors~~to ofthe Conversion Rate (as defined in the ~~Company~~Indentures, ~~has~~respectively) ~~unanimously~~in effect ~~approved~~prior to the effective time of the Merger ~~Agreement~~and an amount of cash in lieu of any fractional Unit of Reference Property equal to the product of (i) such fractional Unit of Reference Property and (ii) $2.40 in cash.

~~Pursuant~~The toforegoing ~~the~~summary ~~Merger~~description ~~Agreement,~~of ~~upon~~ the ~~terms~~Supplemental Indentures and ~~subject~~certain toterms of the ~~conditions~~Indentures ~~thereof,~~do ~~Purchaser~~not ~~will~~purport ~~commence~~to abe ~~tender~~complete ~~offer~~and ~~(the~~are subject to, and ~~“Offer”)~~qualified noin ~~later~~their ~~than~~entirety ~~August 9~~by, ~~2016,~~the tofull ~~acquire~~text ~~all~~ of the ~~outstanding~~First ~~shares~~Supplemental ofIndenture ~~common~~– ~~stock~~2017 Notes and the full text of the ~~Company,~~First ~~$0.001~~Supplemental ~~par~~Indenture ~~value~~– ~~per~~2018 ~~share~~Notes, ~~including~~which ~~the~~are ~~associated~~attached ~~preferred~~as ~~stock~~Exhibit ~~purchase~~4.1 ~~rights~~hereto ~~(the “Rights”)~~and ~~issued~~Exhibit ~~under~~4.2 hereto, respectively, the ~~Rights~~full ~~Agreement,~~text ~~dated~~of ~~March 3,~~the ~~2009,~~2017 asNotes ~~amended~~Indenture, ~~between the~~which ~~Company~~was ~~and~~filed ~~American~~as ~~Stock~~Exhibit ~~Transfer &~~4.1 ~~Trust~~to ~~Company,~~the ~~LLC,~~Current asReport ~~rights~~on ~~agent~~Form ~~(such~~8-K ~~Rights,~~filed ~~together~~by the Company with the ~~shares of Company~~Securities ~~common~~and ~~stock,~~Exchange Commission (the “~~Shares~~SEC”) on September 17, at2012, aand the ~~purchase~~full ~~price~~text of $2the 2018 Notes Indenture, which was filed as Exhibit 4.401 ~~per~~to ~~Share~~the inCurrent ~~cash~~Report (on Form 8-K filed by the ~~“Offer~~Company ~~Price”),~~with ~~without~~the ~~interest~~SEC on June 11, ~~subject~~2015, toeach ~~any~~of ~~required~~which ~~withholding~~is ofincorporated ~~taxes~~herein by reference.

~~The~~Item ~~obligation~~2.01. ofCompletion ~~Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction or waiver~~ of aAcquisition number of conditions set forth in the Merger Agreement, including that the number of Shares tendered in the Offer, considered together with all other Shares (if any) otherwise owned by Purchaser, must represent one more than 50% of the total number of Shares outstanding at the time of the consummation of the Offer, including for the purposes of this calculation (x) Shares subject to Company Restricted Stock Awards (defined below) plus (y) the total number of shares issuable to holders of Company Options (defined below) and warrants from which the Company has received notices of exercise prior to the expiration of the Offer plus (z) the aggregate number of Shares issuable upon the deemed or ~~pending~~Disposition ~~exercise, if any, prior to or at the expiration~~ of ~~the Offer, of any warrants and Convertible Notes (defined below), but excluding any warrants included in clause (y) (the “Minimum Condition”)~~Assets.

~~Following~~As ~~the~~previously ~~completion~~disclosed, ofon ~~the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement~~July 26, ~~Purchaser~~ ~~will merge with and into the Company~~2016, ~~with~~ the Company ~~surviving~~entered asinto aan ~~wholly-owned~~Agreement ~~subsidiary~~and Plan of ~~Parent~~Merger (the “Merger Agreement”). ~~Purchaser~~with Laboratory ~~will~~Corporation ~~effect the Merger after consummation~~ of ~~the~~America ~~Offer~~Holdings, ~~pursuant~~a ~~to Section 251(h) of the~~ Delaware ~~Generation~~corporation ~~Corporation Law. At the effective time of the Merger~~ (~~the~~ “~~Effective Time~~LabCorp”), ~~the~~and ~~Shares~~Savoy ~~not~~Acquisition ~~purchased pursuant to the Offer (other than Shares held by the Company~~Corp., ~~Parent, Purchaser~~a orDelaware ~~any~~corporation ofand ~~their~~direct ~~respective~~ wholly owned ~~subsidiaries~~subsidiary ~~or by stockholders~~ of ~~the~~LabCorp ~~Company who have perfected their statutory rights of appraisal under Delaware law) will each be converted into the right to receive an amount in cash equal to the Offer Price~~ (~~the~~ “~~Merger Consideration~~Purchaser”)~~, without interest, subject to any required withholding of taxes~~.

~~Each~~Pursuant ~~of the Company’s stock options (the “Company Options”) that is outstanding as of immediately prior~~ to the ~~Effective~~ ~~Time~~Merger ~~and~~Agreement, ~~held~~on byAugust 9, ~~an individual who~~2016, asPurchaser ofcommenced ~~the~~a ~~Effective~~tender ~~Time,~~offer isto anpurchase ~~active~~all ~~employee,~~outstanding ~~director~~shares ~~or consultant~~ of the Company,’s ~~shall accelerate and become fully vested and exercisable effective immediately prior to~~common stock, ~~and~~including ~~contingent~~the ~~upon,~~associated ~~the Effective~~preferred ~~Time.~~stock Aspurchase ofrights (the ~~Effective~~“Shares”) ~~Time~~at ~~each~~a ~~Company~~price ~~Option~~of ~~that~~$2.40 isper ~~then~~share, ~~outstanding~~net ~~and~~to ~~unexercised shall be cancelled and converted into~~ the ~~right~~seller toin ~~receive~~ cash, (without interest) inand ansubject ~~amount equal~~ to ~~the~~applicable ~~product~~tax ofwithholding, ~~(i)~~ upon the ~~total~~terms ~~number of~~and ~~Shares~~ subject to the conditions ~~vested~~set ~~portion~~forth ofin ~~such~~the ~~Company~~Offer ~~Option immediately prior~~ to ~~the Effective Time (taking into account any acceleration of vesting)~~Purchase, ~~multiplied~~dated ~~by (ii)~~August ~~the excess~~9, ~~if any~~2016, ofand ~~(x) the~~in ~~Merger Consideration over (y)~~ the ~~exercise~~related ~~price~~Letter ~~payable per Share under such Company Option. No holder~~ of aTransmittal ~~Company~~(which, ~~Option~~together ~~that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment~~ with ~~respect~~all ~~to such~~amendments ~~cancelled~~and ~~Company~~supplements ~~Option~~thereto, ~~before~~collectively orconstitute ~~after~~ the ~~Effective Time~~“Offer”).

~~Pursuant~~On toSeptember 7, ~~the Merger Agreement~~2016, ~~each~~LabCorp ~~restricted~~announced ~~stock~~that ~~unit~~the ~~providing for~~offering ~~settlement~~period inof ~~Shares (~~the ~~“Company~~Offer ~~RSU”)~~had ~~that~~expired isat ~~outstanding~~12:01 a.m., asEastern oftime, ~~immediately~~on ~~prior~~September 7, to2016 ~~the Effective Time~~ and that ~~held~~as byof ansuch ~~individual who~~time, asbased ofon the ~~Effective~~information ~~Time,~~provided isby anthe ~~active~~depositary ~~employee,~~for ~~director~~the orOffer, ~~consultant~~82,901,857 ofShares ~~the Company,~~were ~~shall~~validly ~~accelerate~~tendered and ~~become~~not ~~fully~~withdrawn ~~vested effective immediately~~ prior to, ~~and~~the ~~contingent~~expiration ~~upon,~~of the ~~Effective~~offering ~~Time.~~period In(including ~~lieu~~Shares oftendered ~~any~~through ~~issuance~~notices of guaranteed ~~Shares~~delivery), inrepresenting ~~settlement~~approximately 69% of ~~such~~the ~~Company~~outstanding ~~RSU,~~Shares as of ~~the~~such ~~Effective~~time ~~Time,~~(or ~~each~~approximately ~~Company~~67% ~~RSU~~of ~~that is~~ outstanding ~~shall~~Shares beexcluding ~~cancelled~~notices ~~and~~of ~~converted~~guaranteed ~~into~~delivery), ~~the~~which ~~right~~Shares were sufficient to ~~receive~~have ~~cash~~met ~~(without~~the ~~interest)~~minimum incondition anof the ~~amount~~Offer ~~equal~~and to enable the ~~product~~Merger of (ias defined below) ~~the~~ ~~total~~to ~~number~~occur ofunder ~~Shares~~Delaware ~~issuable~~law inwithout ~~settlement~~a vote of the ~~vested~~Company’s ~~portion~~stockholders. ofOn ~~such~~September 7, ~~Company~~2016, ~~RSU~~Purchaser ~~immediately prior~~accepted tofor ~~the~~payment, ~~Effective~~and ~~Time~~paid ~~(taking~~for, ~~into~~all ~~account~~Shares ~~any~~validly ~~acceleration~~tendered ofand ~~vesting)~~not properly ~~multiplied~~withdrawn byduring the offering period (~~ii)~~ the ~~Merger~~“Offer ~~Consideration.~~Acceptance Time”).

~~Each award~~On ofSeptember 7, ~~Shares~~2016 ~~that~~pursuant ~~is subject~~ to ~~vesting~~the orterms ~~forfeiture~~of orthe Merger ~~repurchase~~Agreement byand ~~the~~following ~~Company (~~the ~~“Company~~completion ~~Restricted~~of ~~Stock~~the ~~Award”)~~offering ~~that~~period, isPurchaser ~~outstanding~~merged aswith ofand ~~immediately~~into ~~prior to~~ the ~~Offer~~Company ~~Acceptance Time~~ (~~defined~~the ~~below~~“Merger”) ~~shall accelerate~~upon ~~and~~the ~~become~~filing ~~fully~~on ~~vested~~ such ~~that~~date ~~the~~of ~~Company’s~~a ~~right~~certificate of ~~reacquisition~~merger orwith ~~repurchase,~~the asSecretary ~~applicable,~~of ~~shall~~State ~~lapse~~of ~~in full effective immediately prior to, and contingent upon,~~ the ~~Offer~~State ~~Acceptance Time. As~~ of Delaware (the ~~Offer~~“Effective ~~Acceptance~~ Time”), ~~each~~ ~~Share~~with ~~underlying~~the ~~each~~ Company ~~Restricted~~continuing ~~Stock~~as ~~Award~~the ~~shall~~surviving becorporation ~~treated~~and asa andirect ~~outstanding~~wholly ~~Share~~owned ~~for~~subsidiary ~~purposes~~ of LabCorp. In the Merger ~~Agreement~~, ~~including~~Shares ~~for~~not ~~purposes~~tendered ofand ~~tendering pursuant to the Offer.~~

To accepted ~~the~~for ~~extent~~payment ~~required~~in ~~pursuant to~~ the ~~indenture~~Offer ~~dated~~(other asthan ofShares ~~September 17,~~owned ~~2012,~~by ~~between the Company and Wells Fargo Bank~~LabCorp, ~~National~~Purchaser ~~Association,~~or ~~as trustee, and~~ the ~~indenture dated as of June 9, 2015, between the~~ Company and ~~Wells~~Shares ~~Fargo~~held ~~Bank,~~by ~~National~~stockholders ~~Association,~~who asare ~~trustee~~entitled ~~(collectively, the “Indentures”), pursuant~~ to ~~which the Company issued 5.00% Convertible Senior Notes due 2017 and 5.00% Convertible Senior Exchange Notes due 2018 (collectively~~demand, ~~the “Convertible Notes”), respectively, the Company~~ and ~~Parent~~who ~~will~~properly ~~take~~perfect ~~all~~their ~~necessary~~appraisal ~~action,~~rights ~~effective~~with ~~upon~~respect ~~the Effective Time,~~ to ~~execute~~such ~~and~~Shares) ~~deliver~~were aconverted ~~supplemental~~into ~~indenture to each Indenture to~~ the ~~applicable trustee to provide, among other things, that on and after the Effective Time, each holder of Convertible Notes will have the~~ right to ~~convert~~receive ~~such Convertible Notes into~~ the ~~conversion~~same ~~consideration~~$2.40 ~~determined~~per byShare, ~~reference~~net to the ~~consideration~~holder ~~receivable upon consummation of the Merger~~ in ~~respect~~cash, ofwithout ~~each~~interest ~~Share in accordance with,~~ and subject to, ~~the provisions~~applicable oftax ~~such~~withholding, ~~Indenture~~paid ~~governing~~in the ~~conversion~~Offer ~~of the Convertible Notes issued thereunder~~ (~~including any applicable increase in~~ the “~~Conversion Rate~~Merger Consideration” ~~as defined therein~~) ~~in each case in accordance with, and subject to, such Indenture~~.

~~Following~~Each of the ~~completion~~Company’s stock options (“Company Option”) that were outstanding and unexercised as of immediately prior to the ~~Offer~~Effective Time and held by an individual who, ifas ~~Parent~~of ~~and~~the ~~Purchaser~~Effective ~~have~~Time, ~~satisfied~~was an active employee, director or consultant of the ~~conditions~~Company, accelerated and became fully vested and exercisable effective immediately prior to the Effective ~~consummation~~Time. As of the ~~Merger set~~Effective ~~forth~~Time, each Company Option that was then outstanding and unexercised was cancelled and converted into the right to receive cash (without interest) in an amount equal to the ~~Merger~~product ~~Agreement,~~of (i) the ~~Merger~~total ~~will~~number ~~become~~of Shares ~~effective~~subject onto the ~~first~~vested ~~business~~portion ~~day~~of ~~following~~such ~~the~~Company ~~time~~Option atimmediately ~~which~~prior to the ~~Purchaser~~Effective ~~accepts~~Time (taking into account any acceleration of vesting), ~~for~~multiplied by (ii) the ~~first~~excess, ~~time~~if any, ~~for~~of ~~payment~~(x) the ~~and~~Merger ~~pays~~Consideration ~~for~~over (y) the exercise price payable per Share under such ~~number~~Company Option. No holder of ~~Shares~~a ~~validly~~Company ~~tendered~~Option ~~and~~that ~~not~~had ~~properly withdrawn~~an asexercise ~~satisfies~~price ~~the~~per ~~Minimum~~Share ~~Condition~~that (was equal to or greater than the ~~“Offer~~Merger ~~Acceptance~~Consideration ~~Time”)~~was inentitled ~~accordance~~to ~~with~~any ~~and~~payment ~~subject~~with respect to ~~the~~such ~~Delaware~~cancelled Company ~~General~~Option ~~Corporation~~before ~~Law~~or after the Effective Time.

~~The~~Pursuant to the Merger Agreement, ~~includes~~each ~~representations~~restricted ~~and~~stock ~~warranties~~unit ~~and~~providing ~~covenants~~for ofsettlement ~~the~~in ~~parties~~Shares (“Company ~~customary~~RSU”) ~~for~~that awas ~~transaction~~outstanding as of ~~this~~immediately ~~nature.~~prior ~~Until~~ to the ~~earlier~~Effective ofTime ~~the~~and ~~Offer~~held ~~Acceptance~~by ~~Time~~an ~~and~~individual ~~the~~who, ~~termination~~as of the ~~Merger~~Effective ~~Agreement~~Time, was an active employee, director or consultant of the Company, ~~has~~accelerated ~~agreed~~and tobecame ~~operate~~fully vested ~~its~~effective ~~business~~immediately ~~and~~prior to the ~~business~~Effective Time. In lieu of ~~its~~any ~~subsidiaries~~issuance of Shares in settlement of such Company RSU, as of the ~~ordinary~~Effective ~~course~~Time, each Company RSU that was outstanding was cancelled and ~~has~~converted ~~agreed~~into the right to ~~certain~~receive ~~other~~cash (without ~~operating~~interest) ~~covenants,~~in ~~as set~~an ~~forth~~amount ~~more~~equal ~~fully~~to the product of (i) the total number of Shares issuable in settlement of the ~~Merger~~vested ~~Agreement.~~portion ~~The~~of such Company ~~has~~RSU ~~also~~immediately ~~agreed~~prior ~~not~~ to ~~solicit~~the orEffective ~~initiate~~Time ~~discussions~~(taking ~~with~~into account any ~~third~~acceleration ~~party~~of ~~regarding~~vesting) multiplied ~~acquisition~~by ~~proposals~~(ii) the Merger Consideration.

~~The~~Each ~~Merger~~award ~~Agreement includes a remedy~~ of ~~specific~~Shares ~~performance for the Company, Parent and Purchaser. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides~~ that, inwas ~~connection~~subject ~~with~~to ~~the~~vesting ~~termination~~or offorfeiture ~~the~~or ~~Merger~~repurchase ~~Agreement under specified circumstances, including termination~~ by the Company ~~to accept and enter into a definitive~~ ~~agreement with respect to an unsolicited superior offer, the~~ (“Company ~~will~~Restricted beStock ~~required to pay a termination fee of $10.6 million (the “Termination Fee~~Award”). Athat ~~superior~~was ~~offer~~outstanding isas aof ~~bona~~immediately ~~fide~~prior ~~written proposal pursuant~~ to ~~which~~ ~~a third party would acquire, among other acquisition structures set forth in~~ the ~~Merger~~Offer ~~Agreement,~~Acceptance ~~80%~~Time oraccelerated ~~more~~and ofbecame ~~the~~fully ~~voting~~vested ~~power~~such ofthat the Company’s onright ~~terms that the board~~ of ~~directors~~reacquisition ofor ~~the~~repurchase, ~~Company~~as ~~determines~~applicable, lapsed in ~~its~~full ~~good~~effective ~~faith~~immediately ~~judgment~~prior ~~(after consultation with its financial advisors and outside legal counsel)~~ to ~~be more favorable to~~ the ~~Company’s~~Offer ~~stockholders~~Acceptance ~~from~~Time. aAs ~~financial point~~ of ~~view than~~ the ~~terms of the~~ Offer ~~and~~Acceptance ~~the~~Time, ~~Merger.~~each ~~Any~~Share ~~such~~underlying ~~termination~~each ~~of the Merger Agreement by the~~ Company isRestricted ~~subject~~Stock toAward ~~certain~~was ~~conditions,~~treated ~~including~~as ~~the~~an ~~Company’s~~outstanding ~~compliance~~Share ~~with~~for ~~certain~~purposes ~~procedures~~of ~~set forth in~~ the Merger Agreement, ~~and~~including for apurposes ~~determination by the board~~ of ~~directors~~tendering ofpursuant ~~the Company that the failure~~ to ~~take such action would reasonably constitute a breach of its fiduciary duties, payment of~~ the ~~Termination Fee by the Company and the execution of a definitive agreement by the Company with such third party~~Offer.

~~Amendment~~The total consideration to ~~Rights~~be ~~Agreement~~paid is expected to be approximately $300 million, of which approximately $200 million has been paid by Purchaser in accordance with the terms of the Offer for Shares that were validly tendered and not properly withdrawn in the offering period. These amounts exclude fees and expenses related to the Offer and the Merger. LabCorp provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all shares purchased in the Merger.

~~In connection~~The ~~with~~foregoing ~~the~~description ~~Company’s~~of ~~entry into~~ the Merger Agreement, ~~the Company~~ and ~~American~~the ~~Stock~~related ~~Transfer &~~transactions ~~Trust~~does ~~Company,~~not ~~LLC~~purport ~~(“AST”) entered into Amendment No. 1~~ to ~~Rights~~be ~~Agreement,~~complete ~~dated July 26, 2016 (the “Rights Amendment”), amending the Rights Agreement, dated March 3, 2009, by~~ and ~~between the Company and AST, as rights agent (as amended, the “Rights Agreement”). The effect of the Rights Amendment~~ is toqualified ~~permit~~in ~~the~~its ~~Offer,~~entirety ~~the Merger and the other transactions contemplated~~ by ~~the Merger Agreement~~ reference to ~~occur without triggering any distribution or other adverse event to Parent or its affiliates under~~ the ~~Rights~~full ~~Agreement.~~text ~~In particular, (i) none~~ of ~~Parent, Purchaser or any of their respective stockholders, affiliates or associates shall become an Acquiring Person (as defined in~~ the ~~Rights~~Merger Agreement), ~~(ii)~~ a ~~Shares~~copy ~~Acquisition~~of ~~Date~~which ~~(as~~is ~~defined~~filed ~~in the Rights Agreement) and a Distribution Date (~~as ~~defined~~Exhibit in2.1 ~~the~~to ~~Rights Agreement) shall not occur, and (iii)~~ the ~~rights~~Current ~~under~~Report ~~the~~on ~~Rights~~Form ~~Agreement~~8-K ~~will~~filed ~~not~~by ~~separate from~~ the Company’s ~~common~~with ~~stock, in each case, as a result of~~ the ~~announcement,~~SEC ~~approval, execution,~~on ~~delivery~~July 27, ~~performance and/or amendment of the Merger Agreement or announcement~~2016, ~~approval, commencement, performance, consummation~~ and~~/or~~ ~~amendment~~is ofincorporated ~~the~~herein ~~Offer, the Merger and/or any of the other transactions contemplated~~ by ~~the Merger Agreement or any related agreements~~reference. ~~Additionally, the Rights Amendment provides that the Rights and the Rights Agreement will terminate and expire immediately prior to the Offer Acceptance Time.~~

Item 3.0301. ~~Material~~Notice ~~Modification~~of Delisting or Failure to ~~Rights~~Satisfy ofa ~~Security~~Continued ~~Holders~~Listing Rule or Standard; Transfer of Listing.

As ~~described~~a ~~above~~result of the Merger, the Company ~~and~~ ~~AST~~no ~~have~~longer ~~entered~~fulfills ~~into~~the numerical listing requirements of the ~~Rights~~NASDAQ ~~Amendment~~Global Select Market (“NASDAQ”). Accordingly, ~~The~~on ~~material~~September 7, ~~terms~~2016, at the Company’s request, NASDAQ filed with the SEC a Notification of ~~this~~Removal ~~transaction~~from ~~are~~Listing ~~described~~and/or inRegistration ~~Item~~under Section 112(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from NASDAQ.01 The Company’s common stock, which previously traded under the ~~heading~~symbol “SQNM”, ceased to be traded on NASDAQ prior to the opening of ~~“Amendment~~trading on September 7, 2016. In addition, the Company intends to ~~Rights~~file ~~Agreement”~~with ~~above~~the SEC a Certification on Form 15 under the Exchange Act requesting the Shares be deregistered and ~~are~~that ~~incorporated~~the ~~herein~~Company’s byreporting ~~reference~~obligations under Sections 13(a) and 15(d) of the Exchange Act be terminated.

~~Additional~~Item ~~Information~~3.03. Material Modification to Rights of Security Holders.

~~The~~To ~~foregoing~~the ~~descriptions~~extent ofrequired ~~the~~by ~~Merger~~Item 3.03 ~~Agreement~~of ~~and~~Form 8-K, the ~~Rights~~disclosure ~~Amendment~~contained ~~are~~in ~~not~~Items ~~complete~~2.01 and 3.01 ~~are~~above ~~qualified~~ and in ~~their~~Items 5.01 ~~entirety~~and 5.03 below is incorporated herein by reference to. At the ~~Merger~~Effective ~~Agreement~~Time, ~~which~~holders isof ~~attached~~Shares asimmediately ~~Exhibit~~prior ~~2.1~~ to ~~this~~such ~~report~~time ~~and~~ceased ~~incorporated~~to ~~herein~~have byany ~~reference,~~rights ~~and~~as ~~the~~stockholders ~~Rights~~in ~~Amendment,~~the ~~which~~Company is(other ~~attached~~than astheir ~~Exhibit~~right ~~4.1~~ to ~~this~~receive ~~report~~the ~~and~~Merger ~~incorporated~~Consideration ~~herein~~pursuant byto ~~reference~~the Merger Agreement).

~~The~~Item ~~Merger Agreement, and the foregoing description of the Merger Agreement, have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~5. The assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules delivered by the Company to Parent in connection with the signing of the Merger Agreement01. ~~Moreover,~~Changes ~~certain representations and warranties~~ in ~~the~~Control ~~Merger Agreement were made as~~ of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger AgreementRegistrant. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Cautionary~~The ~~Note~~disclosure ~~Regarding Forward-Looking~~contained ~~Statements~~in Item 2.01 above is incorporated herein by reference.

~~This~~As ~~Current~~a ~~Report~~result onof ~~Form 8-K contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding:~~ the ~~proposed~~consummation ~~transaction~~of ~~between~~ the ~~Company~~Offer and ~~Parent;~~ the ~~expected~~Merger, ~~timetable~~there ~~for~~was ~~completing~~a ~~the~~change ~~transaction;~~in ~~and~~control ~~strategic and other potential benefits~~ of the ~~transaction.~~Company, ~~Such risks~~ and ~~uncertainties~~LabCorp, ~~include:~~as the ~~possibility~~direct ~~that~~parent ~~certain~~of ~~closing conditions to the transaction will not be satisfied; that required regulatory approvals for the transaction may not be obtained in a timely manner~~Purchaser, ~~if at~~ ~~all;~~acquired ~~the~~control ~~ability~~of ~~to timely consummate~~ the ~~transaction and possibility that the transaction will not be completed; and other factors that are discussed in the~~ Company’s. ~~Annual~~As ~~Report~~of ~~on Form 10-K for~~ the ~~year~~Effective ~~ended December 31~~Time, ~~2015 and in its other filings with~~ the ~~SEC. The~~ Company ~~cautions~~became ~~investors~~a ~~not~~direct towholly ~~place~~owned ~~considerable~~subsidiary ~~reliance~~of ~~on the forward-looking statements contained in this Current Report on Form 8-K~~LabCorp.

~~About~~To the ~~Tender~~knowledge ~~Offer~~of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

~~THIS~~Item ~~CURRENT REPORT~~5.02. ONDeparture ~~FORM~~of ~~8-K~~Directors ISor ~~FOR~~Certain ~~INFORMATIONAL~~Officers; ~~PURPOSES~~Election ~~ONLY~~of ~~AND~~Directors; ISAppointment ~~NOT~~of ANCertain ~~OFFER~~Officers; TOCompensatory ~~BUY~~Arrangements ORof ~~THE~~Certain ~~SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMPANY’S COMMON STOCK~~Officers. ~~THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED.~~

AtPursuant to the ~~time~~Merger Agreement, effective as of the ~~offer~~Effective isTime, ~~commenced~~on September 7, ~~Parent~~2016, ~~and~~each ~~Purchaser~~of ~~will~~Kenneth ~~file~~F. aBuechler, ~~Tender~~Myla Lai-Goldman, ~~Offer~~Richard ~~Statement~~A. onLerner, ~~Schedule~~Ronald TOM. ~~with~~Lindsay, ~~the~~David ~~SEC~~Pendarvis, Catherine J. Mackey, Charles P. Slacik and Dirk van den Boom resigned as a director of the Company ~~will~~and from any committees of the Company’s Board of Directors on which they ~~file~~then aserved. ~~Solicitation/Recommendation~~In ~~Statement~~addition, pursuant to the Merger Agreement and effective as of immediately after the Effective Time, on ~~Schedule~~September 7, ~~14D-9~~2016, ~~with~~Glenn ~~respect~~A. Eisenberg, F. Samuel Eberts III, Sandra D. van der Vaart, William B. Haas and Benjamin R. Miller were appointed to the ~~tender~~Board ~~offer~~of Directors of the Company.

~~The Offer~~Further, pursuant to the ~~related~~Merger ~~letter~~Agreement, effective as of ~~transmittal~~ ~~and~~the ~~certain~~Effective ~~other~~Time, ~~offer~~on September 7, ~~documents~~2016, asF. ~~well~~Samuel asEberts ~~the~~III ~~Solicitation/Recommendation~~became ~~Statement~~Chairperson, ~~will~~President beand ~~made~~Secretary ~~available to all stockholders~~ of the Company, atreplacing noDirk ~~expense~~van toden ~~them.~~Boom ~~The~~as ~~Tender~~Chief ~~Offer~~Executive ~~Statement~~Officer, President and ~~the~~principal ~~Solicitation/Recommendation Statement~~executive ~~will~~officer beof ~~available~~the ~~without~~Company, ~~charge~~and atGlenn ~~the~~A. ~~SEC’s~~Eisenberg ~~web~~became Executive ~~site,~~Vice atPresident ~~http://www.sec.gov.~~and ~~Free~~Treasurer ~~copies~~ of ~~these~~the ~~materials~~Company, ~~and~~replacing ~~certain~~Carolyn ~~other~~D. ~~offering~~Beaver ~~documents~~as ~~will~~Senior beVice ~~sent~~President toand ~~the~~Chief ~~Company’s~~Financial ~~stockholders~~Officer byand ~~the~~principal ~~information~~financial ~~agent~~and ~~for~~accounting officer of the ~~offer~~Company.

~~THE~~Each ~~COMPANY’S~~of ~~STOCKHOLDERS~~Glenn ~~AND~~A. ~~OTHER~~Eisenberg ~~INVESTORS~~and ~~ARE~~F. ~~URGED~~Samuel TOEberts ~~READ~~III ~~THE~~is ~~TENDER~~an ~~OFFER~~officer ~~MATERIALS~~of ~~(INCLUDING~~LabCorp. ~~THE~~Biographical ~~OFFER~~information TOfor ~~PURCHASE,~~each of Glenn A. Eisenberg and F. Samuel Eberts III ~~RELATED~~was ~~LETTER~~previously OFfurnished ~~TRANSMITTAL~~to ~~AND~~the ~~CERTAIN~~Company ~~OTHER~~and ~~OFFER~~its ~~DOCUMENTS)~~stockholders ~~AND~~by ~~THE~~LabCorp ~~SOLICITATION/RECOMMENDATION~~and ~~STATEMENT,~~Purchaser ~~INCLUDING~~and ~~ALL~~is ~~AMENDMENTS~~set TOforth ~~THOSE~~in ~~MATERIALS.~~Schedule ~~SUCH~~I ~~DOCUMENTS~~to ~~WILL~~the ~~CONTAIN~~Offer ~~IMPORTANT~~to ~~INFORMATION,~~Purchase ~~WHICH~~filed ~~SHOULD~~by BELabCorp ~~READ~~and ~~CAREFULLY~~Purchaser ~~BEFORE~~with ~~ANY DECISION~~the ISSEC ~~MADE~~on ~~WITH~~August 9, ~~RESPECT~~2016, TOas ~~THE~~subsequently ~~TENDER~~amended, ~~OFFER~~which is incorporated by reference herein.

~~Additional~~Item ~~Information~~5.03. ~~and~~Amendments ~~Where~~ to ~~Find~~Articles Itof Incorporation or Bylaws; Change in Fiscal Year.

InPursuant ~~addition~~ to the ~~Solicitation/Recommendation Statement~~Merger, the ~~Company~~certificate ~~files~~of ~~annual,~~incorporation ~~quarterly~~of ~~and~~the ~~current~~Company ~~reports,~~was ~~proxy~~amended ~~statements~~ and ~~other information~~restated, ~~with~~ the ~~SEC.~~text ~~You~~of ~~may~~which ~~read~~amendment and ~~copy~~restatement ~~any~~is ~~reports, statements or other information~~ filed ~~by the Company at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549.~~as Exhibit ~~Please call the SEC at~~ 3.1~~-800-SEC-0330~~ ~~for further information on the public reference room. The Company’s filings with the SEC are also available~~ to ~~the~~this ~~public from commercial document~~Form 8-~~retrieval~~K ~~services~~ and ~~the~~incorporated ~~SEC’s~~herein ~~website~~by ~~at http://www~~reference.~~sec.gov.~~

~~Item~~Pursuant 9to the Merger, the bylaws of the Company were amended and restated, the text of which amendment and restatement is filed as Exhibit 3.~~01.~~2 ~~Financial~~to ~~Statements~~this Form 8-K and ~~Exhibits~~incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~9.01. Financial Statements and Exhibits

Number		Description
2.1*		Agreement and Plan of Merger, dated as of July 26, 2016, by and among Sequenom, Inc., Laboratory Corporation of America Holdings, and Savoy Acquisition Corp.
4.1		Amendment No. 1 to Rights Agreement, dated July 26, 2016, by and between Sequenom, Inc. and American Stock Transfer & Trust Company, LLC.

(d)

Exhibits.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.


Number		Description

2.1		Agreement and Plan of Merger, dated as of July 26, 2016, by and among Sequenom, Inc., Laboratory Corporation of America Holdings and Savoy Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2016).

SIGNATURE


Number		Description

3.1		Amended and Restated Certificate of Incorporation of Sequenom, Inc.

3.2		Amended and Restated Bylaws of Sequenom, Inc.

4.1		First Supplemental Indenture, dated as of September 7, 2016, by and between Sequenom, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of September 17, 2012 relating to 5.00% Convertible Senior Notes due 2017.

4.2		First Supplemental Indenture, dated as of September 7, 2016, by and between Sequenom, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of June 9, 2015 relating to 5.00% Convertible Senior Notes due 2018.

~~Pursuant~~SIGNATURE ~~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.~~

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.

EXHIBIT INDEX


Number		Description

2.1		Agreement and Plan of Merger, dated as of July 26, 2016, by and among Sequenom, Inc., Laboratory Corporation of America Holdings and Savoy Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2016).

3.1		Amended and Restated Certificate of Incorporation of Sequenom, Inc.

3.2		Amended and Restated Bylaws of Sequenom, Inc.

4.1		First Supplemental Indenture, dated as of September 7, 2016, by and between Sequenom, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of September 17, 2012 relating to 5.00% Convertible Senior Notes due 2017.

4.2		First Supplemental Indenture, dated as of September 7, 2016, by and between Sequenom, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of June 9, 2015 relating to 5.00% Convertible Senior Notes due 2018.

SEQUENOM, INC.

Dated: July 27, 2016

/s/ Jeffrey D. Linton

Jeffrey D. Linton

Senior Vice President, General Counsel and Secretary

Filing Compare · SEQUENOM INC