8-KSecurities & Listing

DEXCOM INC 8-K Report, Unregistered Securities Sale (Mar 29, 2010)

Filed March 29, 2010For Securities:DXCM

Summary

This 8-K filing from DexCom, Inc. (DXCM) on March 29, 2010, reports on an unregistered sale of equity securities. Specifically, DexCom entered into an agreement on March 26, 2010, to issue 774,945 shares of its common stock in exchange for $6 million in aggregate principal amount of its 4.75% Convertible Senior Notes due 2027. This transaction is exempt from registration under Section 3(a)(9) of the Securities Act of 1933. This exchange represents a significant portion of DexCom's ongoing effort to retire its convertible debt. To date, the company has exchanged a total of 7,159,335 shares of common stock for $54 million in principal amount of these notes. Investors should note that these exchanges are a method for DexCom to reduce its outstanding debt obligations, which could strengthen its balance sheet.

Key Highlights

  • 1DexCom issued 774,945 shares of common stock on March 26, 2010.
  • 2The shares were issued in exchange for $6 million aggregate principal amount of 4.75% Convertible Senior Notes due 2027.
  • 3No commissions or remuneration were paid for this exchange.
  • 4The transaction is exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
  • 5This is part of an ongoing effort to retire convertible notes.
  • 6As of March 26, 2010, DexCom has exchanged a total of 7,159,335 shares for $54 million in principal amount of notes.

Frequently Asked Questions

The main purpose of this 8-K filing is to report DexCom's issuance of common stock in exchange for a portion of its outstanding convertible senior notes, which is considered an unregistered sale of equity securities.

DexCom is exchanging its stock for convertible notes as a strategy to reduce its outstanding debt. This action aims to deleverage the company's balance sheet by retiring the principal amount of its convertible senior notes.

No, the shares issued in this exchange are not registered with the SEC. The transaction is exempt from registration under Section 3(a)(9) of the Securities Act of 1933, which applies to exchanges by an issuer with its existing security holders.

As of March 26, 2010, DexCom has exchanged a total of $54,000,000 in aggregate principal amount of its 4.75% Convertible Senior Notes due 2027 for its common stock.