8-KSecurities & Listing

DEXCOM INC 8-K Report, Unregistered Securities Sale (Sep 20, 2010)

Filed September 20, 2010For Securities:DXCM

Summary

This Form 8-K filing by DexCom, Inc. (DXCM) on September 20, 2010, reports the complete conversion of its 4.75% Convertible Senior Notes due 2027. On September 15, 2010, the company converted the remaining $6,000,000 in aggregate principal amount of these notes, issuing 769,220 shares of common stock at a conversion price of $7.80 per share. This action marks the extinguishment of all outstanding convertible notes. In total, DexCom has issued 7,928,555 shares in exchange for $60,000,000 of principal from these notes. The conversions were conducted under an exemption from registration, specifically Section 3(a)(9) of the Securities Act of 1933, with no commissions or remuneration paid for these exchanges. This event signifies a significant milestone in DexCom's capital structure management, resolving its convertible debt obligations.

Key Highlights

  • 1DexCom, Inc. announced the completion of the conversion of all its 4.75% Convertible Senior Notes due 2027.
  • 2On September 15, 2010, $6,000,000 of principal from these notes was converted into common stock.
  • 3A total of 769,220 shares of DexCom's common stock were issued in this final conversion.
  • 4The conversion price for these notes was $7.80 per share.
  • 5Cumulatively, DexCom has issued 7,928,555 shares for the conversion of $60,000,000 in aggregate principal of the notes.
  • 6No convertible notes remain outstanding as of the filing date (September 20, 2010).
  • 7The conversions were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the completion of the conversion of DexCom's 4.75% Convertible Senior Notes due 2027. This means all of the company's outstanding convertible debt has been exchanged for shares of its common stock.

In the final conversion event on September 15, 2010, DexCom issued 769,220 shares of its common stock at a conversion price of $7.80 per share for $6,000,000 in principal amount of the notes.

The cumulative effect of all conversions has resulted in the issuance of 7,928,555 shares of common stock in exchange for $60,000,000 of convertible notes. This increases the total number of outstanding shares, which can impact earnings per share and shareholder dilution.

No, these conversions were exempt from registration under Section 3(a)(9) of the Securities Act of 1933. This exemption typically applies when a company exchanges its own securities for other of its own securities, without the involvement of underwriters or agents receiving commission.