01—Abstract
Summary
Summary of the 10-K/A filed April 28, 2005. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 2 to Illumina, Inc.'s Form 10-K for the fiscal year ended January 2, 2005, filed April 28, 2005.
It supplies Part III information (directors, executive compensation, security ownership, related-party transactions, and accounting fees) and Part IV exhibits, and it states that it speaks as of the date of the original Annual Report. It does not contain the company's financial statements, operating results, or business discussion, which the filing says appear in the original Form 10-K filed March 8, 2005. The filing reports that the board had seven members, that Paul Grint, M.D. joined in April 2005, and that R.
Scott Greer resigned in April 2005, leaving one vacancy on the nominating and corporate governance committee. Jay T. Flatley, President and CEO, received a 2004 salary of $399,315a and a bonus of $147,747.
Beneficial ownership as of January 31, 2005 totaled 38,124,708 common shares outstanding, with all directors and executive officers as a group beneficially owning 4,084,280 shares (10.4%b). ARCH Venture Partners, LLC (7.1%) and Federated Investors, Inc. (8.4%) were identified as 5% stockholders based on Schedule 13G filings. Ethical and governance details include an audit committee chaired by Daniel M.
Bradbury, with Karin Eastham identified as the audit committee financial expert. Ernst & Young LLP's audit fees were $312,226c for fiscal 2004 and $135,720 for fiscal 2003, and no audit-related fees were reported for either year. The stock performance graph shows Illumina's cumulative total return at 59.25 on December 31, 2004, compared with 103.03 for the NASDAQ Composite Index and 80.21 for the NASDAQ Pharmaceutical Index, based on a $100 investment on July 27, 2000.
02—Key points
Key Highlights
- Amendment No. 2 supplements Part III and Part IV of the original 10-K for fiscal year ended January 2, 2005, filed March 8, 2005; it does not restate financial statements.
- Board of seven directors; Paul Grint, M.D. joined in April 2005 and R. Scott Greer resigned in April 2005, leaving a committee vacancy.
- Jay T. Flatley's 2004 salary was $399,315 and his bonus was $147,747; he was granted 200,000 options in 2004 at an exercise price of $7.90.
- Directors and executive officers as a group beneficially owned 4,084,280 shares, or 10.4%, as of January 31, 2005, against 38,124,708 shares outstanding.
- 5% holders include Federated Investors, Inc. (8.4%) and ARCH Venture Partners, LLC (7.1%), based on Schedule 13G filings from February 14, 2005.
- Ernst & Young LLP audit fees were $312,226 for fiscal 2004 and $135,720 for fiscal 2003; no audit-related fees were reported.
- Stock performance graph shows a cumulative return index of 59.25 for Illumina at December 31, 2004, versus 103.03 for the NASDAQ Composite and 80.21 for the NASDAQ Pharmaceutical Index.
03—Questions
Frequently Asked Questions
Does this amendment contain Illumina's financial results for fiscal 2004?
No. The filing states that it supplements Part III and Part IV of the original Annual Report and that the financial statements appear in the original Form 10-K filed March 8, 2005. The amendment itself covers directors, executive compensation, security ownership, related-party transactions, and accounting fees.
What did the CEO earn in 2004?
Jay T. Flatley, President and Chief Executive Officer, received a 2004 salary of $399,315, up from $360,400 in 2003, and a bonus of $147,747. He was granted 200,000 stock options in 2004 with an exercise price of $7.90.
Who are the largest outside stockholders?
Based on Schedule 13G filings dated February 14, 2005, Federated Investors, Inc. beneficially owned 3,205,410 shares (8.4%) and ARCH Venture Partners, LLC beneficially owned 2,715,299 shares (7.1%) as of the reporting date.
What board changes occurred around the filing date?
Paul Grint, M.D. became a director in April 2005, and R. Scott Greer resigned from the board that month. The nominating and corporate governance committee now has one vacancy, which the company expects to fill in due course.
How did Illumina's stock perform relative to indices through 2004?
The filing's performance graph, based on a $100 investment on July 27, 2000, shows Illumina at 59.25 on December 31, 2004, compared with 103.03 for the NASDAQ Composite Index and 80.21 for the NASDAQ Pharmaceutical Index. The company states that no cash dividends have been declared.
04—Continue