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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): March 2, 2018  

FLUIDIGM CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware001-3418077-0513190
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

7000 Shoreline Court, Suite 100, South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip Code)

(650) 266-6000
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 
 

Item 8.01. Other Events.

On March 2, 2018, Fluidigm Corporation (the “Company”) entered into separate privately negotiated agreements with certain holders of its outstanding 2.75% Convertible Senior Notes due 2034 (the “Existing Notes”) to exchange in a private placement (the “Exchange Transactions”), approximately $125.0 million in aggregate principal amount of its Existing Notes for approximately $125.0 million in aggregate principal amount of its new 2.75% Exchange Convertible Senior Notes due 2034 (the “Exchange Notes”).

Each $1,000 principal amount of Existing Notes was exchanged for $1,000 principal amount of Exchange Notes.  Following the closing of the Exchange Transactions, the Company anticipates that approximately $76.3 million in aggregate principal amount of Existing Notes will remain outstanding.

The Company expects that the issuance of the Exchange Notes in the Exchange Transactions will close on March 6, 2018.

The Exchange Notes will have an interest rate of 2.75% per year per $1,000, which will accrue on the principal amount of Exchange Notes, payable in cash semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2018, and will mature on February 1, 2034, unless earlier repurchased, redeemed or converted.  Interest on the Exchange Notes will accrue from February 1, 2018.

The Exchange Notes will have an initial conversion rate of 126.9438 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), per $1,000 principal amount, subject to adjustment, and will be convertible into cash, shares of the Company’s Common Stock or any combination of cash and shares of the Company’s Common Stock, at the Company’s election.  The Exchange Notes will be convertible at the option of the holder at any time prior to the business day immediately preceding the maturity date for the Exchange Notes. The Exchange Notes will also be convertible at the Company’s option upon certain conditions specified in the indenture for the Exchange Notes.

In the event of a “fundamental change” (as defined in the indenture for the Exchange Notes), holders of the Exchange Notes may require the Company to repurchase all or a portion of their Exchange Notes at a repurchase price equal to 100% of the accreted principal amount of the Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.  Holders who convert their Exchange Notes voluntarily prior to the exercise of the Company’s issuer conversion option or in connection with a make-whole fundamental change prior to February 6, 2023 will, under, certain circumstances, be entitled to a make-whole premium in the form of an increase in the conversion rate.

Holders of the Exchange Notes will have the right, at their option, to require the Company to purchase their Exchange Notes (i) on February 6, 2023, February 6, 2026 and February 6, 2029 or (ii) if the Company undergoes a fundamental change (as defined in the indenture for the Exchange Notes), in each case, at a repurchase price equal to 100% of the accreted principal amount of the Exchange Notes on the fundamental change repurchase date, plus accrued and unpaid interest, if any, to, but excluding the repurchase date.

On or after February 6, 2022, the Company may elect to redeem all or any portion of the Exchange Notes at a redemption price equal to 100% of the accreted principal amount of the Exchange Notes on the redemption date of the Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

On March 2, 2018, the Company issued a press release with respect to the issuance of the Exchange Notes in the Exchange Transactions.  A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.     Description                                            
99.1 Press Release


SIGNATURE

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.

 FLUIDIGM CORPORATION
   
  
Date: March 2, 2018By: /s/ Vikram Jog        
  Vikram Jog
  Chief Financial Officer
  

EXHIBIT INDEX

 

Exhibit No.     Description                                            
99.1 Press Release

EdgarFiling

EXHIBIT 99.1

Fluidigm Announces Exchange of Convertible Notes

SOUTH SAN FRANCISCO, Calif., March 02, 2018 (GLOBE NEWSWIRE) -- Fluidigm Corporation (NASDAQ:FLDM) today announced that it has entered into separate privately negotiated transactions to exchange approximately $125.0 million in aggregate principal amount of its 2.75% Convertible Senior Notes due 2034 (the “Existing Notes”) for approximately $125.0 million in aggregate principal amount of new 2.75% Exchange Convertible Senior Notes due 2034 (the “Exchange Notes” and such transaction, the “Exchange”). 

Each $1,000 principal amount of Existing Notes will be exchanged for $1,000 principal amount of Exchange Notes. 

The Exchange Notes will be senior, unsecured obligations of Fluidigm and will bear interest at a rate of 2.75% per year.  Interest will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018.  The Exchange Notes will mature on February 1, 2034, unless earlier converted, redeemed or repurchased in accordance with the terms of the Exchange Notes.

The Exchange Notes have an initial conversion rate of 126.9438 common shares per $1,000 principal amount or principal amount at maturity, as applicable, which is equivalent to an initial conversion price of approximately $7.88 per share of Fluidigm’s common stock.  The Exchange Notes will be convertible at the option of the holder at any time prior to the business day immediately preceding the maturity date of the Exchange Notes.  The Exchange Notes will also be convertible at Fluidigm’s option upon certain conditions specified in the indenture for the Exchange Notes (the “Company’s issuer conversion option”).  Upon conversion of the Exchange Notes, holders will receive cash, shares of Fluidigm’s common stock or a combination of cash and shares of Fluidigm’s stock, at Fluidigm’s election. 

Holders of the Exchange Notes will have the right, at their option, to require Fluidigm to purchase their Notes (i) on February 6, 2023, February 6, 2026 and February 6, 2029 or (ii) if Fluidigm undergoes a fundamental change (as defined in the indenture), in each case, at a repurchase price equal to 100% of the accreted principal amount of the Exchange Notes on the fundamental change repurchase date, plus accrued and unpaid interest, if any, to, but excluding, such repurchase date. 

Prior to February 6, 2023, Holders who convert their Exchange Notes voluntarily prior to the exercise of the Company’s issuer conversion option or in connection with a “make-whole fundamental change” (as defined in the indenture), will, under certain circumstances, be entitled to a make-whole premium in the form of an increase in the applicable conversion rate by a number of additional shares for such converting Exchange Note.

On or after February 6, 2022, Fluidigm may redeem the Exchange Notes in cash at a redemption price equal to 100% of the accreted principal amount of the Exchange Notes on the redemption date of the Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Fluidigm anticipates that the closings of the Exchange will occur on or about March 6, 2018, subject to customary closing conditions.  Following the closing of the Exchange, Fluidigm anticipates that $76.3 million in aggregate principal amount of Existing Notes will remain outstanding.

About Fluidigm
Fluidigm (NASDAQ:FLDM) develops, manufactures, and markets life science analytical and preparatory systems for growth markets such as single-cell biology and production genomics. We sell to leading academic institutions, clinical laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology companies worldwide. Fluidigm’s systems are based on proprietary microfluidics and multiparameter mass cytometry technology and are designed to significantly simplify experimental workflow, increase throughput, and reduce costs while providing excellent data quality. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.

Use of Forward-Looking Statements
This press release contains forward-looking statements regarding the anticipated closing date of the Exchange and the anticipated accounting impact of such transactions.  Actual events or results may differ materially from those contained in the forward-looking statements.  Please refer to the documents Fluidigm files from time to time with the Securities and Exchange Commission, specifically Fluidigm's most recent Form 10-K and Form 10-Q.  These documents contain and identify important factors that could cause the actual results for Fluidigm to differ materially from those contained in our forward-looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Contact

Investors:
Ana Petrovic
Director, Corporate Development and Investor Relations
Fluidigm Corporation
650 243 6628
ana.petrovic@fluidigm.com

Media:
Mark Spearman
Senior Director, Corporate Communications
Fluidigm Corporation
650 243 6621
mark.spearman@fluidigm.com