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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(3)
File No. 333-213074
PROSPECTUS
$350,000,000
GENOMIC HEALTH, INC.
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
We may, from time to time, offer and sell the securities identified above in one or more offerings. The aggregate initial offering price of all
securities sold under this prospectus will not exceed $350,000,000.
This
prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities
in supplements to this prospectus. The prospectus supplements will also describe the manner in which these securities will be offered and may also add to, update or change information contained in
this prospectus. You should read carefully this prospectus and the accompanying prospectus supplement before you invest.
We
may offer and sell these securities separately or together in any combination for sale directly to investors or through underwriters, dealers or agents. If any underwriters, dealers
or agents are involved in the sale of any of these securities, we will set forth their names and describe their compensation in the applicable prospectus supplement.
Our
common stock is listed on The NASDAQ Global Select Market under the symbol "GHDX." On August 24, 2016, the last reported sale price of our common stock on The NASDAQ Global
Select Market was $26.29 per share.
Investing in our securities involves risks. See the section entitled "Risk Factors" included in or incorporated by reference into the accompanying
prospectus supplement and in the documents we incorporate by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 25, 2016
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We
have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus and any
prospectus supplement, or incorporated by reference, is accurate only as of the dates of those documents. Our business, financial condition, results of operations and prospects may have changed since
those dates.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a "shelf"
registration, or continuous offering, process. Under this shelf registration process, we may, from time to time, offer and sell separately or together in any combination the securities described in
this prospectus in one or more offerings up to a maximum aggregate offering price of $350,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering and the offered securities. Any prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make
in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide
more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the
SEC and any prospectus supplement, together with additional information described under the heading "Where You Can Find More Information," before making your investment decision.
Unless
the context otherwise requires, references in this prospectus to "Genomic Health," "we," "us" and "our" refer to Genomic Health, Inc. and its subsidiaries.
The
Genomic Health logo, Onco
type
, Onco
type
DX, Recurrence Score, DCIS Score,
Onco
type
SEQ, and Onco
type
IQ are trademarks or registered trademarks of Genomic Health, Inc. All
other trademarks and service marks are the property of their respective owners.
RISK FACTORS
Investing in our securities involves risk. The prospectus supplement relating to a particular offering will contain or incorporate by
reference a discussion of risks applicable to an investment in the securities offered. Prior to making a decision about investing in our securities, you should carefully consider the specific factors
discussed under the heading "Risk Factors" included in or incorporated by reference into the applicable prospectus supplement together with all of the other information contained in the prospectus
supplement or appearing in or incorporated by reference into this prospectus, including the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered
securities.
GENOMIC HEALTH, INC.
Genomic Health, Inc. is a global healthcare company that provides clinically-actionable genomic information to personalize
cancer treatment.
Genomic
Health, Inc. was incorporated in Delaware in August 2000. Our principal executive offices are located at 301 Penobscot Drive, Redwood City, California 94063, and our
telephone number is (650) 556-9300. Our website address is www.genomichealth.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you
should not consider any information on, or accessible through, our website as part of this prospectus.
FORWARD-LOOKING STATEMENTS
When used in this prospectus, the words "expects," "believes," "anticipates," "estimates," "may," "could," "intends," and similar
expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from
those projected or otherwise implied by the forward-looking statements. These
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forward-looking
statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss
many of these risks and uncertainties in greater detail in any prospectus supplement under the heading "Risk Factors." Additional cautionary statements or discussions of risks and uncertainties that
could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus.
These
forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You
should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities
offered by this prospectus for general corporate purposes. General corporate purposes may include additions to working capital, financing of capital expenditures, repurchases of stock, and future
acquisitions and strategic investment opportunities. Unless we state otherwise in the applicable prospectus supplement, pending the application of net proceeds, we expect to invest the net proceeds in
investment grade, interest-bearing securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for each of the periods indicated are set forth in the following table. The ratio of earnings
to fixed charges is computed by dividing income (loss) before income taxes plus fixed charges by fixed charges. Fixed charges consist of the estimated portion of rental expense deemed by us to be
representative of the interest factor of rental payments under operating leases. We did not have any preferred stock outstanding during the periods indicated below and, accordingly, have not included
ratios of earnings to combined fixed charges and preferred stock dividends because those ratios would be identical to the ratios of earnings to fixed charges.
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Year Ended December 31,
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Six Months
Ended
June 30, 2016
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2011
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2012
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2013
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2014
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2015
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Ratio of earnings to fixed charges(1)
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35.6x
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22.3x
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NM
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NM
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NM
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NM
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(1)
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NMNot
meaningful. Earnings were insufficient to cover fixed charges by $12.4 million for the year ended December 31, 2013,
$24.2 million for the year ended December 31, 2014, $34.3 million for the year ended December 31, 2015, and $11.8 million for the six months ended June 30,
2016.
DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms of the debt securities. We will file a prospectus supplement that may contain
additional terms when we issue debt securities. The terms presented here, together with the terms in a related prospectus supplement, together with any pricing supplement or term sheet, will be a
description of the material terms of the debt securities.
We
may issue, from time to time, debt securities, in one or more series. These debt securities that we may issue include senior debt securities, senior subordinated debt securities,
subordinated debt securities, convertible debt securities and exchangeable debt securities. The debt securities we offer will be issued under an indenture between us and the trustee named in the
indenture. The following is a summary of the material provisions of the form of indenture filed as an exhibit to the registration
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statement
of which this prospectus is a part. All capitalized terms have the meanings specified in the indenture. For each series of debt securities, the applicable prospectus supplement for the
series may change and supplement the summary below.
As
used in this section only, "we," "us" and "our" refer to Genomic Health, Inc. excluding our subsidiaries, unless expressly stated or the context otherwise requires.
General Terms of the Indenture
The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities for any
series of debt securities up to the principal amount that we may authorize. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the
indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition
or transactions involving us. For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable prospectus supplement for those debt
securities.
We
may issue the debt securities issued under the indenture as "discount securities," which means they may be sold at a discount below their stated principal amount. These debt
securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with "original issue discount," or
OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described
in more detail in any applicable prospectus supplement.
You
should refer to the prospectus supplement relating to a particular series of debt securities for a description of the following terms of the debt securities offered by that
prospectus supplement and by this prospectus:
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the title of those debt securities;
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any limit on the aggregate principal amount of that series of debt securities;
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the date or dates on which principal and premium, if any, of the debt securities of that series is payable;
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the interest rate or rates (which may be fixed or variable) or the method used to determine the rate or rates, and the date or dates
from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and related record dates;
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the right, if any, to extend the interest payment periods and the duration of the extensions;
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if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or
currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto;
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the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that
series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange;
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the period or periods within which, the price or prices at which, and other terms and conditions upon which those debt securities may
be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option;
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our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous
provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that
obligation;
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the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt;
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the denominations in which those debt securities will be issuable;
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if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon
acceleration of maturity as a result of a default on our obligations;
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whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the
depositary for those global securities;
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if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our
election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or other property, or the manner of determining that amount, and the
period or periods within which, and the terms and conditions upon which, any such election may be made;
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the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this
prospectus;
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conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto;
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whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture;
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the nature and terms of any security for any secured debt securities;
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the terms applicable to any debt securities issued at a discount from their stated principal amount; and
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any other specific terms of any debt securities.
The
applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation
system on which any debt securities are to be listed or quoted.
Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and
conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following:
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the conversion or exchange price;
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the conversion or exchange period;
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provisions regarding our ability or the ability of any holder to convert or exchange the debt securities;
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events requiring adjustment to the conversion or exchange price; and
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provisions affecting conversion or exchange in the event of our redemption of the debt securities.
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Consolidation, Merger or Sale
We cannot consolidate with or merge with or into, or transfer or lease all or substantially all of our assets to, any person, unless we
are the surviving corporation or the successor person is a corporation organized under the laws of the United States, any state of the United States or the District of Columbia and expressly assumes
our obligations under the debt securities and the indenture. In addition, we cannot complete such a transaction unless immediately after completing the transaction, no event of default under the
indenture, and no event that, after notice or lapse of time or both, would become an event of default under the indenture, has occurred and is continuing. When the successor person has assumed our
obligations under the debt securities and the indenture, we will be discharged from all our obligations under the debt securities and the indenture except in limited circumstances.
This
covenant would not apply to any recapitalization transaction, a change of control affecting us or a highly leveraged transaction, unless the transaction or change of control were
structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.
Events of Default
The indenture provides that the following will be "events of default" with respect to any series of debt
securities:
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failure to pay interest for 30 days after the date payment is due and payable;
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failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or
otherwise and, in the case of technical or administrative difficulties, only if such default persists for a period of more than three business days;
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failure to make sinking fund payments when due and continuance of such default for a period of 30 days;
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failure to perform other covenants for 60 days after notice that performance was required;
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certain events in bankruptcy, insolvency or reorganization relating to us; or
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any other event of default provided in the applicable officer's certificate, resolution of our board of directors or the supplemental
indenture under which we issue a series of debt securities.
An
event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture. For
each series of debt securities, any modifications to the above events of default will be described in the applicable prospectus supplement for those debt securities.
The
indenture provides that if an event of default specified in the first, second, third, fourth or sixth bullets above occurs and is continuing, either the trustee or the holders of at
least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of all those debt securities (or, in the case of discount securities or
indexed securities, that portion of the principal amount as may be specified in the terms of that series) to be due and payable immediately. If an event of default specified in the fifth bullet above
occurs and is continuing, then the principal amount of all those debt securities (or, in the case of discount securities or indexed securities, that portion of the principal amount as may be specified
in the terms of that series) will be due and payable immediately, without any declaration or other act on the part of the trustee or any holder. In certain cases, holders of a majority in principal
amount of the outstanding debt securities of any series may, on behalf of holders of all those debt securities, rescind and annul a declaration of acceleration.
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The
indenture imposes limitations on suits brought by holders of debt securities against us. Except for actions for payment of overdue principal or interest, no holder of debt securities
of any series may institute any action against us under the indenture unless:
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the holder has previously given to the trustee written notice of default and continuance of such default;
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the holders of at least 25% in principal amount of the outstanding debt securities of the affected series have requested that the
trustee institute the action;
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the requesting holders have offered the trustee indemnity for the reasonable expenses and liabilities that may be incurred by bringing
the action;
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the trustee has not instituted the action within 60 days of the request and offer of indemnity; and
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the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt
securities of the affected series.
We
will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in the performance,
observance or fulfillment of any condition or covenant of the indenture.
Discharge, Defeasance and Covenant Defeasance
We can discharge or decrease our obligations under the indenture as stated below.
We
may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that have either become due and payable
or are by their terms to become due and payable, or are scheduled for redemption, within one year. We may effect a discharge by irrevocably depositing with the trustee cash or government obligations,
as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, and any premium and interest on, the debt securities and any
mandatory sinking fund payments.
Unless
otherwise provided in the applicable prospectus supplement, we may also discharge any and all of our obligations to holders of any series of debt securities at any time, which we
refer to as
defeasance. We may also be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the indenture, and we may omit to comply with those
covenants without creating an event of default under the trust declaration, which we refer to as covenant defeasance. We may effect defeasance and covenant defeasance only if, among other
things:
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we irrevocably deposit with the trustee cash or government obligations denominated in the currency of the debt securities, as trust
funds, in an amount certified to be enough to pay at maturity, or upon redemption, the principal (including any mandatory sinking fund payments) of, and any premium and interest on, all outstanding
debt securities of the series; and
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we deliver to the trustee an opinion of counsel from a nationally recognized law firm to the effect that the holders of the series of
debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance or covenant defeasance and that defeasance or covenant defeasance will not
otherwise alter the holders' U.S. federal income tax treatment of principal, and any premium and interest payments on, the series of debt securities.
In
the case of a defeasance by us, the opinion we deliver must be based on a ruling of the Internal Revenue Service issued, or a change in U.S. federal income tax law occurring, after
the date of the indenture, since such a result would not occur under the U.S. federal income tax laws in effect on that date.
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Although
we may discharge or decrease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the
transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any
series of debt securities.
Modification of the Indenture
The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt
securities to, among other things:
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evidence the assumption by a successor entity of our obligations;
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add to our covenants for the benefit of the holders of debt securities, or to surrender any rights or power conferred upon us;
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add any additional events of default;
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add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no
outstanding debt security which is entitled to the benefit of the provision as to which the modification would apply;
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add guarantees with respect to or secure any debt securities;
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establish the forms or terms of debt securities of any series;
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evidence and provide for the acceptance of appointment by a successor trustee and add to or change any of the provisions of the
indenture as is necessary for the administration of the trusts by more than one trustee;
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cure any ambiguity or correct any inconsistency or defect in the indenture;
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modify, eliminate or add to the provisions of the indenture as shall be necessary to effect the qualification of the indenture under
the Trust Indenture Act of 1939 or under any similar federal statute later enacted, and to add to the indenture such other provisions as may be expressly required by the Trust Indenture Act; and
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make any other provisions with respect to matters or questions arising under the indenture that will not be inconsistent with any
provision of the indenture as long as the new provisions do not adversely affect the interests of the holders of any outstanding debt securities of any series created prior to the modification.
The
indenture also provides that we and the trustee may, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of each series of
debt securities affected by such supplemental indenture then outstanding, add any provisions to, or change in any manner, eliminate or modify in any way the provisions of, the indenture or any
supplemental indenture or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt
security affected thereby:
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extend the final maturity of any debt security;
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reduce the principal amount or premium, if any;
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reduce the rate or extend the time of payment of interest;
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reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration;
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change the currency in which the principal, and any premium or interest, is payable;
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impair the right to institute suit for the enforcement of any payment on any debt security when due;
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if applicable, adversely affect the right of a holder to convert or exchange a debt security; or
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reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture or
for waivers of compliance with or defaults under the indenture with respect to debt securities of that series.
The
indenture provides that the holders of not less than a majority in aggregate principal amount of the then outstanding debt securities of any series, by notice to the relevant
trustee, may on behalf of the holders of the debt securities of that series waive any default and its consequences under the indenture except:
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a default in the payment of, any premium and any interest on, or principal of, any such debt security held by a nonconsenting holder;
or
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a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder
of each outstanding debt security of each series affected.
Concerning the Trustee
The indenture provides that there may be more than one trustee under the indenture, each for one or more series of debt securities. If
there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee
under that indenture. Except as otherwise indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only on the one or more
series of debt securities for which it is the trustee under the indenture. Any trustee under the indenture may resign or be removed from one or more series of debt securities. All payments of
principal of, and any premium and interest on, and all registration, transfer, exchange, authentication and delivery of, the debt securities of a series will be effected by the trustee for that series
at an office designated by the trustee in New York, New York.
The
indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. During the
existence of an event of default, the trustee will exercise those rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
If
the trustee becomes a creditor of ours, the indenture places limitations on the right of the trustee to obtain payment of claims or to realize on property received in respect of any
such claim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties concerning the debt securities, however, it must
eliminate the conflict or resign as trustee.
No Individual Liability of Incorporators, Stockholders, Officers or Directors
The indenture provides that no past, present or future director, officer, stockholder or employee of ours, any of our affiliates, or
any successor corporation, in their capacity as such, shall have any individual liability for any of our obligations, covenants or agreements under the debt securities or the indenture.
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Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
DESCRIPTION OF CAPITAL STOCK
This section describes the general terms and provisions of the shares of our common stock, par value $0.0001 per share, and preferred
stock, par value $0.0001 per share. This description is only a summary. Our restated certificate of incorporation and our amended and restated bylaws have been filed as exhibits to our periodic
reports filed with the SEC, which are incorporated by reference in this prospectus. You should read our restated certificate of incorporation and our amended and restated bylaws for additional
information before you buy any of our common stock, preferred stock or other securities. See "Where You Can Find More Information."
Common Stock
We are authorized to issue up to 100,000,000 shares of common stock. As of July 31, 2016, there were 33,346,969 shares of common
stock issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for
cumulative voting for the election of directors in our restated certificate of incorporation. This means that the holders of a majority of the shares voted can elect all of the directors then standing
for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of
assets legally available at the times and in the amounts that our board of directors may determine from time to time. Upon our liquidation, dissolution or winding-up, the holders of common stock are
entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock. Holders of common stock have no preemptive or
conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and
nonassessable.
Preferred Stock
We are authorized to issue up to 5,000,000 shares of preferred stock. As of July 31, 2016, no shares of preferred stock were
issued and outstanding. We may issue preferred stock, in series, with such designations, powers, preferences and other rights and qualifications, limitations or restrictions as our board of directors
may authorize, without further action by our stockholders, including:
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the distinctive designation of each series and the number of shares that will constitute the series;
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the voting rights, if any, of shares of the series and the terms and conditions of the voting rights;
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the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction, limitation or condition upon
the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate;
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the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the shares are redeemable;
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the terms and conditions of a sinking or purchase fund for the purchase or redemption of shares of the series, if such a fund is
provided;
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any preferential amount payable upon shares of the series in the event of our liquidation, dissolution or winding up, or upon the
distribution of any of our assets; and
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the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of the series may be
converted or exchanged into other securities, if the shares are convertible or exchangeable.
The
particular terms of any series of preferred stock, and the transfer agent and registrar for that series, will be described in a prospectus supplement. Any material United States
federal income tax consequences and other special considerations with respect to any preferred stock offered under this prospectus will also be described in the applicable prospectus supplement.
The
issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or adversely affect the rights and powers,
including voting rights, of the holders of our common stock. The issuance of preferred stock could have the effect of
delaying, deferring or preventing a change in control of our company, which could depress the market price of our common stock.
Certain Provisions of Delaware Law and of the Charter and Bylaws
The provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws described below may have
the effect of delaying, deferring or discouraging another party from acquiring control of us.
Delaware Law.
We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware regulating
corporate
takeovers. In general, those provisions prohibit a publicly-held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following
the date that the stockholder became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (1) shares owned
by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer; or
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on or after the date the business combination is approved by the board of directors of the corporation and authorized at a meeting of
stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Section 203
defines "business combination" to include the following:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested stockholder; or
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity
or person affiliated with or controlling or controlled by any of these entities or persons.
A
Delaware corporation may opt out of these provisions either with an express provision in its original certificate of incorporation or in an amendment to its certificate of
incorporation or bylaws approved by its stockholders. However, we have not opted out, and do not currently intend to opt out of, these provisions. The statute could prohibit or delay mergers or other
takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.
Charter and Bylaws.
Our restated certificate of incorporation and amended and restated bylaws provide
that:
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our bylaws may be amended or repealed only by a two-thirds vote of our board of directors or a two-thirds stockholder vote;
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no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our
bylaws, and stockholders may not act by written consent;
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stockholders may not call special meetings of the stockholders or fill vacancies on the board;
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the approval of holders of two-thirds of the shares entitled to vote at an election of directors is required to amend or repeal the
provisions of our certificate of incorporation regarding the inability of stockholders to take action by written consent;
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our board of directors is authorized to issue preferred stock without stockholder approval; and
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we will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from
their services to us, which may include services in connection with takeover defense measures.
Transfer Agent
The transfer agent and registrar for our common stock is Computershare Trust Company, Inc.
DESCRIPTION OF DEPOSITARY SHARES
The following description of the depositary shares does not purport to be complete and is subject to and qualified in its entirety by
the relevant deposit agreement and the depositary receipts with respect to the depositary shares relating to any particular series of preferred stock. You should read these documents as they, and not
this description, will define your rights as a holder of depositary shares. Forms of these documents will be filed with the SEC in connection with the offering of depositary shares.
General
If we elect to offer fractional interests in shares of preferred stock, we will provide for the issuance by a depositary to the public
of receipts for depositary shares. Each depositary share will represent fractional interests of preferred stock. We will deposit the shares of preferred stock underlying the depositary shares under a
deposit agreement between us and a bank or trust company selected by us. The bank or trust company must have its principal office in the United States and a combined capital and surplus of at least
$50 million. The depositary receipts will evidence the depositary shares issued under the deposit agreement.
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The
deposit agreement will contain terms applicable to the holders of depositary shares in addition to the terms stated in the depositary receipts. Each owner of depositary shares will
be entitled to all the rights and preferences of the preferred stock underlying the depositary shares in proportion to the applicable fractional interest in the underlying shares of preferred stock.
The depositary will issue the depositary receipts to individuals purchasing the fractional interests in shares of the related preferred stock according to the terms of the offering described in a
prospectus supplement.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received for the preferred stock to the entitled record
holders of depositary shares in proportion to the number of depositary shares that the holder owns on the relevant record date. The depositary will distribute only an amount that can be distributed
without attributing to any holder of depositary shares a fraction of one cent. The depositary will add the undistributed balance to and treat it as part of the next sum received by the depositary for
distribution to holders of depositary shares.
If
there is a non-cash distribution, the depositary will distribute property received by it to the entitled record holders of depositary shares, in proportion, insofar as possible, to
the number of depositary shares owned by the holders, unless the depositary determines, after consultation with us, that it is not feasible to make such distribution. If this occurs, the depositary
may, with our approval, sell such property and distribute the net proceeds from the sale to the holders. The deposit agreement also will contain provisions relating to how any subscription or similar
rights that we may offer to holders of the preferred stock will be available to the holders of the depositary shares.
Conversion, Exchange, Redemption and Liquidation
If any series of preferred stock underlying the depositary shares may be converted or exchanged, each record holder of depositary
receipts will have the right or obligation to convert or exchange the depositary shares represented by the depositary receipts.
The
terms on which the depositary shares relating to the preferred stock of any series may be redeemed, and any amounts distributable upon our liquidation, dissolution or winding up,
will be described in the relevant prospectus supplement.
Voting
When the depositary receives notice of a meeting at which the holders of the preferred stock are entitled to vote, the depositary will
mail the particulars of the meeting to the record holders of the depositary shares. Each record holder of depositary shares on the record date may instruct the depositary on how to vote the shares of
preferred stock underlying the holder's depositary shares. The depositary will try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the
instructions. We will agree to take all reasonable action requested by the depositary to enable it to vote as instructed.
Amendments
We and the depositary may agree to amend the deposit agreement and the depositary receipt evidencing the depositary shares. Any
amendment that (a) imposes or increases certain fees, taxes or other charges payable by the holders of the depositary shares as described in the deposit agreement or that (b) otherwise
prejudices any substantial existing right of holders of depositary shares, will not take effect until 30 days after the depositary has mailed notice of the amendment to the record holders of
depositary shares. Any holder of depositary shares that continues to hold its shares at the end of the 30-day period will be deemed to have agreed to the amendment.
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Termination
We may direct the depositary to terminate the deposit agreement by mailing a notice of termination to holders of depositary shares at
least 30 days prior to termination. In addition, a deposit agreement will automatically terminate if:
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the depositary has redeemed all related outstanding depositary shares, or
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we have liquidated, terminated or wound up our business and the depositary has distributed the preferred stock of the relevant series
to the holders of the related depositary shares.
Payment of Fees and Expenses
We will pay all fees, charges and expenses of the depositary, including the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges as are stated in the deposit agreement for their accounts.
Resignation and Removal of Depositary
At any time, the depositary may resign by delivering notice to us, and we may remove the depositary. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or
trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.
Reports
The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the
depositary and that we are required by law, the rules of an applicable securities exchange or our restated certificate of incorporation to furnish to the holders of the preferred stock. Neither we nor
the depositary will be liable if the depositary is prevented or delayed by law or any circumstances beyond its control in performing its obligations under the deposit agreement. The deposit agreement
limits our obligations and the depositary's obligations to performance in good faith of the duties stated in the deposit agreement. Neither we nor the depositary will be obligated to prosecute or
defend any legal proceeding connected with any depositary shares or preferred stock unless the holders of depositary shares requesting us to do so furnish us with satisfactory indemnity. In performing
our obligations, we and the depositary may rely upon the written advice of our counsel or accountants, on any information that competent people provide to us and on documents that we believe are
genuine.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock, common stock, depositary shares, or any combination
thereof. We may issue warrants independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from the other offered securities. Each
series of warrants may be issued under a separate warrant agreement to be entered into by us with a warrant agent. The applicable warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. Further terms of the warrants and the applicable warrant
agreements will be set forth in the applicable prospectus supplement.
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The
applicable prospectus supplement relating to any particular issue of warrants will describe the terms of the warrants, including, as applicable, the
following:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, terms and number of shares of debt securities, preferred stock or common stock purchasable upon exercise of the
warrants;
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the designation and terms of the offered securities, if any, with which the warrants are issued and the number of the warrants issued
with each offered security;
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the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately
transferable;
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the price at which each share of debt securities, preferred stock or common stock purchasable upon exercise of the warrants may be
purchased;
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the date on which the right to exercise the warrants shall commence and the date on which that right shall expire;
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the minimum or maximum amount of the warrants which may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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a discussion of certain federal income tax considerations; and
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
We
and the applicable warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.
FORMS OF SECURITIES
Each debt security, depositary share and warrant will be represented either by a certificate issued in definitive form to a particular
investor or by one or more global securities representing the entire issuance of securities. Unless the applicable prospectus supplement provides otherwise, certificated securities will be issued in
definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these
securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, depositary shares or warrants represented by these global
securities. The depositary maintains a computerized system that will reflect each investor's beneficial ownership of the securities through an account maintained by the investor with its
broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered Global Securities
We may issue the registered debt securities, depositary shares and warrants in the form of one or more fully registered global
securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In
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those
cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be
represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a
whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the
prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold
interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the
respective principal or face amounts of the securities beneficially owned by the participants. Any underwriters, dealers or agents participating in the distribution of the securities will designate
the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records
maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states
may require that some purchasers of securities take
physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the securities represented by the registered global security for all purposes under the applicable indenture, deposit agreement, warrant agreement or rights agreement. Except as described
below, owners of beneficial interests in a registered global security:
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will not be entitled to have the securities represented by the registered global security registered in their names;
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will not receive or be entitled to receive physical delivery of the securities in definitive form; and
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will not be considered the owners or holders of the securities under the applicable indenture, deposit agreement, warrant agreement or
rights agreement.
Accordingly,
each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that
person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, deposit agreement,
warrant agreement or rights agreement.
We
understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take
any action that a holder is entitled to give or take under the applicable indenture, deposit agreement or warrant agreement, the depositary for the registered global security would authorize the
participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would
otherwise act upon the instructions of beneficial owners holding through them.
We
will make payments of principal, premium, if any, and interest, if any, on debt securities, and any payments to holders with respect to depositary shares or warrants, represented by a
registered
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global
security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of us, the
trustees, the depositaries for depositary shares, the warrant agents or any other agent of ours, agent of the trustees, agent of such depositaries or agent of the warrant agents will have any
responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising
or reviewing any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of
underlying securities or other property to holders on that registered global security, will immediately credit participants' accounts in amounts proportionate to their respective beneficial interests
in that registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners
of beneficial interests in a registered global security held through the participants, as is now the case with the securities held for the accounts of customers registered in "street name." We also
expect that any of these payments will be the responsibility of those participants.
If
the depositary for any of the securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, or Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days,
we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered
global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the
depositary's instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been
held by the depositary.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus to one or more underwriters or dealers for public offering and sale by them or to
investors directly or through agents. The accompanying prospectus supplement will set forth the terms of the offering and the method of
distribution and will identify any firms acting as underwriters, dealers or agents in connection with the offering, including:
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the name or names of any underwriters, dealers or agents;
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the purchase price of the securities and the proceeds to us from the sale;
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any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities offered in the prospectus supplement may be listed.
Only
those underwriters identified in such prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
The
distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the
applicable prospectus supplement specifies. The securities may be sold through an at the market offering, a rights offering,
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forward
contracts or similar arrangements. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable
prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will
be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge
securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other
third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
In
connection with the sale of the securities, underwriters, dealers or agents may be deemed to have received compensation from us in the form of underwriting discounts or commissions
and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agent.
We
will provide in the applicable prospectus supplement information regarding any underwriting discounts or other compensation that we pay to underwriters or agents in connection with
the securities offering, and any discounts, concessions or commissions that underwriters allow to dealers. Underwriters, dealers and agents participating in the securities distribution may be deemed
to be underwriters, and any discounts, commissions or concessions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution
toward specific civil liabilities, including liabilities under the Securities Act. Some of the underwriters, dealers or agents who participate in the securities distribution may engage in other
transactions with, and perform other services for, us or our subsidiaries in the ordinary course of business.
Our
common stock is currently listed on The NASDAQ Global Select Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering
of securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of
the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding
for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them
are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
LEGAL MATTERS
The validity of any securities offered by this prospectus will be passed upon for us by Pillsbury Winthrop Shaw Pittman LLP.
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EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and
schedule included in our Annual Report on Form 10-K for the year ended December 31, 2015, and the effectiveness of our internal control over financial reporting as of December 31,
2015, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in this registration statement. Our financial statements and schedule are incorporated by
reference in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus is part of the
registration statement but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy the registration statement and any other document we file with the SEC at the public reference room maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that website is http://www.sec.gov. The
information on the SEC's website is not part of this prospectus, and any references to this website or any other website are inactive textual references only.
The
SEC permits us to "incorporate by reference" the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring
you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same
care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this
prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this
prospectus:
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our Annual Report on Form 10-K for the year ended December 31, 2015;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016;
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our Current Reports on Form 8-K dated February 22, 2016, June 15, 2016 and June 23, 2016; and
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the description of our common stock contained in our Registration Statement on Form 8-A filed on September 26, 2005,
including any amendment or report filed for the purpose of updating such description.
We
also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial
filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination of
any offering of securities offered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC
rules.
You
may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus, at no cost, by writing or telephoning us at the following address
and number: Investor Relations, Genomic Health, Inc., 301 Penobscot Drive, Redwood City, California 94063, telephone (650) 556-9300. We will not, however, send exhibits to those
documents, unless the exhibits are specifically incorporated by reference in those documents.
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