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): August 1, 2008
DexCom, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-51222 | 33-0857544 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 6340 Sequence Drive, San Diego, CA | 92121 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(858) 200-0200
(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 (see General Instruction A.2. below):
| ¨ | 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) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02: | Results of Operations and Financial Condition. |
On August 5, 2008 DexCom, Inc. (“DexCom”) issued a press release announcing its financial results for the quarter ended June 30, 2008 and certain other information. This press release has been furnished as Exhibit 99.01 to this report and is incorporated herein by this reference.
The information in this report, including the exhibit hereto, is furnished pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of DexCom under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
| Item 5.02: | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
| (b&e) | On August 1, 2008, Rodney Kellogg, Vice President of Sales, notified DexCom that he resigned effective immediately. As required under the terms of the Executive Change of Control and Severance Agreement dated October 29, 2007 between DexCom and Mr. Kellogg, Mr. Kellogg entered into a Separation Agreement, pursuant to which he will be paid a lump sum amount equal to twelve months base salary and will be provided with twelve months vesting acceleration and all such shares shall remain exercisable until November 1, 2008. The Separation Agreement is attached as Exhibit 99.02 to this report. |
| Item 9.01: | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Number |
Description | |
| 99.01 | Press release dated August 5, 2008 | |
| 99.02 | Separation Agreement between the Company and Rodney Kellogg | |
SIGNATURES
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 thereunto duly authorized.
| DEXCOM, INC. | ||
| By: | /s/ Steven R. Pacelli | |
| Steven R. Pacelli Senior Vice President of Corporate Affairs | ||
Date: August 5, 2008
Exhibit Index
| Number |
Description | |
| 99.01 | Press Release dated August 5, 2008 | |
| 99.02 | Separation Agreement between the Company and Rodney Kellogg | |