UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A


Amendment No. 1


(Mark One)


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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014


OR


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|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .


Commission File Number: 000-29101


SEQUENOM, INC.


(Exact name of Registrant as specified in its charter)


DELAWARE77-0365889(State or other jurisdictionor incorporation or organization)(I.R.S. EmployerIdentification No.)3595 John Hopkins CourtSan Diego, California92121(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (858) 202-9000


Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $0.001 par value


(Title of class)


The Nasdaq Stock Market, LLC


(Name of Each Exchange on Which Registered)


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes x No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting company filero(Do not check if a smallerreporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o No x




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The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on June 30, 2014 as reported on The Nasdaq Global Select Market, was approximately $446.6 million. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


As of March 3, 2015, there were 117,970,000 shares of the registrant’s Common Stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


Part III incorporates by reference information from the registrant’s definitive proxy statement filed with the Securities and Exchange Commission (the Commission) in connection with the solicitation of proxies for the registrant’s annual meeting of stockholders held on June 17, 2015. Such definitive proxy statement was filed with the Commission prior to 120 days after December 31, 2014.








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EXPLANATORY NOTE


This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Sequenom, Inc. for the fiscal year ended December 31, 2014, originally filed with the Securities and Exchange Commission on March 10, 2015 (the “Original Filing”). We are filing this Amendment solely to refile Exhibit 10.43-Pooled Patents Agreement dated December 2, 2014, by and between the Registrant and Illumina, Inc. In connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment new certifications by our principal executive and principal financial officers.


Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment.


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PART IV


Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


(a)(1)Financial Statements


The financial statements of Sequenom, Inc. are included in the Original Filing.


(a)(2)Financial Statement Schedules





The other financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Filing.


(a)(3) Exhibits


The exhibits listed in the Original Filing are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit has been identified.  A list of the exhibits filed with this Amendment is provided below.


Exhibit NumberDescription of Document10.43*Pooled Patents Agreement dated December 2, 2014 between the Registrant and Illumina, Inc.31.1Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.31.2Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





*Certain confidential portions of this Exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





Date: July 9, 2015





SEQUENOM, INC.By:/s/ William J. WelchWilliam J. WelchChief Executive OfficerBy:/s/ Carolyn D. BeaverCarolyn D. BeaverChief Financial Officer








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