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fluidigm corp form 10-k

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  • FLUIDIGM CORP

    FORM 10-K(Annual Report)

    Filed 02/29/16 for the Period Ending 12/31/15

    Address 7000 SHORELINE COURTSUITE 100SOUTH SAN FRANCISCO, CA 94080

    Telephone 6502666000CIK 0001162194

    Symbol FLDMSIC Code 3826 - Laboratory Analytical Instruments

    Industry Scientific & Technical Instr.Sector Technology

    Fiscal Year 12/31

    http://www.edgar-online.com Copyright 2016, EDGAR Online, Inc. All Rights Reserved.

    Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

    http://www.edgar-online.com

  • UNITED STATES

    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

    ______________________________________

    FORM 10-K(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2015Or

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

    Commission file number: 001-34180______________________________________

    FLUIDIGM CORPORATION(Exact name of registrant as specified in its charter)

    Delaware 77-0513190(State or other jurisdiction of

    incorporation or organization) (I.R.S. Employer

    Identification Number)7000 Shoreline Court, Suite 100

    South San Francisco, California 94080(Address of principal executive offices) (Zip Code)

    (650) 266-6000Registrants telephone number, including area code

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

    Title of each class Name of each exchange on which registeredCommon Stock, $0.001 Par Value per Share The NASDAQ Global Select Market

    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 of 1933, as amended. Yes No

    xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as

    amended. Yes No xIndicate 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 thepast 90 days. Yes x No

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

    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 bestof the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 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 thedefinitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

    Large accelerated filer x Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No xAs of June 30, 2015, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of voting and non-

    voting common equity held by non-affiliates of the registrant was approximately $695,502,434 (based on a closing sale price of $24.20 per share as reported for theNASDAQ Global Select Market on June 30, 2015).

    The number of shares of the registrants common stock, $0.001 par value per share, outstanding as of February 10, 2016 was 28,844,206.______________________________________

    DOCUMENTS INCORPORATED BY REFERENCEThe information called for by Part III of this Annual Report on Form 10-K will be included in an amendment to this Form 10-K or incorporated by reference

    from the registrants definitive Proxy Statement relating to its 2016 Annual Meeting of Stockholders.

  • Fluidigm CorporationFiscal Year 2015

    Form 10-KAnnual Report

    ______________________________________TABLE OF CONTENTS

    PagePART I

    ITEM 1. BUSINESS 1ITEM 1A. RISK FACTORS 13ITEM 1B. UNRESOLVED STAFF COMMENTS 36ITEM 2. PROPERTIES 36ITEM 3. LEGAL PROCEEDINGS 37ITEM 4. MINE SAFETY DISCLOSURE S 37

    PART II

    ITEM 5.

    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES 38

    ITEM 6. SELECTED FINANCIAL DATA 40ITEM 7.

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 54

    ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 56ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57ITEM 9.

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE 90

    ITEM 9A. CONTROLS AND PROCEDURES 90ITEM 9B. OTHER INFORMATION 90

    PART III

    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 91ITEM 11. EXECUTIVE COMPENSATION 91ITEM 12.

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS 91

    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 91ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 91

    PART IV

    ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 95

    i

  • Special Note Regarding Forward-looking Statements and Industry DataThis Form 10-K contains forward-looking statements that are based on our managements beliefs and assumptions and on information currently available to

    our management. The forward-looking statements are contained principally in the sections entitled Business, Risk factors, and Managements discussion andanalysis of financial condition and results of operations. Forward-looking statements include information concerning our possible or assumed future results ofoperations, cash flow, sources of revenue, operating and other expenses, unit sales, business strategies, expansion of our business, financing plans, competitiveposition, industry environment, potential growth opportunities, and the effects of competition. Forward-looking statements include statements that are not historicalfacts and can be identified by terms such as anticipates, believes, could, seeks, estimates, expects, intends, may, plans, potential, predicts,projects, should, will, would, or similar expressions and the negatives of those terms.

    Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, orachievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discussthese risks in greater detail in the section entitled Risk factors and elsewhere in this Form 10-K. Given these uncertainties, you should not place undue relianceon these forward-looking statements.

    Forward-looking statements represent our managements beliefs and assumptions only as of the date of this Form 10-K. Except as required by law, weassume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in theseforward-looking statements, even if new information becomes available in the future. You should read this Form 10-K completely and with the understanding thatour actual future results may be materially different from what we expect.

    ____________________________

    Fluidigm, the Fluidigm logo, Access Array, Biomark, C1, Callisto, CyTOF, Delta Gene, Digital Array, Dynamic Array, EP1, FC1,Flex Six, Helios, High-Precision 96.96 Genotyping, Juno, Maxpar, MSL, Nanoflex Open App, Polaris, Script Builder, Script Hub,Singular, SNP Trace and SNP Type are trademarks or registered trademarks of Fluidigm Corporation. Other service marks, trademarks and trade namesreferred to in this Form 10-K are the property of their respective owners.

    ____________________________

    Unless the context requires otherwise, references in this Annual Report on Form 10-K to Fluidigm, the Company, we, us, and our refer toFluidigm Corporation and its subsidiaries.

  • PART I

    ITEM 1. BUSINESSOverview

    We create, manufacture, and market innovative technologies and life science tools focused on the exploration and analysis of single cells, as well as theindustrial application of genomics, based upon our core microfluidics and mass cytometry technologies. We sell instruments and consumables, including integratedfluidic circuits, or IFCs, assays, and reagents, to academic institutions, clinical laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology, orAg-Bio, companies.

    Single-cell analysis is a rapidly-growing field that we believe has the potential to revolutionize basic discovery in biology and lead to new and better ways todiagnose and treat disease. We pioneered a field that is now known as single-cell genomics and, through our acquisition of DVS Sciences, Inc., or DVS, inFebruary 2014, we expanded into the field of

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