UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.  )

 

Check the appropriate box:

Accelerate Diagnostics, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

ACCELERATE DIAGNOSTICS, INC.
3950 South Country Club Road, Suite 470
Tucson, Arizona 85714
(520) 365-3100
  
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF STOCKHOLDERS
  
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

July 12, 2013

To the Stockholders of Accelerate Diagnostics, Inc.:

NOTICE IS HEREBY GIVEN that the Board of Directors (the “Board”) of Accelerate Diagnostics, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), has unanimously approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”), have executed an Action by Written Consent of Stockholders approving, an amendment (the “Amendment”) to our Certificate of Incorporation (the “Certificate of Incorporation”) to (i) increase the total number of authorized shares of the Company’s capital stock to 60,000,000 shares and (ii) increase the number of authorized shares of Common Stock to 55,000,000 shares. Previously, the Certificate of Incorporation authorized the Company to issue 50,000,000 shares of capital stock, including 45,000,000 shares of Common Stock.

The accompanying Information Statement, which describes the Amendment in more detail and provides our stockholders with other important information, is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. This Notice and the accompanying Information Statement also serve as notice pursuant to Section 228(e) of the Delaware General Corporation Law and the Exchange Act of the approval by less than the unanimous written consent of the stockholders of the Company with respect to the proposed Amendment. Under the Delaware General Corporation Law, our Certificate of Incorporation and our Bylaws, stockholder action may be taken by written consent without a meeting of stockholders. The Action by Written Consent of Stockholders referenced above, which was executed and delivered to the Company on May 31, 2013 by holders of 21,237,672 shares of our Common Stock (representing approximately 54.7% of the 38,845,209 shares of Common Stock outstanding as of such date), was sufficient to approve the proposed Amendment. Pursuant to Rule 14c-2(b) promulgated under the Exchange Act, the Amendment will not be effected until at least 20 calendar days following the mailing of the accompanying Information Statement to our stockholders. This Information Statement will first be mailed to stockholders on or about July 18, 2013.

Your consent regarding the proposed Amendment is not required and is not being solicited in connection with this corporate action. We are not asking you for a proxy and you are requested not to send us a proxy. The accompanying Information Statement is provided solely for your information.

By order of the Board of Directors,

/s/ Lawrence Mehren
Lawrence Mehren
President and Chief Executive Officer

ACCELERATE DIAGNOSTICS, INC.
3950 South Country Club Road, Suite 470
Tucson, Arizona 85714
(520) 365-3100

 

INFORMATION STATEMENT

 

THE ACCOMPANYING MATERIAL IS BEING PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY. NO VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

THIS INFORMATION STATEMENT WILL FIRST BE MAILED TO
STOCKHOLDERS ON OR ABOUT JULY 18, 2013.

 

Accelerate Diagnostics, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), is sending you this Information Statement solely for the purpose of informing you, as one of our stockholders, in the manner required under Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that our Board of Directors (the “Board”) has unanimously approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”), have executed an Action by Written Consent of Stockholders approving, an amendment (the “Amendment”) to our Certificate of Incorporation (the “Certificate of Incorporation”) to (i) increase the total number of authorized shares of the Company’s capital stock to 60,000,000 shares and (ii) increase the number of authorized shares of Common Stock to 55,000,000 shares. Previously, the Certificate of Incorporation authorized the Company to issue 50,000,000 shares of capital stock, including 45,000,000 shares of Common Stock. No vote or other action is requested or required on your part.

QUESTIONS AND ANSWERS REGARDING THE AMENDMENT TO
OUR CERTIFICATE OF INCORPORATION

The John Patience Trust Dated 7/23/1993 (3,822,525 shares)
Patience Enterprises LP (1,911,263 shares)
Schuler Grandchildren LLC (600,000 shares)
Schuler GC 2010 Continuation Trust (600,000 shares)
Jack W. Schuler Living Trust (6,843,004 shares)
MAB, LLC (1,576,792 shares)
Matthew W. Strobeck (1,911,263 shares)
Oracle Partners, LP (3,533,409 shares)
Oracle Institutional Partners, LP (439,416 shares)

All such stockholders (or the beneficial owners of the shares held by such stockholders) are listed below in the “Security Ownership of Certain Beneficial Owners and Management” section of this Information Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our Common Stock as of May 31, 2013 of (i) each named executive officer and each director of the Company, (ii) all named executive officers and directors as a group, and (iii) each person known to the Company to be the beneficial owner of more than five percent (5%) of our Common Stock. We deem shares of our Common Stock that may be acquired by an individual or group within 60 days of May 31, 2013, pursuant to the exercise of options or warrants or conversion of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such individual or group, but such shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other individual or group shown in the table. Percentage of ownership is based on 38,845,209 shares of Common Stock outstanding on May 31, 2013. The information as to beneficial ownership was either (y) furnished to us by or on behalf of the persons named or (z) determined based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings with respect to our Common Stock. Unless otherwise indicated, the business address of each person listed is c/o Accelerate Diagnostics, Inc., 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714.

Name of Beneficial Owner		Amount & Nature of Beneficial Ownership				Percentage of Class
Named Executive Officers and Directors:
Lawrence Mehren(1)			2,682,389				6.7	%
John Patience(2)			5,744,956				14.8	%
Jack Schuler(3)			8,054,172				20.7	%
Matthew W. Strobeck, Ph.D.(4)			1,922,431				4.9	%
Frank J.M. ten Brink(5)			11,168				*
Steven Reichling			100				*
All named executive officers and directors as a group (6 persons)			18,415,216				46.0	%
Beneficial Owners of 5% of Common Stock:
Larry Feinberg(6)			3,972,825				10.23	%
Oracle Associates, LLC(6)			3,972,825				10.23	%
Oracle Partners, LP(6)			3,533,409				9.1	%

INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as specifically described below or relating to the interests held by such persons through their respective beneficial ownership of the shares of our Common Stock set forth above in the section entitled “Security Ownership of Certain Beneficial Owners and Management,” none of the persons who have served as our officers or directors since the beginning of our last fiscal year, or any associates of such persons, have any substantial interest, direct or indirect, in the Amendment.

Rights Offering — Standby Purchase Agreement with Abeja Ventures, LLC

In connection with the Rights Offering referenced above, we have entered into a Standby Purchase Agreement with Abeja Ventures, LLC (the “Standby Purchaser”), pursuant to which the Standby Purchaser has agreed to acquire from the Company, at the applicable per share subscription price established under the terms of the Rights Offering, any shares of Common Stock that are not subscribed for in connection with the Rights Offering by the record holders of the Company’s common stock (including pursuant to their basic subscription privileges and over-subscription privileges, as specified in the Rights Offering documents). Messrs. Mehren, Patience, Schuler and Strobeck are all directors of the Company and also owners of membership interests in Abeja (either individually or through trusts or entities controlled by them).

To the extent that shares of Common Stock are not subscribed for in connection with the Rights Offering, assuming the Rights Offering is consummated, the Standby Purchaser will acquire such unsubscribed shares, and the beneficial ownership and relative voting power of each of Messrs. Mehren, Patience, Schuler and Strobeck will increase (directly and/or indirectly) as a result of the transactions contemplated by the Standby Purchase Agreement. As noted above, the Standby Purchaser will pay the applicable per share subscription price payable by all stockholders in connection with the Rights Offering for any shares purchased by it pursuant to the Standby Purchase Agreement. In addition, neither the Standby Purchaser nor any of its members or affiliates (including Messrs. Mehren, Patience, Schuler and Strobeck) will receive any fees or other compensation from the Company in exchange for its commitment under the Standby Purchase Agreement. Nevertheless, to the extent that the Amendment is a condition precedent to the Company’s ability to undertake and consummate the Rights Offering and the transactions contemplated by the Standby Purchase Agreement, each of Messrs. Mehren, Patience, Schuler and Strobeck have an interest in these matters based on their membership interests in the Standby Purchaser.

EXPENSE OF INFORMATION STATEMENT

The expenses of preparing and mailing this Information Statement will be borne by the Company. Copies of this Information Statement may be obtained at no charge by writing us at: Accelerate Diagnostics, Inc., 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714, Attn: Steven Reichling, Chief Financial Officer. The Information Statement is also available at: http://www.acceleratediagnostics.com.

ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements, and registration statements with the Securities and Exchange Commission (“SEC”). These filings are available to the public via the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC without charge at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Accelerate Diagnostics, Inc.

/s/ Lawrence Mehren

Lawrence Mehren
President and Chief Executive Officer
July 12, 2013

ANNEX A

ACTION BY WRITTEN CONSENT
OF THE
STOCKHOLDERS

The undersigned, consisting of the stockholders of Accelerate Diagnostics, Inc., a Delaware corporation (the “Corporation”), holding a majority of the outstanding shares of the Corporation’s capital stock entitled to vote on the matters described herein, hereby consent to the following resolutions, by written consent in lieu of a meeting, pursuant to Section 228 of the General Corporation Law of the State of Delaware and the Bylaws of the Corporation:

Approval of Charter Amendment; Increase in Authorized Common Stock

WHEREAS, to raise additional funding for working capital and other corporate purposes, the Board of Directors of the Corporation (the “Board”) has determined that it would be advisable and in the best interests of the Corporation to undertake a rights offering (the “Rights Offering”), whereby the Corporation would issue and offer to each of its existing stockholders as of the record date established by the Board the opportunity to purchase his, her or its pro rata share of newly issued common stock of the Corporation, par value $0.001 per share (“Common Stock”), at the price and on the other terms and conditions approved by the Board;

WHEREAS, the Corporation must amend its Certificate of Incorporation to increase the number of authorized but unissued shares of Common Stock in order to make the Rights Offering feasible;

WHEREAS, the Board has approved, declared the advisability of and recommended that the Corporation’s stockholders approve a proposed amendment to the Certificate of Incorporation in substantially the form attached hereto as Exhibit A (the “Charter Amendment”), which Charter Amendment would (i) increase the total number of authorized shares of the Corporation’s capital stock to 60,000,000 shares and (ii) increase the number of authorized shares of Common Stock to 55,000,000 shares; and

WHEREAS, by execution of this Action by Written Consent, each of the undersigned stockholders desires to approve, authorize, ratify and confirm the Charter Amendment.

NOW, THEREFORE BE IT RESOLVED, that the Charter Amendment, in the form attached hereto as Exhibit A, be, and the same hereby is, approved, authorized, ratified and confirmed in all respects and for all purposes;

FURTHER RESOLVED, that upon receipt of executed counterparts of this written consent from the stockholders holding such number of shares as shall be necessary to approve the Charter Amendment, Lawrence Mehren, Steve Reichling or such other officer(s) designated by them (the “Designated Officers”), be, and each of the Designated Officers acting alone hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take such actions as shall be necessary to effect the filing of the Charter Amendment with the Secretary of State of the State of Delaware, in accordance with the General Corporation Law of the State of Delaware.

General Resolutions

RESOLVED, that all actions taken by the officers and directors of the Corporation, for and on behalf of the Corporation, in connection with or furtherance of the matters described herein, be, and they hereby are, approved, ratified and confirms as the acts of the Corporation; and

RESOLVED, that this Action by Written Consent may be executed in one or more counterparts, all of which together shall be deemed to be one and the same instrument.

*****

EXHIBIT A

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ACCELERATE DIAGNOSTICS, INC.

Accelerate Diagnostics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST:  That the following resolutions were duly adopted by the Corporation’s Board of Directors, in accordance with the Corporation’s Bylaws and the General Corporation Law of the State of Delaware, setting forth a proposed amendment to the Certificate of Incorporation of the Corporation as follows:

RESOLVED, that the Certificate of Incorporation be amended by deleting the current text of the first paragraph of Article IV (Capital Stock) in its entirety and replacing it with the following text (the “Amendment”):

“The Corporation shall be authorized to issue two classes of shares of capital stock, to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock and Preferred Stock that the Corporation shall have the authority to issue is sixty million (60,000,000), of which fifty-five million (55,000,000) shares shall be Common Stock, par value $0.001 per share, and five million (5,000,000) shares shall be Preferred Stock, par value $0.001 per share.”

FURTHER RESOLVED, any officer of the Corporation is authorized and directed to execute and file the Amendment with the Secretary of State of the State of Delaware and to take such further actions and execute such additional documents and make such additional filings as such officer shall determine to be necessary or appropriate to effectuate the foregoing resolutions.

FURTHER RESOLVED, that all actions heretofore taken by the officers, directors, or agents of the Corporation relating to the foregoing resolutions, be, and they are hereby, approved, adopted, ratified, and confirmed in all respects.

SECOND:  The foregoing Amendment to the Certificate of Incorporation was duly adopted by the Corporation’s Board of Directors by written consent in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD:  The foregoing Amendment to the Certificate of Incorporation was duly approved by the Corporation’s stockholders by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by the undersigned duly authorized officer who declares under penalty of perjury that the matters set forth in the foregoing Certificate of Amendment are true and correct to his knowledge.

Dated: , 2013		ACCELERATE DIAGNOSTICS, INC. By:
		Name:   Lawrence Mehren
		Title:    President and Chief Executive Officer