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United States securities and exchange commission logo
June 24, 2020
Michael Hunkapiller
Chief Executive Officer
Pacific Biosciences of California, Inc.
1305 O'Brien Drive
Menlo Park, CA 94025
Re: Pacific Biosciences
of California, Inc.
Registration
Statement on Form S-3
Filed June 10, 2020
File No. 333-239071
Dear Mr. Hunkapiller:
We have limited our review of your registration statement to
those issues we have
addressed in our comment. In our comment, we may ask you to provide us
with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3 filed on June 10, 2020
Description of Capital Stock, page 6
1. We refer you to Article
XI of your bylaws, which identifies the Court of Chancery of the
State of Delaware as
the exclusive forum for certain litigation, including any "derivative
action." Please
describe here the exclusive forum provision and disclose whether this
provision applies to
actions arising under the Securities Act or Exchange Act. We note in
this regard that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to
enforce any duty or liability created by the Exchange Act or the rules
and regulations
promulgated thereunder, and Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability
created by the Securities Act or the rules and regulations thereunder.
To the extent this
provision applies to claims under the Securities Act, please add a risk
Michael Hunkapiller
Pacific Biosciences of California, Inc.
June 24, 2020
Page 2
factor describing the attendant risks, and state in the prospectus that
there is uncertainty
whether a court would enforce the provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please also
ensure that the exclusive forum provision in the governing documents
states this clearly,
or tell us how you will inform investors in future filings that the
provision does not apply
to any actions arising under the Securities Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Christine Westbrook at 202-551-5019 or Joe McCann at
202-551-
6262 with any questions.
Sincerely,
FirstName LastNameMichael Hunkapiller
Division of
Corporation Finance
Comapany NamePacific Biosciences of California, Inc.
Office of Life
Sciences
June 24, 2020 Page 2
cc: Andrew D. Hoffman, Esq.
FirstName LastName