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): March 29, 2006

 

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.)

 

 

 

5555 Oberlin 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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01.              Entry into a Material Definitive Agreement.

 

Effective on March 29, 2006, the Compensation Committee of the Board of Directors of DexCom, Inc. (the “Company”) approved an amendment to the Employment Offer Letter with Andy Rasdal, the Company’s President and Chief Executive Officer, that provides for immediate vesting of all of Mr. Rasdal’s unvested shares upon a change of control event.

 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

 

(a) Exhibits.

 

Exhibit Number

 

Description of Exhibit

99.01

 

Amendment to Offer Letter Agreement, dated March 29, 2006, between the Company and Andy Rasdal.

 

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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 J. Kemper

 

 

Steven J. Kemper

 

Chief Financial Officer

 

 

 

 

Date:

April 4, 2006

 

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