DEXCOM INC (Form: S-8, Received: 04/14/2005 06:13:41)

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As filed with the Securities and Exchange Commission on April 14, 2005

Registration No. 333-

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DexCom, Inc.
(Exact name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	3841 (Primary standard industrial classification code number)	33-0857544 (I.R.S. Employer Identification Number)
5555 Oberlin Drive San Diego, California 92121 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
1999 Stock Option Plan 2005 Equity Incentive Plan 2005 Employee Stock Purchase Plan (Full Title of the Plans)

Andrew P. Rasdal
President and Chief Executive Officer
c/o DexCom, Inc.
5555 Oberlin Drive
San Diego, California 92121
(Name, Address and Telephone Number of Agent For Service)

*Copies to:*
Robert A. Freedman, Esq. Nicholas S. Khadder Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


Common Stock, $0.001 par value(6)	3,150,000(2)	$12.00(3)	$37,800,000.00(3)	$4,449.06

Common Stock, $0.001 par value(6)	2,868,537(4)	$1.50(5)	$4,302,805.50(5)	$506.44

Total	6,018,537	—	$42,102,805.50	$4,955.50

(1): Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable under the 1999 Stock Option Plan, 2005 Equity Incentive Plan and 2005 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding shares of common stock.
(2): Shares available for grant, but not yet granted as of the date of this registration statement, under the 1999 Stock Option Plan, 2005 Equity Incentive Plan and 2005 Employee Stock Purchase Plan.
(3): Estimated pursuant to Rule 457(c), based on the initial public offering price of the Registrant's Common Stock. The offering price is estimated solely for purposes of calculating the registration fee.
(4): Shares subject to options outstanding as of the date of this registration statement.
(5): Represents the weighted average exercise price (rounded to the nearest cent) for such outstanding options pursuant to Rule 457(h). The offering price is estimated solely for purposes of calculating the registration fee.
(6): Each share of common stock includes one stockholder right as described under "Description of Capital Stock" in the Registrant's registration statement on Form S-1, as amended (File No. 333-122454).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

(a): The Registrant's prospectus filed on April 13, 2005 pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form S-1 (File No. 333-122454); and
(b): The description of the Registrant's common stock and rights to purchase Series A Junior Participating Preferred Stock contained in the Registrant's registration statement on Form 8-A filed on March 25, 2005 under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act").

As permitted by the Delaware General Corporation Law, the Registrant's restated certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

•: for any breach of the director's duty of loyalty to the Registrant or its stockholders,
•: for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,
•: under section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases), or
•: for any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Registrant's restated bylaws provide that:

•: the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions,

•: the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law,
•: the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions, and
•: the rights conferred in the bylaws are not exclusive.

The Registrant has entered into Indemnification Agreements with its directors and officers to provide such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant's restated certificate of incorporation and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought.

Reference is also made to Section 6 of the Underwriting Agreement for the Registrant's initial public offering (filed with the Registrant's registration statement on Form S-1 and cross referenced below), which provides for the indemnification of officers, directors and controlling persons of the Registrant against certain liabilities. The indemnification provision in the Registrant's restated certificate of incorporation, restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and officers may be sufficiently broad to permit indemnification of the Registrant's directors and officers for liabilities arising under the Securities Act.

The Registrant has directors' and officers' liability insurance for securities matters.

See also the undertakings set out in response to Item 9 hereof.

Reference is made to the following documents filed as exhibits (under the exhibit number set forth below) to the Registrant's Registration Statement on Form S-1 (File No. 333-122454) (the "Form S-1") regarding relevant indemnification provisions described above and elsewhere in the Registration Statement on Form S-1:

Exhibit Document		Number
Underwriting Agreement		1.01
Registrant's Restated Certificate of Incorporation		3.03
Registrant's Restated Bylaws		3.05
Second Amended and Restated Investors' Rights Agreement dated December 30, 2004		4.02
Form of Indemnity Agreement		10.01

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

(a): The following exhibits are filed herewith:

Number		Exhibit Title
4.01	*	Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation (Exhibit 3.02 of Form S-1).
4.02	*	Registrant's Restated Certificate of Incorporation (Exhibit 3.03 of Form S-1).
4.03	*	Registrant's Restated Bylaws (Exhibit 3.05 of Form S-1).
4.04	*	Form of Specimen Certificate for Registrant's common stock (Exhibit 4.01 of Form S-1).
4.05	*	Second Amended and Restated Investors' Rights Agreement, dated December 30, 2004 (Exhibit 4.02 of Form S-1).
4.06	*	Form of Rights Agreement, between DexCom, Inc. and American Stock Transfer & Trust Company, including the Certificate of Designations of Series A Junior Participating Preferred Stock, Summary of Stock Purchase Rights and Forms of Right Certificate attached thereto as Exhibits A, B and C, respectively (Exhibit 4.03 of Form S-1).
4.07	*	1999 Stock Option Plan and related agreements (Exhibit 10.02 of Form S-1).
4.08	*	2005 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreements (Exhibit 10.03 of Form S-1).
4.09	*	2005 Employee Stock Purchase Plan and form of subscription agreement (Exhibit 10.04 of Form S-1).
5.01		Opinion of Fenwick & West LLP regarding legality of the securities being registered.
23.01		Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.01		Power of Attorney (see page 5 of this registration statement).

*: Incorporated herein by reference to the indicated exhibit to Registrant's Registration Statement on Form S-1, as amended (File No. 333-122454).

Item 9. Undertakings.

a. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price

represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

b. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 13 ^th day of April 2005.

		DEXCOM, INC.
		By:	/s/ ANDREW P. RASDAL Andrew P. Rasdal President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Andrew P. Rasdal and Steven J. Kemper, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to this Registration Statement, including post-effective amendments, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

Principal Executive Officer:
/s/ ANDREW P. RASDAL Andrew P. Rasdal	President, Chief Executive Officer and Director	April 13, 2005
Principal Financial Officer and Principal Accounting Officer:
/s/ STEVEN J. KEMPER Steven J. Kemper	Chief Financial Officer	April 13, 2005
Additional Directors:
/s/ DONALD L. LUCAS Donald L. Lucas	Chairman of the Board of Directors	April 13, 2005

/s/ BRENT AHRENS Brent Ahrens	Director	April 13, 2005
/s/ KIM BLICKENSTAFF Kim Blickenstaff	Director	April 13, 2005
/s/ SEAN CARNEY Sean Carney	Director	April 13, 2005
/s/ DONALD A. LUCAS Donald A. Lucas	Director	April 13, 2005
/s/ GLEN D. NELSON Glen D. Nelson, M.D.	Director	April 13, 2005
/s/ JAY SKYLER Jay Skyler, M.D.	Director	April 13, 2005

Exhibit Index

Number		Exhibit Title
4.01	*	Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation (Exhibit 3.02 of Form S-1).
4.02	*	Registrant's Restated Certificate of Incorporation (Exhibit 3.03 of Form S-1).
4.03	*	Registrant's Restated Bylaws (Exhibit 3.05 of Form S-1).
4.04	*	Form of Specimen Certificate for Registrant's common stock (Exhibit 4.01 of Form S-1).
4.05	*	Second Amended and Restated Investors' Rights Agreement, dated December 30, 2004 (Exhibit 4.02 of Form S-1).
4.06	*	Form of Rights Agreement, between DexCom, Inc. and American Stock Transfer & Trust Company, including the Certificate of Designations of Series A Junior Participating Preferred Stock, Summary of Stock Purchase Rights and Forms of Right Certificate attached thereto as Exhibits A, B and C, respectively (Exhibit 4.03 of Form S-1).
4.07	*	1999 Stock Option Plan and related agreements (Exhibit 10.02 of Form S-1).
4.08	*	2005 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreements (Exhibit 10.03 of Form S-1).
4.09	*	2005 Employee Stock Purchase Plan and form of subscription agreement (Exhibit 10.04 of Form S-1).
5.01		Opinion of Fenwick & West LLP regarding legality of the securities being registered.
23.01		Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.01		Power of Attorney (see page 5 of this registration statement).

*: Incorporated herein by reference to the indicated exhibit to Registrant's Registration Statement on Form S-1, as amended (File No. 333-122454).

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
Exhibit Index

EXHIBIT 5.01

April 12, 2005

DexCom, Inc.
5555 Oberlin Drive
San Diego, California 92121

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement" ) to be filed by DexCom, Inc., a Delaware corporation (the "Company" ), with the Securities and Exchange Commission (the "Commission" ) on or about April 13, 2005, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 6,018,537 shares of the Company's Common Stock (the "Stock" ) subject to issuance by the Company upon the exercise of (a) stock options granted or to be granted under the Company's 2005 Equity Incentive Plan (the "2005 Plan" ), (b) stock options granted under the Company's 1999 Stock Option Plan, which plan has been terminated and under which no further options will be granted (the "1999 Plan" ) or (c) purchase rights granted or to be granted under the Company's 2005 Employee Stock Purchase Plan, as amended (the "Purchase Plan" ). The plans referred to in clauses (a) through (c) above are collectively referred to in this letter as the "Plans" ). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.

(1): the Company's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 29, 2004, as amended by the Company's Certificate of Amendment of Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on March 23, 2005, each as certified by the Delaware Secretary of State on April 12, 2005.
(2): the Company's Bylaws, certified by the Company's Secretary on March 24, 2005.
(3): the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.
(4): the prospectuses prepared in connection with the Registration Statement (the "Prospectuses" ).
(5): the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company's minute books that are in our possession.
(6): The stock records for the Company that we maintain (consisting of a stock ledger listing each holder of capital stock of the company and the number of shares of each class and series of such capital stock held by each such holder), and the stock records that the Company has provided to us (consisting of a certificate from the Company of even date herewith verifying the number of the Company's issued and outstanding shares of each class and series of capital stock as of the date hereof, and a list of all holders of outstanding options, warrants and other rights to acquire capital stock of the Company, including the options, warrants and other rights to acquire capital stock of the Company held by each such holder and the number of shares of each class and series of capital stock of the Company subject to such options, warrants and other rights, that was prepared by the Company and dated April 12, 2005.)
(7): a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the "Management Certificate" ).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity

of all persons or entities executing the same and the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended, that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.

Based upon the foregoing, it is our opinion that the 6,018,537 shares of Stock that may be issued and sold by the Company upon the exercise of (a) stock options granted or to be granted under the 1999 Plan or the 2005 Plan and (b) purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectuses constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

	Very truly yours,
	/s/ Fenwick & West LLP
	FENWICK & WEST LLP

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Exhibit 23.02

CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) to be filed on or about April 13, 2005 pertaining to the 1999 Stock Option Plan, the 2005 Equity Incentive Plan and the 2005 Employee Stock Purchase Plan, of Dexcom, Inc. of our report dated January 22, 2005 except for Note 10, as to which the date is March 23, 2005, with respect to the financial statements of Dexcom, Inc. for the year ended December 31, 2004, included in its Registration Statement on Form S-1(No. 333-122454) filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Diego, California
April 13, 2005

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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM