As filed with the Securities and Exchange Commission on March 28, 2012

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   33-0857544

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

6340 Sequence Drive

San Diego, California 92121

(Address, including zip code, of Registrant’s principal executive offices)

 

 

2005 Equity Incentive Plan

2005 Employee Stock Purchase Plan

(Full Title of the Plans)

 

 

Terrance H. Gregg

Chief Executive Officer

c/o DexCom, Inc.

6340 Sequence Drive

San Diego, California 92121

(858) 200-0200

(Name, Address and Telephone Number of Agent For Service)

 

 

Copies to:

Robert A. Freedman, Esq.

Michael A. Brown, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

(650) 988-8500

 

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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

 

 

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(2)

  2,026,478(3)   $10.31(4)   $20,892,988.18(4)   $2,394.34

Common Stock, $0.001 par value(2)

  675,493(5)   $8.76(6)   $5,917,318.68(6)   $678.12

 

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2005 Equity Incentive Plan (the “ EIP ”) and 2005 Employee Stock Purchase Plan (the “ ESPP ”) 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) 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).
(3) Shares to be registered and available for grant under the EIP resulting from the automatic annual 3% increase in the number of authorized shares available for issuance under the EIP.
(4) Estimated pursuant to Rule 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, based on the average of the high and low sales price reported on The NASDAQ Global Select Market on March 23, 2012.
(5) Shares to be registered and available for grant under the ESPP resulting from the automatic annual 1% increase in the number of authorized shares available for issuance under the ESPP.
(6) Estimated pursuant to Rule 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, based on the average of the high and low sales price reported on the NASDAQ Global Select Market on March 23, 2012. This amount is multiplied by 85% pursuant to the terms of the ESPP, which provides that the purchase price of a share of common stock is equal to 85% of the fair market value of the common stock on the offering date (i.e., the first business day of a 12-month offering period) or the purchase date (i.e., the last business day of a six-month purchase period), whichever is less.

 

 

 

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 Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

  1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission on February 23, 2012, pursuant to Section 13 of the Exchange Act;

 

  2. The Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011 filed with the Commission on March 28, 2012, pursuant to Section 13 of the Exchange Act;

 

  3. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

  4. 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 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, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

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.

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 regarding relevant indemnification provisions described above and elsewhere in the Registration Statement on Form S-1:

 

              

    Incorporated by Reference    

         

Exhibit
Number

  

Exhibit
Document

  

Form

  

File No.

  

Date of
First Filing

  

Exhibit

Number

  

Provided

Herewith

  3.01    Registrant’s Restated Certificate of Incorporation.    S-1/A    333-122454    March 3, 2005    3.03   
  3.02    Registrant’s Amended and Restated Bylaws.    8-K    000-51222    March 23, 2011    99.01   
10.01   

Form of Indemnity Agreement between Registrant and each of its

directors and executive officers.

   S-1    333-122454    February 1, 2005    10.01   

 

Item 7. Exemption From Registration Claimed.

Not applicable.

 

Item 8. Exhibits.

(a) The following exhibits are filed herewith:

 

              

    Incorporated by Reference    

         

Exhibit
Number

  

Exhibit Document

  

Form

  

File No.

  

Date of
First Filing

  

Exhibit

Number

  

Provided

Herewith

4.01    Registrant’s Restated Certificate of Incorporation.    S-1/A    333-122454    March 3, 2005    3.03   
4.02    Registrant’s Amended and Restated Bylaws.    8-K    000-51222    March 23, 2011    99.01   
4.03    Form of Specimen Certificate for Registrant’s common stock.    S-1/A    333-122454    March 24, 2005    4.01   
4.04   

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 Exhibit A, B and C, respectively.

   S-1/A    000-51222    March 24, 2005    4.03   

              

    Incorporated by Reference    

         

Exhibit
Number

  

Exhibit Document

  

Form

  

File No.

  

Date of
First Filing

  

Exhibit

Number

  

Provided

Herewith

  4.05    2005 Equity Incentive Plan, as amended, and forms of stock option agreement and stock option exercise agreements.    10-Q    000-51222    May 3, 2011    10.25   
  4.06    2005 Employee Stock Purchase Plan and form of subscription agreement.    S-1/A    333-122454    March 24, 2005    10.04   
  4.07    Form of Restricted Stock Unit Award Agreement.    10-Q    000-51222    May 5, 2010    10.26   
  5.01    Opinion of Fenwick & West LLP regarding legality of the securities being registered.                X
23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).                X
23.02    Consent of Independent Registered Public Accounting Firm.                X
24.01    Power of Attorney (see the signature page to this Registration Statement).                X

 

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 Registration Statement is on From S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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 28 th day of March, 2012.

 

DEXCOM, INC.
By:  

/ S /    T ERRANCE H. G REGG

   

Terrance H. Gregg

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Terrance H. Gregg and Jess Roper, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his 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 and Director:         

/s/    T ERRANCE H. G REGG

Terrance H. Gregg

   Chief Executive Officer and Director   March 28, 2012

Principal Financial Officer and

Principal Accounting Officer:

    

/s/    J ESS R OPER

Jess Roper

   Chief Financial Officer   March 28, 2012
Additional Directors:     

/s/    J ONATHAN L ORD , M.D.

Jonathan Lord, M.D.

   Chairman of the Board of Directors   March 28, 2012

/s/    K EVIN S AYER

Kevin Sayer

   President and Director   March 28, 2012

/s/    J AY S KYLER , M.D.

Jay Skyler, M.D.

   Director   March 28, 2012

/s/    E RIC T OPOL , M.D.

Eric Topol, M.D.

   Director   March 28, 2012

/s/    N ICHOLAS A UGUSTINOS

Nicholas Augustinos

   Director   March 28, 2012

/s/    M ARTIN D OORDAN

Martin Doordan

   Director   March 28, 2012

/s/    B ARBARA K AHN

Barbara Kahn

   Director   March 28, 2012

Exhibit Index

 

              

    Incorporated by Reference    

         

Exhibit
Number

  

Exhibit Document

  

Form

  

File No.

  

Date of
First Filing

  

Exhibit

Number

  

Provided

Herewith

  4.01    Registrant’s Restated Certificate of Incorporation.    S-1/A    333-122454    March 3, 2005    3.03   
  4.02    Registrant’s Amended and Restated Bylaws.    8-K    000-51222    March 23, 2011    99.01   
  4.03    Form of Specimen Certificate for Registrant’s common stock.    S-1/A    333-122454    March 24, 2005    4.01   
  4.04   

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

Exhibit A, B and C, respectively.

   S-1/A    000-51222    March 24, 2005    4.03   
  4.05   

2005 Equity Incentive Plan, as amended, and forms of stock option

agreement and stock option exercise agreements.

   10-Q    000-51222    May 3, 2011    10.25   
  4.06   

2005 Employee Stock Purchase Plan and form of

subscription agreement.

   S-1/A    333-122454    March 24, 2005    10.04   
  4.07    Form of Restricted Stock Unit Award Agreement.    10-Q    000-51222    May 5, 2010    10.26   
  5.01   

Opinion of Fenwick & West LLP regarding legality of the

securities being registered.

               X
23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).                X
23.02    Consent of Independent Registered Public Accounting Firm.                X
24.01    Power of Attorney (see the signature page to this Registration Statement).                X

EXHIBIT 5.01

March 28, 2012

DexCom, Inc.

6340 Sequence 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 March 28, 2011, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,026,478 additional shares of the Company’s common stock reserved for issuance under the Company’s 2005 Equity Incentive Plan, as amended (the “ 2005 Plan ”), and an aggregate of 675,493 additional shares of the Company’s Common Stock (together, the “ Stock ”) reserved for issuance under the Company’s 2005 Employee Stock Purchase Plan (the “ Purchase Plan ” and together with the 2005 Plan, the “ Plans ”). The Stock is subject to issuance by the Company upon the exercise of (a) stock options, restricted stock units or purchase rights to be granted under the 2005 Plan or (b) purchase rights to be granted under the Purchase Plan. 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 Restated Certificate of Incorporation filed with the Delaware Secretary of State on April 19, 2005, as certified by the Delaware Secretary of State on May 2, 2006 (the “ Charter ”);

 

  (2) the Company’s Amended and Restated Bylaws, as certified by the Company’s Secretary on May 10, 2011 (the “ Bylaws ”);

 

  (3) the Company’s Form 8-A specifying the terms of the Series A Junior Participating Preferred Stock filed with the Commission on March 25, 2005;

 

  (4) the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;

 

  (5) the prospectuses prepared in connection with the Registration Statement (the “ Prospectuses ”);

 

  (6) the 2005 Plan and forms of stock option agreement, stock option exercise agreement and restricted stock unit award agreement;

 

  (7) the Purchase Plan and form of subscription agreement;

 

  (8) verification by the Company’s transfer agent as to the number of the Company’s issued and outstanding shares of capital stock as of March 26, 2012 and a list of all outstanding options, warrants and other rights to purchase shares of the Company’s capital stock prepared by the Company and dated March 26, 2012 (the “ Stock Records ”);

 

  (9)

the following minutes of meetings and actions by written consent of the Company’s Board of Directors (the “ Board ”) and stockholders (the “ Stockholders ”) at which, or pursuant to which, the Charter and Bylaws were approved: (i) the minutes of a meeting of the Board held on March 11, 2005, at which resolutions were adopted by the Board adopting and approving the Charter; (ii) the minutes of a meeting of the Board held on February 9, 2005, at which resolutions were adopted by the Board adopting and approving the Bylaws; (iii) the minutes of a meeting of the Board held on March 17, 2011, at which resolutions were most recently adopted by the Board approving an amendment to the Bylaws; (iv) the minutes of a meeting of the Stockholders held on March 21, 2005, at

  which resolutions were adopted by the Stockholders adopting and approving the Charter; and (v) the minutes of a meeting of the Stockholders held on March 21, 2005, at which resolutions were adopted by the Stockholders originally adopting and approving the Bylaws;

 

  (10) the following minutes of meetings and actions by written consent of the Board and Stockholders at which, or pursuant to which, the 2005 Plan and the Purchase Plan were adopted and approved: (i) the minutes of a meeting of the Board held on February 9, 2005, at which resolutions were adopted by the Board originally adopting and approving the 2005 Plan; (ii) the minutes of a meeting of the Board held on March 17, 2011, at which resolutions were most recently adopted by the Board approving an amendment to the 2005 Plan; (iii) the minutes of a meeting of the Board held on February 9, 2005, at which resolutions were adopted by the Board adopting and approving the Purchase Plan; (iv) the minutes of a meeting of the Stockholders held on March 21, 2005, at which resolutions were adopted by the Stockholders originally adopting and approving the 2005 Plan; (v) the minutes of a meeting of the Stockholders held on May 19, 2008, at which resolutions were most recently adopted by the Stockholders approving the amendment of the 2005 Plan; and (vi) the minutes of a meeting of the Stockholders held on March 21, 2005, at which resolutions were adopted by the Stockholders adopting and approving the Purchase Plan;

 

  (11) a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 27, 2012, stating that the Company is qualified to do business in good standing under the laws of the State of Delaware (the “ Certificate of Good Standing ”); and

 

  (12) a Management Certificate addressed to us and dated of even date herewith and 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 genuineness of all signatures on original documents, 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.

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 (a) the existing federal laws of the United States of America, (b) the laws of the State of California, and (c) the Delaware General Corporation Law and reported judicial decisions relating thereto as in effect on the date hereof.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

We have assumed that the members of the Board have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Agreement filed as Exhibit 4.03 to Amendment No. 4 to the Registration Statement on Form S-1, dated March 24, 2005 (the “ Rights Agreement ”). Further, the opinion below does not address the determination a court of competent jurisdiction may make regarding whether the Board

would be required to redeem or terminate, or take other action with respect to, the rights under the Rights Agreement (the “ Rights ”) at some future time based on the facts and circumstances existing at that time. It should be understood that our opinion addresses the Rights and the Rights Agreement in their entirety and not any particular provision of the Rights or the Rights Agreement and that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating in their entirety such rights.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company.

Based upon the foregoing, we are of the following opinion:

(1) the Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2)(a) the Stock that may be issued and sold by the Company upon the exercise of (i) stock options, restricted stock units or purchase rights to be granted under the 2005 Plan and (ii) purchase rights to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the Plans and option, restricted stock unit or 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 and (b) the associated Rights have been duly authorized by all necessary corporate action on the part of the Company and, upon issuance, delivery and payment therefor in the manner contemplated by the Rights Agreement, the associated Rights will be validly issued.

* * * * *

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 the issuance and sale of the Stock subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. 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

EXHIBIT 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2005 Equity Incentive Plan and the 2005 Employee Stock Purchase Plan of DexCom, Inc. of our reports dated February 23, 2012, with respect to the consolidated financial statements and schedule of DexCom, Inc., and the effectiveness of internal control over financial reporting of DexCom, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

March 28, 2012