This excerpt taken from the CALP 8-K filed Jul 7, 2009.
Item 8.01 Other Events
The Companys stockholders also elected the following individuals at the Annual Meeting to serve as directors of the Company until the 2012 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Ms. Kathryn Tunstall, Mr. E. Kevin Hrusovsky and Mr. David W. Carter. The Companys stockholders also ratified the Audit Committees selection of Ernst & Young LLP as auditors of the Companys financial statements for the fiscal year ending December 31, 2009.
This excerpt taken from the CALP 8-K filed Aug 4, 2006.
Item 8.01. Other Events.
Xenogen Corporation (Xenogen) and Caliper Life Sciences, Inc. (Caliper) are providing this updated information in connection with the proposed merger (the Merger) of Xenogen with and into Caliper Holdings, Inc., a wholly-owned subsidiary of Caliper (Merger Sub), with respect to the Xenogen board nominees to the Caliper Board following the Merger.
Pursuant to Section 5.7 of the Agreement and Plan of Merger, dated as of February 10, 2006, by and among Caliper, Xenogen and Merger Sub (the Merger Agreement), Caliper has agreed to cause two members of Xenogens current Board of Directors to be appointed to Calipers Board of Directors upon the effective time of the Merger. The following three current Xenogen directors were designated as potential nominees for such positions: David W. Carter, Michael F. Bigham and Michael R. Eisenson. In our Joint Proxy Statement Prospectus dated July 11, 2006, Messrs. Bigham and Carter were identified as the two current Xenogen directors who had been selected for appointment to the Caliper Board of Directors following the Merger. On August 1, 2006, Xenogen notified Caliper that Mr. Eisenson has now agreed to serve on the Caliper Board of Directors in place of Mr. Bigham. Therefore, the following sections of the Joint Proxy Statement Prospectus are hereby replaced in their entirety:
Upon completion of the merger, the board of directors of Caliper will vote to expand its size by two seats, so that it will then consist of nine members, including seven of the current Caliper directors plus two nominees of Xenogen, one of whom shall be appointed to serve in the class of directors whose term expires at Calipers 2008 annual stockholder meeting and the other of whom shall be appointed to serve in the class of directors whose term expires at Calipers 2009 annual stockholder meeting. David W. Carter, who is currently Chairman and Chief Executive Officer of Xenogen, and Michael R. Eisenson, who is currently a Director of Xenogen, have been selected as the nominees of Xenogen for this purpose. Mr. Carter will serve in the 2009 class, and Mr. Eisenson will serve in the 2008 class.
Caliper has agreed to take the necessary corporate actions so that, as of the closing of the merger:
· The size of Calipers board of directors will be increased from seven to nine; and
· Two nominees of Xenogen, Mr. Michael R. Eisenson and Mr. David W. Carter, will become directors of Caliper, one of whom shall be appointed to serve in the class of directors whose term expires at Calipers 2008 annual stockholder meeting, and the other of whom shall be appointed to serve in the class of directors whose term expires at Calipers 2009 annual stockholder meeting.
Biographical information as to each of Messrs. Eisenson and Carter is set forth below:
Michael R. Eisenson has served as a member of the Board of Directors of Xenogen since March 2003. Mr. Eisenson is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, a private investment firm and the investment manager with respect to certain assets of Harvard Private Capital Group, Inc., where Mr. Eisenson was employed from 1986 until the formation of Charlesbank in 1998. Mr. Eisenson serves on the Board of Directors of Playtex Products, Inc., Catlin Group Limited, and United Auto Group, Inc., as well as those of several private companies. Mr. Eisenson received a B.A. in economics from Williams College and J.D. and M.B.A. degrees from Yale University.
David W. Carter has served as Chairman of the Board of Directors of Xenogen since November 1997 and as Xenogens Chief Executive Officer since April 2003. From January 1998 to April 2003, he served as Xenogens Co-Chief Executive Officer and from May 1997 to November 1997, Mr. Carter was Xenogens consultant. From 1991 to May 1997, he served as Chairman of the Board, President and Chief Executive Officer of Somatix Therapy Corporation, a publicly-held gene therapy company, which merged with Cell Genesys, Inc. in 1997. Mr. Carter is a director of Cell Genesys, Inc. and ImmunoGen, Inc. Mr. Carter received a B.A. in History and an M.B.A. from Indiana University.
All other references in the Joint Proxy Statement Prospectus to Mr. Bigham as one of the nominees of Xenogen to the Caliper Board of Directors following the Merger are replaced with references to Mr. Eisenson.
Caliper and Xenogen have entered into the Merger Agreement pursuant to which it is proposed that Caliper will acquire Xenogen. Caliper has filed a registration statement on Form S-4 in order to register shares of its common stock and warrants to be issued to the former stockholders of Xenogen in the proposed merger between Caliper and Xenogen, which was declared effective by the Securities and Exchange Commission on July 11, 2006. In connection with the proposed merger, on July 12, 2006, Caliper and Xenogen began mailing a joint proxy statement/prospectus relating to the merger and their respective stockholder meetings to their respective stockholders. Investors and security holders of Caliper and Xenogen are advised to read the registration statement on Form S-4 and the joint proxy statement regarding the proposed merger because they contain important information. Investors and security holders may obtain a free copy of the proxy statement and any other documents filed by Caliper and Xenogen at the Securities and Exchange Commissions website at http://www.sec.gov or directly from Caliper and Xenogen, respectively.
Caliper and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Caliper with respect to the proposed merger. Information regarding such officers and directors is included in Calipers Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and the Registration Statement on Form S-4 filed with the Securities and Exchange Commission. These documents are available free of charge at the Securities and Exchange Commissions web site at http://www.sec.gov and directly from Caliper.