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Caliper Life Sciences 10-K 2008

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

 

Amendment No. 2

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

or

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from                      to                      .

 

Commission file number: 000-28229

 

Caliper Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

33-0675808

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

68 Elm Street

 

 

Hopkinton, MA

 

01748

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (508) 435-9500

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Name of exchange on which registered

Common Stock, $0.001 Par Value Per Share

 

NASDAQ Global Market

 

Securities registered pursuant to Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso   Nox

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yeso    No   x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

 

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

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   Nox

 

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), as of the last business day of the registrant’s most recently completed second fiscal quarter was $222.1 million.

 

As of March 7, 2008, the registrant had 47,697,679 shares of common stock outstanding.

 

 



 

EXPLANATORY NOTE

 

Caliper Life Sciences, Inc. is filing this amendment No. 2 to its Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on March 14, 2008 and amended on March 17, 2008 (“Amendment No. 1”), solely to correct a typographical error in the Certifications of Principal Executive Officer and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 in Amendment No. 1.

 

2



 

PART IV

 

Item 15.    Exhibits and Financial Statement Schedules

 

(a)           The following documents are filed as a part of this Annual Report:

 

(3)           Exhibits:

 

        The following is a list of exhibits filed as part of this Amendment No. 2 to the Form 10-K:

 

Exhibit 
Number

 

Description of Document

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).

 

3



 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CALIPER LIFE SCIENCES, INC.

 

By:

/s/ PETER F. MCAREE

 

 

Peter F. McAree

 

 

Chief Financial Officer

Date: May 7, 2008

 

 

 

4



 

EXHIBIT INDEX

 

Exhibits:

 

Exhibit 
Number

 

Description of Document

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).

 

5


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