CELERA CORP 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 13, 2009
(Exact name of Registrant as Specified in its Charter)
1401 Harbor Bay Parkway
Alameda, California 94502
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
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):
On August 13, 2009, the Board of Directors (the Board) of Celera Corporation (the Company) amended and restated the Companys Amended and Restated Bylaws (the Bylaws) to, among other things, amend existing provisions providing for advance notice of stockholder proposals (other than proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended) and director nominations to revise the disclosure that stockholders must provide when submitting proposals and nominations for consideration at a meeting. The foregoing summary of the amendments to the Bylaws is subject to and qualified in its entirety by reference to the full text of the Bylaws, as so amended, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
On August 13, 2009, the Board of the Company approved amendments to the Code of Business Conduct and Ethics for Celera Corporation (the Code of Conduct), which applies to all directors, officers and employees of the Company. The Code of Conduct was amended to, among other things, further define and restrict activities between the Company and its customers and potential customers. The foregoing summary of the amendments to the Code of Conduct is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, as so amended, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05. The amended Code of Conduct will be posted as soon as practicable in the Corporate Governance section of the Companys website at www.celera.com.
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 hereunto duly authorized.