-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDzrkGss7hteUpEKV3OC8tv1yAnfc2l/0UtThuBw4WdKa+5eM+TqIQlgjJYJosqA dk77FSUTez2bzwZrNFVtFg== 0001012975-07-000170.txt : 20070305 0001012975-07-000170.hdr.sgml : 20070305 20070305121046 ACCESSION NUMBER: 0001012975-07-000170 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIPER LIFE SCIENCES INC CENTRAL INDEX KEY: 0001014672 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330675808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58047 FILM NUMBER: 07670187 BUSINESS ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-435-9500 MAIL ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: CALIPER TECHNOLOGIES CORP DATE OF NAME CHANGE: 19990921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abingworth Management LTD CENTRAL INDEX KEY: 0001291892 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 20 7534 1508 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN SC 13G 1 e9329211v2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO.___)* Caliper Life Sciences, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share ----------------------------------------------------- (Title of Class of Securities) 130872104 ----------------------------------------------------- (CUSIP Number) August 9, 2006 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abingworth Management Limited ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION England ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,826,577 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH: 2,826,577 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,826,577 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ________________________________________________________________________________ Page 2 of 6 ITEM 1(a). NAME OF ISSUER: Caliper Life Sciences, Inc. (the "Issuer"). ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 268 Elm Street, Hopkinton, Massachusetts 01748. ITEM 2(a). NAMES OF PERSONS FILING: Abingworth Management Limited ("Abingworth Management"). ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for Abingworth Management, is Princess House, 38 Jermyn Street, London, England SW1Y 6DN. ITEM 2(c). CITIZENSHIP: Abingworth Management is a corporation organized under the laws of England. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share. ITEM 2(e). CUSIP NUMBER: 130872104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: Abingworth Management Limited is the manager of Abingworth Bioequities Master Fund LTD, Abingworth Bioventures IV L.P., Abingworth Bioventures IV Executives L.P., Abingworth Bioventures III A L.P., Abingworth Bioventures III B LP, Abingworth Bioventures III C LP and Abingworth Bioventures III Executives LP (collectively, the "Funds"). As of the date hereof, Abingworth Bioequities Master Fund LTD is the record owner of 298,556 shares of Common Stock; Abingworth Bioventures III A L.P. is the record owner of 753,027 shares of Common Stock; Abingworth Bioventures III B L.P. is the record owner of 459,676 shares of Common Stock; Abingworth Bioventures III C L.P. is the record owner of 275,350 shares of Common Stock; and Abingworth Bioventures III Executives L.P. is the record owner of 12,000 shares of Common Stock. In addition, Abingworth Bioequities Master Fund LTD is the record owner of warrants, exercisable for 240,270 shares of Common Stock; Abingworth Bioventures III C L.P. is the record owner of warrants, exercisable for 144,957 shares of Common Stock; Abingworth Bioventures III B L.P. is the record owner of warrants, exercisable for 241,995 shares of Common Stock; Abingworth Bioventures III A L.P. is the record owner of warrants, exercisable for 396,430 shares of Common Stock; and Abingworth Bioventures III Executives L.P. is the record owner of warrants, exercisable for 6,316 shares of Common Stock. All of the warrants held by the Funds are immediately exercisable. Page 3 of 6 As the manager of each of the Funds, Abingworth Management may be deemed to beneficially own 2,826,577 shares of Common Stock, which represents the shares of Common Stock and the warrants exercisable for shares of Common Stock held by the Funds. (b) Percent of Class: Abingworth Management beneficially owns 5.9% of the outstanding Common Stock of the Issuer. The foregoing percentages are calculated based on the 46,592,366 shares of Common Stock reported to be outstanding as of October 31, 2006 in the Issuer's Form 10-Q filed with the Securities Exchange Commission on November 9, 2006. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: see line 5 of cover sheets. (ii) shared power to vote or to direct the vote: see line 6 of cover sheets. (iii) sole power to dispose or to direct the disposition of: see line 7 of cover sheets. (iv) shared power to dispose or to direct the disposition of: see line 8 of cover sheets. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing Page 4 of 6 or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 20, 2007 ABINGWORTH MANAGEMENT LIMITED By: /s/ James Abell ------------------------ Name: James Abell Title: Executive Director -----END PRIVACY-ENHANCED MESSAGE-----