8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2004

CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-28229	33-0675808
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

68 Elm Street
Hopkinton, MA 01748
(Address of Principal Executive Offices and Zip Code)
(508) 435-9500
(Registrant’s 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 220.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

     Item 2.02. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press release announcing financial results

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
	EXHIBIT INDEX
EX-99.1 Press Release

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2004, Caliper Life Sciences, Inc. issued a press release announcing financial results for the quarter ended September 30, 2004. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Caliper Life Sciences, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless Caliper Life Sciences specifically states that it is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

     (c)    Exhibits

              The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

              99.1    Press Release issued by Caliper Life Sciences, Inc. on November 4, 2004.

SIGNATURES

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, thereunto duly authorized.

	CALIPER LIFE SCIENCES, INC.
November 4, 2004	By:	/s/ PETER F. MCAREE
		Peter F. McAree Principal Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of document
99.1	Press release of Caliper Life Sciences, Inc., announcing financial results for the quarter ended September 30, 2004.

EX-99.1

EXHIBIT 99.1

For Immediate Release

Contact:
Michele Boudreau
Caliper Life Sciences
650 623 0305

Caliper Life Sciences Reports Third Quarter 2004 Financial Results

-Net Loss Narrows to $5.1 Million; Merck, J&J, Taisho Adopt Microfluidic Screening Platform-

HOPKINTON, MA, November 4, 2004 — Caliper Life Sciences, Inc. (Nasdaq: CALP) today announced its third quarter financial results for 2004. For the quarter ended September 30, 2004, total revenues were $20.2 million. Net loss for the quarter was $5.1 million, or $0.17 per share.

Cash, cash equivalents and short-term marketable securities as of September 30, 2004 totaled $49.1 million versus $52.9 million as of June 30, 2004 and $66.7 million as of December 31, 2003.

“Once again we met our quarterly financial targets, including our revenue projection, which keeps us on track to meet our full-year revenue and year-end cash goals,” commented Kevin Hrusovsky, President and CEO at Caliper. “This progress gives us confidence that we are well-positioned to meet our goal of being cash-flow breakeven from operations in the fourth quarter of 2005.”

The company also reported that over the last three months, Merck & Co., Inc., Johnson & Johnson, and the Japanese company Taisho Pharmaceutical Co., Ltd each purchased LabChip® 3000 drug discovery systems for the first time. These companies join a growing list of major pharmaceutical and biotechnology customers who have adopted microfluidics-based drug discovery, with 12 of the top 20 pharmaceutical companies now using Caliper screening systems at one or more sites.

Aventis and Pfizer also made recent purchases of LabChip 3000 systems, adding to their existing investment in microfluidic screening. Caliper cites these and the new placements announced today as signs of continuing progress in its key business initiative to drive adoption of its proprietary microfluidics technology by the life sciences industry.

According to Mr. Hrusovsky, the recent purchases of LabChip 3000 systems are consistent with the company’s expectations for the year. “Our installed base of LabChip microfluidic screening systems has continued to expand in two different ways — purchases of systems by new customers and purchases of additional systems by existing customers,” said Hrusovsky. “It is exciting when new customers such as Merck and Johnson & Johnson adopt our microfluidic screening systems in their drug discovery programs because this tells us that word is spreading about the ability of our microfluidics platforms to impact drug discovery. Even more

encouraging is when existing users such as Pfizer and Aventis acquire additional systems, because it validates the compelling value of our LabChip 3000 systems.”

Caliper will webcast its third quarter results conference call starting at 5:00 pm ET today. Participants should visit http://www.fulldisclosure.com several minutes prior to the call and follow the instructions provided.

An audio replay of the conference call will be available for approximately 7 days after the completion of the call. To access the replay, visit the events calendar page in the investor relations section of Caliper’s website at www.caliperLS.com.

About Caliper Life Sciences
Caliper Life Sciences uses its advanced liquid handling and LabChip technologies to create leading edge tools that accelerate drug discovery and enable diagnosis of disease. Caliper headquarters are located in Hopkinton, MA, with R&D, operations and manufacturing facilities for LabChip devices in Mountain View, CA, and direct sales, service and applications support throughout the world. Caliper customers and partners include many of the largest pharmaceutical, biotechnology, and life sciences companies. For more information, please visit Caliper’s web site at www.caliperLS.com.

Cautionary and Forward-Looking Statements
During the third quarter of 2003, Caliper acquired Zymark in a transaction accounted for as a purchase. As a result, Caliper does not believe that a comparison of the financial results of the third quarter of 2004 with those of the third quarter of 2003, without a thorough understanding of the purchase accounting adjustments recorded in connection with the transaction, provides a meaningful comparison.

The statements in this press release regarding Caliper’s expectations that it will meet its full-year revenue and year-end cash goals for 2004 and that it will be cash flow breakeven from operations in the fourth quarter of 2005 are forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements, including the risks that unexpected difficulties may be encountered in the development of new or improved products with collaboration partners and Caliper’s expectations regarding market acceptance and demand for its products and services may not materialize if capital spending by Caliper’s customers declines, or if competitors introduce new competitive products. Further information on risks faced by Caliper are included in risks detailed under the caption “Factors Affecting Operating Results” in Caliper’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2004. This SEC filing is available on a web site maintained by the SEC at http://www.sec.gov. Caliper does not undertake any obligation to update forward-looking or other statements in this release or the conference call to reflect any change in Caliper’s expectations with regard to these statements or any change in events, conditions, or circumstances on which any such statements are based.

LabChip is a registered trademark of Caliper Life Sciences, Inc.

###

CALIPER LIFE SCIENCES, INC.
SELECTED FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Revenues:
Product revenue	$	14,759		$	11,410		$	39,753		$	18,339
Service revenue		3,438			2,566			10,079			2,635
License fees and contract revenue		1,984			2,547			6,203			7,039
Total revenue		20,181			16,523			56,035			28,013
Costs and expenses:
Cost of product revenue		9,209			7,635			26,321			12,395
Cost of service revenue		1,792			1,020			5,076			1,020
Research and development		5,287			8,765			17,022			26,068
Acquired research and development		—			—			1,010			—
Selling, general and administrative		7,641			7,777			24,004			18,016
Stock-based compensation, net (1)		475			117			2,405			457
Amortization of intangible assets		936			1,396			2,879			1,396
Restructuring charges		—			774			2,218			1,096
Total costs and expenses		25,340			27,484			80,935			60,448
Operating loss		(5,159	)		(10,961	)		(24,900	)		(32,435	)
Interest income, net		129			655			465			2,653
Other income (expense), net		(21	)		189			(64	)		155
Loss before income taxes		(5,051	)		(10,117	)		(24,499	)		(29,627	)
Provision for income taxes		(78	)		(31	)		(140	)		(31	)
Net loss	$	(5,129	)	$	(10,148	)	$	(24,639	)	$	(29,658	)
Net loss per share, basic and diluted	$	(0.17	)	$	(0.37	)	$	(0.85	)	$	(1.15	)
Shares used in computing net loss per common share, basic and diluted		29,508			27,721			29,071			25,769
(1) Stock-based compensation, net, pertains to employees employed in the following areas:
Cost of Product Revenue	$	37		$	—		$	150		$	—
Research and Development		91			31			388			119
Selling, General and Administrative		347			86			1,868			338
Total	$	475		$	117		$	2,406		$	457

CALIPER LIFE SCIENCES, INC.
SELECTED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	September 30,			December 31,
	2004			2003
ASSETS
Current assets:
Cash and cash equivalents	$	6,069		$	8,889
Marketable securities		43,050			57,828
Accounts receivable, net		11,715			9,506
Inventories		12,006			11,580
Prepaid expenses and other current assets		2,366			3,451
Total current assets		75,206			91,254
Property and equipment, net		6,571			9,106
Notes receivable from employee director		144			178
Developed technology, net		10,855			13,002
Intangible assets, net		2,836			3,407
Goodwill		47,215			47,262
Security deposits and other assets, net		3,431			3,827
Total assets	$	146,258		$	168,036
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,048		$	3,212
Accrued compensation		5,993			4,148
Other accrued liabilities		7,475			8,689
Deferred revenue and customer deposits		6,928			7,063
Current portion of long-term obligations		370			377
Current portion of sale-leaseback arrangements		587			1,521
Total current liabilities		24,401			25,010
Other non-current liabilities		6,932			8,229
Stockholders’ equity:
Preferred stock		—			—
Common stock		30			28
Additional paid-in capital		277,571			271,232
Deferred stock compensation		(3,025	)		(1,808	)
Accumulated deficit		(159,733	)		(135,093	)
Accumulated other comprehensive income		82			438
Total stockholders’ equity		114,925			134,797
Total liabilities and stockholders’ equity	$	146,258		$	168,036