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): October 3, 2005

CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-28229	33-0675808
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

68 Elm Street, Hopkinton, Massachusetts	01748
(Address of Principal Executive Offices)	(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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 2.01. Completion of Acquisition or Disposition of Assets.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press release of Caliper Life Sciences, Inc., dated October 4, 2005

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 3, 2005, Caliper Life Sciences, Inc., a Delaware corporation (“Caliper”), completed its previously announced plan to acquire NovaScreen Biosciences Corporation, a Maryland corporation (“NovaScreen”) pursuant to the terms and conditions of an Agreement and Plan of Merger (the “Merger Agreement”) dated September 7, 2005 among Caliper, Caliper Services, Inc., a Delaware corporation and direct wholly owned subsidiary of Caliper (“Merger Sub”), and NovaScreen. With the completion of the merger of Merger Sub with and into NovaScreen (the “Merger”), NovaScreen became a wholly owned subsidiary of Caliper.

In connection with the Merger the former NovaScreen shareholders will receive $22 million in initial consideration, subject to adjustment based on certain financial parameters, comprising 2,576,933 shares of Caliper common stock and approximately $4.4 million of cash. Ten percent of the consideration payable to the former NovaScreen shareholders has been placed into escrow for a twelve-month period to cover any potential indemnification claims by Caliper under the Merger Agreement.

In addition to this initial consideration paid to the former NovaScreen shareholders, Caliper may pay up to $8 million in additional consideration, contingent on the achievement of three defined revenue milestones over the 30-month period following the closing of the Merger. The milestone payments will be paid 80 percent in Caliper common stock and 20 percent in cash. The valuation of the Caliper common stock that may be issued as part of a milestone payment will be based on a ten-day average trading price as of the end of the applicable milestone period.

The shares of Caliper common stock issued in connection with the completion of the Merger were issued, and any shares subsequently issued by Caliper in connection with milestone payments will be issued, pursuant to the exemption from registration provided by Regulation D under the Securities Act of 1933, as amended. In the Merger Agreement Caliper agreed to file a registration statement covering the resale of such shares by the former NovaScreen stockholders following their issuance.

A copy of Caliper’s press release, dated October 4, 2005, titled “Caliper Life Sciences Completes Acquisition of NovaScreen Biosciences” is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

As noted in the response to Item 2.01 above, pursuant to the terms of the Merger Agreement, Caliper will issue shares of its common stock as a portion of the consideration for the acquisition of NovaScreen pursuant to the exemption from registration provided by Regulation D under the Securities Act. Caliper believes that there were no more than 35 recipients of shares of Caliper common stock in the Merger who did not qualify as accredited investors, as such term is defined in Regulation D.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit
Number	Description
99.1	Press release of Caliper Life Sciences, Inc., dated October 4, 2005.

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 hereunto duly authorized.

	Caliper Life Sciences, Inc.
Dated: October 5, 2005	By:	/s/ Thomas T. Higgins
		Thomas T. Higgins
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release of Caliper Life Sciences, Inc., dated October 4, 2005.

EX-99.1

EXHIBIT 99.1

For Immediate Release
Contacts:
Michele Boudreau	Stacey Holifield
Caliper Life Sciences	Schwartz Communications
650.279.2088	781.684.0770
michele.boudreau@caliperLS.com	caliper@schwartz-pr.com

Caliper Life Sciences Completes Acquisition of NovaScreen Biosciences

-Positions Caliper to Meet Industry Need for Secondary Screening and Assay Development Services-

Hopkinton, Mass., October 4, 2005 — Caliper Life Sciences, Inc. (NASDAQ: CALP) today announced the closing of its previously announced planned acquisition of NovaScreen BioSciences Corporation, a privately held life science services company based in Hanover, Maryland. The acquisition combines NovaScreen’s screening, profiling and assay development services with Caliper’s proven LabChip^® and advanced liquid handling products to provide the pharmaceutical and biotechnology industry with a central resource for drug discovery solutions.

“By integrating and leveraging NovaScreen’s expertise and technology, Caliper has become a “one-stop shop” for scientists and researchers. Customers can rely on Caliper for all in vitro drug discovery needs — state-of-the-art technologies, products, leading screening assays and profiling services,” said Kevin Hrusovsky, president and CEO of Caliper Life Sciences. “We have immediately gained a stronghold in the outsourced assay development and screening markets, especially the high-growth market of secondary screening and profiling services.”

“Caliper’s technology has been adopted by the majority of top pharmaceutical companies because Caliper understands the evolving needs of the industry and provides solutions that meet these needs,” said David Manyak, president and CEO of NovaScreen. “Caliper’s presence within the industry, combined with NovaScreen’s broad assay development and screening services, will position Caliper to address the unmet needs of companies working to discover safer drugs, faster.”

Consistent with the terms of the previously announced agreement, Caliper purchased NovaScreen for $22 million, subject to future adjustment based on certain financial parameters. NovaScreen shareholders can also earn up to $8 million contingent on the achievement of defined revenue milestones over a 30-month period. The closing consideration was paid 80 percent in Caliper common stock and 20 percent in cash.

About Caliper Life Sciences
Caliper Life Sciences uses its advanced liquid handling and LabChip^® microfluidic technologies to create leading edge tools that accelerate drug discovery, enable diagnosis of disease and facilitate scientific research. Caliper headquarters are located in Hopkinton, Massachusetts, with

R&D, operations and manufacturing facilities for LabChip devices in Mountain View, California, 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.

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

About NovaScreen
NovaScreen Biosciences Corporation (www.NovaScreen.com) is a leading provider of drug discovery and development services and products, with a focus on in vitro (laboratory-based) screening assays and in silico (computer-based) predictive screening tools. With more than 12 years of operating history, NovaScreen is widely recognized as a pioneer in the field of receptor pharmacology, with particular expertise in G-Protein Coupled Receptors and other molecular targets that mediate disease states and side effects in the central nervous system. NovaScreen’s core competencies extend to side effect and therapeutic targets across the major organ systems and disease areas, and include assay development, discovery (high throughput) screening, selectivity screening, profiling, in vitro toxicology, and in vitro pharmacokinetics. NovaScreen has developed and routinely performs more than 600 receptor, enzyme, ion channel, transporter, and cell-based screening assays relevant to the discovery of new drugs and the selection and optimization of new drug candidates. Services and products are provided to more than 180 clients worldwide, including a majority of the leading drug and biotechnology companies.

The statements in this press release regarding Caliper’s ability to integrate and leverage NovaScreen’s expertise and technology, Caliper’s ability to address the unmet needs of pharmaceutical companies, and Caliper’s future revenue growth are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statement as a result of a number of factors, including the risks that NovaScreen’s revenue growth may be lower than expected, or the expected benefits from combining with NovaScreen may not be realized. Further information on risks faced by Caliper are detailed under the caption “Factors Affecting Operating Results” in Caliper’s Annual Report on Form 10K filed with the Securities and Exchange Commission on March 16, 2005. This filing is available on a web site maintained by the Securities and Exchange Commission 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.

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