-----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, A40QsjXftXVMF47twi4G1fjdzeYU4QTFNqms1ZVz1yzEfPllA9/hUmdZicSEHwM6 2XLrSlL9WpZyvyUQHPoGcg== 0001104659-08-023239.txt : 20080408 0001104659-08-023239.hdr.sgml : 20080408 20080408161704 ACCESSION NUMBER: 0001104659-08-023239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080403 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080408 DATE AS OF CHANGE: 20080408 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32976 FILM NUMBER: 08745533 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 8-K 1 a08-10327_18k.htm 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):  April 3, 2008

 


 

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 (see General Instruction A.2. below):

 

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))

 

 




 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a), (d) and (f): Not applicable.

 

(b): On April 3, 2008, Caliper Life Sciences, Inc. (“Caliper” or the “Company”) announced the resignation of Thomas T. Higgins from his position as Executive Vice President and Chief Financial Officer of the Company, effective April 4, 2008.

 

In connection with his resignation on April 4, 2008, the Company and Mr. Higgins have entered into a separation agreement (the “Separation Agreement”).  Pursuant to the Separation Agreement, upon the termination of his employment with the Company, Mr. Higgins will receive: (i) a cash severance benefit, payable as salary continuation, in an amount equal to six months of Mr. Higgins’ current annual base salary of $284,950, or $23,746 per month for six months, (ii) an additional cash severance benefit of up to three months of Mr. Higgins’ current annual base salary, which shall be payable beyond such initial six month severance period provided that, and only for so long as, Mr. Higgins has not obtained new employment, either as an employee or as a consultant, for at least 50% time, (iii) COBRA coverage for medical, dental and vision insurance benefits for the period during which cash severance payments are payable by the Company to Mr. Higgins as set forth above, and (iv) up to $12,500 funding of an executive outplacement program.  On April 4, 2008, the Company also entered into a consulting agreement with Mr. Higgins, effective as of the termination of his employment with the Company (the “Consulting Agreement”), pursuant to which he will report to the Company’s President and Chief Executive Officer, E. Kevin Hrusovsky, for a term of six months, and pursuant to which Mr. Higgins will be compensated on an hourly basis at a rate of $200 per hour, based on requests from the Company for consulting services from Mr. Higgins.  During the term of the Consulting Agreement, Mr. Higgins’ outstanding and unvested equity awards from the Company will continue to vest in accordance with the initial terms of such awards. A copy of the Separation Agreement and the Consulting Agreement referenced in this Item 5.02 will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2008 and the foregoing descriptions are subject in all respects to the actual terms of such agreements.

 

(c) and (e): On April 3, 2008, the Company announced that Peter F. McAree, age 43, has been promoted to Senior Vice President and Chief Financial Officer, effective April 4, 2008.  Mr. McAree previously served as the Company’s Vice President, Finance.  Mr. McAree will be paid a base salary of $225,000 per year and is eligible to receive an annual cash bonus of up to 35% of base salary upon the achievement of certain individual and corporate performance goals.  He also is eligible to receive an annual equity award, which may include restricted stock units and/or stock options, in an amount determined by the Company’s Board of Directors based upon the Board’s assessment of Mr. McAree’s individual performance during the preceding year.  The Company’s Board of Directors also designated Mr. McAree as the “principal financial officer” of the Company.

 

Mr. McAree was appointed to the position of Vice President, Finance following Caliper’s acquisition of Zymark Corporation in July 2003. Mr. McAree joined Zymark as Chief Financial

 

3



 

Officer in May 2001 after serving in the same capacity as an independent consultant since November 2000. He received his B.S. in Accounting from Bentley College, and is a licensed Certified Public Accountant in the Commonwealth of Massachusetts.

 

Also on April 3, 2008, the Company announced that Joseph H. Griffith IV, age 33, has been promoted to Vice President, Finance, effective April 4, 2008.  Mr. Griffith previously served as the Company’s Corporate Controller.  Mr. Griffith will be paid a base salary of $145,000 per year and is eligible to receive an annual cash bonus of up to 20% of base salary upon the achievement of certain individual and corporate performance goals.  He also is eligible to receive an annual equity award, which may include restricted stock units and/or stock options, in an amount determined by the Company’s Board of Directors based upon the Board’s assessment of Mr. Griffith’s individual performance during the preceding year.  The Company’s Board of Directors also designated Mr. Griffith as the “principal accounting officer” of the Company.

 

Mr. Griffith has served as Corporate Controller since July 2003, also having served as Corporate Controller of Zymark since 2002.  Mr. Griffith was previously employed by Arthur Andersen, Boston, in its audit practice from 1997 to 2002.  He received his B.S. in Accounting from Villanova University, and is a licensed Certified Public Accountant in the Commonwealth of Pennsylvania.

 

There is no family relationship between Mr. McAree or Mr. Griffith and any director, executive officer, or person nominated or chosen by Caliper to become a director or executive officer. In addition, there are no transactions between Caliper and Mr. McAree or Mr. Griffith, or any member of either Mr. McAree’s or Mr. Griffith’s immediate family, of the type set forth in Item 404(a) of Regulation S-K.

 

A copy of the press release relating to these events is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)              Exhibits

 

Exhibit
Number

 

Description of Document

 

 

 

99.1

 

Press release of Caliper Life Sciences, Inc. announcing appointment of Peter F. McAree as Senior Vice President and Chief Financial Officer.

 

4



 

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.

 

 

 

April 8, 2008

By:

/s/ STEPHEN E. CREAGER

 

 

 

 

 

 

 

Stephen E. Creager

 

 

Senior Vice President, General
Counsel and Secretary

 

5


EX-99.1 2 a08-10327_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Caliper Life Sciences Appoints Peter F. McAree Senior Vice President and

Chief Financial Officer

- Joseph H. Griffith IV Promoted to Vice President of Finance -

 

HOPKINTON, Mass, April 3, 2008 — Caliper Life Sciences, Inc. (NASDAQ: CALP) today announced the promotion of Peter F. McAree to Senior Vice President and Chief Financial Officer. McAree previously served as Vice President of Finance at Caliper. Effective April 4, Thomas Higgins will step down from the position of CFO.

 

McAree has more than 20 years of financial management and public accounting experience. Previously, McAree held the position of Chief Financial Officer of Zymark prior to the company’s merger with Caliper in 2003. He has also held numerous financial positions within the software and retail industries. McAree is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from Bentley College.

 

“We are fortunate to have a person of Peter’s capability and experience within Caliper and we are confident that his promotion to CFO will strengthen and streamline our financial organization and enable strong continuity with our investors and value creation activities,” said Kevin Hrusovsky, president and Chief Executive Officer.

 

Additionally, the Company announced that Joseph H. Griffith IV, Caliper’s Corporate Controller, has been promoted and is assuming the role of Vice President of Finance.

 

About Caliper Life Sciences

 

Caliper Life Sciences is a premier provider of cutting-edge technologies enabling researchers in the life sciences industry to create life-saving and enhancing medicines and diagnostic tests more quickly and efficiently. Caliper is aggressively innovating new technology to bridge the gap between in vitro assays and in vivo results and then translating those results into cures for human disease. Caliper’s portfolio of offerings includes state-of-the-art microfluidics, lab automation & liquid handling, optical imaging technologies, and discovery & development outsourcing solutions. For more information please visit http://www.caliperLS.com.

 

Investor Contact:

 

Media Contact:

Peter McAree

 

Stacey Holifield

Caliper Life Sciences

 

Schwartz Communications

508.497.2215

 

781.684.0770

 

 

caliper@schwartz-pr.com

 

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