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): December 11, 2009

CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32976	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):

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

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

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

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

TABLE OF CONTENTS

Ex-99.1 Press Release entitled “Caliper Completes Strategic Sale of Small Animal Services Subsidiary to Taconic”

Item 1.01 Entry into a Material Definitive Agreement

On December 11, 2009, Caliper Life Sciences, Inc. (“Caliper” or the “Company”) entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of Xenogen Biosciences Corporation (“XenBio”), a wholly-owned subsidiary which provides in-vivo pre-clinical CRO services, to Taconic Farms, Inc. (“Taconic”) for approximately $11 million in cash (the “Purchase Price”).  XenBio was acquired by Caliper as part of Caliper’s acquisition of Xenogen Corporation in 2006.

In connection with the transaction, the parties entered into a distribution and supply agreement, pursuant to which Caliper granted Taconic exclusive distribution rights to Caliper’s LPTA® mouse models, and an imaging services license agreement that will enable Taconic to perform imaging services on a non-exclusive basis utilizing Caliper’s expansive suite of patented in vivo imaging technologies.

The Purchase Price is subject to adjustment based upon the final determination of working capital and deferred revenue of XenBio as of the closing.   In addition, 10% of the Purchase Price was placed into an escrow account until April 30, 2011.  The escrow will secure Caliper’s indemnification obligations to Taconic, if any, under the Purchase Agreement.  The Purchase Agreement also contains representations, warranties and indemnities that are customary in stock purchase transactions.  Caliper expects to recognize approximately $9 million of cash proceeds in the fourth quarter.

Caliper’s revenue attributable to the XenBio business was approximately $11.2 million in the fiscal year ended December 31, 2008 and $8.4 million in each of the nine-month periods ended September 30, 2009 and 2008, respectively.

On December 14, 2009, the Company issued a press release announcing the entry into and closing under the Stock Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Stock Purchase Agreement will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ending December 31, 2009.

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Item 2.02 Results of Operations and Financial Condition

Please see the disclosure regarding historical financial information relating to the XenBio business set forth under “Item 1.01 — Entry into a Material Definitive Agreement,” which is incorporated into this Item 2.02 by reference.

The information in this report, regarding historical financial information relating to the XenBio business 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. Such information shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Caliper, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless Caliper 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.

Exhibit Number	Description of Document
99.1	Press release dated December 14, 2009, entitled “Caliper Completes Strategic Sale of Small Animal Services Subsidiary to Taconic”

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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.
December 14, 2009	By:	/s/ Peter F. McAree
		Peter F. McAree
		Senior Vice President and CFO

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EX-99.1

EXHIBIT 99.1

For Immediate Release

Caliper Completes Strategic Sale of Small Animal Services Subsidiary to Taconic

- Forms Partnership to Expand Customer Access to Light Producing Animal Models -

HOPKINTON, Mass., December 14, 2009 — Caliper Life Sciences, Inc. (NASDAQ: CALP), a leading provider of tools and services for drug discovery and life sciences research, today announced that it has completed the sale of Xenogen Biosciences Corporation (“XenBio”), a subsidiary which provides in-vivo pre-clinical CRO services, to Taconic Farms, Inc. for approximately $11 million.  XenBio was acquired by Caliper as part of Caliper’s acquisition of Xenogen Corporation in 2006.  Caliper will host a conference call to discuss the transaction today, Monday, December 14, at 1:00 pm EST.

The transaction strengthens Caliper’s IVIS® imaging tools business, representing another step in Caliper’s continuing strategy to divest non-core assets in order to further enhance its focus on its core products, applications and services strengths.  Approximately 90% of XenBio’s business relates to animal production and phenotyping services which are not essential to growing Caliper’s core IVIS instrumentation business.  The sale of XenBio to Taconic significantly improves Caliper’s current cash position, and is expected to have minimal impact on Caliper’s bottom-line performance and cash flows in 2010.

Taconic’s expertise as one of the largest rodent providers in the world is expected to enhance the supply and availability of Caliper’s Light Producing Transgenic Animal (LPTA®) models for Caliper’s IVIS customers.  Concurrent with the sale of XenBio, Caliper and Taconic have entered into strategic partnership and licensing agreements under which Taconic will become the distributor of Caliper’s LPTA models  and will obtain non-exclusive rights to perform imaging services under Caliper’s extensive patent estate in this field.  The LPTA mouse strains to be distributed by Taconic were developed by Caliper for use with its IVIS instruments to determine the safety and efficacy of drug candidates.   In addition, Taconic will be able to create new mouse models for in vivo imaging applications for use by customers in IVIS instruments, which is expected to stimulate further demand in the fast-growing field of optical imaging.

“We are pleased to complete the strategic sale of XenBio and form a partnership to expand customer access to LPTA models which are important tools for our imaging customers,” commented Kevin Hrusovsky, president and CEO of Caliper.  “This sale further improves our balance sheet and will enable us to drive greater investment in our IVIS imaging business.  At the same time, through the remainder of our CDAS (formerly NovaScreen) business unit, we are able to consolidate our strategic pre-clinical CRO services in a single location and maintain our ability to offer services that are supportive of Caliper’s core technologies,” added Hrusovsky.

The total sale price for XenBio was approximately $11 million in cash, of which 10% will be held in escrow for potential indemnification claims until April 30, 2011. After the escrow and estimated transaction costs, Caliper expects to receive cash of approximately $9 million in the fourth quarter.  In addition, Caliper will be eligible to receive future payments in connection with the distribution and supply agreement for Caliper’s LPTA mouse models, and under the imaging services license agreement, each executed by Caliper and Taconic at the same time as the XenBio stock purchase agreement.  BroadOak Partners acted as financial adviser to Caliper in connection with the transaction.

As a result of the transaction, Caliper updated its guidance for expected revenue for the fourth quarter of 2009 to a range of $33.0 to $35.0 million.

Caliper will host a conference call to discuss the transaction today, Monday, December 14, at 1:00 pm EST.  To participate in the call, please dial 888.679.8033 five to ten minutes prior to the call and use the participant passcode of 35509079.  International callers can access the call by dialing 617.213.4846 and using the same passcode.

A webcast will be available at http://www.fulldisclosure.com.

Webcast and telephone replays of the conference call will be available approximately two hours after the completion of the call. To access a recording of the proceeding from December 14 to December 21, dial 888.286.8010 and use the participant passcode of 82015824. International callers can access the playback by dialing 617.801.6888 and using the same participant passcode. You may also pre-register for the call at https://www.theconferencingservice.com/prereg/key.process?key=PHGG4LV8P.

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, enabling the translation of 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 www.caliperLS.com.

Caliper, IVIS and LPTA are registered trademarks of Caliper Life Sciences, Inc.

The statements in this press release regarding future events, including statements regarding Caliper’s expectations regarding the net proceeds of the XenBio sale, Caliper’s expectation that the sale of XenBio to Taconic is expected to have minimal impact on Caliper’s bottom-line performance and operating cash flows in 2010, and Caliper’s fourth quarter revenue guidance, are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, 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 statements as a result of a number of factors. Further information on risks faced by Caliper are detailed under the caption “Risks Related To Our Business” in Caliper’s Annual Report on Form 10-K for the year ended December 31, 2008. Our filings are 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.

Investor Contact:

Peter F. McAree

Caliper Life Sciences

508.497.2215

Media Contact:

Melissa Bruno/Kristin Villiotte

Schwartz Communications

781.684.0770

caliper@schwartz-pr.com

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