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): May 17, 2010

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 Enhances Strategic Focus and Increases Growth Capital with Sale of Product Lines to Biotage”

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Item 1.01 Entry Into a Material Definitive Agreement

On May 17, 2010, Caliper Life Sciences, Inc. (“Caliper” or the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) involving the sale of its solvent evaporation and solid phase extraction product lines, consisting of the TurboVap® and RapidTrace® product lines, to Biotage LLC (“Biotage”) for approximately $16.5 million in cash (the “Purchase Price”) and assumed liabilities of approximately $0.5 million. The Purchase Price is subject to adjustment based upon the final determination of the working capital associated with the product line as of the closing date, which is expected to occur prior to May 28, 2010.  The Purchase Agreement contains representations, warranties and indemnities that are customary in asset purchase transactions.  In addition, Caliper has agreed not to engage in activities that are competitive with the product line for five years from the closing date.   Upon the closing date, the parties will also enter into a three-year toll manufacturing agreement, pursuant to which Caliper will exclusively manufacture and supply the TurboVap and RapidTrace products in amounts requested by Biotage from time to time at prices agreed by the parties.

Caliper’s revenue attributable to the TurboVap and RapidTrace product lines was approximately $9.5 million in the fiscal year ended December 31, 2009, and $2.5 million in the quarter ended March 31, 2010.

On May 18, 2010, the Company issued a press release announcing the entry into the Asset 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 Asset Purchase Agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2010.

Item 7.01 Regulation FD Disclosure

Assuming that the sale of the TurboVap and RapidTrace  product lines is completed on or before May 28, 2010, the Company anticipates that the transactions described in Item 1.01 above will have the following financial impact upon its 2010 results.

·A reduction in total revenues for the remainder of 2010 (June 1 through December 31) of approximately $5.0 to $6.0 million, including approximately $1.5 million in the second fiscal quarter.

·An increase in operating loss before interest and taxes of approximately $3.0 million on a full year basis.

Please see the disclosure regarding the TurboVap and RapidTrace product lines and related press release set forth under “Item 1.01 — Entry Into a Material Definitive Agreement,” which is incorporated into this Item 7.01 by reference.

The information in Item 7.01 of this report 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 in this Item 7.01 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.

Item 9.01 Financial Statements and Exhibits.

(b)  The unaudited pro forma financial information required by this item will be filed within four (4) business days following the closing date of the transaction described in Item 1.01 above.

(d)  The following exhibit is furnished with this report.

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ExhibitNumber	Description of Document
99.1	Press release dated May 18, 2010, entitled “Caliper Enhances Strategic Focus and Increases Growth Capital with Sale of Product Lines to Biotage.”

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.
May 18, 2010	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 Enhances Strategic Focus and Increases Growth Capital with Sale of Product Lines to Biotage

HOPKINTON, Mass., May 18, 2010 — Caliper Life Sciences, Inc. (NASDAQ: CALP), a leading provider of tools and services for drug discovery and life sciences research, today announced that it reached an agreement to sell its RapidTrace® solid phase extraction and TurboVap® evaporation product lines to Biotage AB for $16.5 million in cash.

“Divesting these product lines is a win-win for Caliper and Biotage.  For Caliper, it simplifies our product offerings allowing further focus on our core growth businesses of biomolecular sample preparation, imaging and analysis platforms, and also adds cash to our balance sheet to enable potential future strategic investments.  For Biotage, these product lines expand its sample preparation expertise and broaden its target markets outside the pharma segment.  Beyond this sale, we believe there are future manufacturing, innovation and commercial channel collaboration opportunities between Caliper and Biotage,” said Kevin Hrusovsky, President and CEO of Caliper. “As a result of this divestiture, our patented, proprietary IVIS® Imaging Systems and LabChip® product groups now comprise more than 75 percent of Caliper’s revenue.  The proceeds from this sale will enhance our capability to make additional investments in the high-growth markets we serve, including next generation sequencing, biotherapeutics, molecular diagnostics and imaging.”

Biotage is acquiring the RapidTrace and TurboVap product lines and associated assets for $16.5 million in cash and assumed liabilities of approximately $0.5 million.  The sale is expected to close prior to May 28, 2010.  Caliper will continue to manufacture these products for Biotage under a three-year manufacturing supply arrangement.  Approximately eight Caliper employees involved with these product lines will be offered positions with Biotage.

“This acquisition represents an opportunity for Biotage to combine our best-in-class SPE consumables with robust automation to create workflow solutions for our customers,” said Torben Jörgensen, President and CEO of Biotage. “Caliper built an excellent reputation in this market and is working closely with us to ensure current customers will continue to receive the same high level of service and support through a period of transition and beyond.”

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 www.caliperLS.com.

About Biotage

Biotage offers solutions, knowledge and experience in the areas of analytical and medicinal chemistry. The customers include the world’s top pharma and biotech companies, as well as leading academic institutes. The company is headquartered in Uppsala, Sweden, and has offices in the United States, United Kingdom and Japan. Biotage has 253 employees and had sales of SEK 394,1m in 2009. Biotage is listed on the NASDAQ OMX Nordic Stock Exchange. Website: www.biotage.com

Caliper, IVIS, LabChip, RapidTrace, and TurboVap are registered trademarks of Caliper Life Sciences, Inc.

The statements in this press release regarding future events, including statements regarding Caliper’s expectation that the divestiture of the RapidTrace and TurboVap product lines will provide growth capital to expand its biomolecular sample preparation and analysis platforms, Caliper’s expectation that the divestiture will strengthen its strategic focus, Caliper’s belief that there are future manufacturing, innovation and commercial channel collaboration opportunities between Caliper and Biotage, Caliper’s expectation that the proceeds from the sale will enhance its capability to make additional investments in the high-growth markets it serves, and Caliper’s expectation that the closing of the sale of these product lines will occur before May 28, 2010, 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, including Caliper’s inability to satisfy one or more conditions required to close the contemplated divestiture of these product lines. 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, 2009. 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

SVP and Chief Financial Officer

Caliper Life Sciences

508.497.2215

Media Contact:

Stacey Holifield/Kristin Villiotte

Schwartz Communications

781.684.0770

caliper@schwartz-pr.com

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