-----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, QZuVbcmLjZC1wD/8Gpn7ywaDtuThlYUgbY/xhrdwC7YLGLdC+Kw6MLI0Dqck/Pok qqoOETZ9nalubftQD3iVww== 0001193125-05-075686.txt : 20050413 0001193125-05-075686.hdr.sgml : 20050413 20050413164222 ACCESSION NUMBER: 0001193125-05-075686 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 EFFECTIVENESS DATE: 20050413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHID BIOSCIENCES INC CENTRAL INDEX KEY: 0001107216 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 223392819 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30267 FILM NUMBER: 05748675 BUSINESS ADDRESS: STREET 1: 303 COLLEGE RD. EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097502200 MAIL ADDRESS: STREET 1: 303 COLLEGE RD. EAST CITY: PRINCETON STATE: NJ ZIP: 08540 DEFA14A 1 d8k.htm FORM 8-K Form 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 13, 2005

 


 

Orchid BioSciences, Inc.

(Exact name of the registrant as specified in its charter)

 


 

Delaware   000-30267   22-3392819

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

4390 US Route One, Princeton, NJ 08540

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (609) 750-2200

 


 

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):

 

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

 

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

 

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

 

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

 



Item 8.01 Other Events.

 

On April 13, 2005, the Registrant issued a press release announcing that it is seeking shareholder approval for an amendment to its Certificate of Incorporation that will allow the Registrant to change its name from Orchid BioSciences, Inc. to Orchid Cellmark Inc. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

99.1       Press release dated April 13, 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.

 

    (Registrant)
Date: April 13, 2005   By:  

/S/    PAUL J. KELLY


    Name:   Paul J. Kelly
    Title:   President and CEO
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contact:

 

Tracy J. Henrikson

Executive Director, Corporate Communications

Orchid BioSciences, Inc.

(609) 750-2221

 

ORCHID BIOSCIENCES, INC. PROPOSES CHANGING ITS NAME TO

ORCHID CELLMARK INC.

 

PRINCETON, N.J., Apr. 13, 2005 – Orchid BioSciences, Inc. (Nasdaq: ORCH), a leading worldwide provider of identity DNA testing services, today announced that it is seeking stockholder approval to change its name to Orchid Cellmark Inc. The company believes that the new name more accurately reflects the company’s current and expected future position as a leader in the provision of DNA identity testing services.

 

“The Orchid Cellmark name combines the strong reputation of Orchid in the field of genetic variability analysis with the international brand recognition of Cellmark as a leading provider of DNA testing services,” said Paul J. Kelly, M.D., chief executive officer of Orchid. “Since our acquisition of the Cellmark brand and operations in 2001, we have continued to grow our business under this brand in both the U.S. and U.K., countries leading the world in realizing the potential of DNA identity testing for forensics, immigration, security, adoption, parentage, food safety and other important applications. We believe the name Orchid Cellmark is consistent with our strong focus on being a worldwide leading provider of genetic profile information that is helping to create a safer and healthier life for people around the globe.”

 

Orchid has filed a preliminary proxy statement regarding the name change with the Securities and Exchange Commission. This proposal will be considered at Orchid’s annual meeting of stockholders on June 8, 2005.

 

Stockholders are advised to read the proxy statement for Orchid’s 2005 annual meeting of stockholders, when it becomes available, because it will contain important information. Such proxy statement will be filed with the SEC by Orchid. Stockholders may obtain a free copy of the proxy statement, when it becomes available, and other documents filed by Orchid at the SEC’s web site at www.sec.gov. The proxy statement and such other documents may also be obtained from Orchid free of charge upon written request to Investor Relations, Orchid BioSciences, Inc., 4390 US Route One, Princeton, NJ 08540.

 

Orchid and its respective directors, executive officers and certain members of management and employees may be soliciting proxies from stockholders in favor of the actions set forth in the proxy statement. A description of any interests that Orchid directors and executive officers have in the proposed actions will be available in the proxy statement.


About Orchid BioSciences

 

Orchid is a leading provider of identity DNA testing services for the human identity and agriculture markets. In the human identity area, the company provides DNA testing services for forensic, family relationship and security applications. In the agriculture field, Orchid provides DNA testing services for food safety and selective trait breeding. Orchid’s strong market positions in these segments reflect the company’s accredited laboratories in the U.S. and U.K., its innovative genetic analysis technologies and expertise, and the world-renowned Cellmark brand that has been associated with exceptional quality, reliability and customer service for nearly two decades. More information on Orchid can be found at www.orchid.com.

 

All statements in this press release that are not historical are forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including statements regarding: our belief that the new name more accurately reflects the company’s current and expected future position as a leader in the provision of identity DNA testing services. Such statements are subject to the risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, uncertainties relating to technologies, product development, manufacturing, market acceptance, cost and pricing of Orchid products and services, dependence on government funding and collaborations, regulatory approvals, competition, intellectual property of others, patent protection and litigation. These risks and other additional factors affecting Orchid’s business are discussed under the headings “Risks Related to Our Business,” “Risks Related to the Biotechnology Industry” and “Risks Associated with Our Common Stock” in Orchid’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission, and in other filings made by Orchid with the Securities and Exchange Commission from time to time. Orchid expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Orchid’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based, except as may be required by law.

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