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