8-K 1 d8k.htm ORCHID CELLMARK INC--FORM 8-K Orchid Cellmark Inc--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): November 21, 2006

Orchid Cellmark 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)

 

¨ 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 November 21, 2006, the Registrant issued a press release announcing that it had entered into a Securities Purchase Agreement for the private placement of 4,874,630 shares of the Registrant’s common stock at a purchase price of $2.88 per share. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release dated November 21, 2006.


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.

 

    Orchid Cellmark Inc.
Date: November 21, 2006     By:   /s/ Warren T. Meltzer
      Name:   Warren T. Meltzer
      Title:   Vice President—Law and General Counsel


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press Release dated November 21, 2006.