0001193125-11-146646.txt : 20110520 0001193125-11-146646.hdr.sgml : 20110520 20110520164157 ACCESSION NUMBER: 0001193125-11-146646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110516 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHID CELLMARK INC CENTRAL INDEX KEY: 0001107216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223392819 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30267 FILM NUMBER: 11862113 BUSINESS ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097502200 MAIL ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: ORCHID BIOSCIENCES INC DATE OF NAME CHANGE: 20000217 8-K 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) May 16, 2011

 

 

Orchid Cellmark Inc.

(Exact name of 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, New Jersey   08540
(Address of principal executive offices)   (Zip Code)

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

 

(Former name or former address, if changed since last report.)

 

 

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 3.03. Material Modification to Rights of Security Holders.

At the close of business on May 16, 2011, the Rights Agreement, dated as of July 27, 2001, as amended, by and between Orchid Cellmark Inc. (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”), and the related rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock, expired pursuant to their terms. As a result, each outstanding share of the Company’s common stock, par value $0.001 per share (“Common Stock”), is no longer accompanied by a Right. The holders of Common Stock were not entitled to any payment as a result of the expiration of the Rights Agreement and the Rights issued thereunder.

As a result of the expiration of the Rights Agreement, the Company will revise the certificate for shares of its Common Stock to delete the legend included on the reverse side thereof relating to the Rights Agreement. The revised specimen is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

4.1    Specimen Common Stock Certificate of Orchid Cellmark Inc.

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: May 20, 2011     By:  

/s/ William J. Thomas

    Name:   William J. Thomas
    Title:   Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit No.

   

Description

4.1    Specimen Common Stock Certificate of Orchid Cellmark Inc.
 EX-4.1 2 dex41.htm SPECIMEN COMMON STOCK CERTIFICATE Specimen Common Stock Certificate

Exhibit 4.1

[CERTIFICATE]

COMMON STOCK

 

Number       Common Shares
   [GRAPHIC]   

INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE

      

CUSIP 68571P 10 0

SEE REVERSE FOR CERTAIN DEFINITIONS

   ORCHID   

ORCHID CELLMARK INC.

 

 

THIS CERTIFIES THAT

IS THE HOLDER OF

 

 

FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.001 PER SHARE, of [GRAPHIC] ORCHID CELLMARK INC.

transferable on the books of the Corporation by the holder hereof or by its duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be held subject to the laws of the State of Delaware and the provisions of the Certificate of Incorporation and the By-laws of the Corporation, as amended from time to time to which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures, of its duly authorized officers.

 

[ORCHID CELLMARK INC. SEAL]      
      COUNTERSIGNED AND REGISTERED:

Dated:

      

AMERICAN STOCK TRANSFER & TRUST COMPANY

(NEW YORK, N.Y.)

TRANSFER AGENT AND REGISTRAR

      BY  
[ILLEGIBLE SIGNATURE]   [ILLEGIBLE SIGNATURE]       AUTHORIZED SIGNATURE
Secretary   Chairman, President and Chief Executive Officer      

ORCHID CELLMARK INC.

The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM    -    as tenants in common    UNIF GIFT MIN ACT=   

 

    Custodian   

 

TEN ENT    -    as tenants by the entireties       (Cust)       (Minor)
JT TEN    -    as joint tenants with right of survivorship and not as tenants in common   

under Uniform Gifts to Minors

         Act   

 

   
            (State)   

Additional abbreviations may also be used though not in the above list.

For value received,                                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 

   

 

 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

 

 

   Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

 

   Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
 

Dated,                     

 

 

   

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANCE WHATEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.