8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  September 15, 2008

GENOPTIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33753	33-0840570
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2110 Rutherford Road

Carlsbad, CA 92008

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (760) 268-6200

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:

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

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

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

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

Item 1.01.     Entry into a Material Definitive Agreement.

On September 15, 2008, Genoptix, Inc., a Delaware corporation (“Genoptix”) entered into an amendment (the “Amendment”) to its lease agreement with Allen Joseph Blackmore, Trustee of the Blackmore Family Trust, Restated 1995 dated April 15, 2008 (as amended, the “Lease”).  The Amendment adds an additional 4,649 square feet of office space in Carlsbad, California, and brings the Lease to approximately 47,597 square feet of office space in total.  Pursuant to the Amendment, the minimum monthly rent payable was increased to approximately $124,000 during the first year of the Lease and will increase to approximately $143,500 per month in the sixth year of the lease.  In the event Genoptix exercises its option to extend the term of the Lease beyond its initial six-year term, the minimum monthly rent payable will be increased to approximately $148,000 in the first year of the five-year option term and will increase to approximately $166,000 per month in the fifth year of the option term.  This summary of the Amendment is qualified in its entirety by reference to the full text of Amendment, which is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Item 7.01.  Regulation FD Disclosure.

On September 15, 2008, the following executive officers of Genoptix adopted individual written stock trading plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended:  Tina S. Nova, Ph.D., President and Chief Executive Officer; Samuel D. Riccitelli, Executive Vice President and Chief Operating Officer; Douglas A. Schuling, Senior Vice President and Chief Financial Officer; and Christian V. Kuhlen, M.D., Esq., Vice President, General Counsel and Corporate Secretary.

Rule 10b5-1 allows persons who may be considered insiders to adopt pre-arranged written plans for trading specified amounts of company stock when they are not in possession of material nonpublic information. The plans establish predetermined trading parameters that do not permit the person adopting the plan to exercise any subsequent influence over how, when or whether to effect trades. Adoption of these plans allows officers and directors to gradually diversify their investment portfolios while avoiding concerns about initiating stock transactions while in possession of material nonpublic information.

Each plan adopted by the executive officers of Genoptix provides for the non-discretionary periodic sale of a portion of Genoptix stock held by each individual from time-to-time at fixed dates beginning in the first quarter of 2009, subject to market conditions and certain other specified limitations.  The transactions under the plans will be disclosed publicly through Form 4 filings by each of the executive officers who have adopted a plan with the Securities and Exchange Commission as transactions occur.  In addition, these transactions will be subject to the restrictions and filing requirements mandated by Rule 144 of the Securities Act of 1933, as amended.

Genoptix does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors of Genoptix in the future, or to report any modifications or termination of any publicly announced plan, except to the extent required by law.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

99.1 First Amendment to Standard Multi-Tenant Office Lease dated September 15, 2008 by and between Genoptix, Inc. and Allen Joseph Blackmore, Trustee.

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SIGNATURE

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.

	GENOPTIX, INC.
Dated: September 17, 2008	By:	/s/ Christian V. Kuhlen
		Christian V. Kuhlen, M.D., Esq.
		Vice President, General Counsel

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	First Amendment to Standard Multi-Tenant Office Lease dated September 15, 2008 by and between Genoptix, Inc. and Allen Joseph Blackmore, Trustee.

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EX-99.1

Exhibit 99.1

FIRST AMENDMENT TO STANDARD MULTI-TENANT

OFFICE LEASE – GROSS

BY AND BETWEEN

ALLEN JOSEPH BLACKMORE, TRUSTEE AS LESSOR

AND

GENOPTIX, INC. AS LESSEE

This First Amendment to Standard Multi-Tenant Office Lease – Gross (“First Amendment”) is made as of September 15, 2008, by and between Allen Joseph Blackmore, Trustee (“Lessor”) and Genoptix, Inc. (“Lessee”), who agree as follows:

1.Recitals.

a.Lessor and Lessee are parties to that certain Standard Multi-Tenant Office Lease – Gross dated April 11, 2008, and that certain Addendum to Standard Multi-Tenant Office Lease – Gross dated April 11, 2008 (“Lease”) whereby Lessee leased from Lessor approximately 42,948 rentable square feet consisting of suite numbers 100, 106 and 200 at the building located at 1811 Aston Avenue, Carlsbad, California (“Building”).

b.Section 60 of the Lease provides that Lessee has the right of first offer on Suites 103 and 104. Lessee now desires to add the already improved Suite 103, consisting of approximately 4,649 rentable square feet (3,940 useable square feet) (hereinafter, “Suite 103”) to the Lease and Lessor and Lessee have agreed to add Suite 103 to the Lease and modify the corresponding Lease provisions as set forth below.

2.Addition of Suite 103.Suite 103 is hereby added to the “Premises” as such term is defined in Section 1.2(a) of the Lease effective as of October 1, 2008.  All references to the “Premises” in the Lease shall hereinafter include said Suite 103 and the total rentable square feet of the Premises as increased by Suite 103 and set forth in Section 1.2(a) of the Lease shall be 47,597 (40,337 square feet useable). The number of Parking spaces as provided in Section 1.2(b) of the Lease is hereby increased by 18 spaces to be 191 spaces. The Lessee’s Share of Operating Expense Increase as provided in Section 1.6 of the Lease shall be increased to eighty four percent (84%).  The Security Deposit in Section 1.7(b) is increased by $12,087 to be $123,752 and Lessee shall deliver such $12,087 payment to Lessor within five (5) business days of the full execution of this First Amendment.  As Suite 103 has already been improved, no increase in the allowance for tenant improvements shall be included.

3.Base Rent for Suite 103.Lessee shall not have an obligation to pay monthly Base Rent for Suite 103 for the period from October 1, 2008 through January 1, 2009, but all other obligations of Lessee required under Paragraph 51 of the Lease shall be applicable to Suite 103.  Commencing January 1, 2009, the component of monthly Base Rent for the Premises applicable to Suite 103 shall be $12,087.00 and shall be subject to increase to the same extent as Base Rent for the other portions of the Premises on January 1 of each subsequent year commencing January 1, 2010.  Consequently, the

Base Rent for the entire Premises (including Suite 103), as described in Section 1.5 of the Lease shall be $123,752 for the period from January 1, 2009 through December 31, 2009. Section 52, Base Rent Increases, shall now provide for the following schedule of payments:

On January 1, 2010, the monthly Base Rent shall be increased to $127,465

On January 1, 2011, the monthly Base Rent shall be increased to $131,289

On January 1, 2012, the monthly Base Rent shall be increased to $135,227

On January 1, 2013, the monthly Base Rent shall be increased to $139,284

On January 1, 2014, the monthly Base Rent shall be increased to $143,462

4.Commencement and Term.Suite 103 shall be added to the Premises as of October 1, 2008 and the term for Suite 103 shall be coterminous with the Original Term applicable to the remainder of the Premises with an Expiration Date of December 31, 2014.  Suite 103 shall be included in the Option to Extend contained in Section 62 of the Lease.  Section 63, “Base Rent Increases During Option Periods,” shall now provide for the following schedule of payments:

On January 1, 2015, the monthly Base Rent shall be increased to $147,766

On January 1, 2016, the monthly Base Rent shall be increased to $152,199

On January 1, 2017, the monthly Base Rent shall be increased to $156,765

On January 1, 2018, the monthly Base Rent shall be increased to $161,468

On January 1, 2019, the monthly Base Rent shall be increased to $166,312

5.Miscellaneous.

a.This First Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement.

b.Except as specifically amended herein, the Lease shall remain in full force and effect.  If there is any conflict between the provisions of this First Amendment and the Lease, the provisions of this First Amendment shall control.  Capitalized terms not specifically defined in this First Amendment shall have the meanings given in the Lease.

c.Lessor hereby represents and warrants for the benefit of Lessee that Lessor has received the consent of First Republic  Bank, a Division of Merrill Lynch Bank & Trust Co., FSB to this First Amendment pursuant to the terms and provisions of that certain Specific Assignment, Subordination, Non-Disturbance and Attornment Agreement of record against Lessor’s title to the Project.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, Lessor and Lessee have entered into this First Amendment to Standard Multi-Tenant Office Lease – Gross as of the date first written above.

LESSEE:
GENOPTIX, INC.,
A Delaware corporation
By:	/s/ Tina S. Nova, Ph.D.
Its:	President and Chief Executive Officer
By:	/s/ C.V. Kuhlen
Its:	General Counsel
LESSOR:
/s/ Allen Joseph Blackmore, TTE
Allen Joseph Blackmore, Trustee
of the Blackmore Family Trust Restated 1995