Clarient 10-Q/A 2005 Q2 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

Mark One

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2005

OR

o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period from                        to                       

COMMISSION FILE NUMBER 000-22677

CLARIENT, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	75-2649072
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
33171 PASEO CERVEZA SAN JUAN CAPISTRANO, CA	92675
(Address of principal executive offices)	(Zip code)

(949) 443-3355

(Registrant’s telephone number, including area code)

CHROMAVISION MEDICAL SYSTEMS, INC.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes ý        No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o        No ý

As of July 31, 2005 there were 51,811,738 shares outstanding of the Registrant’s Common Stock, $0.01 par value.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 to amend Exhibit 10.1 filed therewith.  The amendment is being made to restore certain provisions of Exhibit 10.1 that we had originally requested be treated confidentially. The restoration of the redacted provisions is being made at the request of the staff of the Securities and Exchange Commission. This Amendment No. 1 does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q and, other than the filing of the revised portions of Exhibit 10.1, does not modify or update the disclosures in the original Quarterly Report on Form 10-Q in any way.

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PART II — OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number	Description
10.1	Distribution and Development Agreement dated July 18, 2005 between the Company and DakoCytomation Denmark A/S (*)†
31.1	Certifications pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) for Ronald A. Andrews. (+)
31.2	Certifications pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a) for Stephen T. D. Dixon. (+)
32.1	Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Ronald A. Andrews. (+)
32.2	Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Stephen T. D. Dixon. (+)

(*)Filed herewith.

†Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.

(+)Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLARIENT, INC.
DATE:  JANUARY 31, 2006	BY:	/s/ Ronald A. Andrews
		Ronald A. Andrews
		President and Chief Executive Officer
DATE:  JANUARY 31, 2006	BY:	/s/ Stephen T. D. Dixon
		Stephen T.D. Dixon
		Executive Vice President and Chief Financial Officer

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