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: June 17, 2009
(Date of Earliest Event Reported)
Clarient, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 000-22677 | | 75-2649072 |
(State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
of Incorporation) | | File Number) | | Identification No.) |
| | | | |
31 Columbia, Aliso Viejo, California | | 92656 |
(Address of Principal Executive Offices) | | (Zip Code) |
(949) 425-5700
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
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 5.02 Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 21, 2009, the Board of Directors of Clarient, Inc. (the “Company”) adopted, subject to stockholder approval, amendments to the Company’s 2007 Incentive Award Plan (the “2007 Plan”), which amendments were approved by the Company’s stockholders at the Company’s 2009 Annual Meeting of Stockholders held on June 17, 2009. The amendments to the 2007 Plan increased the number of shares of the Company’s common stock reserved for issuance thereunder by 1,000,000 shares, or from 7,911,181 shares to 8,911,181 shares, and increased the maximum number of shares of the Company’s common stock which may be issued as incentive stock options from 4,000,000 to 5,000,000.
The foregoing summary of the amendments to the 2007 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2007 Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
10.1 | | 2007 Incentive Award Plan, as amended |
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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 hereunto duly authorized.
| Clarient, Inc. |
| |
Date: June 22, 2009 | By: | /s/ Raymond J. Land |
| Name: | Raymond J. Land |
| Title: | Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
10.1 | | 2007 Incentive Award Plan, as amended. |
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