SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
x | Soliciting Material Pursuant to Section 240.14a-12 |
Xenogen Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
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¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 011(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(4) | Date Filed: |
Notes:
Important Notice:
Caliper Life Sciences, Inc. and Xenogen Corporation have entered into a merger agreement, pursuant to which it is proposed that Caliper Life Sciences, Inc. will acquire Xenogen Corporation. In connection with the proposed merger, Xenogen Corporation will be filing a proxy statement with the Securities and Exchange Commission. Investors and security holders of Xenogen Corporation are advised to read the proxy statement regarding the proposed merger referred to in this communication when it becomes available because it will contain important information. Xenogen Corporation expects to mail a proxy statement about the proposed merger to its stockholders. In addition to the proxy statement, Xenogen Corporation files annual, quarterly, and special reports, proxy statement and other information with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the proxy statement and any other documents filed by Xenogen Corporation at the Securities and Exchange Commission’s web site at http://www.sec.gov and directly from Xenogen Corporation.
Information on risks faced by Caliper are included under the caption Factors Affecting Operating Results in Caliper’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2005, and in Caliper’s other SEC reports. These SEC filings are available on the Website maintained by the Securities and Exchange Commission at www.sec.gov. Caliper does not undertake any obligation to update forward-looking or other statements in the following slides to reflect any change in Caliper’s expectations with regard to such statements or any change in events, conditions or circumstances on which any such statements are based.
For a discussion of factors that could impact Xenogen’s financial results and cause its results to differ materially from those in the forward-looking statements, if any, contained in the following slides, please refer to Xenogen’s filings with the Securities and Exchange Commission, particularly its Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2005 filed with the Securities and Exchange Commission on November 14, 2005. Xenogen does not undertake any obligation to (and specifically disclaims any such obligation to) update or alter forward-looking or other statements in the in the following slides to reflect any change in Xenogen’s expectations with regard to such statements or any change in events, conditions or circumstances on which any such statements are based.
Xenogen Corporation and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Xenogen Corporation with respect to the proposed merger. Information regarding such officers and directors is included in Xenogen Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and in its proxy statement for its 2005 annual meeting, filed with the Securities and Exchange Commission. This document is available free of charge at the Securities and Exchange Commission’s web site at http://www.sec.gov and directly from Xenogen Corporation.
On February 14, 2006, Xenogen Corporation held a meeting with its employees to discuss the proposed business combination between Xenogen Corporation and Caliper Life Sciences, Inc. At that meeting, representatives of Caliper Life Sciences, Inc. presented slides relating to Caliper’s business as well as the following slides relating to the proposed business combination: