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):
December 26, 2008
RESPONSE GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-1124608 | | 11-3525548 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification no.) |
1640 Marengo St., 6th Floor
Los Angeles, California 90033
(323) 224-3900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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):
| | 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 December 26, 2008, Response Genetics, Inc. (the “Company” or “RGI”) amended and restated its master service agreement with GlaxoSmith Kline, Ltd. (“GSK”), a leading pharmaceutical manufacturer (the “GSK Agreement”). Pursuant to the amendment, the term of the GSK Agreement has been extended for a two-year period, with the option for the parties to extend the GSK Agreement for additional one-year periods, upon their mutual written agreement. In addition, RGI will become a preferred provider to GSK and its affiliates of genetic testing services on a fee-for-service basis and, in anticipation of the services to be provided, GSK agreed to make a non-refundable upfront payment of $1,300,000 to the Company on or before December 31, 2008. This payment may be credited against future work undertaken in the period beginning on January 1, 2009 and ending on December 31, 2010.
A copy of the press release announcing the amendment of the GSK Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| | Exhibit Number | Description |
| | 99.1 | Press Release, dated January 2, 2009. |
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.
| | RESPONSE GENETICS, INC. |
| | | |
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| Dated: January 2, 2009 | By: | /s/ Thomas Stankovich | |
| | | Thomas Stankovich Vice President and Chief Financial Officer |
