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): February 17, 2009
Celera Corporation
(Exact name of registrant as specified in its charter)
001-34116
(Commission File Number)
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| Delaware | | 26-2028576 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
1401 Harbor Bay Parkway
Alameda, CA 94502
(Address of principal executive offices, with zip code)
(510) 749-4200
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On February 17, 2009, Celera Corporation (“Celera” or the “Company”) issued a news release announcing its financial results for the fiscal quarter ended December 27, 2008. A copy of the news release is attached hereto as Exhibit 99.1.
To supplement the Company’s financial results presented on a U.S. GAAP basis, the Company’s news release contains non-GAAP financial measures, including non-GAAP income before income taxes, non-GAAP net income and non-GAAP net income per share.
To derive non-GAAP net income for the three-months ended December 27, 2008, the Company excluded the present value discount charge associated with the revision of the Abbott strategic alliance agreement, employee-related charges, amortization and impairment of purchased intangible assets and the tax effect of these items. To derive non-GAAP net income for the six-months ended December 27, 2008, the Company excluded the impairment of short-term investments in addition to the items identified above. To derive non-GAAP net income for the three and six months ended December 31, 2007, the Company excluded restructuring charges, amortization and impairment of purchased intangible assets and the tax effect of these items.
The Company’s management believes these non-GAAP financial measures provide useful information to investors regarding various financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance.
Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the news release and financial schedules of historical non-GAAP financial measures to the most directly comparable historical GAAP financial measures. However, in the case of forward-looking non-GAAP financial measures, the Company has not provided corresponding forward-looking GAAP financial measures because such measures are not available without unreasonable effort. The Company cannot predict the occurrence, timing, or amount of all items that it excludes from forward-looking non-GAAP financial measures but which could potentially be significant to the calculation of the Company’s GAAP financial measures for future fiscal periods. Management does not intend the presentation of these non-GAAP financial measures to be considered in isolation or as a substitute for GAAP financial measures. These non-GAAP financial measures should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.
The information furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following material is furnished with this Current Report on Form 8-K:
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| 99.1 | | News Release dated February 17, 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.
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| | | | CELERA CORPORATION |
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| Date: February 17, 2009 | | | | By: | | /s/ Scott Milsten |
| | | | | | | | Scott Milsten |
| | | | | | | | Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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| 99.1 | | News Release dated February 17, 2009 |
