SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 30, 2005
Ciphergen Biosystems, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | | 000-31617 | | 33-059-5156 |
(State or other jurisdiction of
incorporation or organization) | | [Commission File Number] | | (I.R.S. Employer
Identification Number) |
6611 Dumbarton Circle
Fremont, CA 94555
(Address of principal executive offices)
(510) 505-2100
(Registrant’s telephone number, including area code)
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 Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Precommencement 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
In connection with the Strategic Alliance Agreement with Quest Diagnostics Incorporated (“Quest”) dated as of July 22, 2005, Ciphergen Biosystems, Inc. (the “Company”) has further amended its Shareholder Rights Agreement dated March 20, 2002, as amended on July 22, 2005 (the “Rights Agreement”), between the Company and Wells Fargo Bank, N.A., as Rights Agent. As more fully described in the Rights Agreement, the holders of the Company’s common stock are given rights to acquire additional shares of the Company’s preferred stock upon the occurrence of specified events. The further amendment to the Rights Agreement removes the application of such purchase rights with respect to the ownership by certain of Quest’s affiliates of shares of the Company’s common stock.
Item 3.03. Material Modifications to Rights of Security Holders
Item 1.01 is incorporated here by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. | | Description |
| | |
4.5 | | Amendment to Rights Agreement between the Company and Wells Fargo Bank, N.A. dated September 30, 2005 |
2
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.
| CIPHERGEN BIOSYSTEMS, INC. |
| (Registrant) |
| |
| |
Date: October 4, 2005 | By: /S/ WILLIAM E. RICH | |
| William E. Rich |
| President and Chief Executive Officer |
3
EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
4.5 | | Amendment to Rights Agreement between the Company and Wells Fargo Bank, N.A. dated September 30, 2005 |
4
