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): April 27, 2012
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34810
| | |
| Delaware | | 33-059-5156 |
(State or other jurisdiction
of incorporation) | | (IRS Employer
Identification No.) |
12117 Bee Caves Road Building Three, Suite 100, Austin, TX 78738
(Address of principal executive offices, including zip code)
512.519.0400
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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)) |
On April 27, 2012, Vermillion, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors has unanimously nominated Paul R. Sohmer, M.D. for election as a director at the Company’s upcoming 2012 annual meeting of stockholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information
In connection with its 2012 annual meeting of stockholders, the Company will file with the Securities and Exchange Commission (“SEC”) a definitive proxy statement and other documents regarding the 2012 annual meeting, and will also mail to each stockholder of record entitled to vote at the 2012 annual meeting the definitive proxy statement and a proxy card. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S 2012 DEFINITIVE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. When they are available, the definitive proxy statement and other documents relating to the 2012 annual meeting of stockholders may be obtained free of charge from the SEC’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) at www.sec.gov or from the Company at its website, www.vermillion.com, under Investors – SEC Filings.
The Company and its directors, director nominees and executive officers may be deemed to be participants in the solicitation of proxies in connection with the Company’s 2012 annual meeting of stockholders. Detailed information concerning the Company’s directors, director nominees and officers, including their respective interests by security holdings or otherwise, is available in the Company’s preliminary proxy statement for its 2012 annual meeting of stockholders filed with the SEC on April 25, 2012, in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 27, 2012, as well as in other public filings made by the Company with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
| | | | |
| (d) | | Exhibit No. | | Description |
| | |
| | 99.1 | | Press Release dated April 27, 2012 |
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.
| | | | | | |
| | | | | | | Vermillion, Inc. |
| | | |
| Date: May 4, 2012 | | | | By: | | /s/ Eric Schoen |
| | | | | | Eric Schoen |
| | | | | | Chief Accounting Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated April 27, 2012 |
