================================================================================ 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): February 17, 2005 CIPHERGEN BIOSYSTEMS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-31617 33-059-5156 (State or other jurisdiction of [Commission File Number] (I.R.S. Employer incorporation or organization) Identification Number) 6611 Dumbarton Circle Fremont, CA 94555 (Address of principal executive offices) (510) 505-2100 (Registrant's telephone number, including area code) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 17, 2005, Ciphergen Biosystems, Inc. issued a press release announcing financial results for its fiscal fourth quarter and fiscal year ended December 31, 2004. The press release is attached as Exhibit 99.1 to this Form 8-K. The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description - ----------- ------------------------------------------------------ 99.1 Press Release issued by Ciphergen Biosystems, Inc. on February 17, 2005 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: February 17, 2005 By: /S/ WILLIAM RICH ------------------------------------- William E. Rich President and Chief Executive Officer EXHIBIT INDEX Exhibit NUMBER DESCRIPTION - ---------- ------------------------------------------------------------------ 99.1 Press Release issued by Ciphergen Biosystems, Inc. on February 17, 2005