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EX-10.1 - SETTLEMENT AGREEMENT - ORCHID CELLMARK INCdex101.htm
EX-99.1 - PRESS RELEASE - ORCHID CELLMARK INCdex991.htm

 

 

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): September 3, 2010

 

 

Orchid Cellmark Inc.

(Exact name of the registrant as specified in its charter)

 

 

 

Delaware   000-30267   22-3392819

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4390 US Route One, Princeton, NJ 08540

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (609) 750-2200

 

 

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 1.01 Entry into a Material Definitive Agreement.

On September 7, 2010, Orchid Cellmark Inc. (the “Company”) and Accipiter Capital Management, LLC (“Accipiter”) jointly announced that the Company and Accipiter (together with its affiliates) had reached an agreement in connection with the nomination of candidates for election to the Company’s Board of Directors.

A copy of the settlement agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Settlement Agreement dated September 3, 2010
99.1    Press Release dated September 7, 2010


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.

 

  Orchid Cellmark Inc.
Date: September 8, 2010   By:  

/s/ William J. Thomas

  Name:   William J. Thomas
  Title:   Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Settlement Agreement dated September 3, 2010
99.1    Press Release dated September 7, 2010