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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):  December 30, 2010

CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

(508) 435-9500

(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 (see General Instruction A.2. below):

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            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.  Entry into a Material Definitive Agreement; and

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 30, 2010, Caliper Life Sciences, Inc. and its subsidiaries (collectively, “Caliper”) entered into a Third Amended and Restated Loan and Security Agreement (the “Agreement”) with Silicon Valley Bank (“SVB”), amending and restating the Second Amended and Restated Loan and Security Agreement dated as of March 6, 2009 (the “Credit Facility”).  The principal modifications to the Credit Facility effected by the Agreement were (i) an extension of the maturity date of the Credit Facility to April 1, 2013, (ii) a reduction of the applicable interest rate and facility fees payable by Caliper under the Credit Facility, (iii) an increase in the advance rate against Caliper’s cash held at SVB for purposes of determining the amount available to be borrowed by Caliper under the Credit Facility, and (iv) the establishment of new financial covenant levels through the extended maturity date for the Credit Facility.  The Agreement will be filed as an exhibit to our Annual Report on Form 10-K for the year ending December 31, 2010.

The Credit Facility with SVB permits Caliper to borrow up to $25 million in the form of revolving loan advances, including up to $5 million in the form of letters of credit. Principal borrowings under the Credit Facility accrue interest at a floating annual rate equal to SVB’s prime.  Under the Credit Facility, Caliper is permitted to borrow up to $25 million, subject to a borrowing base limit consisting of (a) 80% of Eligible Accounts Receivable, as defined in the Credit Facility, plus (b) the lesser of 90% of Caliper’s unrestricted cash at SVB or $15 million.

The Credit Facility contains traditional lending and reporting covenants through the maturity date, including certain financial covenants applicable to Caliper’s liquidity and earnings that are tested as of the last day of each quarter.  The Credit Facility also includes a net liquidity clause, whereby if Caliper’s cash less outstanding borrowings falls below $0.5 million, SVB is then permitted to apply Caliper’s accounts receivable collections to its outstanding obligations under the Credit Facility.  Such amounts may be re-borrowed on a revolving basis pursuant to the defined borrowing base.  The Credit Facility also includes rights for SVB to accelerate the maturity of the debt, lower the borrowing base or stop making advances, if SVB determines, based upon its good faith business judgment, that events or conditions may adversely affect the value of the collateral securing the Credit Facility or Caliper’s ability to repay amounts outstanding under the Credit Facility.  The Credit Facility also includes several potential events of default such as payment default, material adverse change conditions and insolvency conditions that could cause interest to be charged at the interest rate in effect as of the date of default plus two percentage points, or in the event of any uncured events of default (including non-compliance with liquidity and earnings financial covenants), could result in SVB’s right to declare all outstanding obligations immediately due and payable.

Caliper utilizes the Credit Facility as a source of capital for ongoing operations and working capital needs.  As of December 31, 2010, there were no outstanding borrowings under the Credit Facility.

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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, thereunto duly authorized.

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