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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   Form 10-K/A    FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Mark One)ý
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2004or ̈
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from            to            .
 Commission file number 000-28229 Caliper Life Sciences, Inc. (Exact name of registrant as specified in its charter)
 Delaware(State or Jurisdiction of
Incorporation or organization)
    
    33-0675808(I.R.S. Employer
Identification Number)
 68 Elm Street
Hopkinton, MA 01748(Address and zip code of principal executive offices) Registrants telephone number, including area code: (508) 435-9500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ý  ̈
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  ̈ Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). ý  ̈
 Based on the closing sale price of common stock on the Nasdaq National Market on June 30,
2004, the aggregate 1.




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market value of the voting stock held by non-affiliates of the registrant was $103,520,318.
Excludes an aggregate of 7,093,021 shares of common stock held by officers and directors and by
each person known by the registrant to own 5% or more of the outstanding common stock. Exclusion of
shares held by any of these persons should not be construed to indicate that such person possesses
the power, direct or indirect, to direct or cause the direction of the management or policies of
the registrant, or that such person is controlled by or under common control with the registrant. The number of shares outstanding of registrants common stock, $0.001 par value was 30,497,006
at February 28, 2005. DOCUMENTS INCORPORATED BY REFERENCE None.   2.




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TABLE OF CONTENTS  Part IIIItem 10. Directors and Executive officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-31.3 Certification of CEOEX-31.4 Certification of CFO    Table of Contents  EXPLANATORY NOTE We are filing this amendment to our Annual Report on Form 10-K, originally filed with the
Securities and Exchange Commission on March 16, 2005, solely for the purpose of amending and
supplementing Part III of the Annual Report on Form 10-K. This amendment changes our Annual Report
only by including information required by Part III (Items 10, 11, 12, 13 and 14). In addition, we
are also including the Item 31.3 and 31.4 exhibits required by the filing of his amendment. 3.




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Part III 
 Item 10. Directors and Executive officers of the Registrant Directors We currently have six members on our Board of Directors. The following are our directors
names, ages and term of office (annual meeting of stockholders at which his/her term of office
expires) as of April 1, 2005: Name
    
    Age
    
    Term of OfficeDaniel L. Kisner, M.D
    
    
    58
    
    
    
    2005Kathryn A. Tunstall
    
    
    54
    
    
    
    2006E. Kevin Hrusovsky
    
    
    43
    
    
    
    2006Van Billet
    
    
    51
    
    
    
    2007Robert C. Bishop, Ph.D.
    
    
    62
    
    
    
    2007David V. Milligan, Ph.D.
    
    
    64
    
    
    
    2007
 Biographical information relating to our directors is as follows: Daniel L. Kisner, M.D, has been a director since March 1999 and has served as Chairman of the
Board since July 2002. He is currently a partner at Aberdare Ventures, a venture capital firm
investing in early stage healthcare companies. Dr. Kisner served as our President and Chief
Executive Officer from February 1999 to July 2002 before being elected Chairman of the Board on
July 1, 2002. From May 1994 to January 1999, Dr. Kisner served as a President and Chief Operating
Officer of Isis Pharmaceuticals, Inc., a biotechnology company. From February 1993 to May 1994,
Dr. Kisner served as Executive Vice President and Chief Operating Officer of Isis Pharmaceuticals.
From March 1991 to February 1993, he served as Executive Vice President of Isis Pharmaceuticals and
was responsible for business and product development, and manufacturing. From December 1988 to
March 1991, Dr. Kisner served as Division Vice President of Pharmaceutical Development for Abbott
Laboratories. Dr. Kisner is currently a director of Sequenom, Inc. Dr. Kisner has held a tenured
position in the Division of Oncology at the University of Texas, San Antonio School of Medicine and
is certified by the American Board of Internal Medicine and certified in Medical Oncology. Dr.
Kisner holds a B.A. from Rutgers University and an M.D. from Georgetown University. Kathryn A. Tunstallhas been a director since February 2004. Ms. Tunstall served as President
and CEO of Conceptus, Inc. a medical technology company, from July 1993 through December 1999,
when she retired. From 1990 to 1993, Ms. Tunstall served as President of the Edwards Less Invasive
Surgery Division of Baxter International, a division engaged in the development, manufacturing and
marketing of cardiovascular catheters. From 1974 to 1986, Ms. Tunstall served in a variety of
management positions in finance, operations and marketing for two divisions of American Hospital
Supply Corporation, a public manufacturer and distributor of healthcare products. Ms. Tunstall
holds a B.A. in Economics, with a business emphasis from the University of California at Santa
Barbara. Ms. Tunstall also serves as Chairman of the Board of Directors of Conceptus. E. Kevin Hrusovskywas appointed President and CEO of Caliper immediately following the
acquisition of Zymark Corporation, a liquid handling instruments company, by Caliper in July 2003.
Prior to the acquisition, Mr. Hrusovsky had served as President and CEO of Zymark since 1996. From
1992 to 1996, Mr. Hrusovsky was Director of International Business, Agricultural Chemical Division,
and President of the Pharmaceutical Division, for FMC Corporation, a diversified holding company.
From 1983 to 1992, Mr. Hrusovsky held several management positions at E.I. DuPont de Nemours,
including North American Sales and Marketing Head, Teflon. He has also served as a board member of
the Association for Laboratory Automation since January 2003. He received his B.S. in
Mechanical Engineering from Ohio State University, and an M.B.A. from Ohio University. Mr.
Hrusovsky has also completed extended M.B.A. courses at Harvard University, and has received an
honorary doctorate from Framingham State College for his contributions to life sciences. Mr.
Hrusovsky is also a member of the Board of Directors of Xenogen Corporation, a biotechnology
company. Van Billethas been a director since March 2004. Mr. Billet has served as Vice President and
Chief Financial Officer of The Berwind Company LLC, a privately held diversified holding company,
since May 2002. From May 2001 to April 2002, Mr. Billet was a corporate consultant. From June
2000 to April 2001, Mr. Billet was 4.




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an executive at Hercules, Inc., a specialty chemical company, and was named Senior Vice
President and CFO of Hercules in November 2000. From 1999 through 2000, he served as Vice
President and CFO of PJM Interconnection, LLC, an electric power pooling company. From 1995 to
1999, Mr. Billet served in various capacities at Lyondell Chemical Company (formerly ARCO Chemical
Company), a chemical manufacturing company, including most recently as Vice President of Finance.
Mr. Billet received a B.S. in accounting and business administration from LaSalle University, a
J.D. from Suffolk University Law School, and a legal Masters Degree in tax from Temple University
Law School. In connection with the combination of Caliper with Zymark, Caliper entered into a
stock purchase agreement with The Berwind Company LLC and Berwind Corporation, pursuant to which
Caliper agreed to nominate a nominee of Berwind reasonably acceptable to Caliper for election to
Calipers Board. Caliper nominated Mr. Billet to the Board pursuant to its obligations under the
terms of the stock purchase agreement. Robert C. Bishop, Ph.D.has been a director since April 2002. Dr. Bishop has served as
President and Chief Executive Officer of AutoImmune Inc., a biopharmaceutical company, since May
1992 and has been the Chairman of AutoImmunes Board of Directors since May 1999. From 1986 to
1992, Dr. Bishop held senior management positions, including Group President for Therapeutics, at
Allergan, Inc., an opthalmic pharmaceutical/medical device company. From 1976 through 1986, Dr.
Bishop was an executive of American Hospital Supply Corporation. Dr. Bishop received his B.A.
degree in Psychology and a Ph.D. in Biochemistry from the University of Southern California, and
his M.B.A. from the University of Miami. Dr. Bishop is a director of Millipore Corporation and
Optobionics Corporation. Dr. Bishop is also a member of the Board of Managers/Trustees for the
MFS/Sun Life Series Trust and Compass Accounts advised by MFS Investment Management. David V. Milligan, Ph.D.has been a director since October 1996 and was the Chairman of the
Board until July 2002. He is currently Vice-Chairman. He has been a Vice President and Special
Limited Partner of Bay City Capital, a merchant bank, since 1997. From 1979 to 1996, Dr. Milligan
served in a variety of management positions at Abbott Laboratories, a healthcare products company.
During his career at Abbott Laboratories he led both the diagnostic products and pharmaceutical
products research and development organizations and was Senior Vice President and Chief Scientific
Officer when he retired at the end of 1996. Dr. Milligan is currently Chairman of the Board of
Galileo Pharmaceuticals, a director of Reliant Pharmaceuticals, ICOS Corporation, Pathway
Diagnostics and Vicuron Pharmaceuticals. He is a member of the Chemistry Department Advisory Board
of Princeton University as well as the Chemical Sciences Leadership Council of the University of
Illinois at Urbana-Champaign. Dr. Milligan holds an A.B. in Chemistry from Princeton University
and M.S. and Ph.D. degrees in Organic Chemistry from the University of Illinois. Executive Officers and Key Employees The following are our executive officers and key employees, together with their ages and
biographical information, as of April 1, 2005: Name
    
    Age
    
    PositionE. Kevin Hrusovsky
    
    
    43
    
    
    President and Chief Executive OfficerBruce J. Bal
    
    
    46
    
    
    Vice President, Operations and Aftermarket BusinessesEnrique Bernal
    
    
    66
    
    
    Vice President, Instrument R&DAndrea W. Chow, Ph.D.
    
    
    47
    
    
    Vice President, Microfluidics R&DStephen E. Creager
    
    
    51
    
    
    Vice President and General CounselThomas T. Higgins
    
    
    53
    
    
    Executive Vice President and Chief Financial OfficerWilliam C. Kruka
    
    
    44
    
    
    Vice President, Business DevelopmentPeter F. McAree
    
    
    40
    
    
    Vice President, FinanceAuro Nair, Ph.D.
    
    
    44
    
    
    Vice President, North American SalesMark T. Roskey, Ph.D.
    
    
    45
    
    
    Vice President, Worldwide MarketingJean-Louis Rufener
    
    
    60
    
    
    Vice President, International Operations
 Biographical information relating to our executive officers and key employees is as follows: For the biographical information with respect to E. Kevin Hrusovsky, Calipers President and
Chief Executive Officer, see Directors above. 5.




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Bruce J. Balwas appointed to the position of Vice President, Operations and Aftermarket
Businesses following the combination of Caliper with Zymark. Mr. Bal joined Zymark in 1997 as Vice
President of R&D and Operations. He previously worked at FMC Corporation, a diversified holding
company, in the Biotechnology Division as Director of Operations. He has also held a wide range of
management positions in his 13 years at E.I. DuPont de Nemours and was general manager of United
States Pollution Control, Inc. in Utah. Mr. Bal received a B.S. in Chemical Engineering from the
University of Wisconsin in 1981 and an MBA from Loyola University, Louisiana in 1986. Enrique Bernalwas appointed to the position of Vice President, Instrument R&D following the
combination of Caliper with Zymark. Mr. Bernal joined Zymark in February 1999, prior to which he
worked at Galileo Corporation of Sturbridge, Massachusetts, a developer and manufacturer of
electron multipliers and optical fiber products, where he was responsible for all engineering
functions and product development. Previously, he had spent 29 years at Honeywell Inc. He received
a B.S. in Physics from the College of St. Thomas, and a Masters in Physics from the University of
Minnesota. Andrea W. Chow, Ph.D.was appointed to the position of Vice President, Microfluidics R&D, in
December 2003. Prior to that, she held the position of Senior Director of Microfluidics at Caliper.
Before joining Caliper in 1997, Dr. Chow conducted research at the Lockheed Palo Alto Research
Laboratories and SRI International, and completed a postdoctoral fellowship at the University of
Bristol in the United Kingdom. Dr. Chow received her B.S. degree in Chemical Engineering from the
University of Southern California, and M.S. and Ph.D. degrees in Chemical Engineering from Stanford
University. Stephen E. Creagerjoined Caliper in October 2002 as Associate General Counsel and was
appointed Vice President and General Counsel in June 2003. Prior to joining Caliper, Mr. Creager
was Vice President of Business Development for Tyco Electronics, an operating unit of Tyco
International involved in the development and manufacture of electronic components. In this role,
he provided the legal support for the business development initiatives of Tyco Electronics,
including the acquisition of over 40 businesses. Prior to taking on these business development
responsibilities at Tyco Electronics, Mr. Creager served as the General Counsel of Tyco
Electronics. Prior to that, Mr. Creager served as Associate General Counsel of Raychem Corporation,
a manufacturer of electronic components, from November 1993 until August 1999, when Raychem was
acquired by Tyco Electronics. Prior to his experience at Raychem, Mr. Creager was in private legal
practice for nine years. Mr. Creager received a B.A. degree from The Evergreen State College, and
a Masters of Philosophy degree in economics and a J.D. degree, both from Yale University. Thomas T. Higginsjoined Caliper in January 2005 as Executive Vice President and Chief
Financial Officer. Prior to joining Caliper, Mr. Higgins was Executive Vice President, Operations
and Chief Financial Officer at V.I. Technologies, Inc., a biotechnology company developing novel
anti-infective technologies. In that position, Mr. Higgins was responsible for finance and
accounting, capital financing activities, investor relations, and research and development support
activities. Mr. Higgins also had responsibility for the New York-based plasma manufacturing
business until its divesture in 2001. Prior to joining V.I. Technologies in 1998, Mr. Higgins was
with Cabot Corporation, a global specialty chemicals company, from 1985 where he held various
senior operations and finance positions during his tenure. In his last position he served as
Executive Vice President of Cabots LNG operations, and prior to that was responsible for Cabots
Asia Pacific carbon black operations. He also served in other senior management roles for Cabots
Asia business. Before Cabot, Mr. Higgins was with PricewaterhouseCoopers. Mr. Higgins holds a B.B.A
with honors from Boston University. William C. Krukajoined Caliper in 2002 as Vice President, Business Development. Prior to
joining Caliper, Mr. Kruka was Senior Manager of Business Development with Applied Biosystems
Group, an Applera Corporation business, a leading life science tool provider. In this role, he led
the business development initiatives for proteomics, including related mass spectrometry, sample
preparation, chromatography and microfluidic technologies. These initiatives included developing
strategy, formulating deal structures and negotiating collaborations, licensing deals and
divestitures. He also chaired an internal business development council that addressed strategic and
operational matters from a cross-functional business and technology perspective. Prior to Applied
Biosystems, Mr. Kruka held a number of corporate business development, sales, marketing and
administration positions with Applera and its predecessors, PE Corporation and The Perkin-Elmer
Corporation from 1983 to 2002. Peter F. McAreewas appointed to the position of Vice President, Finance following the
combination of Caliper with Zymark. Mr. McAree joined Zymark as Chief Financial Officer in May
2001 after serving in the same 6.




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capacity as an independent consultant since November 2000. From January 2000 through November
2000, Mr. McAree served as Chief Financial Officer of Iconomy.com, Inc., a commerce solutions
provider. From January 1999 through December 1999 Mr. McAree was an independent consultant. From
January 1997 through December 1998, Mr. McAree worked at Elcom International, Inc., a commercial
distributor of personal computers, as Executive Vice President, Finance and as President of its
electronic commerce software business, Elcom Systems, Inc. Prior to Elcom, Mr. McAree was Chief
Financial Officer of Geerlings & Wade, Inc., a direct marketer of wine, from 1995 through 1996.
Mr. McAree started his career in the Enterprise Group of Arthur Andersen, Boston, where he held
various positions, most recently as Senior Manager in 1995. He received his B.S. in Accountancy
from Bentley College, Waltham, MA, and is a licensed Certified Public Accountant in Massachusetts. Auro Nair, Ph.D.was appointed to the position of Vice President, North American Sales
following the combination of Caliper and Zymark, where since 1998 he had led Zymarks North
American Sales organization. Prior to his employment at Zymark, Dr. Nair managed Quality Compliance
and Analytical Services at Glaxo Wellcome, Singapore, where he was responsible for all analytical
chemistry support for two manufacturing plants and a pilot facility. Dr. Nair received his Ph.D. in
Analytical Chemistry from the University of Oklahoma, a B.S. in Chemistry from the University of
Sciences, Malaysia, and an M.B.A. from Suffolk University Mark T. Roskey, Ph.D.was appointed to the position of Vice President, Worldwide Marketing
following the combination of Caliper and Zymark, where he had held this role since he joined Zymark
in December 2001. Prior to that, Dr. Roskey worked for six years at Applied Biosystems, a life
sciences company, where he served as Director of Marketing. He has more than 15 years of experience
in product research, development and strategic marketing with complex biological solutions and
automated instrument systems. Dr. Roskey holds a B.S. in Biology from Framingham State College, a
Ph.D. in Microbiology from the University of Notre Dame and completed a postdoctoral fellowship in
Molecular Immunobiology at the Harvard Medical School . Jean-Louis Rufenerwas appointed to the position of Vice President, International Operations
following the combination of Caliper and Zymark. At Zymark, he had held this position since Zymark
acquired Scitec Automation Holdings in August 1999. During his tenure at Scitec, a liquid handling
and laboratory automation company, Mr. Rufener held the position of President and CEO. Prior to
Scitec, Mr. Rufener was President of Tecan Corporation. Mr. Rufener graduated with a degree in
Chemical Engineering from the Institute of Technology, Canton Bern, Switzerland. There are no family relationships between any director or executive officer of Caliper. Information Regarding the Audit Committee The Board has an Audit Committee, currently composed of Ms. Tunstall (Chairperson), Dr. Bishop
and Mr. Billet. In April 2005, Mr. Edgar J. Cummins resigned from the Board of Directors. Prior
to that time Mr. Cummins served on the Audit Committee as its Chairman. Upon his resignation, the
Board appointed Ms. Tunstall to be the Chairperson of the Audit Committee and appointed Mr. Billet
to the Audit Committee. The Board of Directors has determined that Mr. Billet qualifies as an
audit committee financial expert, as defined in applicable SEC rules. The Board of Director
annually reviews the Nasdaq listing standards definition of independence for Audit Committee
members and has determined that that Mr. Billet is independent (as independence is currently
defined in Rule 4350(d)(2)(A)(i) and (ii) of the Nasdaq listing standards). Stockholder Recommendations for Nominations of Directors The Board has a Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance Committee will consider director candidates recommended by stockholders. The Committee
does not intend to alter the manner in which it evaluates candidates based on whether the candidate
was recommended by a stockholder or not. Stockholders who wish to recommend individuals for
consideration by the Nominating and Corporate Governance Committee to become nominees for election
to the Board may do so by delivering a written recommendation addressed to Calipers Secretary at
the following address: Caliper Life Sciences, Inc., 605 Fairchild Drive, Mountain View, CA
94043. The written
recommendation must be received at least 120 days prior to the
anniversary date of the mailing of Calipers proxy statement for
the last annual meeting of stockholders. The Secretary will then forward the communication to the Nominating and Corporate
Governance Committee. Submissions must include the full name of the proposed nominee, a
description of the proposed nominees business experience for at least the previous five years,
complete biographical 7.




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information, a description of the proposed nominees qualifications as a director and a
representation that the nominating stockholder is a beneficial or record owner of our common stock.
Any such submission must be accompanied by the written consent of the proposed nominee to be named
as a nominee and to serve as a director if elected. Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 (the 1934 Act) requires Calipers
directors and executive officers, and persons who own more than ten percent of a registered class
of Calipers equity securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of Caliper. Officers, directors
and greater than ten percent stockholders are required by SEC regulation to furnish Caliper with
copies of all Section 16(a) forms they file. To Calipers knowledge, based solely on a review of the copies of such reports furnished to
Caliper and written representations that no other reports were required, during the fiscal year
ended December 31, 2004, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with, except as follows:
(a) Messrs. Bal, Creager, Hrusovsky and McAree timely filed reports, but incorrectly reported
restricted stock units as non-derivative securities  this error was corrected on Forms 4/A by
amending the previously filed Forms 4; and (b) Messrs. Bishop, Kisner and Milligan filed late
reports on Form 4 with respect to option shares automatically granted to directors after the 2004
annual stockholder meeting. Code of Ethics Caliper has adopted the Caliper Life Sciences, Inc.Code of Business Conduct and
Ethics that applies to all officers, directors and employees. The Code of Business Conduct and
Ethics is available on our website at www.CaliperLS.com under Investor Relations.If
Caliper makes any substantive amendments to the Code of Business Conduct and Ethics or grants any
waiver from a provision of the Code to any executive officer or director, Caliper will promptly
disclose the nature of the amendment or waiver on its website. 
 Item 11. Executive Compensation Compensation of Executive Officers Summary of Compensation The following table shows for the years ended December 31, 2004, 2003 and 2002, compensation
awarded or paid to, or earned by, Calipers current Chief Executive Officer, and its other four
most highly compensated executive officers at December 31, 2004 (the Named Executive Officers): Summary Compensation Table Long-TermAnnual Compensation
    
    
    Compensation AwardsSecuritiesOther Annual
    
    
    Restricted
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Stock (1)
    
    
    Options
    
    
    CompensationE. Kevin Hrusovsky,
    
    
    2004
    
    
    $
    380,004
    
    
    $
    418,000
    
    
    $
    
    
    
    $
    468,000
    
    
    
    80,000
    
    
    $
    1,010President and Chief Executive
    
    
    2003
    
    
    
    177,047
    
    
    
    
    
    
    
    
    
    
    
    546,000
    
    
    
    700,000
    
    
    
    Officer (2)
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    -Stephen E. Creager,
    
    
    2004
    
    
    
    210,000
    
    
    
    69,300
    
    
    
    
    
    
    
    157,950
    
    
    
    27,000
    
    
    $
    618Vice President and General
    
    
    2003
    
    
    
    199,398
    
    
    
    32,901
    
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    Counsel (3)
    
    
    2002
    
    
    
    34,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    -William C. Kruka,
    
    
    2004
    
    
    
    206,016
    
    
    
    81,576
    
    
    
    
    
    
    
    128,700
    
    
    
    22,000
    
    
    $
    66,726Vice President, Business
    
    
    2003
    
    
    
    206,016
    
    
    
    37,083
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    66,726Development (4)
    
    
    2002
    
    
    
    125,760
    
    
    
    15,091
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    203Andrea W. Chow, Ph.D.,
    
    
    2004
    
    
    
    190,000
    
    
    
    57,475
    
    
    
    
    
    
    
    87,750
    
    
    
    45,000
    
    
    $
    Vice President, Microfluidics (5)
    
    
    2003
    
    
    
    173,837
    
    
    
    22,947
    
    
    
    
    
    
    
    
    
    
    
    24,900
    
    
    
    2002
    
    
    
    154,215
    
    
    
    12,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    -
 8.




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Long-TermAnnual Compensation
    
    
    Compensation AwardsSecuritiesOther Annual
    
    
    Restricted
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Stock (1)
    
    
    Options
    
    
    CompensationPeter F. McAree,
    
    
    2004
    
    
    
    169,600
    
    
    
    76,877
    
    
    
    
    
    
    
    105,300
    
    
    
    18,000
    
    
    $
    185Vice President, Finance, Treasurer
    
    
    2003
    
    
    
    83,200
    
    
    
    
    
    
    
    
    
    
    
    81,900
    
    
    
    100,000
    
    
    
    and Principal Accounting Officer (6)
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (1)
    
    The table caption Restricted Stock and use of this defined term or the term Restricted
Shares below includes both restricted common stock and restricted stock unit awards.(2)
    
    Mr. Hrusovsky became our Chief Executive Officer and an employee of Caliper on July 14, 2003,
in connection with the closing of Calipers acquisition of Zymark Corporation. In 2004, Mr.
Hrusovsky was granted 80,000 restricted stock units valued at $5.85 on the date of grant, July
30, 2004. In 2003, under the terms of his employment agreement, Mr. Hrusovsky was granted
100,000 shares of restricted common stock valued at $5.46 on the date of grant, July 14, 2003.
As of December 31, 2004, Mr. Hrusovskys holdings included 142,500 unvested restricted shares
having a value of $1,073,000. Each of the restricted stock awards to Mr. Hrusovsky are
subject to vesting over four years with 25% of the shares vesting one year from the date of
grant and 6.25% of the shares vesting each quarter thereafter. Mr. Hrusovskys All Other
Compensation in 2004 consisted of $650 for tax preparation services and $360 for term life
insurance premiums. Mr. Hrusovskys compensation in 2003 does not include compensation earned
by Mr. Hrusovsky prior to the acquisition of Zymark by Caliper, which compensation included a
stay bonus and success fee earned by Mr. Hrusovsky and assumed by Caliper as a liability in
the acquisition of Zymark. The amount of cash consideration paid by Caliper for Zymark was
reduced dollar for dollar by the amount of the stay bonus and success fee obligation. This
obligation was paid by Caliper in September 2003.(3)
    
    Mr. Creager was awarded 27,000 restricted stock units valued at $5.85 on the date of grant,
July 30, 2004. The restricted stock unit award is subject to vesting over four years with
25% of the shares vesting one year from the date of grant and 6.25% of the shares vesting each
quarter thereafter. Mr. Creagers restricted stock units had a value of $203,000 at December
31, 2004. Mr. Creagers All Other Compensation in 2004 consisted of $618 for term life
insurance premiums. Mr. Creagers date of hire was October 28, 2002.(4)
    
    Mr. Kruka was awarded 22,000 restricted stock units valued at $5.85 on the date of grant,
July 30, 2004. The restricted stock unit award is subject to vesting over four years with 25%
of the shares vesting one year from the date of grant and 6.25% of the shares vesting each
quarter thereafter. Mr. Krukas restricted stock units had a value of $166,000 at December
31, 2004. Mr. Krukas All Other Compensation in 2004 and 2003 includes $65,523 of loan
forgiveness and associated tax gross-up related to a relocation loan described further in
Item 13. Certain Relationships and Related Transactions in the section entitled
Indebtedness of Management. Mr. Krukas All Other Compensation in each year also
included $203 for term life insurance premiums. Mr. Krukas date of hire was May 15, 2002.(5)
    
    Dr. Chow was awarded 15,000 restricted stock units valued at $5.85 on the date of grant, July
30, 2004. The restricted stock unit award is subject to vesting over four years with 25% of
the shares vesting one year from the date of grant and 6.25% of the shares vesting each
quarter thereafter. Dr. Chows restricted stock had a value of $113,000 at December 31,
2004.(6)
    
    Mr. McAree became our Vice President, Finance and an employee of Caliper on July 14, 2003, in
connection with the closing of Calipers acquisition of Zymark. In 2004, Mr. McAree was
granted 18,000 restricted stock units valued at $5.85 on the date of grant, July 30, 2004.
The restricted stock unit award is subject to vesting over four years with 25% of the shares
vesting one year from the date of grant and 6.25% of the shares vesting each quarter
thereafter. On July 14, 2003, in connection with his offer of employment, Mr. McAree was
granted 15,000 shares of restricted stock that vest on July 14, 2008, which were valued at
$5.46 on the date of grant. Mr. McArees restricted stock had a value of $248,000 at December
31, 2004. Mr. McArees All Other Compensation in 2004 and 2003 included $185 for term life
insurance premiums. 9.




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Stock Option Grants and Exercises As of March 31, 2005, options to purchase a total of 6,790,836 shares were outstanding under
the 1999 Equity Incentive Plan and Acquisition Incentive Plan, collectively, and 3,634,341 shares
remained available for future grants under these plans. The following tables show, for the fiscal year ended December 31, 2004, certain information
regarding options granted to, exercised by, and held at year end by, the Named Executive Officers. The exercise price of each option was equal to the closing sales price of our common stock as
reported on the Nasdaq Stock Market for the last market trading day prior to the date of grant.
The exercise price may be paid in cash, in shares of our common stock valued at fair market value
on the exercise date or through a cashless exercise procedure involving a same-day sale of the
purchased shares. The options granted to our executive officers in 2004 vest over four years with
25% of the shares vesting one year from the date of grant and 6.25% of the shares vesting each
quarter thereafter. Each of the options has a 10 year term, subject to earlier termination if the
optionees service with us ceases. Under certain circumstances following a change of control, the
vesting of such option grants may accelerate and become immediately exercisable. See the section
entitled Employment, Severance and Change of Control Arrangements below for a description of our
agreements with Named Executive Officers concerning stock options that have been granted to them. The potential realizable value is calculated based on the ten-year term of the option at the
time of grant. Stock price appreciation of 5% and 10% is assumed pursuant to rules promulgated by
the Securities and Exchange Commission and does not represent our prediction of our stock price
performance. The potential realizable values at 5% and 10% appreciation are calculated by assuming
that the stock price on the date of grant appreciates at the indicated annual rate, compounded
annually for the entire term of the option and that the option is exercised and sold on the last
day of its term for the appreciated stock price. On April 27, 2005, the closing sales price of our
common stock was $5.98. Percentages shown under Percentage of Total Options Granted to Employees in 2004 are based
on an aggregate of 617,810 options granted to employees, consultants and directors of Caliper under
our stock option plans during 2004. Option Grants in Last Fiscal YearIndividual GrantsPotential RealizableNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value at AssumedShares
    
    
    Percentage of
    
    
    
    
    
    
    
    
    
    
    Annual Rates of StockUnderlying
    
    
    Total Options
    
    
    Exercise
    
    
    
    
    
    
    Price Appreciation forOption
    
    
    to Employees
    
    
    Price Per
    
    
    Expiration
    
    
    Option TermName
    
    Granted
    
    
    in 2004
    
    
    Share
    
    
    Date
    
    
    5%
    
    
    10%E. Kevin Hrusovsky
    
    
    80,000
    
    
    
    12.95
    %
    
    $
    5.85
    
    
    
    7/30/2014
    
    
    $
    294,323
    
    
    $
    745,871Stephen E. Creager
    
    
    27,000
    
    
    
    4.37
    %
    
    $
    5.85
    
    
    
    7/30/2014
    
    
    
    99,334
    
    
    
    251,732Andrea W. Chow, Ph.D.
    
    
    15,000
    
    
    
    2.43
    %
    
    $
    5.85
    
    
    
    7/30/2014
    
    
    
    55,186
    
    
    
    139,851Andrea W. Chow, Ph.D.
    
    
    30,000
    
    
    
    4.86
    %
    
    $
    6.76
    
    
    
    1/02/2014
    
    
    
    127,540
    
    
    
    323,211William C. Kruka
    
    
    22,000
    
    
    
    3.56
    %
    
    $
    5.85
    
    
    
    7/30/2014
    
    
    
    80,939
    
    
    
    205,115Peter F. McAree
    
    
    18,000
    
    
    
    2.91
    %
    
    $
    5.85
    
    
    
    7/30/2014
    
    
    
    66,223
    
    
    
    167,821
 10.




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Aggregated Option/SAR Exercises in Last Fiscal Year, and Fiscal Year-End Option/SAR Values The following table presents the number and value of securities underlying unexercised options
that are held as of December 31, 2004 by each of the individuals listed in the Summary Compensation
Table. Amounts shown under the column Value Realized are based on the closing sales price of our
common stock as reported on the Nasdaq Stock Market on the date of exercise, less the exercise
price. Amounts shown under the column Value of Unexercised In-the-Money Options at December 31,
2004 are based on the closing price of our common stock $7.53 on December 31, 2004 as reported on
the Nasdaq Stock Market, less the exercise price, without taking into account any taxes that may be
payable in connection with the transaction, multiplied by the number of shares underlying the
option. Number ofSecurities Underlying
    
    
    Value of UnexercisedUnexercised Options
    
    
    In-the-Money Optionsat December 31, 2004
    
    
    at December 31, 2004Name
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableE. Kevin Hrusovsky
    
    
    247,916
    
    
    
    532,084
    
    
    $
    513,186
    
    
    $
    1,070,214Stephen E. Creager
    
    
    63,665
    
    
    
    86,335
    
    
    
    228,250
    
    
    
    254,190Andrea W. Chow
    
    
    50,076
    
    
    
    61,914
    
    
    
    130,590
    
    
    
    86,276William C. Kruka
    
    
    100,738
    
    
    
    101,262
    
    
    
    139,014
    
    
    
    205,446Peter F. McAree
    
    
    35,415
    
    
    
    82,585
    
    
    
    73,309
    
    
    
    163,931
 Compensation of Directors Non-employee directors receive (1) a fee for attendance at each Board meeting of $2,500 per
meeting if attended in person, or $1,000 if attended by phone or videoconference, and (2) a fee for
attendance on telephonic conference calls to discuss matters relating to Caliper at which all
directors are requested to attend but that are not official meetings of the Board, in the amount of
$1,000 per conference call. Non-employee directors also received for their service on the Board an
annual retainer of $15,000, payable quarterly in arrears. This annual retainer is in addition to
the per meeting fees described above. The Chair of the Audit Committee also receives an annual
retainer of $5,000 and each other member of the Audit Committee receives an annual retainer of
$3,000, and the Chairs of the Compensation Committee and the Nominating and Corporate Governance
Committee each also receive an annual retainer of $2,500 and each other member of these Committees
receives an annual retainer of $1,000, in all cases payable quarterly in arrears. Non-employee
directors receive no cash compensation for attendance at committee meetings. Employee directors
(Mr. Hrusovsky and Dr. Kisner) receive no cash compensation for attendance at Board or committee
meetings. All directors are reimbursed for expenses in connection with attendance at Board and
committee meetings. Each of our non-employee directors also receives stock option grants under the 1999
Non-Employee Directors Stock Option Plan. The number of shares of common stock that may be issued
pursuant to options granted under the directors plan is 556,023 and is increased one day after
each annual meeting of stockholders by the greater of 0.3% of the outstanding shares on a
fully-diluted basis or the number of shares that could be issued under options granted under the
directors plan during the prior 12-month period. The directors plan is administered by our Board
of Directors, unless the Board delegates administration to a committee comprised of not less than
two members of the Board. Options granted under the directors plan are not intended to qualify as
incentive stock options under the Internal Revenue Code. Option grants under the directors plan are non-discretionary. Pursuant to the current terms
of the directors plan, each person who is first elected as a non-employee director will
automatically be granted an option to purchase 25,000 shares of common stock upon such election.
The initial grant will be fully exercisable upon the date of grant and will vest monthly over five
years. Shares received upon exercise are restricted and may not be sold until vested. In addition,
one day after each annual meeting of our stockholders, each non-employee director will
automatically receive another option if the recipient has been a non-employee .




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director for at least the prior six months. The annual grant will cover 14,000 shares for the
Chairman of the Board and 7,000 shares for all other non-employee directors, and will be fully
exercisable upon the date of grant and will vest in 12 months. The exercise price of options
granted under the directors plan is equal to 100% of the fair market value of the common stock
subject to the option on the date of the grant, and the term of options granted under the
directors plan is ten years. During the last fiscal year, we granted options to purchase a total of 64,000 shares of our
common stock to our non-employee directors, including 50,000 options at an exercise price per share
of $9.32, and 14,000 options at an exercise price of $5.25. Two non-employee directors received
initial grants to purchase 25,000 shares of common stock, and two other non-employee directors each
received an annual option grant to purchase 7,000 shares of our common stock. Dr. Kisner, as the
Chairman of the Board and an employee-director, was granted an option to purchase 14,000 shares of
our common stock at an exercise price per share of $5.25 under the 1999 Equity Incentive Plan. As
of March 31, 2005, a total of 192,400 options have been granted under the directors plan, of which
47,200 options have been cancelled or have expired, and 7,000 options have been exercised. As part of our ongoing program of research and development, we entered into an annual
renewable consulting agreement with Dr. David V. Milligan, our Vice-Chairman of the Board,
effective January 1, 2004. Under the terms of the consulting agreement, Dr. Milligan agreed to
provide consulting services to Caliper in certain fields described in the agreement, and we agreed
to pay Dr. Milligan $30,000 per year, payable monthly. We have entered into an employment agreement with Dr. Kisner in connection with his service as
Chairman of the Board. See the section below entitled Employment, Severance and Change of Control
Agreements for a description of Dr. Kisners agreement. .




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Employment, Severance and Change of Control Agreements Employment Agreements.In June 2003, we entered into an employment agreement with Mr. E. Kevin
Hrusovsky to serve as President and Chief Executive Officer at a base salary of $380,004 a year
starting upon the closing of our acquisition Zymark, which occurred in July 2003. In March 2005,
the Board of Directors, at the recommendation of the Compensation Committee of the Board, increased
Mr. Hrusovskys annual base salary to $400,000. Pursuant to the terms of the employment agreement,
Mr. Hrusovsky is eligible to earn an annual incentive bonus in the target amount of 100% of his
then-current base salary, less standard withholdings and deductions. The annual incentive bonus
will be determined by the Board and may be increased or decreased based on Calipers achievement of
certain performance milestones and financial targets for the calendar year. In connection with his
employment agreement, Mr. Hrusovsky was also granted an option to purchase 700,000 shares of our
common stock at an exercise price of $5.46 per share. This option vests over four years with 25%
of the shares vesting one year from the date of the employment date and 2.08% of the shares vesting
each month thereafter. In addition, Mr. Hrusovsky was granted 100,000 shares of our restricted
stock. These shares vest over four years with 25% of the shares vesting one year from the date of
the employment agreement and 6.25% of the shares vesting each quarter thereafter. The employment
agreement is at-will, and provides that if Mr. Hrusovsky is terminated without cause (other than in
connection with a change in control), he will be paid his base salary for 18 months in semi-monthly
installments, he will be reimbursed for health insurance premiums at his then-current rate of
coverage for 18 months, and he will receive accelerated vesting of 18 months for his outstanding
options and restricted shares. If Mr. Hrusovsky voluntarily terminates his employment for good
reason within 13 months of a change of control, he will receive the severance benefits and
accelerated vesting benefits described below in the section entitled Change of Control and
Severance Plan. In July 2002 we entered into an employment agreement with Dr. Daniel Kisner pursuant to which
Dr. Kisner agreed to serve as Chairman of the Board of Directors. The employment agreement with
Dr. Kisner is at-will. In December 2003, we entered into an amendment to this employment agreement
with Dr. Kisner. The amended agreement provides that effective January 1, 2004, Dr. Kisner will be
paid $50,000 on an annual basis. Under the terms of the amended agreement, Dr. Kisner is not
entitled to receive any bonus payments for calendar years after 2003. The amended agreement also
provides that if Dr. Kisner is terminated without cause, or if he voluntarily terminates his
employment within three months following a constructive termination, he will be reimbursed for
health insurance premiums at his then current rate of coverage for 12 months, and he will receive
accelerated vesting of 12 months for all of his outstanding options, provided any such severance
payments and health care reimbursement payments will cease once Dr. Kisner commences full-time
employment with another business entity. If Dr. Kisner is terminated without cause, or if he
voluntarily terminates his employment following a constructive termination, within 13 months of a
change of control, in addition to the severance benefits listed above, he will receive accelerated
vesting of at least 24 months for all of his outstanding options. Change in Control and Severance Plan.Caliper has a change in control and severance plan that
provides for the treatment of outstanding options, restricted stock, restricted stock units and the
receipt of severance benefits for certain key employees in the event of a transaction resulting in
a change of control of Caliper. An amendment and restatement of this plan in its entirety was
approved by the Board of Directors in February 2005. The plan provides that in the event a covered
officer of Caliper is constructively or involuntarily terminated without cause within 13 months
after a Change in Control, as defined in the plan, such terminated officer will receive:  
    Salary Continuation. Monthly payments equal to such officers base pay at the
time of the covered termination for (i) in the case of each covered officer other than the
President or Chief Executive Officer of Caliper, 12 months and (ii) in the case of the
President or Chief Executive Officer of Caliper, 24 months, or in each case until such
covered officer is employed by another company, whichever occurs earlier;
    Prorated Bonus Payment. A payment equal to such officers target bonus or
incentive payment for the year in which the covered termination occurs, prorated through
the date of such termination; .




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##### Table of Contents




    Benefit Continuation. Continued provision of Calipers standard medical and
dental benefit insurance coverages at standard staff rates for the period of salary
continuation specified above;
    Partial Vesting Acceleration of Equity Awards. On the date of the covered
termination, vesting acceleration of an additional 30 months for all outstanding stock
options granted and restricted stock units, restricted stock, performance shares or other
equity awards issued by Caliper prior to the Change of Control to such covered officer. If the total amount of payment under the plan would cause the covered officer to incur golden
parachute excise tax liability in connection with the Change in Control, then the payments will be
reduced to the extent necessary to leave him or her in a better after-tax position than if no such
reduction had occurred. The plan may be amended by the Board of Directors at any time prior to a
Change of Control. The plan provides these benefits and protections to Mr. Hrusovsky, each of the
other Named Executive Officers, and six other officers of Caliper. Consulting Agreements. In January 2004, we entered into a consulting agreement with Dr. David
Milligan, to provide consulting services. During the term of the agreement, Dr. Milligan will be
paid $30,000 on an annual basis in twelve monthly installments. In addition, Dr. Milligan will be
reimbursed for travel and other out-of-pocket costs reasonably incurred in the course of performing
services pursuant to such agreement. Compensation Committee Interlocks and Insider Participation During 2004, Ms. Tunstall, Mr. Billet and Dr. Bishop served as members of the Compensation
Committee of our Board of Directors. No member of the Compensation Committee was or has ever been
an officer or employee of Caliper or its subsidiaries. No member of the Compensation Committee or
our Board of Directors serves as an executive officer of any other entity that has one or more of
our executive officers serving as a member of the board of directors or compensation committee of
the other entity. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding the ownership of Calipers common
stock as of March 31, 2005, by: (i) each director and nominee for director; (ii) each of
the executive officers named in the Summary Compensation Table; (iii) all executive officers and
directors of Caliper as a group; and (iv) all those known by Caliper to be beneficial owners of
more than five percent of its common stock. Beneficial Ownership (1)Shares Issuable Pursuant to
    
    
    Number ofOptions and Warrants
    
    
    Shares (IncludingExercisable within 60 days
    
    
    Number Shown in
    
    
    PercentageBeneficial Owner
    
    of March 31, 2005
    
    
    First Column)
    
    
    of TotalDirectors And Executive OfficersE. Kevin Hrusovsky
    
    
    320,832
    
    
    
    965,044
    
    
    
    3.13
    %Stephen E. Creager
    
    
    76,475
    
    
    
    177,000
    
    
    
    *Andrea W. Chow, Ph.D.
    
    
    65,563
    
    
    
    134,451
    
    
    
    *William C. Kruka
    
    
    118,698
    
    
    
    241,776
    
    
    
    *Peter F. McAree
    
    
    45,832
    
    
    
    152,019
    
    
    
    *Daniel L. Kisner, M.D. (2)
    
    
    605,848
    
    
    
    746,025
    
    
    
    2.40
    %Robert C. Bishop, Ph.D.
    
    
    30,187
    
    
    
    39,000
    
    
    
    *Van Billet (3)
    
    
    8,333
    
    
    
    25,000
    
    
    
    *Edgar J. Cummins
    
    
    6,250
    
    
    
    25,000
    
    
    
    *David V. Milligan, Ph.D. (4)
    
    
    47,210
    
    
    
    103,832
    
    
    
    *Kathryn A. Tunstall
    
    
    6,250
    
    
    
    25,000
    
    
    
    *
 .




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##### Table of Contents



Beneficial Ownership (1)Shares Issuable Pursuant to
    
    
    Number ofOptions and Warrants
    
    
    Shares (IncludingExercisable within 60 days
    
    
    Number Shown in
    
    
    PercentageBeneficial Owner
    
    of March 31, 2005
    
    
    First Column)
    
    
    of Total5% StockholdersThe Berwind Company LLC (5)
    
    
    
    
    
    
    3,150,000
    
    
    
    10.32
    %Dimensional Fund Advisors Inc. (6)
    
    
    
    
    
    
    2,274,881
    
    
    
    7.45
    %LeRoy C. Kopp (7)
    
    
    
    
    
    
    1,973,450
    
    
    
    6.46
    %All directors and executive officers as
a group (17 persons)
    
    
    1,617,927
    
    
    
    3,779,685
    
    
    
    11.76
    %
   *
    
    Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.(1)
    
    This table is based upon information supplied by officers, directors and principal
stockholders and Schedules 13D and 13G filed with the Securities and Exchange Commission (the
SEC). Unless otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, Caliper believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on 30,529,211 shares outstanding on
March 31, 2005, adjusted as required by the SEC.(2)
    
    Includes 82,461 shares held by The Kisner Revocable Trust u/a/d 9/23/99, of which Dr.
Kisner is a trustee, 12,820 shares held by The Jordan Renee Kisner Exempt Irrevocable Trust
u/a/d 9/23/99, of which Dr. Kisner is a trustee, and 12,820 shares held by The Griffin Daniel
Kisner Exempt Irrevocable Trust u/a/d 9/23/99, of which Dr. Kisner is trustee.(3)
    
    Mr. Billet is Chief Financial Officer of The Berwind Company LLC. Mr. Billet disclaims any
beneficial ownership of shares held by The Berwind Company LLC.(4)
    
    Includes 56,622 shares held by The David V. Milligan Trust dated October 19, 1991, of which
Dr. Milligan is a trustee.(5)
    
    The Berwind Company LLC is headquartered at 5 Hog Island Road, Philadelphia, PA 19153.(6)
    
    Represents shares held as of December 31, 2004 by a number of funds for which Dimensional
Fund Advisors Inc. acts as investment advisor. Dimensional Fund Advisors Inc. disclaims
beneficial ownership of these shares. Dimensional Fund Advisors Inc. is located at 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401.(7)
    
    Represents shares beneficially owned, including through three entities: Kopp Investment
Advisors LLC (KIA), an investment advisor; Kopp Holding Company LLC (KHC), which owns KIA;
and Kopp Holding Company, which owns KHC and which is controlled by LeRoy C. Kopp. Each of
these entities report a mixture of shared and sole voting and investment power. Represents
shares beneficially owned as of December 31, 2004. The address of all of these reporting
persons is 7701 France Avenue South, Suite 500, Edina, MN 55435. Equity Compensation Plan Information The following table provides certain information with respect to all of Calipers equity
compensation plans in effect as of December 31, 2004. .




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##### Table of Contents



Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of
    
    
    
    
    
    
    for issuance undersecurities to be
    
    
    Weighted-average
    
    
    equity compensationissued upon
    
    
    exercise price of
    
    
    plans (excludingexercise of
    
    
    outstanding
    
    
    securitiesoutstanding
    
    
    options, warrants
    
    
    reflected in columnoptions, warrants
    
    
    and rights
    
    
    (a))*Plan Category
    
    and rights (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    6,182,481
    
    
    $
    6.41
    
    
    
    4,352,803Equity compensation
plans not approved
by security holders
    
    
    1,230,313
    
    
    $
    5.37
    
    
    
    133,437Total
    
    
    7,412,794
    
    
    $
    6.24
    
    
    
    4,486,240
   *
    
    On the day after each annual meeting until the year 2010, the aggregate number of shares
of common stock available for issuance under the 1999 Non-Employee Directors Stock Option
Plan automatically increases by that number of shares equal to the greater of (i) three-tenths
of one percent of the diluted shares outstanding or (ii) the number of shares of common stock
subject to options granted during the prior 12-month period, provided that the Board may
provide for a lesser increase. On the day after each annual meeting until the year 2010, the
aggregate number of shares of common stock available for issuance under the 1999 Employee
Stock Purchase Plan automatically increases by that number of shares equal to the greater of
(i) five-tenths of one percent of the diluted shares outstanding or (ii) the number of shares
of common stock sold pursuant to rights during the prior 12-month period, provided that the
Board may provide for a lesser increase. On the day after each annual meeting until the year
2010, the aggregate number of shares of common stock available for issuance under the 1999
Equity Incentive Plan automatically increases by that number of shares equal to the greater of
(i) five percent of the diluted shares outstanding or (ii) the number of shares of common
stock subject to stock awards granted during the prior 12-month period, provided that the
Board may provide for a lesser increase. The following equity compensation plans of Caliper that were in effect as of
December 31, 2004 were adopted without the approval of Calipers stockholders: 2001 Non-Statutory
Stock Option Plan (the 2001 Plan), and the Acquisition Equity Incentive Plan (the Acquisition
Plan). In December 2001, our Board of Directors adopted the 2001 Plan. A total of 500,000 shares of
common stock has been reserved for issuance under this plan. As of December 31, 2004, options to
purchase a total of 391,563 shares were outstanding, and 108,437 shares remained available for
future grants under the 2001 Plan. In July 2003, our Board of Directors adopted the Acquisition Plan in connection with our
acquisition of Zymark. A total of 900,000 shares of common stock has been reserved for issuance
under this plan. As of December 31, 2004, 238,750 restricted shares and options to purchase a total
of 600,000 shares were outstanding, and 25,000 shares remained available for future grants, under
the Acquisition Plan. 2001 Non-Statutory Stock Option Plan.All of our employees and consultants, other than
officers and directors, are eligible to receive stock awards under the 2001 Plan. Although we may
not generally grant stock awards to officers and directors under the 2001 Plan, we may grant stock
awards to persons not previously employed by us as an inducement essential to those persons
entering into employment contracts with us, even if those persons become officers or directors in
connection with such employment. The Board shall administer the 2001 Plan unless and until the Board delegates administration
to a committee. Our Board may suspend or terminate the 2001 Plan at any time. Our Board may also
amend the 2001 Plan at any time or from time to time. However, no amendment will be effective
unless approved by our .




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##### Table of Contents



stockholders after its adoption by the Board to the extent stockholder approval is necessary
to satisfy the requirements of any Nasdaq or securities exchange listing requirements. Under the 2001 Plan, the Board may grant only non-statutory options with an exercise price as
determined by the Board. The maximum option term is 10 years. The Board may provide for exercise
periods of any length in individual option grants. However, generally an option terminates three
months after the optionholders service to our affiliates and to us terminates. If we dissolve or liquidate, then any outstanding options under the 2001 Plan will terminate
immediately prior to the event. If we sell, lease or dispose of all or substantially all of our
assets, or are acquired pursuant to a merger or consolidation, then the surviving entity may assume
or substitute all outstanding awards under the 2001 Plan. If the surviving entity does not assume
or substitute these awards, then generally the vesting and exerciseability of the stock awards will
accelerate. Acquisition Equity Incentive Plan.All persons not previously employed by Caliper where the
stock awards are an inducement to such persons to accept employment with Caliper or accept or
continue employment with an affiliate of Caliper are eligible to receive stock awards under the
Acquisition Plan. The Board shall administer the Acquisition Plan unless and until the Board delegates
administration to a committee. If required under applicable law or Nasdaq listing requirements,
the Acquisition Plan shall be administered by a committee as provided in the Acquisition Plan. Our
Board may suspend or terminate the plan at any time. Our Board may also amend the plan at any time
or from time to time. However, no amendment will be effective unless approved by our stockholders
after its adoption by the Board to the extent stockholder approval is necessary to satisfy the
requirements of any Nasdaq or securities exchange listing requirements. Under the Acquisition Plan, the Board may grant non-statutory options and restricted stock,
with an exercise price as determined by the Board. The maximum option term is 10 years. The Board
may provide for exercise periods of any length in individual option grants. However, generally an
option terminates three months after the optionholders service to our affiliates and to us
terminates. If we dissolve or liquidate, then any outstanding options under the Acquisition Plan will
terminate immediately prior to the event. If we sell, lease or dispose of all or substantially all
of our assets, or are acquired pursuant to a merger or consolidation, then the surviving entity may
assume or substitute all outstanding awards under the Acquisition Plan. If the surviving entity
does not assume or substitute these awards, then generally the vesting and exerciseability of the
stock awards will accelerate. 
 Item 13. Certain Relationships and Related Transactions Indebtedness of Management. In July 1999, we loaned Dr. Daniel L. Kisner, then our Chief
Executive Officer and currently our Chairman of the Board of Directors, $425,000 in connection with
the purchase of a residence. In July 2000, we increased the loan amount by $75,000 to a total of
$500,000. The loan has a maximum term of six years with an annual interest rate of 5.96%. As of
March 31, 2005, the loan, which is subject to full repayment on July 29, 2005, had an outstanding
balance of $148,213. In May 2002, we loaned William Kruka $145,937 to cover relocation and housing costs in
connection with his acceptance of employment with Caliper. The loan bears annual interest at 3.21%
and is repayable on May 15, 2005. The loan provides for annual forgiveness in lieu of repayment at
the discretion of Calipers Chief Executive Officer, based upon Mr. Krukas performance. Through
December 31, 2004, cumulative principal of $125,374 had been forgiven under the loan, leaving a
remaining balance of $20,563. Stock Options. See the section in Item 11 above entitled Executive Compensation for a
description of stock options granted to our directors and executive officers and employment
agreements entered into with our executive officers. .




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Indemnification Agreements. We have entered into indemnification agreements with our
directors and officers for the indemnification of these persons to the full extent permitted by
law. We also intend to execute these agreements with future directors and officers. Consulting and Other Agreements.See section in Item 11 above entitled Employment, Severance and
Change of Control Agreements  for a description of certain consulting and agreements entered into
with certain executive officers and directors. 
 Item 14. Principal Accountant Fees and Services Principal Accountant Fees and Services The following table represents aggregate fees billed to Caliper for fiscal years ended
December 31, 2004 and December 31, 2003, by Ernst & Young LLP, Calipers independent registered
public accounting firm. Fiscal Year Ended(in thousands)2004
    
    
    2003Audit Fees
    
    $
    832
    
    
    $
    713Audit-related Fees
    
    
    
    
    
    
    200Tax Fees
    
    
    67
    
    
    
    16All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    899
    
    
    $
    929
 Audit Fees.Consists of fees billed for professional services rendered for the audit of
Calipers financial statements and review of the interim financial statements included in quarterly
reports, Section 404 attest services, and services that are normally provided by Ernst & Young LLP
in connection with statutory and regulatory filings or engagements. Audit-Related Fees.Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Calipers financial statements and
are not reported under Audit Fees. During 2003, these services consisted primarily of due
diligence and advisory services related to Calipers acquisition of Zymark Corporation. Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and
tax planning. During each of the fiscal years ended December 31, 2004 and 2003, these services
included the preparation and review of Calipers income tax returns and general tax advice and
planning. All Other Fees.Consists of fees for products and services other than the services described
above. The Audit Committee has determined that the rendering of the services other than audit
services by Ernst & Young LLP is compatible with maintaining the principal accountants
independence. All fees for services rendered in 2004 described above were approved by the Audit Committee. Pre-Approval Policies and Procedures. Calipers Audit Committee pre-approves all audit and permissible non-audit services provided
by its independent auditors. These services may include audit services, audit-related services, tax
services and other .




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services. Prior to engaging Calipers independent auditors to render an audit
or permissible non-audit service, the Audit Committee specifically approves the engagement of
Calipers independent auditors to render that service. Accordingly, Caliper does not engage its
independent auditors to render audit or permissible non-audit services pursuant to pre-approval
policies or procedures or otherwise, unless the engagement to provide such services has been
approved by the Audit Committee in advance. As such, the engagement of Ernst & Young LLP to render
100% of the services described in the categories above was approved by the Audit Committee in
advance of the rendering of those services. .




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Caliper Life Sciences, Inc.By:
    /s/ E. Kevin HrusovskyE. Kevin HrusovskyChief Executive Officer Date: April 29, 2005 .




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Index to Exhibits Exhibit Number
    
    Description of Document31.3
    
    Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
 .