**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**Form 10-K/A**

**Amendment No. 1**

 

----

 

**ANNUALREPORTPURSUANT TO SECTION 13 OR 15(D) OF THE**S**ECURITIES EXCHANGE ACT OF 1934**

 
| **(Mark  One)** |   |                                                                                                                                                             |   |   |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| ý          |   | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                   |   |   |
|            |   | ** **                                                                                                                                                       |   |   |
|            |   | **For the  fiscal year ended December 31, 2005**                                                                                                            |   |   |
| ** **      |   |
| **or**          |   |
| ** **      |   |
| **o**           |   | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                               |   |   |
|            |   | ** **                                                                                                                                                       |   |   |
|            |   | **For the  transition period from            to          .** |   |   |

 

**Commission file number 000-28229**

 

**CaliperLife Sciences, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                             | ** ** | **33-0675808**                          |
|----------------------------------------------------------|------------|-----------------------------------------|
| (State or Jurisdiction ofIncorporation  or Organization) |       | (I.R.S. EmployerIdentification  Number) |

 

**68 Elm Street**

**Hopkinton, MA 01748**

(Address and zip code of principal executiveoffices)

 

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**

**Common Stock Purchase Rights**

(Title of Class)

 

 Indicate by check markif the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.     Yes o          No ý

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Exchange Act.     Yes o          No ý

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.     Yes  ý          No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of the registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.     o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler     o          Acceleratedfiler     ý          Non-acceleratedfiler     o

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the ExchangeAct).     Yes     o          No     ý

 

Based on the closing saleprice of common stock on the Nasdaq National Market on April 25, 2006, theaggregate market value of the voting stock held by non-affiliates of theregistrant was $101.1 million. Excludes an aggregate of 17,422,221 sharesof common stock held by officers and directors and by each person known by theregistrant to own 5% or more of the outstanding common stock. Exclusion ofshares held by any of these persons should not be construed to indicate thatsuch person possesses the power, direct or indirect, to direct or cause thedirection of the management or policies of the registrant, or that such personis controlled by or under common control with the registrant.

 

The number of sharesoutstanding of registrant’s common stock, $0.001 par value was 33,890,833at April 25, 2006.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

----

 

**EXPLANATORY NOTE**

 

Caliper Life Sciences, Inc.is filing this amendment to its Annual Report on Form 10-K, originally filedwith the Securities and Exchange Commission on March 14, 2006, solely for thepurpose of amending and supplementing Part III of the Annual Report on Form10-K. This amendment changes our Annual Report only by including informationrequired by Part III (Items 10, 11, 12, 13 and 14). In addition, we are alsoincluding the Item 31.3 and 31.4 exhibits required by the filing of thisamendment.

 

2

----

 

**PartIII**

 

**Item 10. Directors and ExecutiveOfficers of the Registrant**

 

**Directors**

 

We currently have seven memberson our Board of Directors. The following are our directors’names, ages and term of office (annual meeting of stockholders at which his/herterm of office expires) as of March 31, 2006:

 
| **Name**                 | ** ** | **Age** | ** ** | **Term of Office** | ** ** |
|--------------------------|------------|---------|------------|------------------------------|------------|
|                     |       |    |       |                         |       |
| Kathryn A. Tunstall      |       | 55      |       | 2006                         |       |
| E. Kevin  Hrusovsky |       | 44      |       | 2006                         |       |
| Van Billet               |       | 52      |       | 2007                         |       |
| Robert C. Bishop, Ph.D.  |       | 63      |       | 2007                         |       |
| David V. Milligan, Ph.D. |       | 65      |       | 2007                         |       |
| Allan L. Comstock        |       | 62      |       | 2008                         |       |
| Daniel L.  Kisner, M.D   |       | 59      |       | 2008                         |       |

 

Biographical information relating to ourdirectors is as follows:

 

*Kathryn Tunstall* has been a director since February 2004.Ms. Tunstall is Chairman of the Board of Directors ofConceptus, Inc., a public medical technology company. She served asPresident and CEO of Conceptus from July 1993 through December 1999.From 1990 to 1993, Ms. Tunstall served as President of the Edwards LessInvasive Surgery Division of Baxter International. From 1974 to 1986, Ms. Tunstallserved in a variety of management positions in finance, operations andmarketing for divisions of American Hospital Supply Corporation, a publicmanufacturer and distributor of healthcare products. Ms. Tunstall holds aB.A. in Economics with business emphasis from the University of California atSanta Barbara.

 

*E. Kevin Hrusovsky* was appointed as our President and CEO immediatelyfollowing the acquisition of Zymark Corporation, a liquid handling instrumentscompany, by us in July 2003. Prior to the acquisition, Mr. Hrusovskyhad served as President and CEO of Zymark since 1996. From 1992 to 1996,Mr. Hrusovsky was Director of International Business, AgriculturalChemical Division, and President of the Pharmaceutical Division, for FMCCorporation, 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 servedas a board member of the Association for Laboratory Automation since January 2003.He received his B.S. in Mechanical Engineering from Ohio State University, anM.B.A. from Ohio University, an Extended M.B.A. from Harvard University, and anhonorary doctorate from Framingham State College for his contributions to lifesciences. Mr. Hrusovsky has also been a director of Xenogen Corporationsince April 2005.

 

*Van Billet* has been a director since March 2004. Mr. Billethas served as Vice President and Chief Financial Officer of The Berwind CompanyLLC, a privately held diversified holding company, since May 2002. FromMay 2001 to April 2002, Mr. Billet was a corporate consultant.From June 2000 to April 2001, Mr. Billet was an executive atHercules, Inc., a specialty chemical company, and was named Senior VicePresident and CFO of Hercules in November 2000. From 1999 through 2000, heserved as Vice President and CFO of PJM Interconnection, LLC, an electric powerpooling company. From 1995 to 1999, Mr. Billet served in variouscapacities at Lyondell Chemical Company (formerly ARCO Chemical Company), achemical manufacturing company, including most recently as Vice President ofFinance. Mr. Billet received a B.S. in accounting and businessadministration from LaSalle University, a J.D. from Suffolk University LawSchool, and a legal Masters Degree in tax from Temple University Law School.

 

3

----

 

*Robert C. Bishop, Ph.D.* has been a director since April 2002. Dr. Bishophas served as President and Chief Executive Officer of AutoImmune Inc., abiopharmaceutical company, since May 1992 and has been the Chairman ofAutoImmune’s Board of Directors since May 1999. From 1986 to 1992,Dr. Bishop held senior management positions at Allergan, Inc., anophthalmic 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. inBiochemistry from the University of Southern California, and his M.B.A. fromthe University of Miami. Dr. Bishop is also a director of MilliporeCorporation and Optobionics Corporation. Dr. Bishop is a member of theBoard of Managers/Trustees for the MFS/Sun Life Series Trust and CompassAccounts advised by MFS Investment Management.

 

*David V. Milligan, Ph.D.* has been a director since October 1996 and was theChairman of the Board of Directors until July 2002. He is currentlyVice-Chairman. He has been a Vice President and Special Limited Partner of BayCity Capital, a merchant bank, since 1997. From 1979 to 1996, Dr. Milliganserved in a variety of management positions at Abbott Laboratories, ahealthcare products company. During his career at Abbott Laboratories he ledboth the diagnostic products and pharmaceutical products research anddevelopment organizations and was Senior Vice President and Chief ScientificOfficer when he retired at the end of 1996. Dr. Milligan is currentlyChairman of the Board of Directors of Galileo Pharmaceuticals, lead director ofICOS Corporation and a director of Reliant Pharmaceuticals and PathwayDiagnostics. He is a member of the Chemistry Department Advisory Board ofPrinceton University as well as the Chemical Sciences Leadership Council of theUniversity of Illinois at Urbana-Champaign. Dr. Milligan holds an A.B. inChemistry from Princeton University and M.S. and Ph.D. degrees in OrganicChemistry from the University of Illinois.

 

*Allan L. Comstock* has been a director since September 2005.Mr. Comstock joined Atlantic Richfield and Company (ARCO) in 1970 and wasVice President and Controller of ARCO from 1993 until his retirement in 2001.Prior to 1993, he held numerous financial and accounting positions, includingManager of Operations Analysis for ARCO Products Company, General Auditor forARCO, and Vice President of Planning & Control for ARCO ChemicalCompany. Mr. Comstock holds a B.S. in Accounting and an M.B.A. fromSouthern Illinois University.

 

*Daniel L. Kisner, M.D*. has been a director since March 1999and has served as Chairman of the Board of Directors since July 2002. Heis currently a partner at Aberdare Ventures, a venture capital firm investingin early stage healthcare companies. Dr. Kisner served as Caliper’sPresident and Chief Executive Officer from February 1999 to July 2002before being elected Chairman of the Board on July 1, 2002. FromMay 1994 to January 1999, Dr. Kisner served as a President andChief Operating Officer of Isis Pharmaceuticals, Inc., a biotechnologycompany. From February 1993 to May 1994, Dr. Kisner served asExecutive Vice President and Chief Operating Officer of Isis Pharmaceuticals.From March 1991 to February 1993, he served as Executive VicePresident of Isis Pharmaceuticals and was responsible for business and productdevelopment and manufacturing. From December 1988 to March 1991, Dr. Kisnerserved as Division Vice President of Pharmaceutical Development for AbbottLaboratories. Dr. Kisner has held a tenured position in the Division ofOncology at the University of Texas, San Antonio School of Medicine and iscertified by the American Board of Internal Medicine and certified in MedicalOncology. Dr. Kisner holds a B.A. from Rutgers University and an M.D. fromGeorgetown University.

 

**ExecutiveOfficers and Key Employees**

 

The following are our executive officers andkey employees, together with their ages and biographical information, as ofMarch 31, 2006:

 
| **Name**                   | ** ** | **Age** | ** ** | **Position**                                | ** ** |
|----------------------------|------------|---------|------------|---------------------------------------------|------------|
|                       |       |    |       |                                        |       |
| E. Kevin Hrusovsky    |       | 44      |       | President  and Chief Executive Officer      |       |
| Bruce J. Bal               |       | 47      |       | Vice  President, Operations and Aftermarket |       |
| Enrique Bernal             |       | 67      |       | Vice President, Instrument R&D     |       |
| Paula J. Cassidy           |       | 37      |       | Vice  President, Human Resources            |       |
| Andrea W. Chow, Ph.D. |       | 48      |       | Vice  President, Microfluidics R&D      |       |

 

4

----

 
| Stephen E. Creager          |   | 52 |   | Vice  President, General Counsel and Secretary        |   |
|-----------------------------|--------|----|--------|-------------------------------------------------------|--------|
| Thomas T. Higgins           |   | 54 |   | Executive  Vice President and Chief Financial Officer |   |
| William C. Kruka            |   | 45 |   | Vice  President, Business Development                 |   |
| David Manyak, Ph.D.         |   | 53 |   | Executive  Vice President, Drug Discovery Services    |   |
| Peter F. McAree             |   | 41 |   | Vice  President, Finance                              |   |
| Auro Nair, Ph.D.            |   | 45 |   | Vice  President, Worldwide Marketing and Sales        |   |
| Mark T.  Roskey, Ph.D. |   | 45 |   | Vice  President, Reagents and Applied Biology         |   |
| Jean-Louis Rufener          |   | 60 |   | Vice  President, International Operations        |   |

 

For biographical information with respect toE. Kevin Hrusovsky, Caliper’s President and Chief Executive Officer, see “Directors” above.

 

Biographical information relating to ourexecutive officers and key employees is as follows:

 

*Bruce J. Bal* was appointed to the position of Vice President, Operationsand Aftermarket Businesses following the acquisition of Zymark. Mr. Baljoined Zymark in 1997 as Vice President of R&D and Operations. Hepreviously worked at FMC Corporation, a diversified holding company, in theBiotechnology Division as Director of Operations. He has also held a wide rangeof management positions in his 13 years at E.I. DuPont de Nemours and wasgeneral manager of United States Pollution Control, Inc. in Utah.Mr. Bal received a B.S. in Chemical Engineering from the University ofWisconsin in 1981 and an MBA from Loyola University, Louisiana in 1986.

 

*Enrique Bernal* was appointed to the position of Vice President, InstrumentR&D following the acquisition of Zymark. Mr. Bernal joined Zymark inFebruary 1999, prior to which he worked at Galileo Corporation ofSturbridge, Massachusetts, a developer and manufacturer of electron multipliersand optical fiber products, where he was responsible for all engineeringfunctions and product development. Previously, he had spent 29 years atHoneywell Inc. He received a B.S. in Physics from the College of St.Thomas, and a Masters in Physics from the University of Minnesota.

 

*Paula J. Cassidy* was appointed Vice President, Human Resources inNovember 2005. Ms. Cassidy previously was Vice President, HumanResources at Virtusa, Corp., a global provider of software development andrelated IT services. In that position, Ms. Cassidy was responsible for allaspects of the human resources function. Prior to joining Virtusa Corp in 2003,Ms. Cassidy was with Innoveda, Inc., a publicly traded provider ofsoftware and services for the electronic design automation industry. Innovedahad facilities all over the world including the United States, Europe, Israeland Asia. Prior to Innoveda, Ms. Cassidy was Vice President, HumanResources for a wholly-owned subsidiary of Synopsys, Inc. Ms. Cassidystarted her career in Human Resources at Viewlogic Systems, Inc. and heldvarious management positions while at Viewlogic. Ms. Cassidy received aB.S. in Sociology from St. Anselm College.

 

*Andrea W. Chow, Ph.D.* was appointed Vice President, Microfluidics R&D inDecember 2003. Prior to that, she held the position of Senior Director ofMicrofluidics at Caliper. Before joining the company in 1997, Dr. Chowconducted research at the Lockheed Palo Alto Research Laboratories and SRIInternational, and completed a postdoctoral fellowship at the University ofBristol in the United Kingdom. Dr. Chow received her B.S. degree inChemical Engineering from the University of Southern California, and M.S. andPh.D. degrees in Chemical Engineering from Stanford University.

 

*Stephen E. Creager* was appointed Vice President, General Counsel and Secretaryin June 2003. Prior to that, he held the position of Associate General Counsel.Before joining the company in October 2002, Mr. Creager was Vice Presidentof Business Development for Tyco Electronics, an operating unit of TycoInternational involved in the development and manufacture of electronic components.In this role, he provided the legal support for the business developmentinitiatives of Tyco Electronics, including the acquisition of over 40businesses. Prior to taking on these business development responsibilities atTyco Electronics, Mr. Creager served as the General Counsel of TycoElectronics. Prior to that, Mr. Creager served as Associate GeneralCounsel of Raychem

 

5

----

 

Corporation, a manufacturer ofelectronic components, from November 1993 until August 1999, whenRaychem was acquired by Tyco Electronics. Prior to his experience at Raychem,Mr. Creager was in private legal practice for nine years. Mr. Creagerreceived a B.A. degree from The Evergreen State College, and a Masters ofPhilosophy degree in economics and a J.D. degree, both from Yale University.

 

*Thomas T. Higgins* joined the company in January 2005 as Executive VicePresident and Chief Financial Officer. Previously, Mr. Higgins wasExecutive Vice President, Operations and Chief Financial Officer at V.I.Technologies, Inc. (now Panacos Pharmaceuticals, Inc.), abiotechnology company developing novel anti-infective technologies. In thatposition, Mr. Higgins was responsible for finance and accounting, capitalfinancing activities, investor relations, and research and development supportactivities. Mr. Higgins also had responsibility for the New York-basedplasma manufacturing business until its divesture in 2001. Prior to joiningV.I. Technologies in 1998, Mr. Higgins was with Cabot Corporation, aglobal specialty chemicals company, from 1985 where he held various senioroperations and finance positions during his tenure. In his last position heserved as Executive Vice President of Cabot’s LNG operations, and prior to thatwas responsible for Cabot’s Asia Pacific carbon black operations. He alsoserved in other senior management roles for Cabot’s Asia business. BeforeCabot, Mr. Higgins was with PricewaterhouseCoopers. Mr. Higgins holdsa B.B.A with honors from Boston University.

 

*William C. Kruka* joined the Company in 2002 as Vice President, BusinessDevelopment. Previously, Mr. Kruka was Senior Manager of BusinessDevelopment with Applied Biosystems Group, a life science tool provider. Inthis role, he led the business development initiatives for proteomics,including related mass spectrometry, sample preparation, chromatography andmicrofluidic technologies. These initiatives included developing strategy,formulating deal structures and negotiating collaborations, licensing deals anddivestitures. He also chaired an internal business development council thataddressed strategic and operational matters from a cross-functional businessand technology perspective. Prior to Applied Biosystems, Mr. Kruka held anumber of corporate business development, sales, marketing and administrationpositions with Applera and its predecessors, PE Corporation and ThePerkin-Elmer Corporation, from 1983 to 2002.

 

*David Manyak, Ph.D.*joined the Company in 2005 as Executive Vice President, DrugDiscovery Services. Previously, Dr. Manyak was Chief Executive Officer ofNovaScreen Biosciences Corporation, which was acquired by the Company inOctober 2005, since January 1993. Dr. Manyak has more than20 years of experience in research, financial analysis, and management ofbiotechnology companies. Dr. Manyak was a biotechnology industryconsultant and was co-founder and former Director of GeneMedicine Inc., agene therapy company that had its initial public offering in 1994 and has sincemerged to form Valentis Corp. He was previously employed by MerrillLynch & Co. (from 1985 to 1990) as Vice President, SeniorBiotechnology Industry Analyst, and held a similar position as an analyst withValue Line Inc. (from 1983 to 1985). Dr. Manyak holds a Ph.D. inZoology/Biochemistry from Duke University and a B.A. from Brown University.

 

*Peter F. McAree* was appointed to the position of Vice President, Financefollowing the acquisition of Zymark. Mr. McAree joined Zymark as ChiefFinancial Officer in May 2001 after serving in the same capacity as anindependent consultant since November 2000. From January 2000 throughNovember 2000, Mr. McAree served as Chief Financial Officer ofIconomy.com, Inc., a commerce solutions provider. From January 1999through December 1999 Mr. McAree was an independent consultant. FromJanuary 1997 through December 1998, Mr. McAree served asExecutive Vice President and Vice President, Finance at ElcomInternational, Inc., a commercial distributor of personal computers, andas President of its electronic commerce software business, ElcomSystems, Inc. Prior to Elcom, Mr. McAree was Chief Financial Officerof Geerlings & Wade, Inc., a direct marketer of wine, from 1995through 1996. Mr. McAree began his career in the Enterprise Group ofArthur Andersen, Boston, where he held various positions, most recently asSenior Manager in 1995. He received his B.S. in Accountancy from BentleyCollege, and is a licensed Certified Public Accountant in Massachusetts.

 

*Auro Nair, Ph.D.* was appointed Vice President, Worldwide Marketing and Salesin March 2006. He previously held the position of Vice President, GlobalMarketing and was appointed to the position of Vice President, North AmericanSales following the acquisition of Zymark, where since 1998 he had led Zymark’sNorth American Sales organization. Prior to his employment at Zymark,Dr. Nair managed Quality Compliance

 

6

----

 

and Analytical Services at GlaxoWellcome, Singapore, where he was responsible for all analytical chemistrysupport for two manufacturing plants and a pilot facility. Dr. Nairreceived his Ph.D. in Analytical Chemistry from the University of Oklahoma, aB.S. in Chemistry from the University of Sciences, Malaysia, and an M.B.A. fromSuffolk University.

 

*Mark T. Roskey, Ph.D*. currently serves as Vice President Reagents and AppliedBiology. Most recently, he held the position of Vice President, North AmericanSales, and was appointed to the position of Vice President, Worldwide Marketingfollowing the acquisition of Zymark, where he had held this role since hejoined Zymark in December 2001. Prior to that, Dr. Roskey worked forsix years at Applied Biosystems, a life sciences company, where he served asDirector of Marketing. He has more than 15 years of experience in productresearch, development and strategic marketing with complex biological solutionsand automated instrument systems. Dr. Roskey holds a B.S. in Biology fromFramingham State College, a Ph.D. in Microbiology from the University of NotreDame and completed a postdoctoral fellowship in Molecular Immunobiology at theHarvard Medical School.

 

*Jean-Louis Rufener* was appointed to the position of Vice President,International Operations following the acquisition of Zymark. At Zymark, he hadheld this position since Zymark acquired Scitec Automation Holdings inAugust 1999. During his tenure at Scitec, a liquid handling and laboratoryautomation company, Mr. Rufener held the position of President and CEO.Prior to Scitec, Mr. Rufener was President of Tecan Corporation.Mr. Rufener holds a degree in Chemical Engineering from the Institute ofTechnology, Canton Bern, Switzerland.

 

Thereare no family relationships between any director or executive officer ofCaliper.

 

### **Information Regardingthe Audit Committee**

### ** **

Caliper’s Board of Directors has an AuditCommittee, currently composed of Mr. Billet, Dr. Bishop and Mr. Comstock.

 

The Board of Directors annually reviews theNasdaq listing standards definition of independence for Audit Committee membersand has determined that all members of Caliper’s Audit Committee areindependent (as independence is currently defined inRule 4350(d)(2)(A)(i) and (ii) of the Nasdaq listing standards).With Mr. Comstock’s election to the Board of Directors inSeptember 2005, he was appointed the Audit Committee Chairperson anddesignated as an “audit committee financial expert,” as defined in applicableSEC rules. The Board of Directors made a qualitative assessment ofMr. Comstock’s level of knowledge and experience based on a number offactors, including his formal education and his past experience as a financialexecutive.

 

### **StockholderRecommendations for Nominations of Directors**

### ** **

Caliper’s Board of Directors has a Nominatingand Corporate Governance Committee. The Nominating and Corporate GovernanceCommittee will consider director candidates recommended by stockholders. TheCommittee does not intend to alter the manner in which it evaluates candidatesbased on whether the candidate was recommended by a stockholder or not.Stockholders who wish to recommend individuals for consideration by theNominating and Corporate Governance Committee to become nominees for electionto the Board of Directors may do so by delivering a written recommendationaddressed to Caliper’s Secretary at the following address: Caliper LifeSciences, Inc., 605 Fairchild Drive, Mountain View, CA 94043. TheSecretary will then forward the communication to the Nominating and CorporateGovernance Committee. Submissions must include the full name of the proposednominee, a description of the proposed nominee’s business experience for atleast the previous five years, complete biographical information, a descriptionof the proposed nominee’s qualifications as a director and a representationthat the nominating stockholder is a beneficial or record owner of Caliper’scommon stock. Any such submission must be accompanied by the written consent ofthe proposed nominee to be named as a nominee and to serve as a director ifelected.

 

7

----

 

### **Section 16(A)Beneficial Ownership Reporting Compliance**

### ** **

Section 16(a) of the Securities ExchangeAct of 1934, as amended,  requiresCaliper’s directors and executive officers, and persons who own more than tenpercent of a registered class of Caliper’s equity securities, to file with theSEC initial reports of ownership and reports of changes in ownership of commonstock and other equity securities of Caliper. Officers, directors and greaterthan ten percent stockholders are required by SEC regulation to furnish Caliperwith copies of all Section 16(a) forms they file.

 

To Caliper’s knowledge, based solely on areview of the copies of such reports furnished to Caliper and writtenrepresentations that no other reports were required, during the fiscal yearended December 31, 2005, all Section 16(a) filing requirementsapplicable to its officers, directors and greater than ten percent beneficialowners were complied with, except as follows: Dr. Manyak filed a latereport on Form 3 with respect to securities beneficially owned as ofOctober 3, 2005, the date he became an employee of Caliper.

 

**Code ofEthics**

 

Caliperhas adopted the Caliper Life Sciences, Inc. Code of Business Conduct andEthics that applies to all officers, directors and employees. The Code ofBusiness Conduct and Ethics is available on Caliper’s website atwww.CaliperLS.com under “Investors.” If Caliper makes any substantiveamendments to the Code of Business Conduct and Ethics or grants any waiver froma provision of the Code to any executive officer or director, Caliper willpromptly disclose the nature of the amendment or waiver on its website.

 

**Item 11.Executive Compensation**

 

**Compensationof Executive Officers**

 

**Summaryof Compensation**

 

The following table shows for the years endedDecember 31, 2005, 2004 and 2003, compensation awarded or paid to, orearned by, Caliper’s current Chief Executive Officer, and its other four mosthighly compensated executive officers at December 31, 2005 (the “NamedExecutive Officers”):

 

### **SUMMARY COMPENSATIONTABLE**

 
| ** **                                     | ** ** | ** ** | ** ** | ** **                   | ** ** | **Long-Term  Compensation Awards** | ** ** | ** **                          | ** ** |
|------------------------------------------------|------------|------------|------------|------------------------------|------------|-----------------------------------------|------------|-------------------------------------|------------|
| ** **                                     | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | ** **                              | ** ** | **Securities**                      | ** ** | ** ** | ** ** |
| **Name and Principal Position** | ** ** | **Year**   | ** ** | **Salary**                   | ** ** | **Bonus**                               | ** ** | **Other Annual  Compensation** | ** ** | **Restricted  Stock(1)** | ** ** | **Underlying  Options** | ** ** | **All Other  Compensation** | ** ** |
|                                           |       |       |       |                         |       |                                    |       |                                |       |   |   |   |   |   |   |
| E. Kevin  Hrusovsky,                           |       | 2005       |       | $                            | 396,667    |                                    | $          | 440,000                             |       | — |   | $ | 250,000 |   | 40,000 |   | $ | 1,727 |   |
| President and  Chief Executive Officer(2)      |       | 2004       |       | 380,004                      |       | 418,000                                 |       | —                              |       | 468,000 |   | 80,000 |   | 1,010 |   |
|                                           |       | 2003       |       | 177,047                      |       | —                                  |       | —                              |       | 546,000 |   | 700,000 |   | — |   |
|                                           |       |       |       |                         |       |                                    |       |                                |       |   |   |   |   |   |   |
| Thomas T. Higgins                              |       | 2005       |       | $                            | 254,167    |                                    | $          | 88,958                              |       | — |   | $ | 479,375 |   | 113,500 |   | $ | — |   |
| Executive Vice  President and Chief Financial  |       | 2004       |       | —                       |       | —                                  |       | —                              |       | — |   | — |   | — |   |
| Officer(3)                                     |       | 2004       |       | —                       |       | —                                  |       | —                              |       | — |   | — |   | — |   |
|                                           |       |       |       |                         |       |                                    |       |                                |       |   |   |   |   |   |   |
| Stephen E.  Creager,                           |       | 2005       |       | $                            | 219,167    |                                    | $          | 72,325                              |       | — |   | $ | 84,375 |   | 13,500 |   | $ | 618 |   |
| Vice President  and General Counsel(4)         |       | 2004       |       | 210,000                      |       | 69,300                                  |       | —                              |       | 157,950 |   | 27,000 |   | 618 |   |
|                                           |       | 2003       |       | 199,398                      |       | 32,901                                  |       | —                              |       | — |   | 23,000 |   | — |   |
|                                           |       |       |       |                         |       |                                    |       |                                |       |   |   |   |   |   |   |
| William C. Kruka,                              |       | 2005       |       | $                            | 213,503    |                                    | $          | 76,861                              |       | — |   | $ | 75,000 |   | 12,000 |   | $ | 76,672 |   |
| Vice President,  Business Development(5)       |       | 2004       |       | 206,016                      |       | 81,576                                  |       | —                              |       | 128,700 |   | 22,000 |   | 66,726 |   |
|                                           |       | 2003       |       | 206,016                      |       | 37,083                                  |       | —                              |       | — |   | 80,000 |   | 66,726 |   |

 

8

----

 
| Andrea W. Chow,  Ph.D.,           |   | 2005 |   | $       | 198,333 |   | $      | 54,542 |   | — |   | $      | 62,500 |   | 10,000 |   | $ | — |   |
|-----------------------------------|--------|------|--------|---------|---------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|---|--------|--------|
| Vice President,  Microfluidics(6) |   | 2004 |   | 190,000 |    | 57,475 |   | — |   | 87,750 |   | 45,000 |   | — |   |
|                              |   | 2003 |   | 173,837 |    | 22,947 |   | — |   | 86,278 |   | 29,400 |   | — |   |

 

----

| (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 Caliper’s 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 2005, Mr. Hrusovsky was granted 40,000  restricted stock units valued at $6.25 on the date of grant, August 17,  2005. 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, 2005, Mr. Hrusovsky’s  holdings included 143,750 unvested restricted shares having a value of  $845,206. Mr. Hrusovsky’s 2003 restricted stock unit awards 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.  Restricted stock awards to Mr. Hrusovsky in 2005 and 2004 are subject to  vesting over 4 years with 25% of the shares vesting annually from the  date of the grant. Mr. Hrusovsky’s “All Other Compensation” in 2005 and  2004 consisted of $1,367 and $650, respectively, for tax preparation services  and $360 in each year 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. Higgins  became Caliper’s Chief Financial Officer and an employee of Caliper on  January 10, 2005. Under the terms of his employment offer letter,  Mr. Higgins was granted 50,000 restricted stock units valued at $7.90 on  the date of the grant, January 10, 2005. He was additionally granted  13,500 restricted stock units valued at $6.25 on the date of the grant,  August 17, 2005. As of December 31, 2005, Mr. Higgins’  holdings include 63,500 unvested restricted shares having a value of  $373,380. Mr. Higgins’ January 10, 2005 restricted stock award is  subject to vesting over four years with 25% of the shares vesting one year  from the date of the grant and 6.25% of the shares vesting each quarter thereafter.  His August 17, 2005 restricted stock award is subject to vesting over  four years with 25% of the shares vesting annually from the date of the  grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (4)    | In  2005, Mr. Creager was awarded 13,500 restricted stock units valued at  $6.25 on the date of the grant, August 17, 2005. In 2004,  Mr. Creager was awarded 27,000 restricted stock units valued at $5.85 on  the date of grant, July 30, 2004. Mr. Creager’s restricted stock  awards are subject to vesting over four years with 25% of the shares vesting  annually from the date of the grant. Mr. Creager’s holdings include  33,750 unvested restricted shares having a value of $198,450 at December 31,  2005. Mr. Creager’s “All Other Compensation” in 2005 and 2004 consisted  of $618 for term life insurance premiums in each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (5)    | In  2005, Mr. Kruka was awarded 12,000 restricted stock units valued at  $6.25 on the date of the grant, August 17, 2005. In 2004, Mr. Kruka  was awarded 22,000 restricted stock units valued at $5.85 on the date of  grant, July 30, 2004. Mr. Kruka’s restricted stock awards are  subject to vesting over four years with 25% of the shares vesting annually  from the date of the grant. Mr. Kruka’s holdings include 28,500 unvested  restricted shares having a value of $167,580 at December 31, 2005.  Mr. Kruka’s “All Other Compensation” in 2005 includes $76,470 and in  2004 and 2003 includes $65,523 of loan forgiveness and associated tax gross-up  related to a relocation loan described further in the section below entitled,  “Certain Relationships and Related Transactions—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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

9

----

 
| (6) | In  2005, Dr. Chow was awarded 10,000 restricted stock units valued at $6.25  on the date of the grant, August 17, 2005. In 2004, Dr. Chow was  awarded 15,000 restricted stock units valued at $5.85 on the date of grant,  July 30, 2004. In 2003, Dr. Chow was awarded 16,437 restricted  shares, on July 10, 2003, valued at $5.25 per share in connection with  Caliper’s acquisition of Zymark. Dr. Chow’s 2004 and 2005 restricted  stock awards are subject to vesting over four years with 25% of the shares  vesting annually from the date of the grant. Dr. Chow’s 2003 restricted  shares vested after one year. Dr. Chow’s holdings include 21,250  unvested restricted shares having a value of $124,950 at December 31,  2005. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Stock Option Grantsand Exercises**

 

As of March 31, 2006, options to purchase atotal of 6,324,668 shares were outstanding under our 1999 Equity Incentive Planand Acquisition Incentive Plan, collectively, and 2,745,044 shares remainedavailable for future grants under these plans.

 

The following tables show, for the fiscalyear ended December 31, 2005, certain information regarding optionsgranted to, exercised by, and held at year-end by, the Named Executive Officers.

 

The exercise price of each option was equalto the closing sales price of Caliper’s common stock as reported on the NasdaqStock Market for the last market trading day prior to the date of grant. Theexercise price may be paid in cash, in shares of Caliper’s common stock valuedat fair market value on the exercise date or through a cashless exerciseprocedure involving a same-day sale of the purchased shares. With the exceptionof options to purchase 100,000 shares granted to Mr. Higgins upon his employment,the options granted to Caliper’s executive officers in 2005 vest over fouryears with 25% of the shares vesting annually from the date of grant. Each ofthe options has a 10-year term, subject to earlier termination if the optionee’sservice with us ceases. Under certain circumstances following a change ofcontrol, the vesting of such option grants may accelerate and becomeimmediately exercisable. See the section entitled “Employment, Severance andChange of Control Arrangements” below for a description of Caliper’s agreementswith Named Executive Officers concerning stock options that have been grantedto them.

 

The potential realizable value is calculatedbased on the ten-year term of the option at the time of grant. Stock priceappreciation of 5% and 10% is assumed pursuant to rules promulgated by theSecurities and Exchange Commission and does not represent Caliper’s predictionof its stock price performance. The potential realizable values at 5% and 10%appreciation are calculated by assuming that the stock price on the date ofgrant appreciates at the indicated annual rate, compounded annually for theentire term of the option and that the option is exercised and sold on the lastday of its term for the appreciated stock price. On April 25, 2006, the closingsales price of Caliper’s common stock was $6.14.

 

Percentages shown under “Percentage of TotalOptions to Employees in 2005” are based on an aggregate of 518,965 optionsgranted to employees, consultants and directors of Caliper under its stockoption plans during 2005. 

 
| ** **            | ** ** | **Option Grants in Last Fiscal Year** | ** ** | ** **                    | ** ** |
|-----------------------|------------|----------------------------------------------------------------|------------|-------------------------------|------------|
| ** **            | ** ** | **Individual Grants**                                     | ** ** | **Potential Realizable** | ** ** |
| ** **            | ** ** | **Number of**                                             | ** ** | ** **                    | ** ** | ** ** | ** ** | **Value at Assumed** | ** ** |
| ** **            | ** ** | **Shares**                                                     | ** ** | **Percentage of**        | ** ** | ** ** | ** ** | ** ** | ** ** | **Annual Rates of Stock** | ** ** |
| ** **            | ** ** | **Underlying**                                                 | ** ** | **Total Options**        | ** ** | **Exercise** | ** ** | ** ** | ** ** | **Price Appreciation for** | ** ** |
| ** **            | ** ** | **Option**                                                     | ** ** | **to Employees**         | ** ** | **Price** | ** ** | **Expiration** | ** ** | **Option Term** | ** ** |
| **Name**              | ** ** | **Granted**                                                    | ** ** | **in 2005**              | ** ** | **Per Share** | ** ** | **Date** | ** ** | **5%** | ** ** | **10%** | ** ** |
|                  |       |                                                           |       |                          |       |   |   |   |   |   |   |   |   |
| E. Kevin Hrusovsky    |       | 40,000                                                         |       | 7.71                          | %          | $ | 6.25 |   | 08/16/2015 |   | $ | 157,223 |   | $ | 398,436 |   |
| Stephen E. Creager    |       | 13,500                                                         |       | 2.60                          | %          | $ | 6.25 |   | 08/16/2015 |   | $ | 53,063 |   | $ | 64,128 |   |
| Andrea W. Chow, Ph.D. |       | 10,000                                                         |       | 1.93                          | %          | $ | 6.25 |   | 08/16/2015 |   | $ | 39,306 |   | $ | 99,609 |   |

 

10

----

 
| William C. Kruka  |   | 12,000  |   | 2.31  | % | $ | 6.25 |   | 08/16/2015 |   | $ | 47,167  |   | $ | 119,531   |   |
|-------------------|--------|---------|--------|-------|---|---|------|--------|------------|--------|---|---------|--------|---|-----------|--------|
| Thomas T. Higgins |   | 100,000 |   | 19.27 | % | $ | 7.90 |   | 01/09/2015 |   | $ | 496,827 |   | $ | 1,404,502 |   |
| Thomas T. Higgins |   | 13,500  |   | 2.60  | % | $ | 6.25 |   | 08/16/2015 |   | $ | 53,063  |   | $ | 1,117,734 |   |

** **

**Aggregated Option/SAR Exercises in LastFiscal Year, and Fiscal Year-End Option/SAR Values**

 

The following table presents the number andvalue of securities underlying unexercised options that are held as ofDecember 31, 2005 by each of the individuals listed in the SummaryCompensation Table.

 

Amounts shown under the column “ValueRealized” are based on the closing sales price of Caliper’s common stock asreported on the Nasdaq Stock Market on the date of exercise, less the exerciseprice. Amounts shown under the column “Value of Unexercised In-the-MoneyOptions at December 31, 2005” are based on the closing price of Caliper’scommon stock of $5.88 on December 31, 2005 as reported on the Nasdaq StockMarket, less the exercise price, without taking into account any taxes that maybe payable in connection with the transaction, multiplied by the number ofshares underlying the option. 

 
| ** **         | ** ** | **Number of  Securities Underlying  Unexercised Options  at December 31, 2005** | ** ** | **Value of Unexercised  In-the-Money Options  at December 31, 2005** | ** ** |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
| **Name**           | ** ** | **Exercisable**                                                                                               | ** ** | **Unexercisable**                                                                                  | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
|               |       |                                                                                                          |       |                                                                                               |       |   |   |   |   |
| E. Kevin Hrusovsky |       | 447,916                                                                                                       |       | 372,084                                                                                            |       | $ | 178,375 |   | $ | 118,025 |   |
| Stephen E. Creager |       | 102,852                                                                                                       |       | 60,648                                                                                             |       | 181,989 |   | 52,951 |   |
| Andrea W. Chow     |       | 81,433                                                                                                        |       | 40,557                                                                                             |       | 96,839 |   | 10,045 |   |
| William C. Kruka   |       | 150,241                                                                                                       |       | 63,759                                                                                             |       | 118,189 |   | 57,971 |   |
| Thomas T. Higgins  |       | —                                                                                                        |       | 113,500                                                                                            |       | — |   | — |   |
|                    |            |                                                                                                               |            |                                                                                                    |            |  |  |  |  |  |  |

 

**Compensation of Directors**

 

Non-employee directors receive (1) a feefor attendance at each Board of Directors meeting of $2,500 per meeting ifattended in person, or $1,000 if attended by phone or videoconference, and(2) a fee for attendance on telephonic conference calls to discuss mattersrelating to Caliper at which all directors are requested to attend but that arenot official meetings of the Board of Directors, in the amount of $1,000 perconference call. Non-employee directors also received for their service on theBoard of Directors 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 andeach other member of the Audit Committee receives an annual retainer of $3,000.The Chairs of the Compensation Committee and the Nominating and CorporateGovernance Committee each also receive an annual retainer of $2,500 and eachother member of these Committees receives an annual retainer of $1,000, in allcases payable quarterly in arrears. Non-employee directors receive no cashcompensation for attendance at committee meetings. Employee directors(Mr. Hrusovsky and Dr. Kisner) receive no cash compensation forattendance at Board of Directors or committee meetings. All directors arereimbursed for expenses in connection with attendance at Board of Directors andcommittee meetings.

 

Each of Caliper’s non-employee directors alsoreceives stock option grants under the 1999 Non-Employee Directors’ StockOption Plan. The number of shares of common stock that may be issued pursuantto options granted under the directors’ plan is 549,023 and is increased oneday after each annual meeting of stockholders by the greater of 0.3% of theoutstanding shares on a fully-diluted basis or the number of shares that couldbe issued under options granted under the directors’ plan during the prior12-month period. The directors’ plan is administered by Caliper’s Board ofDirectors, unless the Board of Directors delegates administration to acommittee comprised of not less than two members of the Board of Directors.Options

 

11

----

 

granted under thedirectors’ plan are not intended to qualify as incentive stock options underthe Internal Revenue Code.

 

Option grants under the directors’ plan arenon-discretionary. Pursuant to the current terms of the directors’ plan, eachperson who is first elected as a non-employee director will automatically begranted 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 willvest monthly over five years. Shares received upon exercise are restricted andmay not be sold until vested. In addition, one day after each annual meeting ofCaliper’s stockholders, each non-employee director will automatically receiveanother option if the recipient has been a non-employee director for at leastthe prior six months. The annual grant will cover 14,000 shares for theChairman of the Board of Directors and 7,000 shares for all other non-employeedirectors, and will be fully exercisable upon the date of grant and will vestin 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 tothe option on the date of the grant, and the term of options granted under thedirectors’ plan is ten years.

 

During the last fiscal year, Caliper grantedoptions to purchase a total of 53,000 shares of Caliper’s common stock toCaliper’s non-employee directors, including 25,000 options at an exercise priceper share of $6.82, and 28,000 options at an exercise price of $6.95. Onenon-employee director received initial grants to purchase 25,000 shares ofcommon stock, and four other non-employee directors each received an annualoption grant to purchase 7,000 shares of Caliper’s common stock.Dr. Kisner, as the Chairman of the Board of Directors and anemployee-director, was granted an option to purchase 14,000 shares of Caliper’scommon stock at an exercise price per share of $6.95 under the 1999 EquityIncentive Plan. As of March 31, 2006, a total of 245,400 options have beengranted under the directors’ plan, of which 85,600 options have been cancelledor have expired, and 7,000 options have been exercised.

 

As part of Caliper’s ongoing program ofresearch and development, Caliper entered into an annual renewable consulting agreementwith Dr. David V. Milligan, Caliper’s Vice-Chairman of the Board ofDirectors, effective January 1, 2004. Under the terms of the consultingagreement, Dr. Milligan agreed to provide consulting services to Caliperin certain fields described in the agreement, and Caliper agreed to payDr. Milligan $30,000 per year, payable monthly.

 

We have entered into an employment agreementwith Dr. Kisner in connection with his service as Chairman of the Board ofDirectors. See the section below entitled “Employment, Severance and Change ofControl Agreements” for a description of Dr. Kisner’s agreement.

 

**Employment, Severance and Change of ControlAgreements**

 

*Employment Agreement with Mr. Hrusovsky.*  In June 2003, Caliper entered into an employmentagreement with Mr. E. Kevin Hrusovsky to serve as President and ChiefExecutive Officer at a base salary of $380,004 a year starting upon the closingof Caliper’s acquisition of Zymark, which occurred in July 2003. Mr.Hrusovsky’s current annual base salary is $416,000, which was approved at therecommendation of the Compensation Committee of the Board by Caliper’s Board ofDirectors in March 2006 . Pursuant to the terms of the employment agreement,Mr. Hrusovsky is eligible to earn an annual incentive bonus in the targetamount of 100% of his then-current base salary, less standard withholdings anddeductions. The annual incentive bonus will be determined by the Board ofDirectors and may be increased or decreased based on Caliper’s achievement ofcertain performance milestones and financial targets for the calendar year.Mr. Hrusovsky was also granted an option to purchase 700,000 shares ofCaliper’s common stock at an exercise price of $5.46 per share. This optionvests over four years with 25% of the shares vesting one year from the date ofthe employment date and 2.08% of the shares vesting each month thereafter. Inaddition, Mr. Hrusovsky was granted 100,000 shares of Caliper’s restrictedstock. These shares vest over four years with 25% of the shares vesting one yearfrom the date of the employment agreement and 6.25% of the shares vesting eachquarter thereafter. The employment agreement is at-will, and provides that ifMr. Hrusovsky is terminated without cause (other than in connection with achange in control), he will be paid his base salary for 18 months insemi-monthly installments, he will be reimbursed for health insurance premiumsat his then-current rate of coverage for 18 months, and he will receiveaccelerated vesting of 18 months for his outstanding options andrestricted shares. If Mr. Hrusovsky

 

12

----

 

voluntarilyterminates his employment for good reason within 13 months of a change ofcontrol, he will receive the severance benefits and accelerated vesting benefitsdescribed below in the section entitled “Change of Control and Severance Plan.”

 

*Change in Control and Severance Plan.*  Caliper has a change in control and severanceplan that provides for the treatment of outstanding options, restricted stock,restricted stock units and the receipt of severance benefits for certain keyemployees in the event of a transaction resulting in a change of control ofCaliper. An amendment and restatement of this plan in its entirety was approvedby the Board of Directors in February 2005. The plan provides that in theevent a covered officer of Caliper is constructively or involuntarilyterminated without cause within 13 months after a Change in Control, asdefined in the plan, such terminated officer will receive:

 

•                  SalaryContinuation.  Monthly payments equal to such officer’s base payat the time of the covered termination for (i) in the case of each coveredofficer other than the President or Chief Executive Officer of Caliper,12 months and (ii) in the case of the President or Chief ExecutiveOfficer of Caliper, 24 months, or in each case until such covered officeris employed by another company, whichever occurs earlier;

 

•                  ProratedBonus Payment.  A payment equal to such officer’s target bonus orincentive payment for the year in which the covered termination occurs,prorated through the date of such termination;

 

•                  BenefitContinuation.  Continued provision of Caliper’s standard medicaland dental benefit insurance coverages at standard staff rates for the periodof salary continuation specified above; and

 

•                  PartialVesting Acceleration of Equity Awards.  On the date of thecovered termination, vesting acceleration of an additional 30 months forall outstanding stock options granted and restricted stock units, restrictedstock, performance shares or other equity awards issued by Caliper prior to theChange of Control to such covered officer.

 

If the total amount of payment under the planwould cause the covered officer to incur “golden parachute” excise taxliability in connection with the Change in Control, then the payments will bereduced to the extent necessary to leave him or her in a better after-taxposition than if no such reduction had occurred. The plan may be amended by theBoard of Directors at any time prior to a Change of Control. The plan providesthese benefits and protections to Mr. Hrusovsky, each of the other NamedExecutive Officers, and six other officers of Caliper.

 

*Employment Agreement with Dr. Kisner.*  In July 2002 Caliper entered into anemployment agreement with Dr. Daniel Kisner pursuant to whichDr. Kisner agreed to serve as Chairman of the Board of Directors. Theemployment agreement with Dr. Kisner is at-will. In December 2003,Caliper entered into an amendment to this employment agreement withDr. Kisner which provides that effective January 1, 2004,Dr. Kisner will be paid $50,000 on an annual basis to serve as Chairman ofthe Board of Directors. The amended agreement also provides that ifDr. Kisner is terminated without cause, or if he voluntarily terminateshis employment within three months following a constructive termination, hewill be reimbursed for health insurance premiums at his then-current rate ofcoverage for 12 months, and he will receive accelerated vesting of12 months for all of his outstanding options, provided any such severancepayments and health care reimbursement payments will cease once Dr. Kisnercommences full-time employment with another business entity. If Dr. Kisneris terminated without cause, or if he voluntarily terminates his employmentfollowing a constructive termination, within 13 months of a change ofcontrol, in addition to the severance benefits listed above, he will receiveaccelerated vesting of at least 24 months for all of his outstandingoptions.

 

*Consulting Agreements.*  In January 2004, Caliper entered into aconsulting agreement with Dr. David Milligan, a member of our Board ofDirectors, to provide consulting services. During the term of the agreement,Dr. Milligan will be paid $30,000 on an annual basis in twelve monthlyinstallments. In addition, Dr. Milligan

 

13

----

 

will be reimbursedfor travel and other out-of-pocket costs reasonably incurred in the course ofperforming services pursuant to such agreement.

 

**Compensation Committee Interlocks and Insider Participation**

 

Our Compensation Committee reviews andrecommends to the Board of Directors the compensation and benefits of all ofCaliper’s officers, and reviews general policy relating to compensation andbenefits of all of Caliper’s employees. The Compensation Committee also reviewsand makes recommendations to the Board of Directors regarding the issuance ofstock options and other awards under Caliper’s stock plans. Presentation andreview of compensation for Caliper’s officers, stock plans, and benefit plansare generally completed with the participation of the full Board of Directors.All members of Caliper’s Compensation Committee are independent (asindependence is currently defined in Rule 4200(a)(15) of the Nasdaqlisting standards).

 

**Item 12. Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters**

 

The following table sets forth certaininformation regarding the ownership of Caliper’s common stock as of March 31,2006, by: (i) each director and nominee for director; (ii) each ofthe executive officers named in the Summary Compensation Table; (iii) allexecutive officers and directors of Caliper as a group; and (iv) all thoseknown by Caliper to be beneficial owners of more than five percent of itscommon stock. 

 
| ** **                                                    | ** ** | **Shares Issuable Pursuant**                                                                                                                              | ** ** | **Beneficial Ownership(1)**                                                      | ** ** |
|---------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| **Beneficial Owner**                                     | ** ** | **to Options, Restricted  Stock Units and Other  Securities  Exercisable within 60 days  of March 31, 2006** | ** ** | **Number of  Shares (Including  Number Shown in  First  Column)** | ** ** | **Percentage  of Total** | ** ** |
| **Directors And Executive Officers**                          | ** ** | ** **                                                                                                                                                          | ** ** | ** **                                                                            | ** ** | ** ** | ** ** |
|                                                          |       |                                                                                                                                                                |       |                                                                                  |       |   |   |
| E. Kevin Hrusovsky                                            |       | 537,082                                                                                                                                                             |       | 667,907                                                                               |       | 1.94 | % |
| Stephen E. Creager                                            |       | 119,039                                                                                                                                                             |       | 123,375                                                                               |       |   | * |
| Andrea W. Chow, Ph.D.                                         |       | 87,959                                                                                                                                                              |       | 94,714                                                                                |       |   | * |
| William C. Kruka                                              |       | 170,610                                                                                                                                                             |       | 185,411                                                                               |       |   | * |
| Thomas T. Higgins                                             |       | 34,375                                                                                                                                                              |       | 42,131                                                                                |       |   | * |
| Daniel L.  Kisner, M.D.(2)(12)                                |       | 640,021                                                                                                                                                             |       | 748,122                                                                               |       | 2.17 | % |
| Robert C. Bishop, Ph.D.(12)                                   |       | 46,000                                                                                                                                                              |       | 46,000                                                                                |       |   | * |
| Van Billet(3)(12)                                             |       | 32,000                                                                                                                                                              |       | 32,000                                                                                |       |   | * |
| Allan L. Comstock(12)                                         |       | 25,000                                                                                                                                                              |       | 26,000                                                                                |       |   | * |
| David V.  Milligan, Ph.D.(4)(12)                              |       | 54,210                                                                                                                                                              |       | 110,832                                                                               |       |   | * |
| Kathryn A. Tunstall(12)                                       |       | 32,000                                                                                                                                                              |       | 32,000                                                                                |       |   | * |
| **5% Stockholders**                                           | ** ** | ** **                                                                                                                                                          | ** ** | ** **                                                                            | ** ** | ** ** | ** ** |
| Xenogen Corporation(5)                                        |       | 1,716,494                                                                                                                                                           |       | 5,889,960                                                                             |       | 16.54 | % |
| The Berwind Company LLC(6)                                    |       | —                                                                                                                                                              |       | 3,150,000                                                                             |       | 9.30 | % |
| Dimensional Fund Advisors Inc.(7)                             |       | —                                                                                                                                                              |       | 2,426,037                                                                             |       | 7.16 | % |
| LeRoy C. Kopp(8)                                              |       | —                                                                                                                                                              |       | 1,974,280                                                                             |       | 5.83 | % |
| Millenco, L.P.(9)                                             |       | —                                                                                                                                                              |       | 1,917,857                                                                             |       | 5.66 | % |
| Platinum Asset Management Limited(10)                         |       | —                                                                                                                                                              |       | 3,365,274                                                                             |       | 9.93 | % |
| Royce & Associates, LLC(11)                               |       | —                                                                                                                                                              |       | 3,465,800                                                                             |       | 10.23 | % |
| All directors and executive officers as a  group (19 persons) |       | 2,313,919                                                                                                                                                           |       | 3,436,892                                                                             |       | 9.49 | % |

 

----

*              Represents beneficial ownership of less than1% of the outstanding shares of Caliper’s common stock.

 

14

----

 
| (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 33,888,701 shares  outstanding on March 31, 2006, 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 Jordon 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)    | Each  of the Caliper securities indicated as beneficially owned by Xenogen  Corporation is also indicated as being beneficially owned in the table above  by The Berwind Company LLC or one or more of our directors or executive  officers. Xenogen has entered into voting agreements dated as of February 10,  2006, with certain of our stockholders which provide that the signatory will  vote (or cause to be voted) in person or by proxy all shares of Caliper  common stock held by such signatory in favor of the issuance of shares of  Caliper common stock in connection with the proposed merger of Caliper and  Xenogen and the transactions contemplated by the Agreement and Plan of  Merger, dated as of February 10, 2006, among Caliper, Caliper Holdings, Inc.,  and Xenogen. Xenogen does not admit that it is the beneficial owner of any of  the Caliper securities referred to herein for purposes of Section 13(d)  of the Securities Exchange Act of 1934, as amended, or any other purpose, and  such beneficial ownership is expressly disclaimed. Xenogen’s address is 860  Atlantic Avenue, Alameda, CA 94501. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (6)    | The  Berwind Company LLC is headquartered at 5 Hog Island Road, Philadelphia,  PA 19153.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (7)    | Represents  shares held as of February 1, 2006 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (8)    | 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 January 18, 2006. The address of all of these reporting persons is  7701 France Avenue South, Suite 500, Edina, MN 55435.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (9)    | Represents  shares beneficially owned, including through three entities, Millenco LP,  Millennium Management LLC, a general partner of Millenco, and Israel A.  Englander managing member of Millennium Management. Millenco, LP is located  at 666 Fifth Avenue, 8th Floor, New York, NY 10013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (10)   | Represents  shares held as of March 6, 2006 by a number of funds managed by Platinum  Asset Management Limited. Platinum Asset Management is located at  Level 4, 55 Harrington Street, Sydney, Australia 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

15

----

 
| (11)   | Royce &  Associates, LLC is located at 1414 Avenue of the Americas, New York, NY  10019.                                                                                                                                                                                                                                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (12)   | A  portion of the shares in the column captioned “Number of Shares (Including  Number Shown in First Column)”, represented by shares issuable pursuant to  options included in the column captioned “Shares Issuable Pursuant to  Options, Restricted Stock Units and Other Securities Exercisable within  60 days of March 31, 2006”, are unvested and subject to automatic  forfeiture under certain circumstances. |

 

16

----

 

**EQUITY COMPENSATION PLAN INFORMATION**

 

The following table provides certaininformation with respect to all of Caliper’s equity compensation plans ineffect as of December 31, 2005. 

 
| **Plan Category**                                          | ** ** | **Number of securities to  be issued upon exercise  of outstanding options,  warrants and rights  (a)** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights  (b)** | ** ** | **Number of securities remaining  available for issuance under equity  compensation plans (excluding  securities reflected in column(a))*  (c)** | ** **    |
|-----------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
| **Equity compensation plans approved by  security holders**     | ** ** | **5,430,395**                                                                                                                                             | ** ** | **$**                                                                                                            | **6.58**   | ** **                                                                                                                                                                                                   | **4,118,639** | ** ** |
| **Equity compensation plans not approved by  security holders** | ** ** | **950,988**                                                                                                                                               | ** ** | **$**                                                                                                            | **6.42**   | ** **                                                                                                                                                                                                   | **199,012**   | ** ** |
| **Total**                                                       | ** ** | **6,381,383**                                                                                                                                             | ** ** | **$**                                                                                                            | **6.55**   | ** **                                                                                                                                                                                                   | **4,317,651** | ** ** |

 

----

*                                         On the day after each annual meeting of ourstockholders until the year 2010, the aggregate number of shares of commonstock available for issuance under the 1999 Non-Employee Directors’ StockOption Plan automatically increases by that number of shares equal to thegreater of (i) three-tenths of one percent of the diluted sharesoutstanding or (ii) the number of shares of common stock subject tooptions granted during the prior 12-month period, provided that the Board ofDirectors may provide for a lesser increase. On the day after each annualmeeting of our stockholders until the year 2010, the aggregate number of sharesof common stock available for issuance under the 1999 Employee Stock PurchasePlan 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 duringthe prior 12-month period, provided that the Board of Directors may provide fora lesser increase. On the day after each annual meeting of our stockholdersuntil the year 2010, the aggregate number of shares of common stock availablefor issuance under the 1999 Equity Incentive Plan automatically increases bythat number of shares equal to the greater of (i) five percent of thediluted shares outstanding or (ii) the number of shares of common stocksubject to stock awards granted during the prior 12-month period, provided thatthe Board of Directors may provide for a lesser increase.

 

The following equity compensationplans of Caliper that were in effectas of December 31, 2005 were adopted without the approval of Caliper’s stockholders: 2001 Non-Statutory Stock OptionPlan (the “2001 Plan”), and the Acquisition Equity Incentive Plan (the “AcquisitionPlan”).

 

In December 2001, our Board of Directorsadopted the 2001 Plan. A total of 500,000 shares of common stock has beenreserved for issuance under this plan. As of December 31, 2005, options topurchase a total of 350,988 shares were outstanding, and 149,012 sharesremained available for future grants under the 2001 Plan.

 

In July 2003, our Board of Directors adoptedthe Acquisition Plan in connection with our acquisition of Zymark. A total of900,000 shares of common stock has been reserved for issuance under this plan.As of December 31, 2005, 193,750 restricted shares and options to purchase atotal of 600,000 shares were outstanding, and 50,000 shares remained availablefor future grants, under the Acquisition Plan.

 

*2001Non-Statutory Stock Option Plan.*All of our employeesand consultants, other than officers and directors, are eligible to receivestock awards under the 2001 Plan. Althoughwe may not generally grant stock awards to officers and directors under the2001 Plan, we may grant stock awards to persons not previously employed by usas an inducement essential to those persons entering into employment contractswith us, even if those persons become officers or directors in connection withsuch employment.

 

17

----

 

The Board shall administer the 2001 Plan unless and until the Boarddelegates administration to a committee. Our Board may suspend or terminate the2001 Plan at any time. Our Board may also amend the 2001 Plan at any time orfrom time to time. However, no amendment will be effective unless approved byour stockholders after its adoption by the Board to the extent stockholderapproval is necessary to satisfy the requirements of any Nasdaq or securitiesexchange listing requirements.

 

Under the 2001 Plan, the Board may grant only non-statutory optionswith an exercise price as determined by the Board. The maximum option term is10 years. The Board may provide for exercise periods of any length inindividual option grants. However, generally an option terminates three monthsafter the option holder’s service to our affiliates and to us terminates.

 

If we dissolve or liquidate,then any outstanding options under the 2001 Plan will terminate immediatelyprior to the event. If we sell, lease or dispose of all or substantially all ofour assets, or are acquired pursuant to a merger or consolidation, then thesurviving entity may assume or substitute all outstanding awards under the 2001Plan. If the surviving entity does not assume or substitute these awards, thengenerally the vesting and exercise ability of the stock awards will accelerate.

 

*Acquisition Equity Incentive Plan.*All persons**notpreviously employed by Caliper where the stock awards are an inducement to suchpersons to accept employment with Caliper or accept or continue employment withan affiliate of Caliper are eligible to receive stock awards under theAcquisition Plan.

 

The Board shall administer the Acquisition Plan unless and until theBoard delegates administration to a committee. If required under applicable lawor NASDAQ listing requirements, the Acquisition Plan shall be administered by a committee as provided in theAcquisition Plan. Our Board maysuspend or terminate the plan at any time. Our Board may also amend the plan atany time or from time to time. However, no amendment will be effective unlessapproved by our stockholders after its adoption by the Board to the extentstockholder approval is necessary to satisfy the requirements of any NASDAQ orsecurities exchange listing requirements.

 

Under the Acquisition Plan, the Board may grant non-statutory optionsand restricted stock, with an exercise price as determined by the Board. Themaximum option term is 10 years. The Board may provide for exercise periods ofany length in individual option grants. However, generally an option terminatesthree months after the option holder’s service to our affiliates and to usterminates.

 

If we dissolve or liquidate, then any outstanding options under theAcquisition Plan will terminate immediately prior to the event. If we sell,lease or dispose of all or substantially all of our assets, or are acquiredpursuant to a merger or consolidation, then the surviving entity may assume orsubstitute all outstanding awards under the Acquisition Plan. If the survivingentity does not assume or substitute these awards, then generally the vestingand exercise ability of the stock awards will accelerate.

 

**Item 13. Certain Relationshipsand Related Transactions**

 

*Indebtedness of Management.*  In July 1999, Caliper loanedDr. Daniel L. Kisner, then Caliper’sChief Executive Officer andcurrently Caliper’s Chairman of the Board of Directors, $425,000 in connectionwith the purchase of a residence. In July 2000, Caliper increased the loanamount by $75,000 to a total of $500,000. The loan had a maximum term of sixyears with an annual interest rate of 5.96%. Dr. Kisner repaid theoutstanding loan balance of $148,213 in full with interest on July 29,2005.

 

In May 2002, Caliper loaned WilliamKruka, Caliper’s Vice President, Business Development, $145,937 to coverrelocation and housing costs in connection with his acceptance of employmentwith Caliper. The loan bears annual interest at 3.21% and provides for annualforgiveness in lieu of repayment at the discretion of Caliper’s Chief ExecutiveOfficer, based upon Mr. Kruka’s performance. As of December 31, 2005,the remaining balance of the loan was forgiven, the taxable portion of which,$42,709, was included in Mr. Kruka’s “All Other Compensation” in 2005along with an associated tax gross-up.

 

18

----

 

*Stock Options.*  See the section above entitled “ExecutiveCompensation” for a description of stock options granted to Caliper’s directorsand executive officers and employment agreements entered into with Caliper’sexecutive officers.

 

*Indemnification Agreements.*  Caliper has entered into indemnificationagreements with Caliper’s directors and officers for the indemnification ofthese persons to the full extent permitted by law. Caliper also intends toexecute these agreements with future directors and officers.

 

*Consulting and Other Agreements.*  See section above entitled “Employment,Severance and Change of Control Agreements for a description of certain consultingand agreements entered into with certain executive officers and directors.

 

**Item 14. Principal AccountantFees and Services**

 

The following table represents aggregate fees billed toCaliper for fiscal years ended December 31, 2005 and December 31, 2004,by Ernst & Young LLP, Caliper’s independent registered publicaccounting firm.

 
| ** **         | ** ** | **Fiscal Year Ended** | ** ** |
|--------------------|------------|---------------------------------|------------|
| ** **         | ** ** | **2005**                        | ** ** | **2004** | ** ** |
| ** **         | ** ** | **(In thousands)**         | ** ** |
| Audit Fees         |       | $                               | 934        |   | $ | 832 |   |
| Audit-related Fees |       | —                          |       | — |   |
| Tax Fees           |       | 88                              |       | 67 |   |
| All Other Fees     |       | —                          |       | — |   |
| Total Fees         |       | $                               | 1,022      |   | $ | 899 |   |

* *

*Audit Fees.*  Consists of fees billed for professionalservices rendered for the audit of Caliper’s financial statements and review ofthe interim financial statements included in quarterly reports,Section 404 attest services, and services that are normally provided byErnst & Young LLP in connection with statutory and regulatory filingsor engagements. During 2005, the increase in fees was due to audit servicesrelated to Caliper’s acquisition of NovaScreen Biosciences Corporation.

 

*Audit-Related Fees. * Consists of fees billed for assurance and relatedservices that are reasonably related to the performance of the audit or reviewof Caliper’s financial statements and are not reported under “Audit Fees.”

 

*Tax Fees. * Consists of fees billed for professional services fortax compliance, tax advice and tax planning. During each of the fiscal yearsended December 31, 2005 and 2004, these services included the preparationand review of Caliper’s income tax returns and general tax advice and planning.

 

*All Other Fees. * Consists of fees for products and services other thanthe services described above.

 

The Audit Committee has determined that the rendering of theservices other than audit services by Ernst & Young LLP is compatiblewith maintaining the principal accountant’s independence.

 

All fees for services rendered in 2005 described above wereapproved by the Audit Committee.

 

**Pre-Approval Policies and Procedures**

 

Caliper’s Audit Committee pre-approves all audit andpermissible non-audit services provided by its independent auditors. Theseservices may include audit services, audit-related services, tax services andother

 

19

----

 

services. Prior to engaging Caliper’sindependent auditors to render an audit or permissible non-audit service, theAudit Committee specifically approves the engagement of Caliper’s independentauditors to render that service. Accordingly, Caliper does not engage itsindependent auditors to render audit or permissible non-audit services pursuantto pre-approval policies or procedures or otherwise, unless the engagement toprovide such services has been approved by the Audit Committee in advance. Assuch, the engagement of Ernst & Young LLP to render 100% of the servicesdescribed in the categories above was approved by the Audit Committee inadvance of the rendering of those services.

 

20

----

 

**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this Amendment No. 1 to the Form 10-K to be signedon its behalf by the undersigned, thereunto duly authorized.

 

 
|   |   | CALIPER LIFE SCIENCES,  INC. |
|--------|--------|------------------------------|
|   |   |                         |
|   |   |                         |
|   |   | By:                          | /s/ E. KEVIN HRUSOVSKY |
|   |   |                         | E.  Kevin Hrusovsky |
|   |   |                         | *Chief  Executive Officer* |

 

Date:  April 28, 2006

 

21

----

 

**INDEX TO EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description of Document**                                                                              |
|--------------------|------------|----------------------------------------------------------------------------------------------------------|
| 31.3               |       | 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. |

 

22

----