**UNITEDSTATES**

** SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

**AmendmentNo. 1**

 

**(Mark One)**

**xANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

**For the fiscal year ended December 31, 2007**

**or**

**oTRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACTOF 1934**

 

**For the transition periodfrom                      to                      .**

**Commission file number: 000-28229**

 

**CaliperLife Sciences, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                             | ** ** | **33-0675808**      |
|------------------------------------------|------------|---------------------|
| (State or other jurisdiction of          |       | (I.R.S. Employer    |
| incorporation or organization)           |       | Identification No.) |
| **68 Elm Street**                        | ** ** | ** **          |
| **Hopkinton, MA**                        | ** ** | **01748**           |
| (Address of principal executive offices) |       | (Zip Code)          |

 

Registrant’s telephone number, including area code**(508) 435-9500**

Securities registered pursuant to Section 12(b) of theExchange Act:

 
| **Title of each class**                   | ** ** | **Name of exchange on which registered** |
|-------------------------------------------|------------|------------------------------------------|
| Common  Stock, $0.001 Par Value Per Share |       | NASDAQ  Global Market                    |

 

Securities registered pursuant to Section 12(g) of theExchange Act:**None**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yeso   Nox

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Exchange Act. Yeso    Nox

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yesx   Noo

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “accelerated filer,” “large accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filero                      |   | Accelerated filerx         |
|-----------------------------------------------|--------|----------------------------|
|                                          |   |                       |
| Non-accelerated filero                        |   | Smaller reporting companyo |
| (Do not check if a smaller reporting company) |   |                       |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o   Nox

 

Theaggregate market value of the registrant’s voting and non-voting common stockheld by non-affiliates of the registrant (without admitting that any personwhose shares are not included in such calculation is an affiliate), as of thelast business day of the registrant’s most recently completed second fiscalquarter was $222.1 million.

 

Asof March 7, 2008, the registrant had 47,697,679 shares of common stockoutstanding.

 

 

 

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**EXPLANATORY NOTE**

 

CaliperLife Sciences, Inc. is filing this amendment to its Annual Report on Form 10-K,originally filed with the Securities and Exchange Commission on March 14,2008, solely for the purpose of amending and supplementing Part II, Item9A of the Annual Report on Form 10-K. This amendment changes our AnnualReport only by including information required by Part II, Item 9A. Inaddition, we are also including the Item 31.3 and 31.4 exhibits required by thefiling of this amendment.

 

 

 

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**Item 9A. *Controls and Procedures***

 

**Evaluation of disclosure controls andprocedures.**Wehave established disclosure controls and procedures (as defined in Exchange ActRules 13a-15 (e) and 15d-15(e)) that are designed to providereasonable assurance that information required to be disclosed in our reportsfiled under the Securities Exchange Act of 1934, such as this Annual Report on Form 10-K,is recorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms. Disclosure controls are also designed toprovide reasonable assurance that such information is accumulated andcommunicated to our management, including the principal executive officer andprincipal financial officer, as appropriate to allow timely decisions regardingrequired disclosure.

 

Based on their evaluation as of December 31,2007, our principal executive officer and principal financial officer haveconcluded that our disclosure controls and procedures are effective to providereasonable assurance that information we are required to disclose in reportsthat we file or submit under the Securities Exchange Act of 1934 is recorded,processed, summarized and reported within the time periods specified in SEC rules andforms.

 

**Limitations on the Effectiveness ofDisclosure Controls and Procedures.**Our management, including our principal executiveofficer and principal financial officer, does not expect that our disclosurecontrols and procedures will prevent all error and all fraud. A control systemcan provide only reasonable, not absolute, assurance that the objectives of thecontrol system are met. Further, the design of a control system must reflectthe fact that there are resource constraints, and the benefits of controls mustbe considered relative to their costs. Because of the inherent limitations inall control systems, no evaluation of controls can provide absolute assurancethat all control issues and instances of fraud, if any, within Caliper havebeen detected. These inherent limitations include the realities that judgmentsin decision-making can be faulty, and that breakdowns can occur because ofsimple error or mistake. Additionally, controls can be circumvented by theindividual acts of some persons, by collusion of two or more people or bymanagement override of the control. Because of the inherent limitations in acost-effective control system, misstatements due to error or fraud may occurand not be detected.

 

**Changes in internal controls.**There were no changes in our internalcontrol over financial reporting, identified in connection with the evaluationof such internal control that occurred during the fourth quarter of our lastfiscal year that have materially affected, or are reasonably likely to materiallyaffect, our internal control over financial reporting.

 

**Management’s report on internalcontrol over financial reporting.**Our management is responsible for establishing andmaintaining adequate internal control over financial reporting, as defined inExchange Act Rules 13a-15(f), and 15d-15(f) for Caliper. As part ofthat process, as of December 31, 2007, the end of the fiscal year coveredby this annual report on Form 10-K, under the supervision and with theparticipation of our management, including our principal executive officer andprincipal financial officer, we carried out an assessment of the effectivenessof Caliper’s internal control over financial reporting. The assessment wasconducted following the framework in Committee of Sponsoring Organizations ofthe Treadway Commission (COSO) Internal Control—Integrated Framework (1992).The assessment did not identify any material weaknesses in our internal controlover financial reporting and our management concluded that our internal controlover financial reporting was effective as of December 31, 2007. Theeffectiveness of our internal control over financial reporting as of December 31,2007 has been audited by Ernst & Young LLP, an independent registeredpublic accounting firm, as stated in their report which is included herein.

 

**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

The Board of Directorsand Stockholders of Caliper Life Sciences, Inc.

 

Wehave audited Caliper Life Sciences’ internal control over financial reportingas of December 31, 2007, based on criteria established in InternalControl—Integrated Framework issued by the Committee of 

 

 

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Sponsoring Organizationsof the Treadway Commission (the COSO criteria). Caliper Life Sciences’management is responsible for maintaining effective internal control overfinancial reporting, and for its assessment of the effectiveness of internalcontrol over financial reporting included in the accompanying Management’sAnnual Report on Internal Control Over Financial Reporting. Our responsibilityis to express an opinion on the company’s internal control over financialreporting based on our audit.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk, and performing such other proceduresas we considered necessary in the circumstances. We believe that our auditprovides a reasonable basis for our opinion.

 

Acompany’s internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

In ouropinion, Caliper Life Sciences maintained, in all material respects, effectiveinternal control over financial reporting as of December 31, 2007, basedon the COSO criteria**.**

 

Wealso have audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated balance sheets ofCaliper Life Sciences as of December 31, 2007 and 2006, and the relatedconsolidated statements of operations, stockholders’ equity, and cash flows foreach of the three years in the period ended December 31, 2007 of CaliperLife Sciences and our report dated March 12, 2008 expressed an unqualifiedopinion thereon.

 

/s/ Ernst & Young LLP

 

Boston, MassachusettsMarch 12, 2008

 

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Amendment No. 1 to the Form 10-Kto be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                            | **CALIPER  LIFE SCIENCES, INC.** |
|---------------------------------|---------------------------------------|
|                            | By:                                   | /s/ Thomas T.  Higgins |
|                            |                                  | Thomas T.  Higgins |
| * *                        |                                  | *Executive  Vice President and Chief Financial Officer* |
| Date: March 17,  2008 |                                  | * * |

 

 

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**EXHIBITINDEX**

 

*Exhibits:*

 
| **Exhibit  Number** | ** ** | **Description of Document**                                                                   | ** ** |
|---------------------|------------|-----------------------------------------------------------------------------------------------|------------|
| 23.2                |       | Consent of  Ernst & Young LLP, Independent Registered Public Accounting Firm.        |       |
|                |       |                                                                                          |       |
| 31.3                |       | Certification of Chief  Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)  |       |
|                |       |                                                                                          |       |
| 31.4                |       | Certification of Chief  Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a). |       |

 

 

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