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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-45942
PROSPECTUS SUPPLEMENT
NO. 2
(TO PROSPECTUS DATED SEPTEMBER 26, 2000)
CALIPER TECHNOLOGIES CORP.
2,300,000 SHARES
COMMON STOCK
The selling stockholders identified in the prospectus referred to above, to
which this prospectus supplement forms a part, are selling 2,300,000 shares of
common stock. We are not selling any shares of our common stock under this
prospectus or prospectus supplement and we will not receive any of the proceeds
from the shares of common stock sold by the selling stockholders. We are
providing this prospectus supplement to update the information contained in the
prospectus referred to above as a result of recent developments in litigation in
which we are involved. This prospectus supplement should be read in connection
with the related prospectus.
Our common stock is listed on The Nasdaq Stock Market's National Market
under the symbol "CALP." On January 5, 2001, the last reported sale price for
our common stock was $30.56 per share.
The selling stockholders may sell the shares of common stock described in
the prospectus in a number of different ways and at varying prices. We provide
more information about how the selling stockholders may sell their shares in the
section entitled "Plan of Distribution" on page 60 of the prospectus.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 7
OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is January 7, 2001.
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NO DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CALIPER.
THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY OTHER THAN THE NOTES OR
CONVERSION SHARES OFFERED BY THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
NOTES OR CONVERSION SHARES TO ANYONE IN ANY JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS NOR ANY SALE MADE UNDER
THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CALIPER SINCE THE
DATE OF THIS PROSPECTUS SUPPLEMENT OR IMPLY THAT INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
LITIGATION SETTLEMENT
On January 4, 2001, we entered into a comprehensive settlement with Aclara
Biosciences Inc. settling all pending lawsuits between the companies, which are
Caliper's trade secret misappropriation action against Aclara, Caliper's patent
infringement action against Aclara and Aclara's patent infringement action
against Caliper. The parties agreed to dismiss all of the claims in these suits
and to execute a general release of claims. The settlement provides for each
company to grant the other a non-exclusive license under the patents that are
the subject of the lawsuits and other related patents. The settlement also
obligates Aclara to make payments to Caliper, including at least $37.5 million
of value comprised of Aclara common stock, cash and minimum royalties over the
next three years, as well as royalties on the sale of licensed products by
Aclara and its commercial partners. These licenses and the attendant payment
obligations will continue until the last licensed patent expires. The licenses
may be terminated by mutual agreement or for material breach by the licensed
party after an opportunity to cure. The settlement also provides for a mandatory
alternative dispute resolution procedure for addressing any future patent
disputes between the parties.
The parties agreed to execute definitive agreements to effect the terms of
the settlement. However, the settlement is binding as of January 4, 2001 and any
future disagreements regarding the wording of the definitive agreements will be
resolved by the United States District Court for the Northern District of
California.
S-2.
