CALIPER TECHNOLOGIES CORP
424B3, 2001-01-19
LABORATORY ANALYTICAL INSTRUMENTS
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                                                Filed pursuant to Rule 424(b)(3)
                                                      Registration No. 333-45942

                                2,300,000 Shares

                         CALIPER TECHNOLOGIES CORP LOGO

                                  Common Stock

     The selling stockholders identified in this prospectus are selling
2,300,000 shares of common stock. We are not selling any shares of our common
stock under this prospectus and we will not receive any of the proceeds from the
shares of common stock sold by the selling stockholders.

     Our common stock is listed on The Nasdaq Stock Market's National Market
under the symbol "CALP." On January 18, 2001, the last reported sale price for
our common stock was $35.13 per share.

     The selling stockholders may sell the shares of common stock described in
this 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 12.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 4.

     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 IS JANUARY 19, 2001.
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                               TABLE OF CONTENTS

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Prospectus Summary..........................................    3
Risk Factors................................................    4
Special Note Regarding Forward-Looking Statements...........   10
Use of Proceeds.............................................   10
Selling Stockholders........................................   11
Plan of Distribution........................................   12
Legal Matters...............................................   12
Experts.....................................................   13
Where Can Find More Information.............................   13
Incorporation by Reference..................................   13
</TABLE>

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

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                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in, or incorporated
by reference into, this prospectus. This summary does not contain all the
information you should consider before buying shares in the offering. You should
read the entire prospectus carefully.

                                    CALIPER

     We are a leader in lab-on-a-chip technologies, which enable experiments
that ordinarily require laboratories full of equipment and people to be
conducted on a chip small enough to fit in the palm of a child's hand. Each chip
contains a network of microscopic channels through which fluids and chemicals
are manipulated in order to perform experiments. We believe our LabChip systems
have the potential to revolutionize experimentation in a wide range of
industries by enabling individuals and organizations to perform laboratory
experiments at a speed, cost and scale previously unattainable.

     We believe that we are the first company to sell and deliver lab-on-a-chip
products to customers. During 1999, we introduced our first two LabChip systems:

     - Personal Laboratory System. In collaboration with Hewlett-Packard, we
       launched the Agilent 2100 Bioanalyzer system, our first personal
       laboratory system for use by individual laboratory researchers.
       Hewlett-Packard has transferred our collaboration to its subsidiary,
       Agilent Technologies.

     - High Throughput System. High throughput systems rapidly conduct
       experiments using different chemicals in each experiment. Under our
       technology access program, we have sold and delivered initial versions of
       our high throughput systems for drug screening to Amgen, Hoffmann-La
       Roche, Eli Lilly and Millennium Pharmaceuticals.

     We develop, manufacture and sell our proprietary LabChip systems to
pharmaceutical and other companies. The pharmaceutical, agriculture, clinical
diagnostics and chemical industries rely on laboratory experimentation to obtain
important information that can be used to discover and develop new products.
These companies, however, still rely on manual, multi-step experiments that use
tools such as test tubes, beakers and large pieces of equipment that utilize
decades-old technology. These tools and processes are expensive and
labor-intensive, rendering them inadequate to handle these companies'
accelerating needs for greater research and development productivity.

     LabChip, Caliper and the LabChip logo are registered trademarks of Caliper.
We have applied for registration of the following trademarks: the Caliper logo
and LibraryCard. This prospectus also includes trademarks of companies other
than Caliper.

     Caliper was incorporated in Delaware on July 26, 1995. Our principal
offices and manufacturing facilities are located at 605 Fairchild Drive,
Mountain View, California 94043-2234, and our telephone number is (650)
623-0700. Our website is located at http://www.calipertech.com. Information
contained on our website or links contained on our website is not a part of this
prospectus.

ASSUMPTIONS USED IN THIS PROSPECTUS

     We entered into a collaboration agreement with Hewlett-Packard in May 1998
under which Hewlett-Packard agreed to manufacture, market and distribute some of
our products, as we further describe in this prospectus. In November 1999,
Hewlett-Packard transferred our collaboration to its subsidiary, Agilent
Technologies. Where we refer to Agilent in this prospectus, we are referring to
Hewlett-Packard prior to the transfer of this collaboration and Agilent
following the transfer of this collaboration.

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                                  RISK FACTORS

     You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. If any of the
following risks actually occurs, we may not be able to conduct our business as
currently planned and our financial condition and operating results could be
seriously harmed. In addition, the trading price of our common stock could
decline due to the occurrence of any of these risks, and you may lose all or
part of your investment. See "Special Note Regarding Forward-Looking
Statements."

RISKS RELATED TO OUR BUSINESS

OUR LABCHIP SYSTEMS MAY NOT ACHIEVE MARKET ACCEPTANCE, WHICH COULD CAUSE OUR
REVENUE TO DECLINE.

     Our technologies are still in the early stages of development, and our
LabChip systems incorporating these technologies have only recently been made
commercially available. If our LabChip systems do not gain market acceptance, we
will be unable to generate sales and our revenue will decline. The commercial
success of our LabChip systems will depend upon market acceptance of the merits
of our LabChip systems by pharmaceutical and biotechnology companies, academic
research centers and other companies that rely upon laboratory experimentation.
We have not yet demonstrated these benefits. Market acceptance will depend on
many factors, including:

     - our ability to demonstrate the advantages and potential economic value of
       our LabChip systems over alternative well-established technologies and
       products

     - the extent of Agilent's efforts to market the Agilent 2100 Bioanalyzer

     - our ability to market our high throughput systems through our technology
       access program

     Because the products comprising our LabChip systems have been in operation
for a limited period of time, their accuracy, reliability, ease of use and
commercial value have not been fully established. If the initial Agilent 2100
Bioanalyzer customers or our initial technology access program customers do not
approve of our initial LabChip systems because these systems fail to generate
the quantities and quality of data they expect, are too difficult or costly to
use, or are otherwise deficient, market acceptance of these LabChip systems
would suffer and further sales may be limited. We cannot assure you that these
customers' efforts to put our LabChip systems into use will continue or will be
expeditious or effective. Potential customers for our high throughput systems
may also wait for indications from our four initial technology access program
customers that our high throughput systems work effectively and generate
substantial benefits. Further, non-acceptance by the market of our initial
LabChip systems could undermine not only those systems but subsequent LabChip
systems as well.

WE EXPECT TO INCUR FUTURE OPERATING LOSSES AND MAY NOT ACHIEVE PROFITABILITY.

     We have experienced significant operating losses each year since our
inception and expect to incur substantial additional operating losses for at
least the next two years, primarily as a result of expected increases in
expenses for manufacturing capabilities, research and product development costs
and general and administrative costs. We may not achieve profitability. For
example, we experienced net losses of approximately $6.3 million in 1997, $3.0
million in 1998, $14.4 million in 1999 and $7.5 million for the nine months
ended September 30, 2000. As of September 30, 2000, we had an accumulated
deficit of approximately $42.6 million. Our losses have resulted principally
from costs incurred in research and development and from general and
administrative costs associated with our operations. These costs have exceeded
our revenue and interest income which, to date, have been generated principally
from collaborative research and development agreements, technology access fees,
cash and investment balances and, to a lesser extent, product sales and
government grants.

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OUR OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND ANY FAILURE TO MEET FINANCIAL
EXPECTATIONS MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND RESULT IN A
DECLINE IN OUR STOCK PRICE.

     Our quarterly operating results have fluctuated significantly in the past
and we expect they will fluctuate in the future as a result of many factors,
some of which are outside of our control. For example, our revenues have varied
dramatically as a result of new customers joining our technology access program
and product shipments. It is possible that in some future quarter or quarters,
our operating results will be below the expectations of securities analysts or
investors. In this event, the market price of our common stock may fall abruptly
and significantly. Because our revenue and operating results are difficult to
predict, we believe that period-to-period comparisons of our results of
operations are not a good indication of our future performance.

     If revenue declines in a quarter, whether due to a delay in recognizing
expected revenue or otherwise, our earnings will decline because many of our
expenses are relatively fixed. In particular, research and development and
general and administrative expenses and amortization of deferred stock
compensation are not affected directly by variations in revenue.

IF AGILENT DETERMINES THAT WE MAY BE VIOLATING A THIRD-PARTY PATENT, IT MAY
TERMINATE SALES OF THE AGILENT 2100 BIOANALYZER, WHICH WILL DECREASE OUR
REVENUE.

     Under our collaboration agreement with Agilent, Agilent may elect at any
time to stop developing, manufacturing or distributing any product that it
reasonably determines, on the advice of counsel, poses a substantial risk of
infringing a third-party patent. For example, if a third-party claims that we
are violating their patent, then Agilent may terminate marketing and selling of
the Agilent 2100 Bioanalyzer system, which Agilent began marketing in September
1999, which will decrease our future revenue.

OUR PRODUCTS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHICH
MAY CAUSE US TO ENGAGE IN COSTLY LITIGATION AND, IF WE ARE NOT SUCCESSFUL, COULD
ALSO CAUSE US TO PAY SUBSTANTIAL DAMAGES AND PROHIBIT US FROM SELLING OUR
PRODUCTS.

     Third parties may assert infringement or other intellectual property claims
against us, such as the Aclara litigation that was recently settled. We may have
to pay substantial damages, including treble damages, for past infringement if
it is ultimately determined that our products infringe a third party's
proprietary rights. Further, we may be prohibited from selling our products
before we obtain a license, which, if available at all, may require us to pay
substantial royalties. Even if these claims are without merit, defending a
lawsuit takes significant time, may be expensive and may divert management
attention from other business concerns. We are aware of third-party patents that
may relate to our technology or potential products. We have also been notified
that third parties have attempted to provoke an interference with one issued
U.S. patent that we have exclusively licensed to determine the priority of
inventions. Any public announcements related to litigation or interference
proceedings initiated or threatened against us could cause our stock price to
decline. We recently settled intellectual property litigation with Aclara
concerning one family of Aclara patents. However, Aclara could assert other
patent infringement claims against us in the future in alternative dispute
resolution proceedings established under our settlement agreement.

WE MAY NEED TO INITIATE LAWSUITS TO PROTECT OR ENFORCE OUR PATENTS, WHICH WOULD
BE EXPENSIVE AND, IF WE LOSE, MAY CAUSE US TO LOSE SOME OF OUR INTELLECTUAL
PROPERTY RIGHTS, WHICH WOULD REDUCE OUR ABILITY TO COMPETE IN THE MARKET.

     We rely on patents to protect a large part of our intellectual property and
our competitive position. In order to protect or enforce our patent rights, we
may initiate patent litigation against third parties, such as the patent
infringement suit against Aclara that was recently settled. These lawsuits could
be expensive, take significant time, and could divert management's attention
from other business concerns. They would put our patents at risk of being
invalidated or interpreted narrowly and our patent applications at risk of not
issuing. We may also provoke these third parties to assert claims against us.
Patent law relating to the

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scope of claims in the technology fields in which we operate is still evolving
and, consequently, patent positions in our industry are generally uncertain. We
cannot assure you that we will prevail in any of these suits or that the damages
or other remedies awarded, if any, will be commercially valuable. During the
course of these suits, there may be public announcements of the results of
hearings, motions and other interim proceedings or developments in the
litigation. If securities analysts or investors perceive any of these results to
be negative, it could cause our stock to decline.

THE RIGHTS WE RELY UPON TO PROTECT OUR INTELLECTUAL PROPERTY UNDERLYING OUR
PRODUCTS MAY NOT BE ADEQUATE, WHICH COULD ENABLE THIRD PARTIES TO USE OUR
TECHNOLOGY AND WOULD REDUCE OUR ABILITY TO COMPETE IN THE MARKET.

     In addition to patents, we rely on a combination of trade secrets,
copyright and trademark laws, nondisclosure agreements and other contractual
provisions and technical measures to protect our intellectual property rights.
Nevertheless, these measures may not be adequate to safeguard the technology
underlying our products. If they do not protect our rights, third parties could
use our technology, and our ability to compete in the market would be reduced.
In addition, employees, consultants and others who participate in the
development of our products may breach their agreements with us regarding our
intellectual property, and we may not have adequate remedies for the breach. We
also may not be able to effectively protect our intellectual property rights in
some foreign countries. For a variety of reasons, we may decide not to file for
patent, copyright or trademark protection outside of the United States. We also
realize that our trade secrets may become known through other means not
currently foreseen by us. Notwithstanding our efforts to protect our
intellectual property, our competitors may independently develop similar or
alternative technologies or products that are equal or superior to our
technology and products without infringing on any of our intellectual property
rights or design around our proprietary technologies.

IF WE DO NOT SUCCESSFULLY INTRODUCE NEW PRODUCTS AND EXPAND THE RANGE OF
APPLICATIONS FOR OUR LABCHIP SYSTEMS, WE MAY EXPERIENCE A DECLINE IN REVENUE OR
SLOW REVENUE GROWTH AND MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY.

     We intend to develop LabChip systems with increasingly high throughput
capabilities and develop a broad range of applications for our LabChip
technology. If we are unable to do so, our LabChip systems may not become widely
used and we may experience a decline in revenue or slow revenue growth and may
not achieve or maintain profitability.

     In order for our high throughput systems to achieve the levels of
throughput necessary to meet customers' demands, we need to develop and
manufacture Sipper chips with more than four capillaries. Our current high
throughput systems operate with Sipper chips with one and four capillaries,
small glass tubes used to draw compounds into the chip. In order to achieve the
levels of throughput that our customers desire, we may need to develop a LabChip
system accommodating more than four capillaries, which we may not be able to do.
If we cannot cost-effectively deliver chips with more than four capillaries, we
may not be able to attract new customers to purchase our high throughput
systems, which would seriously harm our future prospects. Further, our existing
technology access program customers may decide not to renew their annual access
subscriptions, which would seriously reduce our revenue.

     We must develop new applications for existing LabChip instruments, which we
may not be able to do. The Agilent 2100 Bioanalyzer uses LabChip kits that we
specifically design for each application. We currently have LabChip kits
commercially available for only five applications relating to DNA, RNA and
protein sizing and quantification. DNA and RNA are commonly used acronyms for
chemicals that contain, or transmit, genetic information in living things. We
currently are developing LabChip kits for other applications. If we are unable
to develop LabChip kits for specific applications required by potential
customers, those customers may not purchase the Agilent 2100 Bioanalyzer.

     We must also continue to develop applications for our high throughput
systems. If we are not able to complete the development of these applications,
or if we experience difficulties or delays, we may lose our current technology
access program customers and may not be able to obtain new customers.

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WE RELY HEAVILY ON AGILENT TO MANUFACTURE, MARKET AND DISTRIBUTE THE AGILENT
2100 BIOANALYZER. IF AGILENT FAILS TO PERFORM UNDER OUR AGREEMENT OR
SUCCESSFULLY COMMERCIALIZE OUR COLLABORATIVE PRODUCTS, OUR REVENUE FROM THE
AGILENT 2100 BIOANALYZER MAY NOT BE MATERIAL AND WE MAY LOSE THE DEVELOPMENT
FUNDING WE CURRENTLY RECEIVE FROM AGILENT.

     Agilent manufactures, markets and distributes the Agilent 2100 Bioanalyzer
under an agreement we entered into in May 1998. We also rely on Agilent for
significant financial and technical contributions in the development of products
covered by the agreement. Our ability to develop, manufacture and market these
products successfully depends significantly on Agilent's performance under this
agreement. Sales of new and innovative instrumentation such as the Agilent 2100
Bioanalyzer involve a long sales cycle, requiring customer training and
demonstration periods. As a result, to date Agilent has sold a modest number of
Agilent 2100 Bioanalyzers, but it is too early for us to predict peak market
acceptance of this technology. If Agilent experiences manufacturing or
distribution difficulties, does not actively market the Agilent 2100
Bioanalyzer, or does not otherwise perform under this agreement, our revenue
from the Agilent 2100 Bioanalyzer may not be material. In addition, Agilent may
terminate the agreement at their discretion at any time after May 2001. If
Agilent terminates this agreement, we would need to obtain development funding
from other sources, and we may be required to find one or more other
collaborators for the development and commercialization of our products. Our
inability to enter into agreements with commercialization partners or develop
our own marketing, sales, and distribution capabilities would increase costs and
impede the commercialization of our products.

AGILENT MAY COMPETE WITH US IF OUR COLLABORATION TERMINATES AFTER MAY 2003,
WHICH COULD REDUCE THE POTENTIAL REVENUE FROM OUR INDEPENDENT PRODUCT SALES.

     Under the terms of our agreement with Agilent, if they, or we, terminate
our agreement after May 2003, we will grant to Agilent a non-exclusive license
to our LabChip technologies as then developed for use in the research products
field. Consequently, there is the possibility that we may experience competition
from Agilent after May 2003, which would reduce our ability to sell products
independently or through other commercial partners.

WE HAVE LIMITED EXPERIENCE IN MANUFACTURING OUR PRODUCTS AND MAY ENCOUNTER
MANUFACTURING PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOST REVENUE.

     Although Agilent manufactures the Agilent 2100 Bioanalyzer, we manufacture
the chips used in this instrument and also currently manufacture instruments and
Sipper chips for our high throughput systems. We currently have limited
manufacturing capacity for our LabChip system products and experience
variability in manufacturing yields for chips. If we fail to deliver chips and
high throughput screening products in a timely manner, our relationships with
our customers could be seriously harmed, and revenue would decline. We currently
have one manufacturing location in Mountain View, California. The actual number
of chips we are able to sell or use depends in part upon the manufacturing
yields for these chips. We have only recently begun to manufacture significant
numbers of Sipper chips and are continuing to develop our manufacturing
procedures for these chips. In order to offer Sipper chips with more than four
capillaries for high throughput applications, we will need to continue to
achieve consistently high yields in this process. We cannot assure you that
manufacturing or quality problems will not arise as we attempt to scale-up our
production of chips or that we can scale-up manufacturing in a timely manner or
at commercially reasonable costs. If we are unable to consistently manufacture
Sipper chips or chips for the Agilent 2100 Bioanalyzer on a timely basis because
of these or other factors, our product sales will decline. We are currently
manufacturing high throughput instruments in-house and in limited volumes. If
demand for our high throughput instruments increases, we will either need to
expand our in-house manufacturing capabilities or outsource to Agilent or other
manufacturers.

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IF A NATURAL DISASTER STRIKES OUR MANUFACTURING FACILITY WE WOULD BE UNABLE TO
MANUFACTURE OUR PRODUCTS FOR A SUBSTANTIAL AMOUNT OF TIME AND WE WOULD
EXPERIENCE LOST REVENUE.

     We rely on a single manufacturing location to produce our chips and high
throughput systems, and have no alternative facilities. The facility and some
pieces of manufacturing equipment are difficult to replace and could require
substantial replacement lead-time. Our manufacturing facility may be affected by
natural disasters such as earthquakes and floods. Earthquakes are of particular
significance since the manufacturing facility is located in Mountain View,
California, an earthquake-prone area. In the event our existing manufacturing
facility or equipment is affected by man-made or natural disasters, we would be
unable to manufacture products for sale, meet customer demands or sales
projections. If our manufacturing operations were curtailed or ceased, it would
seriously harm our business.

BECAUSE A SMALL NUMBER OF CUSTOMERS AND AGILENT HAVE ACCOUNTED FOR, AND ARE
LIKELY TO CONTINUE TO ACCOUNT FOR, A SUBSTANTIAL PORTION OF OUR REVENUE, OUR
REVENUE COULD DECLINE DUE TO THE LOSS OF ONE OF THESE CUSTOMERS OR THE
TERMINATION OF OUR AGREEMENT WITH AGILENT.

     Historically we have had very few customers and one commercial partner,
Agilent, from which we have derived the majority of our revenue and, if we were
to lose any one of these, our revenue would decrease substantially. Agilent and
three customers accounted for 96% of total revenue for the three months ended
September 30, 2000. Agilent and four customers accounted for 95% of total
revenue for the nine months ended September 30, 2000. Agilent and four customers
accounted for 88% of total revenue in 1999, and Agilent and two customers
accounted for 97% of total revenue in 1998. We and Agilent introduced the
Agilent 2100 Bioanalyzer system in September 1999 and have not yet derived
significant revenue from the sale of this product on a commercial scale.
Although we anticipate that the introduction of the Agilent 2100 Bioanalyzer
system will expand our revenue base, we expect that we will continue to rely on
our large customers and on Agilent for the majority of our revenue.

FAILURE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE SIGNIFICANT CAPITAL
NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS COULD REDUCE OUR
ABILITY TO COMPETE AND RESULT IN LOWER REVENUE.

     We anticipate that our existing capital resources will enable us to
maintain currently planned operations at least into the year 2002. However, we
premise this expectation on our current operating plan, which may change as a
result of many factors. Consequently, we may need additional funding sooner than
anticipated. Our inability to raise capital would seriously harm our business
and product development efforts. In addition, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe
we have sufficient funds for our current or future operating plans. To the
extent that additional capital is raised through the sale of equity or
convertible debt securities, the issuance of these securities could result in
dilution to our stockholders.

     We currently have no credit facility or committed sources of capital other
than an equipment lease line with $4.5 million unused and available as of
September 30, 2000. To the extent operating and capital resources are
insufficient to meet future requirements, we will have to raise additional funds
to continue the development and commercialization of our technologies. These
funds may not be available on favorable terms, or at all. If adequate funds are
not available on attractive terms, we may be required to curtail operations
significantly or to obtain funds by entering into financing, supply or
collaboration agreements on unattractive terms.

WE DEPEND ON OUR KEY PERSONNEL, THE LOSS OF WHOM WOULD IMPAIR OUR ABILITY TO
COMPETE.

     We are highly dependent on the principal members of our management and
scientific staff. The loss of services of any of these persons could seriously
harm our product development and commercialization efforts. In addition,
research, product development and commercialization will require additional
skilled personnel in areas such as chemistry and biology, software engineering
and electronic engineering. Our business is located in Silicon Valley,
California, where demand for personnel with these skills is extremely high and
is likely to remain high. As a result, competition for and retention of
personnel, particularly for

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employees with technical expertise, is intense and the turnover rate for these
people is high. If we are unable to hire, train and retain a sufficient number
of qualified employees, our ability to conduct and expand our business could be
seriously reduced. The inability to retain and hire qualified personnel could
also hinder the planned expansion of our business.

POTENTIAL ACQUISITIONS MAY HAVE UNEXPECTED CONSEQUENCES OR IMPOSE ADDITIONAL
COSTS ON US.

     Our business is dependent upon growth in the market for microfluidic
products and our ability to enhance our existing products and introduce new
products on a timely basis. One of the ways we may address the need to develop
new products is through acquisitions of complementary businesses and
technologies. From time to time, we may consider and evaluate potential
acquisitions or business combinations, which may include a possible merger or
consolidation of our business with another entity. We may engage in discussions
relating to these types of transactions in the future. Acquisitions involve
numerous risks, including the following:

     - difficulties in integration of the operations, technologies, and products
       of the acquired companies

     - the risk of diverting management's attention from normal daily operations
       of the business

     - accounting consequences, including charges for in-process research and
       development expenses, resulting in variability in our quarterly earnings

     - potential difficulties in completing projects associated with purchased
       in-process research and development

     - risks of entering markets in which we have no or limited direct prior
       experience and where competitors in such markets have stronger market
       positions

     - the potential loss of key employees of the acquired company

     - the assumption of unforeseen liabilities of the acquired company

     We cannot assure you that future acquisitions or business combinations in
which we are involved, if any, will be successful and will not adversely affect
our financial condition or results of operations. Failure to manage growth
effectively and successfully integrate acquisitions we make could harm our
business and operating results.

RISKS RELATED TO OWNING OUR COMMON STOCK

OUR STOCK PRICE IS EXTREMELY VOLATILE, AND YOU COULD LOSE A SUBSTANTIAL PORTION
OF YOUR INVESTMENT.

     Our stock has been trading on the Nasdaq National Market only since
mid-December 1999. We initially offered our common stock to the public at $16.00
per share. Since then our stock price has been extremely volatile and has
ranged, through January 11, 2001, from a high of approximately $202.00 per share
to a low of $22.50 per share. Our stock price may drop substantially following
an investment in our common stock. We expect that our stock price will remain
volatile as a result of a number of factors, including:

     - announcements by analysts regarding their assessment of Caliper and its
       prospects

     - announcements of our financial results, particularly if they differ from
       investors' expectations

     - general market volatility for technology stocks

CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING EXECUTIVE OFFICERS, DIRECTORS AND
PRINCIPAL STOCKHOLDERS MAY PREVENT NEW INVESTORS FROM INFLUENCING SIGNIFICANT
CORPORATE DECISIONS.

     As of September 30, 2000, our directors, entities affiliated with our
directors, our executive officers and principal stockholders beneficially own,
in the aggregate approximately 29.0% of our outstanding common stock. These
stockholders as a group are able to substantially influence the management and

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affairs of Caliper and, if acting together, would be able to influence most
matters requiring the approval by our stockholders, including the election of
directors, any merger, consolidation or sale of all or substantially all of our
assets and any other significant corporate transaction. The concentration of
ownership may also delay or prevent a change of control of Caliper at a premium
price if these stockholders oppose it.

PROVISIONS OF OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER,
WHICH COULD LIMIT THE PRICE INVESTORS MIGHT BE WILLING TO PAY IN THE FUTURE FOR
OUR COMMON STOCK.

     Provisions in our certificate of incorporation and bylaws may have the
effect of delaying or preventing an acquisition, merger in which we are not the
surviving company or changes in our management. In addition, because we are
incorporated in Delaware, we are governed by the provisions of Section 203 of
the Delaware General Corporation Law. These provisions may prohibit large
stockholders, in particular those owning 15% or more of the outstanding voting
stock, from consummating a merger or combination including us. These provisions
could limit the price that investors might be willing to pay in the future for
our common stock.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. We have attempted
to identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "should" or "will" or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors," that may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by these
forward-looking statements.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results, unless required by law.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of common stock by the
selling stockholders.

                                       10
<PAGE>   11

                              SELLING STOCKHOLDERS

     The following table presents information regarding the beneficial ownership
of our common stock as of August 31, 2000 by each selling stockholder.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes sole or shared voting or
investment power with respect to shares shown as beneficially owned. Percentage
of ownership is based on 23,537,704 shares of common stock outstanding on August
31, 2000.

<TABLE>
<CAPTION>
                                                                                                      SHARES BENEFICIALLY
                                                           SHARES BENEFICIALLY                               OWNED
                                                                  OWNED                                SUBSEQUENT TO THE
                                                          PRIOR TO THE OFFERING     SHARES OFFERED          OFFERING
                                                          ----------------------       BY THIS        --------------------
              NAME OF SELLING STOCKHOLDER                   SHARES      PERCENT       PROSPECTUS       SHARES      PERCENT
              ---------------------------                 ----------    --------    --------------    ---------    -------
<S>                                                       <C>           <C>         <C>               <C>          <C>
Caduceus Capital Trust..................................    135,000          *           35,000         100,000        *
Caduceus Capital II, L.P................................     93,500          *           48,500          45,000        *
PW Eucalyptus Fund, LLC.................................    225,000          *           75,000         150,000        *
PW Eucalyptus Fund, Ltd.................................     12,500          *            5,000           7,500        *
Finsbury Worldwide Pharmaceutical Trust.................    100,000          *           36,500          63,500        *
Eaton Vance Worldwide Health Sciences Portfolio.........    500,000        2.1%         200,000         300,000      1.3%
DWS Investment..........................................    350,000        1.5          250,000         100,000        *
Alliance Select Investors Series -- Biotechnology
  Portfolio.............................................    200,000          *          200,000              --        *
Berger Small Company Growth Fund........................    150,000          *          150,000              --        *
Berger IPT -- Small Company Growth Fund.................        500          *              500              --        *
Berger New Generation Fund..............................    154,400          *           37,250         117,150        *
Berger IPT -- New Generation Fund.......................        660          *              250             410        *
Berger Mid Cap Growth Fund..............................     12,000          *           12,000              --        *
SMALLCAP World Fund, Inc................................    460,000        2.0          200,000         260,000      1.1
The Kaufmann Fund.......................................    200,000          *          200,000              --        *
Lone Balsam, L.P........................................     15,800          *           15,800              --        *
Lone Sequoia, L.P. .....................................     13,200          *           13,200              --        *
Lone Spruce, L.P........................................      7,200          *            7,200              --        *
Lone Cypress, Ltd. .....................................    163,800          *          163,800              --        *
Baystar International, LTD. ............................     37,500          *           37,500              --        *
Baystar Capital, L.P....................................     87,500          *           87,500              --        *
UBS O'Connor LLC f/b/o UBS Global Equity Arbitrage
  Master Limited........................................    180,000          *          100,000          80,000        *
Galleon Healthcare Offshore, Ltd........................     42,500          *           42,500              --        *
Galleon Healthcare Partners, L.P........................     42,500          *           42,500              --        *
Phoenix -- Engemann Small & Mid-Cap Growth Fund.........     85,780          *           45,780          40,000        *
Phoenix -- Engemann Small Cap Fund......................     70,000          *           39,000          31,000        *
The Phoenix Edge Series Fund:
  Phoenix -- Engemann Small & Mid-Cap Growth Series.....        220          *              220              --        *
S.A.C. Capital Associates, LLC..........................     45,000          *           45,000              --        *
S.A.C. Healthco Fund, LLC...............................     30,000          *           30,000              --        *
Clariden Bank as Custodian for the Clariden
  Biotechnology Equity Fund.............................     40,000          *           40,000              --        *
3i Bioscience Investment Trust PLC......................     30,000          *           30,000              --        *
United Capital Management, Inc..........................     30,000          *           30,000              --        *
Investment 10 LLC.......................................      1,600          *            1,600              --        *
Biotechnology Value Fund II, L.P........................      8,000          *            8,000              --        *
Biotechnology Value Fund, L.P. .........................     10,400          *           10,400              --        *
KBC Bank................................................     20,665          *           20,000             665        *
Narragansett I, LP......................................      8,600          *            8,600              --        *
Narragansett Offshore Ltd...............................     11,400          *           11,400              --        *
The Aries Master Fund II................................     44,362          *           11,673          32,689        *
Aries Domestic Fund, L.P................................     23,762          *            6,347          17,415        *
Aries Domestic Fund II, L.P. ...........................      6,876          *            1,980           4,896        *
                                                          ---------       ----        ---------       ---------      ---
        Total...........................................  3,650,225       15.5%       2,300,000       1,350,225      5.7%
                                                          =========       ====        =========       =========      ===
</TABLE>

-------------------------
* Represents less than one percent.

                                       11
<PAGE>   12

                              PLAN OF DISTRIBUTION

     The shares of common stock offered by the selling stockholders may be sold
from time to time to purchasers directly by any of the selling stockholders
acting as principal for its own account in one or more transactions at a fixed
price, which may be changed, or at varying prices determined at the time of sale
or at negotiated prices. Alternatively, any of the selling stockholders may from
time to time offer the common stock through underwriters, dealers or agents who
may receive compensation in the form of underwriting discounts, commissions or
concessions from the selling stockholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on the Nasdaq National Market or
in private transactions. In addition to sales of common stock pursuant to the
registration statement of which this prospectus is a part, the selling
stockholders may sell such common stock in compliance with Rule 144 promulgated
under the Securities Act of 1933.

     We are registering the shares of common stock on behalf of the selling
stockholders. From time to time one or more of the selling stockholders may
transfer, pledge, donate or assign such selling stockholders' shares of common
stock to lenders or others and each of such persons will be deemed to be a
"selling stockholder" for purposes of this prospectus. Some of the selling
stockholders may distribute their shares, from time to time, to their limited
and/or general partners or members, who may sell shares pursuant to this
prospectus. Each selling stockholder may also transfer shares owned by him by
gift, and upon any such transfer the donee would have the same right of sale as
the selling stockholder. The number of selling stockholders' shares of common
stock beneficially owned by those selling stockholders who so transfer, pledge,
donate or assign shares of common stock will decrease as and when they take such
actions. The plan of distribution for selling stockholders' shares of common
stock sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
under this prospectus.

     To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the shares of common stock may
not be offered or sold unless they have been registered or qualified for sale or
an exemption is available and complied with.

     The selling stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the common stock offered hereby may be
deemed to be underwriters within the meaning of the Securities Act of 1933, and
any discounts, commissions or concessions received by them and any profit on the
resale of the common stock purchased by them might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.

     Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock may not simultaneously engage in market-making
activities with respect to the common stock for five business days prior to the
start of the distribution. In addition, each selling stockholder and any other
person participating in a distribution will be subject to the Securities
Exchange Act of 1934 which may limit the timing of purchases and sales of common
stock by the selling stockholders or any such other person. These factors may
affect the marketability of the common stock and the ability of brokers or
dealers to engage in market-making activities.

     We will pay substantially all of the expenses incident to the offering and
sale of the common stock to the public, other than commissions, concessions and
discounts of underwriters, dealers or agents. Such expenses, excluding such
commissions and discounts, are estimated to be $200,000. The stock purchase
agreement that the selling stockholders have entered into with us provide for
cross-indemnification of the selling stockholders the extent permitted by law,
for losses, claims, damages, liabilities and expenses arising, under certain
circumstances, out of any registration of the common stock.

                                 LEGAL MATTERS

     The validity of the common stock offered by this prospectus has been passed
upon by Cooley Godward LLP, Palo Alto, California. As of the date of this
prospectus, partners and associates of Cooley
                                       12
<PAGE>   13

Godward LLP own an aggregate of approximately 92 shares of common stock through
an investment partnership and attorneys own approximately 2,000 shares of common
stock directly.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 1999 as set forth in their report which is incorporated by
reference in this prospectus and elsewhere in the registration statement.

     Our financial statements are incorporated by reference in reliance on Ernst
& Young LLP's report, given on their authority as experts in accounting and
auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC's public reference
rooms in Washington, DC, New York, NY and Chicago, IL. You can request copies of
these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. Our SEC filings are also available at the SEC's
web site at "http://www.sec.gov." In addition, you can read and copy our SEC
filings at the office of the National Association of Securities Dealers, Inc. at
1735 "K" Street, Washington, DC 20006.

                           INCORPORATION BY REFERENCE

     The SEC permits us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in those documents is considered part of this prospectus. Information
that we file with the SEC after the effective date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or
until we terminate the effectiveness of this registration statement.

     The following documents filed with the SEC are incorporated by reference in
this prospectus:

          1. Our Annual Report on Form 10-K for the year ended December 31,
     1999, filed on March 24, 2000.

          2. Our Notice of Annual Meeting and Definitive Proxy Statement for the
     2000 Annual Meeting of Stockholders, filed on April 26, 2000.

          3. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
     2000, filed on May 15, 2000.

          4. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
     2000, filed on August 11, 2000.

          5. Our Current Report on Form 8-K, filed on August 31, 2000.

          6. Our Quarterly Report on Form 10-Q for the quarter ended September
     30, 2000, filed on November 14, 2000.

          7. Our Current Report on Form 8-K, filed on January 10, 2001.

          8. The description of our common stock contained in our Registration
     Statement on Form 8-A (No. 000-28229), filed on November 22, 1999,
     including any amendments or reports filed for the purpose of updating such
     description.

                                       13
<PAGE>   14

     We will furnish without charge to you, upon written or oral request, a copy
of any or all of the documents incorporated by reference. You should direct any
requests for documents to:

                           CALIPER TECHNOLOGIES CORP.
                              605 Fairchild Drive
                          Mountain View, CA 94043-2234
                             Phone: (650) 623-0700
                            Attn: Investor Relations

This prospectus is part of a Registration Statement we filed with the SEC. You
should rely only on the information incorporated by reference or provided in
this prospectus and the Registration Statement.

                                       14


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