UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
CLARIENT, INC.
(Name of Subject Company (Issuer))
CRANE MERGER SUB, INC.
(Offeror)
An Indirect Wholly-Owned Subsidiary of
GENERAL ELECTRIC COMPANY
(Names of Filing Persons (Parent of Offeror))
Common Stock, Par Value $0.01 Per Share
Series A Convertible Preferred Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
Common Stock:
18048910
180 RESTR
Series A Convertible Preferred Stock:
N/A
(CUSIP Number of Class of Securities)
Keith W. Newman
General Counsel
GE Healthcare
Pollards Wood
Nightingales Lane
Chalfont St. Giles HP8 4SP England
Telephone: +44 1494 495207
(Name, address and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
David J. Zampa
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
CALCULATION OF FILING FEE
| Transaction Valuation |
Amount of Filing Fee | |
| N/A |
N/A |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable. | |
| Form or Registration No.: | Not applicable. | |
| Filing Party: | Not applicable. | |
| Date Filed: | Not applicable. |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
| Item 12. | Exhibits. |
| Exhibit |
Description of Exhibits | |
| 99.1 | Joint press release, dated October 22, 2010, of Clarient, Inc. and GE Healthcare | |
| 99.2 | GE Healthcare Newsroom Press Kit and Story posted to GE Healthcare website on October 22, 2010 | |
| 99.3 | Transcript of John Dineen audio recording distributed October 22, 2010 | |
| 99.4 | Message from John Dineen to GE Healthcare employees distributed October 22, 2010 | |
| 99.5 | Message from Pascale Witz to GE Healthcare employees distributed October 22, 2010 | |
| 99.6 | Transcript of Pascale Witz video message to GE Healthcare employees distributed October 22, 2010 | |
| 99.7 | Twitter posts made on October 22, 2010 by GE Healthcare (@GEHealthcare) | |
| 99.8 | GE Healthcare intranet webpage posted to intranet on October 22, 2010 | |