SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2009
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-31617
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Delaware
(State or other jurisdiction
of incorporation)
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33-059-5156
(IRS Employer
Identification No.) |
47350 Fremont Blvd., Fremont, CA 94538
(Address of principal executive offices, including zip code)
510.226.2800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 3.02. |
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Unregistered Sale of Equity Securities. |
On December 1, 2009, Vermillion, Inc. (the “Company”) exchanged $3,000,000 face amount of its 7.00%
Convertible Senior Notes due 2011 for 175,417 shares of the Company’s common stock par value $0.001
in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
On December 3, 2009, the Company exchanged $4,100,000 face amount of its 7.00% Convertible Senior
Notes due 2011 for 246,250 shares of the Company’s common stock par value $0.001 in reliance on
Section 3(a)(9) of the Securities Act of 1933, as amended.
On December 4, 2009, the Company issued a press release announcing that on December 3, 2009, the
Company filed its First Amended Plan of Reorganization and related amended Disclosure Statement
with the United States Bankruptcy Court for the District of Delaware. A hearing to consider the
adequacy of the Disclosure Statement is presently scheduled for December 8, 2009, with the hearing
on the confirmation of the Plan scheduled for January 7, 2010. The Disclosure Statement is attached
hereto as Exhibit 99.1 and is incorporated by reference herein. The press release issued by the
Company is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit No. |
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Description. |
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99.1 |
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Disclosure Statement for Debtor’s First Amended Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code |
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99.2 |
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Press Release dated December 4, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vermillion, Inc.
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| Date: December 4, 2009 |
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/s/ Gail S. Page
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Gail S. Page |
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Executive Chair of the Board of Directors |
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