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UNITED STATES
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 11, 2008
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-31617
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33-059-5156 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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| 47350 Fremont Blvd. |
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| Fremont, CA |
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94538 |
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (510) 226-2800
N/A
(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 (see General Instruction
A.2. below):
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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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TABLE OF CONTENTS
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| Item 1.01. |
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Entry Into a Material Definitive Agreement. |
On December 11, 2008, Vermillion, Inc. (the “Company”) and U.S. Bank National Association, as
Trustee, entered into a First Supplemental Indenture to the Indenture dated as of August 22, 2003
governing the 4.50% Convertible Senior Notes due 2008 (the “4.50% Notes”) issued by the Company to
the holders thereof. Pursuant to the First Supplemental Indenture, the maturity date of the 4.50%
Notes has been extended to September 1, 2009. Each holder’s rights to require the Company to
repurchase the 4.50% Notes at 105.00% of such holder’s outstanding principal amount upon a change
in control, as defined in the indenture governing the 4.50% Notes, and to convert the 4.50% Notes
into common stock have been extended accordingly, and the conversion rate for the 4.50% Notes has
been adjusted to 20 shares per $1,000 principal amount of 4.50% Notes, or $50.00 per share. In
addition, pursuant to the First Supplemental Indenture, the Company may redeem the outstanding
principal related to the 4.50% Notes at a redemption price of 100% on or before August 31, 2009.
The holders of the 4.50% Notes have waived any past default by the Company of its obligation to
make payment on the principal of and interest on the 4.50% Notes.
The foregoing description is qualified in its entirety by reference to the full text of the
First Supplemental Indenture, a copy of which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.
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| ITEM 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit No. |
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Description |
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| 10.1 |
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First Supplemental Indenture |