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SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2009 (June 25, 2009)
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-31617
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Delaware
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33-059-5156 |
(State or other jurisdiction
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(IRS Employer |
of incorporation)
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Identification No.) |
47350 Fremont Blvd., Fremont, CA 94538
(Address of principal executive offices, including zip code)
510.226.2800
(Registrants 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)) |
Item 8.01. Other Events.
Monthly Operating Report
On June 25, 2009, Vermillion, Inc. (the Company) filed its financial statements included in the
Monthly Operating Report for the period from May 1, 2009 to May 31, 2009 (the Monthly Operating
Report) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) (Case No. 09-11091). A copy of the Monthly Operating Report is attached to this Current
Report on Form 8-K as Exhibit 99.1 and incorporated in this report by reference.
Under the Securities Exchange Act of 1934, as amended (Exchange Act), the SEC issued Exchange Act
Release No. 9660 providing guidance for Exchange Act reporting companies in bankruptcy. Consistent
with that release, in light of limitations on the Companys liquidity and personnel, the Company is
unable to continue filing periodic reports under the Exchange Act without unreasonable effort and
expense because (i) the Companys regular accounting staff has been reduced as a result of the
bankruptcy filing and (ii) the cost of having an independent registered public accounting firm
perform the requisite reviews and audits coupled with the cost of complying with the requirements
of the Sarbanes-Oxley Act of 2002 is prohibitive. As a result, during the pendency of the
Companys bankruptcy proceedings, it has adopted a modified reporting program with respect to its
reporting obligations under the federal securities laws. Accordingly, the Company files with the
SEC, under cover of current reports on Form 8-K, in lieu of filing Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, copies of the Companys monthly operating reports required to be
submitted to the Bankruptcy Court. In accordance with General Instructions B.2 and B.6 of Form
8-K, the Monthly Operating Report is, and any future such monthly operating reports will be,
furnished for informational purposes only and shall not be deemed filed for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will
such information be deemed incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended (Securities Act), except as expressly set forth by specific
reference in such a filing. The information set forth in this Current Report on Form 8-K also will
not be deemed an admission as to the materiality of any information required to be disclosed solely
to satisfy the requirements of Regulation FD.
The Company cautions investors and potential investors not to place undue reliance upon the
information contained in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Report is limited in scope, covers a limited time period and has been
prepared solely for the purpose of the Companys compliance with the monthly reporting requirements
of the Bankruptcy Court. The financial information in the Monthly Operating Report was not audited
or reviewed by independent registered accountants and is not presented in accordance with U.S.
Generally Accepted Accounting Principles (GAAP) and is in a format prescribed by applicable
bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance
that, from the perspective of an investor or potential investor in the Companys securities, the
Monthly Operating Report is complete. The Monthly Operating Report also contains information for
periods which may be shorter or otherwise different from those contained in reports required
pursuant to the Exchange Act, and such information is likely not indicative of the Companys
financial condition or operating results for the period that would be reflected in the periodic
reports pursuant to the Exchange Act. The Monthly Operating Report does not include footnotes that
would ordinarily be contained in the financial statements in the Companys quarterly and annual
reports pursuant to the Exchange Act. In addition, the income tax provision in the Monthly
Operating Report is difficult to ascertain as a result of many factors, including, among other
things, the Companys inability to predict taxable income that may be generated as a result of any
cancellation of indebtedness that might occur as a result of the bankruptcy proceeding involving
the Company. Results set forth in the Monthly Operating Report should not be viewed as indicative
of future results.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K and the exhibits hereto contain
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. These forward-looking statements may relate to, among other things,
expectations of the business environment in which
the Company operates, projections of future performance and projections of future expenses. These
forward-looking statements are based upon current managements expectations and may therefore
involve risks and uncertainties. The Companys future expenses may be affected by a wide range of
factors, including, but not limited to: anticipated expenses may significantly increase;
unanticipated or unforeseen expenses may arise; changes to FDA regulations, or any delay by or
failure of the FDA to approve any of the Companys diagnostic tests submitted to the FDA, may
result in unanticipated expenses; the overall financial situation and needs of the Company or its
research could change; and unanticipated litigation could arise and could result in increased
expenses. The Companys Chapter 11 filing may disrupt and distract the Companys management.
Moreover, the Chapter 11 filing could result in unanticipated expenses or increases to estimated
expenses, including with respect to possible financing, sale of assets, and/or a plan of
reorganization, any one or all of which could be substantial. The Companys actual results or
performance may differ materially from those suggested, expressed, or implied by forward-looking
statements due to a wide range of factors, and although the Company believes that its expectations
and beliefs are based on reasonable assumptions, it can give no assurance that its goals will be
achieved. The Company disclaims any obligation to subsequently revise or update any
forward-looking statements to reflect events or circumstances after the date of such statements or
to reflect the occurrence of anticipated or unanticipated events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. Description.
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99.1 |
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Monthly Operating Report for the Period May 1, 2009 May 31, 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: June 26, 2009 |
By: |
/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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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Monthly Operating Report for the Period May 1, 2009 May 31, 2009. |