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): May 2, 2007

 

BIOVERIS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-50583

 

80-0076765

 

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

 

 

 

16020 Industrial Drive
Gaithersburg, MD

 

20877

(Address of Principal Executive Offices)

 

(Zip Code)

 

(301) 869-9800

(Registrant’s Telephone Number, Including Area Code)

 

 

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On May 2, 2007, Samuel J. Wohlstadter, the Company's Chief Executive Officer, and his wife, Nadine Wohlstadter (together the "Stockholders") entered into an Amended and Restated Stockholders Agreement (the "Amended and Restated Stockholders Agreement") with Roche Holding Ltd ("Roche"), which agreement modifies the Stockholders Agreement (the "Stockholders Agreement") among the Stockholders and Roche, dated April 4, 2007, to clarify the Stockholders' equity ownership position in the Company.

 

Reference to the Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Stockholders Agreement, a copy of which is attached hereto as Exhibit 99.1 and the terms of which are incorporated herein by reference. For a description of the Stockholders Agreement please see the Company's Form 8-K filed with the Securities and Exchange Commission on April 10, 2007.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

99.1

Amended and Restated Stockholders Agreement between Roche Holdings Ltd, Samuel J. Wohlstadter and Nadine Wohlstadter, dated as of May 2, 2007

 


 

 

SIGNATURE

 

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.

 

Dated: May 2, 2007

 

 

BIOVERIS CORPORATION

 

 

 

 

By:

/s/ George V. Migausky

 

 

Name:

George V. Migausky

 

 

Title:

Vice President of Finance

 

 

 

and Chief Financial Officer

 

 

 


 

EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

99.1

Amended and Restated Stockholders Agreement between Roche Holdings Ltd, Samuel J. Wohlstadter and Nadine Wohlstadter, dated as of May 2, 2007