UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~January~~February 2428, 2011

GENOPTIX, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33753

33-0840570

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1811 Aston Avenue

Carlsbad, CA 92008

(Address of principal executive offices, including zip code)

(760) 268-6200

Registrant’s telephone number, including area code

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):

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

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

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

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

Item 15.01., ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive~~Registrant ~~Agreement.~~

~~Agreement~~As previously disclosed, on January 24, 2011, Genoptix, Inc., a Delaware corporation (“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Novartis Finance Corporation, a New York corporation (“Parent”), and GO Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the terms and conditions of the Merger Agreement and the Offer to Purchase filed by Purchaser, Parent and Novartis AG on January 28, 2011 (the “Offer to Purchase”), Parent and Purchaser commenced a cash tender offer (the “Offer”) on January 28, 2011 to acquire all of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”) at a price of $25.00 per share (the “Offer Price”) in cash, without interest and less any required withholding taxes.

On ~~January~~February 2428, 2011, ~~Genoptix,~~the ~~Inc.,~~successful acompletion ~~Delaware corporation (“Genoptix”), entered into an Agreement and Plan~~ of ~~Merger (~~the ~~“Merger Agreement”) with~~initial ~~Novartis~~offering ~~Finance~~period ~~Corporation,~~of athe ~~New~~Offer ~~York~~was ~~corporation~~announced. ~~(“Parent”),~~According ~~and~~to GOJPMorgan ~~Merger~~Chase ~~Sub~~Bank, ~~Inc~~N.A., ~~a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which, and on~~ the ~~terms~~depositary ~~and~~for ~~subject to~~ the ~~conditions~~Offer ~~thereof, among other things, Purchaser will commence a cash tender offer~~ (the “~~Offer~~Depositary”), toas ~~acquire all~~ of the ~~issued~~expiration ~~and outstanding shares~~ of ~~common~~the ~~stock~~initial ofoffering ~~Genoptix~~period, ~~par value $0.001 per share (the “Shares”) at~~ a ~~price~~total of ~~$25.00 per share (the “Offer Price”)~~14,121,547 ~~net~~Shares towere ~~the~~validly ~~selling~~tendered and ~~stockholder~~not inproperly ~~cash~~withdrawn, ~~without~~representing ~~interest~~approximately ~~and less any required withholding taxes~~79.81% ~~Following the completion~~ of the ~~tender~~Shares ~~offer~~outstanding. ~~and~~The ~~subject~~Purchaser toaccepted ~~the~~for ~~satisfaction~~payment orall ~~waiver~~ of ~~certain~~such ~~conditions~~Shares. ~~set~~The ~~forth~~aggregate inpurchase ~~the~~price ~~Merger~~paid ~~Agreement, including, if required, receipt of approval~~ by ~~Genoptix’ stockholders,~~ Purchaser ~~will~~for ~~merge~~such ~~with~~Shares ~~and~~was ~~into Genoptix,~~approximately ~~with~~$353 ~~Genoptix surviving as a whole-owned subsidiary of Parent (the “Merger”)~~million. AtIn addition, ~~the~~according ~~effective~~to ~~time of~~ the ~~Merger (the “Effective Time”)~~Depositary, ~~the~~it ~~Shares~~received ~~not~~commitments ~~purchased pursuant~~ to ~~the~~tender ~~Offer (other than shares held by Genoptix~~2, ~~Parent~~306,873 ~~Purchaser,~~additional ~~any~~Shares ~~other subsidiary of Novartis AG or by stockholders of Genoptix who have perfected their statutory rights of appraisal~~ under ~~Delaware law) will be converted into~~ the ~~right~~guaranteed todelivery ~~receive~~procedures andescribed ~~amount~~ in ~~cash,~~ ~~equal to~~ the Offer ~~Price~~to Purchase, ~~without~~representing ~~interest~~approximately ~~and less any required withholding taxes~~13.04% Inof ~~addition,~~the ~~all~~Shares outstanding. ~~options~~The Purchaser tohas ~~purchase~~advised ~~Shares (~~the ~~“Options”)~~Company ~~will~~that beParent ~~fully~~provided ~~vested~~Purchaser ~~immediately~~with ~~prior to~~ the ~~Effective~~necessary ~~Time and~~funds ~~will~~to beacquire ~~cancelled at~~ the ~~Effective~~Shares ~~Time~~from inavailable ~~exchange~~cash. ~~for~~As ~~the~~a ~~right~~result toof ~~receive~~ the ~~excess,~~completion ~~if any,~~ of the ~~Offer~~initial ~~Price~~offering ~~over~~period ~~the exercise price~~ of ~~such Option immediately prior to~~ the ~~Effective~~Offer, ~~Time~~a ~~multiplied~~change byin ~~the~~control ~~number~~ of ~~Shares subject to~~ the Company ~~Option~~occurred ~~immediately prior to the Effective Time. All restricted shares~~ and ~~restricted stock units outstanding at~~ the ~~Effective~~Company ~~Time~~has ~~will~~become bean ~~converted~~indirect ~~into~~subsidiary ~~restricted shares or restricted stock units, respectively, with respect to a number~~ of ~~shares of common stock of~~ Novartis AG ~~determined by multiplying the number of shares subject to such award immediately prior to the Effective Time by the exchange ratio described in the Merger Agreement~~.

~~Purchaser’s~~On ~~obligation to accept for payment and pay for Shares tendered in the Offer is subject to certain conditions~~February 28, ~~including~~2011, ~~among~~ ~~other~~Purchaser ~~things,~~commenced ~~(i) that~~a subsequent ~~sufficient~~offering ~~Shares~~period ~~have been validly tendered (and not properly withdrawn) in accordance with the terms~~ of the Offer ~~that~~for ~~when~~all ~~added~~remaining tountendered Shares. ~~beneficially~~The ~~owned~~subsequent byoffering ~~Parent~~period ~~or Purchaser~~ will ~~represent~~expire at ~~least~~12:00 ~~a majority~~midnight of(New ~~the~~York ~~outstanding~~City ~~Shares~~time) on aMarch 4, ~~fully~~2011 ~~diluted basis~~ (~~including~~which ~~Shares~~is ~~issuable~~the ~~upon~~end ~~exercise, conversion or exchange~~ of ~~any~~day ~~options,~~on ~~warrants~~March 4, ~~convertible notes~~2011), ~~stock~~unless ~~appreciation~~extended. Any ~~rights,~~Shares ~~restricted~~properly ~~stock~~tendered ~~units~~during orthe ~~other~~subsequent ~~rights~~offering toperiod ~~acquire Shares~~will ~~(other~~be ~~than~~immediately ~~options~~accepted ~~that~~for ~~have~~payment, aand ~~per~~tendering ~~share~~stockholders ~~exercise~~will ~~price~~be ~~that~~paid is$25.00 ~~greater~~per ~~than~~Share ~~the~~in ~~Offer~~cash, ~~Price) and~~ without ~~regard~~interest toand ~~whether~~less ~~the~~any ~~securities~~required ~~are~~withholding ~~then vested) (the “Minimum Condition”)~~taxes, ~~(ii) the~~which ~~expiration~~is orthe ~~termination~~same ofamount ~~any~~per ~~applicable~~Share ~~waiting~~that ~~period~~was ~~under~~paid ~~any~~in ~~applicable antitrust law, including~~ the ~~Hart-Scott-Rodino~~initial ~~Antitrust~~offering ~~Improvements~~period. ~~Act~~Shares oftendered ~~1976,~~during ~~as amended, and~~ the ~~receipt~~subsequent ofoffering ~~any~~period ~~other~~may ~~required~~not ~~consents~~be orwithdrawn. ~~approvals~~In ofaddition, ~~any~~no ~~governmental authority~~Shares ofvalidly ~~competent~~tendered ~~jurisdiction~~during ~~under antitrust laws, and (iii) that~~ the ~~other~~initial ~~conditions~~offering ~~set~~period ~~forth~~may inbe ~~Annex~~withdrawn Iduring to the subsequent ~~Merger~~offering ~~Agreement have been satisfied or waived~~period.

Pursuant to the Merger Agreement, Genoptix granted to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase from Genoptix, at a price per Share equal to the Offer Price, the number of newly-issued Shares equal to up to the lesser of (i)Item ~~the number of Shares which~~5.02, ~~when~~Departure ~~added to the number~~ of ~~Shares~~Directors owned by Parent and Purchaser at such time, constitutes at least one Share more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option on a fully diluted basis or ~~(ii) the~~Principal ~~aggregate~~Officers; ~~number~~Election of ~~Shares~~Directors; ~~that~~Appointment ~~Genoptix is authorized to issue under its certificate~~ of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued) at the time of exercise of the Top-Up Option; provided, however, that the Top-Up Option will not be exercisablePrincipal ~~unless~~Officers (a) immediately after such exercise and the issuance of Shares, Purchaser and Parent would hold one Share more than 90% of the then outstanding Shares and (b) the Minimum Condition has been satisfied.

IfOn ~~immediately~~February 28, ~~following~~2011, ~~the~~in ~~successful~~connection ~~consummation~~with of the ~~Offer,~~completion ~~Purchaser~~of ~~and~~the ~~Parent~~initial ~~hold~~offering atperiod ~~least 90%~~ of the ~~then-outstanding~~Offer ~~Shares~~and inpursuant to the ~~Offer,~~terms of the Merger ~~will~~Agreement, ~~be consummated pursuant to~~ the ~~short-form~~following ~~merger~~directors ~~procedures~~of ~~under~~ the ~~Delaware~~Company ~~General~~resigned: ~~Corporation~~Michael ~~Law~~A. ~~without~~Henos, aLaurence ~~vote~~R. orMcCarthy, ~~any~~Ph.D., ~~further~~Tina ~~action~~S. byNova, ~~the~~Ph.D., ~~holders~~Andrew ~~of Shares~~E. IfSenyei, ~~immediately~~M.D. ~~following~~and ~~the~~Christine ~~successful~~A. ~~consummation of~~White, ~~the~~M.D. ~~Offer~~The ~~(including~~resignation ~~all~~was ~~extensions~~not related to ~~the Offer,~~ any ~~subsequent~~disagreements ~~offering~~between ~~period~~these ~~provided~~directors ~~for~~and inthe ~~accordance~~Company. ~~with~~On ~~Rule~~the ~~14d-11~~same ~~under~~date, the ~~Securities~~board ~~Exchange~~of ~~Act~~directors of ~~1934,~~the asCompany ~~amended,~~filled ~~and~~the ~~any~~vacancies ~~extensions~~created ofby ~~such~~the ~~subsequent~~resignations ~~offering~~by ~~period),~~appointing ~~Parent~~Michael ~~and Purchaser~~Nohaile, ~~would~~Anthony ~~own~~Rosenberg, ~~less~~Kevin ~~than~~Smith, ~~90%~~Wayne ofMerkelson ~~the~~and Kenneth ~~Shares~~P. ~~then~~Schuster ~~outstanding,~~to ~~then~~serve ~~Genoptix’~~as ~~stockholders~~directors ~~holding a majority~~ of the ~~outstanding~~Company. ~~Shares~~In ~~must~~addition, ~~approve~~Mr. Merkelson ~~the Merger~~ and ~~adopt~~Mr. Smith ~~the~~were ~~Merger~~each ~~Agreement~~appointed ~~prior~~ to ~~consummating~~serve on the ~~Merger.~~Company’s InNominating ~~this event, Genoptix has agreed to call~~ and ~~convene~~Corporate aGovernance ~~stockholder meeting to obtain such approval~~Committee.

~~The~~Each ~~Merger~~of ~~Agreement~~these ~~includes~~newly ~~customary~~appointed ~~representations~~directors ~~and~~was ~~warranties~~nominated ~~and~~by ~~covenants~~Purchaser ofand ~~the parties.~~appointed ~~Until~~pursuant ~~the~~to ~~earlier of~~ the ~~termination~~terms of the Merger Agreement ~~and the Effective Time~~, ~~Genoptix~~which ~~has~~was previously ~~agreed~~filed toby ~~operate its business and~~ the ~~business~~Company ~~of its subsidiaries in the ordinary course and has agreed to certain other operating covenants,~~ as ~~set~~Exhibit ~~forth more fully in the Merger Agreement~~2.1 ~~Genoptix has also agreed not~~ to ~~solicit~~the orCompany’s ~~initiate~~Current ~~discussions~~Report ~~with~~on ~~any~~Form ~~third~~8-K ~~party~~filed ~~regarding~~on ~~other~~January 24, ~~proposals to acquire Genoptix~~2011. ~~The~~Information ~~Merger~~about ~~Agreement~~the ~~also~~directors ~~includes~~nominated ~~customary termination provisions~~ for ~~both~~appointment ~~Genoptix~~by ~~and~~ Purchaser ~~and~~has ~~provides~~been ~~that,~~previously disclosed in Section 3—“Directors ~~connection~~and ~~with~~Executive ~~the~~Officers ~~termination~~ of ~~the~~Purchaser” ~~Merger~~of ~~Agreement~~Schedule ~~under~~I ~~specified~~to ~~circumstances,~~the ~~Genoptix~~Offer ~~will be required~~ to ~~pay~~Purchase toand ~~Purchaser~~is aincorporated ~~termination~~herein ~~fee~~by ~~of $16,500,000~~reference.

Tender and Support Agreements

Concurrently with the execution and delivery of the Merger Agreement, the executive officers and directors of Genoptix each entered into a tender and support agreement (the “Support Agreements”) with Parent and Purchaser, pursuant to which each executive officer and director agreed, among other things, to tender his or her Shares pursuant to the Offer and, if necessary, vote his or her Shares in favor of the adoption of the Merger Agreement and the approval of the Merger. The Support Agreements terminate in the event the Merger Agreement is terminated.

Additional Information

The foregoing descriptions of the Merger Agreement and the Support Agreements are not complete and are qualified in their entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference, and the form of Support Agreement, which is attached as Exhibit 2.2 to this report and incorporated herein by reference.

The Merger Agreement and the Support Agreements, and the foregoing descriptions of each agreement, have been included to provide investors and stockholders with information regarding the terms of each agreement. They are not intended to provide any other factual information about Genoptix. The representations, warranties and covenants contained in each agreement were made only as of specified dates for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in each agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors are not third-party beneficiaries under the Merger Agreement or the Support Agreements. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 8.01. Other Events.

On January 24, 2011, Genoptix issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 Agreement and Plan of Merger, dated January 24, 2011, by and among Genoptix, Inc., Novartis Finance Corporation and GO Merger Sub, Inc.

2.2		Form of Support Agreement, dated January 24, 2011, by and among [ ], Novartis Finance Corporation and GO Merger Sub, Inc.
99.1		Press Release issued on January 24, 2011

Important Information and Where To Find It

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to buy shares of Genoptix common stock described in this announcement has not yet commenced. At the time the tender offer is commenced, Purchaser will file a tender offer statement on Schedule TO with the SEC and Genoptix will file a solicitation/recommendation statement on Schedule 14D-9. Genoptix stockholders and other investors should read these materials carefully because they will contain important information, including the terms and conditions of the tender offer. These materials and any other documents filed by Genoptix or Purchaser with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov and by contacting Genoptix Investor Relations at 800-881-3100. In addition, investors and stockholders will be able to obtain free copies of the documents filed with the SEC on Genoptix’ website at www.genoptix.com. Investors and stockholders are urged to read the Schedule TO, the Schedule 14D-9 and the other relevant materials before making any investment decision with respect to the tender offer.

Safe Harbor for Forward-Looking Statements

Statements in this report that relate to future results and events are forward-looking statements based on Genoptix’ current expectations regarding the tender offer and other transactions contemplated by the Merger Agreement. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. There can be no assurances that a transaction will be consummated. Other risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, if at all, Genoptix may not satisfy one or more closing conditions; that the merger agreement may be terminated; and the impact of the current economic environment, fluctuations in operating results, market acceptance of Genoptix’ services, and other risks that are described in Genoptix Annual Report on Form 10-K for the year ended December 31, 2009, in its most recent Quarterly Report of Form 10-Q and in its subsequently filed SEC reports. Genoptix undertakes no obligation to update these forward-looking statements except to the extent otherwise required by law.

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, thereunto duly authorized.

GENOPTIX, INC.

Dated: January 26, 2011

/s/ Christian V. Kuhlen, M.D., Esq.

Dated: March 2, 2011

/s/ Christian V. Kuhlen, M.D., Esq.

Christian V. Kuhlen, M.D., Esq.

Vice President, General Counsel

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