UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2011

December 9, 2011

Orchid Cellmark Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-30267

22-3392819

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4390 US Route One

Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 750-2200

(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 53.01. Notice ~~Changes~~of inDelisting ~~Control~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ~~Registrant~~Listing.

As previously disclosed, on April 5, 2011, Orchid Cellmark Inc. (the “Company”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Laboratory Corporation of America Holdings (“LabCorp”) and OCM Acquisition Corp., a direct, wholly owned subsidiary of LabCorp (“Purchaser”).

Pursuant to the Merger Agreement, on April 19, 2011, Purchaser commenced a ~~cash~~ tender offer to purchase all outstanding shares of the Company’s common stock (the “Shares”) at a price of $2.80 per share, net to the seller in cash, without interest and subject to applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 19, 2011, and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the “Offer”).

On December 912, 2011, LabCorp announced that the initial offering period of the Offer, as previously extended, had expired at 5:00 p.m., New York City time, on December 9, 2011 and that as of such time, based on the information provided by ~~American Stock Transfer & Trust Company,~~ the depositary for the Offer, 25,965,712 Shares were validly tendered and ~~not~~ ~~properly~~ not withdrawn prior to the expiration of the ~~Offer~~initial offering period (including 67,735 Shares subject to guaranteed delivery procedures), representing approximately 86.5% of ~~all~~the ~~issued and~~ outstanding Shares (including such Shares tendered pursuant to ~~guaranteed~~ guaranteed delivery procedures). Purchaser ~~has~~ accepted for payment all Shares that were validly tendered in the initial offering period and not properly withdrawn inon ~~the~~December 9, ~~initial offering period~~2011.

In addition, on December 9 12, 2011, LabCorp announced that Purchaser commenced a subsequent offering period for all remaining untendered Shares, which ~~will~~expired ~~expire on December 15, 2011~~ at 4:00 p.m., New York City time, on December 15, 2011. ~~Purchaser~~The ~~will~~depositary ~~promptly~~for ~~accept~~the ~~for~~Offer ~~payment~~advised atPurchaser ~~the~~that ~~Offer~~an ~~Price~~additional ~~all~~217,184 Shares were validly tendered ~~during~~prior to the expiration of the subsequent offering period., which, ~~During~~together with the ~~subsequent~~Shares ~~offering~~previously ~~period~~accepted for payment on December 9, ~~tendering~~2011, ~~stockholders~~represented ~~will~~approximately ~~not~~87.2 % ~~have~~of ~~withdrawal~~the Company’s outstanding Shares. Purchaser accepted for payment all Shares that were validly tendered in ~~rights~~the subsequent offering period.

AsSubsequent ato ~~result~~the expiration of the ~~acceptance~~Offer, ~~for payment~~ on December 915, 2011, ofPurchaser ~~all~~exercised ~~Shares~~its top-up ~~that~~option, ~~were~~pursuant ~~validly~~to ~~tendered~~the ~~and~~terms ~~not properly~~of ~~withdrawn in~~ the ~~initial~~Merger ~~offering period~~Agreement, ~~there~~and ~~was~~purchased a8,273,065 ~~change~~newly inissued ~~control~~Shares of (the ~~Company,~~“Top-Up ~~and~~Option ~~LabCorp,~~Shares”) asat the ~~direct~~Offer ~~parent~~Price ofper ~~Purchaser~~Share, ~~acquired~~for ~~control~~an ofaggregate ~~the~~purchase ~~Company.~~price ~~Promptly~~of ~~following~~approximately ~~the~~$23.2 ~~expiration~~million. In consideration of the ~~subsequent~~Top-Up ~~offering~~Option ~~period~~Shares, Purchaser ~~intends~~paid to$8,273.07 ~~merge~~in ~~with~~cash and ~~into~~issued ~~the~~a ~~Company~~promissory ~~(the~~note ~~“Merger”),~~to ~~with~~ the Company ~~continuing~~in as the ~~surviving~~amount ~~corporation and a wholly owned subsidiary~~ of ~~LabCorp~~$23,156,308.93.

~~The~~On ~~total~~December 15, ~~consideration~~2011 pursuant to ~~be paid for~~ the ~~Shares~~terms inof the ~~Offer and the~~ Merger ~~is expected to be approximately $84 million~~Agreement, ofPurchaser ~~which approximately~~merged ~~$73~~with ~~million~~and ~~has~~into ~~been~~the ~~paid~~Company by(the ~~Purchaser~~“Merger”), ~~in accordance~~ with the ~~terms~~Company ofcontinuing as the ~~Offer~~surviving corporation ~~for Shares that were validly tendered~~ and ~~not~~a ~~properly~~wholly ~~withdrawn~~owned insubsidiary ~~the~~of ~~initial offering period~~LabCorp. ~~These~~In ~~amounts~~the ~~exclude~~Merger, ~~(i) fees~~Shares ~~and~~not ~~expenses~~purchased ~~related to~~in the Offer ~~and Merger and~~ (~~ii) the~~other ~~purchase~~than ~~price~~Shares ~~for~~owned ~~newly~~by ~~issued~~LabCorp, ~~Shares~~Purchaser, ifthe ~~any,~~Company toor betheir ~~issued~~respective tosubsidiaries, ~~Purchaser~~and ifShares ~~Purchaser~~held ~~exercises~~by ~~its~~stockholders ~~top-up~~who ~~option~~are ~~pursuant~~entitled to demand, ~~the~~and ~~terms~~who ofproperly ~~the~~perfect ~~Merger~~their ~~Agreement.~~appraisal ~~LabCorp~~rights ~~has provided Purchaser~~ with ~~sufficient~~ ~~funds~~respect to ~~purchase~~such ~~all~~ Shares) ~~accepted~~were ~~for~~converted ~~payment~~into in the ~~initial~~right ~~offering~~to ~~period~~receive of the ~~Offer~~same ~~and~~$2.80 ~~will~~per ~~provide~~Share, ~~additional~~net ~~funding~~to ~~for~~ the ~~purchase~~holder ofin ~~Shares~~cash, inwithout ~~the~~interest ~~subsequent~~and ~~offering~~subject ~~period~~to ~~and~~applicable tax withholding, paid in the ~~Merger~~Offer.

ToAs a result of the ~~knowledge~~Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Market (“NASDAQ”). Accordingly, on December 16, 2011, at the Company’s request, ~~except~~NASDAQ asfiled ~~set~~with ~~forth~~the ~~herein~~U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, ~~there~~as ~~are~~amended no(the ~~arrangements~~“Exchange Act”), ~~including~~on ~~any~~Form 25 ~~pledge~~to byeffect ~~any~~the ~~person~~delisting of ~~securities~~ shares of the Company’s common stock from NASDAQ. In addition, the Company ~~operation~~intends ofto ~~which~~file ~~may~~with atthe SEC a ~~subsequent~~Certification ~~date~~on ~~result~~Form 15 inunder athe ~~further~~Exchange ~~change~~Act inrequesting ~~control~~the ofShares be deregistered and that the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be terminated.

Item 53.02~~. Departure~~ ofUnregistered ~~Directors~~Sales ~~or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment~~Securities ~~of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Pursuant~~The todisclosure ~~the~~contained ~~Merger Agreement, effective as of the time of acceptance for payment of all Shares that were validly tendered and not properly withdrawn~~ in ~~the~~Item 3.01 ~~initial~~above ~~offering~~is ~~period~~incorporated ~~(the “Acceptance~~herein ~~Time”), Purchaser became entitled to designate a number of directors, rounded up to the next whole number, equal to the total number of directors on the Company’s board of directors multiplied~~ by ~~the percentage that the Shares beneficially owned by LabCorp, Purchaser and any of their respective affiliates, in the aggregate, bore to the total number of Shares then outstanding~~reference.

~~Effective~~The asTop-Up ofOption ~~the~~Shares ~~Acceptance~~issued ~~Time,~~to onPurchaser ~~December 9,~~pursuant ~~2011,~~to ~~each~~the oftop-up ~~Eugene~~option I.were ~~Davis~~issued ~~and~~in ~~James~~reliance M.upon ~~Hart~~an ~~resigned~~exemption ~~as a director of the Company and~~ from ~~any committees of the Company’s Board of~~registration ~~Directors~~pursuant onto ~~which they then served. In addition, effective as of the Acceptance Time, on December~~Section 9,4(2) ~~2011,~~under ~~William B. Hayes, F. Samuel Eberts III, Sandra D. van der Vaart, Andrew S. Walton and James T. Boyle, Jr. were appointed to~~ the ~~Board~~Securities ~~of Directors~~Act of ~~the Company. Further~~1933, ~~effective~~ as ~~of the Acceptance Time~~amended, onas ~~December 9,~~a ~~2011,~~transaction ~~William~~by B.an ~~Hayes~~issuer ~~and~~not F.involving ~~Samuel~~a ~~Eberts~~public ~~III were appointed to the Nominating and Governance Committee and to the Compensation Committee of the Board of Directors~~offering.

~~Each of William B~~Item 3.03 ~~Hayes,~~Material F.Modification ~~Samuel~~to ~~Eberts~~Rights ~~III, Sandra D. van der Vaart, Andrew S. Walton and James T. Boyle, Jr. is an officer~~ of ~~LabCorp.~~Security ~~Biographical information for each of William B~~Holders. Hayes, F. Samuel Eberts III, Sandra D. van der Vaart, Andrew S. Walton and James T. Boyle, Jr. was previously furnished to the Company and its stockholders by LabCorp and Purchaser and is set forth in Schedule I to the Offer to Purchase filed by LabCorp and Purchaser with the SEC on April 19, 2011, as subsequently amended, which is incorporated by reference herein.

The disclosure contained in Item 3.01 above and in Item 5.03 below is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the Merger, the certificate of incorporation of the Company was amended and restated, the text of which amendment and restatement is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Pursuant to the Merger, the bylaws of the Company were amended and restated, the text of which amendment and restatement is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibit 3.1		Text of Second Restated Certificate of Incorporation of the Company.

Exhibit 3.2		Text of Fourth Amended and Restated Bylaws of the Company.

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.

	~~Orchid Cellmark Inc.~~	Orchid Cellmark Inc.
Date: December 12, 2011	By:	/s/ William J. Thomas
Date: December 20, 2011		By:	/s/ F. SAMUEL EBERTS III
		William J. Thomas Vice President and General Counsel
			F. Samuel Eberts III
			President and Secretary

INDEX TO EXHIBITS


Exhibit No.		Description

Exhibit 3.1		Text of Second Restated Certificate of Incorporation of the Company.

Exhibit 3.2		Text of Fourth Amended and Restated Bylaws of the Company.

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