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 of 1934

Date of Report (Date of earliest event reported): ~~November 14, 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)		(Zip Code)

~~Registrant’s~~4390 ~~telephone~~US ~~number,~~Route ~~including~~One ~~area code (609) 750-2200~~

~~(Former name or former address~~Princeton, ifNew ~~changed~~Jersey ~~since~~08540 ~~last report.)~~

(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 1 5.01. ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

OnAs ~~November~~previously disclosed, on April 145, 2011, Orchid Cellmark Inc., ~~a Delaware corporation~~ (the “~~Orchid~~Company”), entered into ~~Amendment~~an ~~No. 2 (“Amendment No. 2”) to its previously announced~~ Agreement and ~~Plan~~ Plan of Merger (as amended, the “Merger Agreement”), ~~dated April 5, 2011, as amended,~~ with Laboratory Corporation of America Holdings, ~~a Delaware corporation~~ (“LabCorp”), and OCM Acquisition Corp., a ~~Delaware~~direct, ~~corporation and~~ wholly owned subsidiary of LabCorp (“Purchaser”)~~, pursuant to which LabCorp will acquire Orchid in a two-step transaction~~. ~~Amendment No. 2 amends Section 1.1(e)(i) of the Merger Agreement to replace “210 days” contained in~~ clause (B) thereof with “240 days.” The purpose of Amendment No. 2 is to extend the “Extended Outside Date,” as such term is used in the Merger Agreement, by an additional 30 calendar days, to December 14, 2011, to allow time to consummate the transactions contemplated by the Merger Agreement while the Federal Trade Commission continues its review of these transactions.

APursuant ~~copy~~to the Merger Agreement, on April 19, 2011, Purchaser commenced a cash tender offer to purchase all outstanding shares of the ~~Amendment~~Company’s ~~No. 2~~common isstock ~~filed~~(the as“Shares”) ~~Exhibit~~at a price of $2.180 ~~hereto~~per share, net to the seller in cash, without interest and issubject ~~incorporated~~to ~~herein~~applicable bytax ~~reference.~~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”).

AsOn December 9, 2011, LabCorp announced ~~previously~~that the initial offering period of the Offer, onas ~~April~~extended, had expired at 5:00 19p.m., ~~2011~~New York City time, ~~LabCorp~~on December 9, ~~through~~2011 ~~Purchaser~~and that as of such time, ~~commenced~~based aon ~~tender~~the ~~offer~~information ~~for~~provided ~~all~~by ~~outstanding~~American ~~shares~~Stock ofTransfer & ~~Orchid~~Trust atCompany, athe ~~price~~depositary offor ~~$2.80~~the ~~per~~Offer, ~~share~~25,965,712 ~~net~~Shares were validly tendered and not properly withdrawn prior to the ~~seller~~expiration inof ~~cash~~the ~~without interest~~Offer ~~and~~(including 67,735 Shares subject to ~~applicable~~guaranteed ~~withholding~~delivery ~~taxes~~procedures), representing approximately 86.5% ~~The~~of ~~tender~~all ~~offer~~issued ~~was~~and ~~made~~outstanding Shares (including such Shares tendered pursuant to guaranteed delivery procedures). Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn in the ~~Merger~~initial ~~Agreement~~offering period.

~~Important~~In ~~Additional~~addition, on December 9, 2011, LabCorp announced that Purchaser commenced a subsequent offering period for all remaining untendered Shares, which will expire on December 15, 2011 at 4:00 ~~Information~~p.m., ~~Has~~New ~~Been~~York ~~Filed~~City ~~with~~time. Purchaser will promptly accept for payment at the ~~Securities~~Offer ~~and~~Price ~~Exchange~~all ~~Commission~~Shares (validly tendered during the ~~“SEC”)~~subsequent offering period. During the subsequent offering period, tendering stockholders will not have withdrawal rights.

~~This~~As ~~Current Report on Form 8-K is neither an offer to purchase nor~~ a ~~solicitation~~result of anthe ~~offer~~acceptance tofor ~~sell~~payment ~~shares~~on ofDecember 9, ~~Orchid’s~~2011 ~~common~~of ~~stock.~~all ~~The~~Shares ~~tender~~that ~~offer~~were isvalidly ~~being~~tendered ~~made pursuant to a tender offer statement as amended~~ and ~~related~~not properly ~~materials~~withdrawn ~~(including~~in the ~~Offer~~initial tooffering Purchase and the Letter of Transmittal). ORCHID STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT ON SCHEDULE TO AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL)period, ASthere ~~AMENDED,~~was ~~AND~~a ~~THE SOLICITATION/RECOMMENDATION~~change ~~STATEMENT~~in ONcontrol ~~SCHEDULE~~of ~~14D-9,~~the ~~AS AMENDED~~Company, ~~REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer statement on Schedule TO~~ and ~~related materials~~LabCorp, ~~including~~as the ~~Offer~~direct toparent ~~Purchase and Letter~~ of ~~Transmittal~~Purchaser, ~~have~~acquired ~~been~~control ~~filed~~of ~~by LabCorp and Purchaser with~~ the ~~SEC and mailed to Orchid stockholders~~Company. ~~The~~Promptly ~~solicitation/recommendation~~following ~~statement~~the onexpiration ~~Schedule~~of ~~14D-9 has been filed by Orchid with~~ the ~~SEC~~subsequent ~~and~~offering ~~mailed to Orchid stockholders.~~period, ~~Investors~~Purchaser ~~and~~intends ~~security~~to ~~holders~~merge ~~may~~with ~~obtain a copy of these statements at no cost~~ and ~~other~~into ~~documents filed by LabCorp and Purchaser or Orchid with~~ the ~~SEC~~Company at (the ~~website maintained by the SEC at www.sec.gov. The tender offer statement and related materials~~“Merger”), ~~solicitation/recommendation~~with ~~statement, and such other documents may be obtained at no cost by directing such requests to Morrow & Co. LLC,~~ the ~~information~~Company ~~agent~~continuing ~~for~~as the ~~tender~~surviving ~~offer,~~corporation ~~at 1-203-658-9400 for banks~~ and ~~brokers~~ ora ~~1-877-827-0538~~wholly ~~for~~owned ~~stockholders~~subsidiary ~~and~~of ~~all others~~LabCorp. ~~BofA Merrill Lynch is acting as Dealer Manager for the tender offer and can be reached at 1-888-803-9655.~~

~~Cautionary~~The ~~Note~~total ~~Regarding~~consideration ~~Forward~~to be paid for the Shares in the Offer and the Merger is expected to be approximately $84 million, of which approximately $73 million has been paid by Purchaser in accordance with the terms of the Offer for Shares that were validly tendered and not properly withdrawn in the initial offering period. These amounts exclude (i) fees and expenses related to the Offer and Merger and (ii) the purchase price for newly issued Shares, if any, to be issued to Purchaser if Purchaser exercises its top-~~Looking~~up ~~Statements~~option pursuant to the terms of the Merger Agreement. LabCorp has provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the initial offering period of the Offer and will provide additional funding for the purchase of Shares in the subsequent offering period and the Merger.

~~Investors~~To ~~are cautioned~~the ~~that~~knowledge ~~statements~~of inthe ~~this~~Company, ~~Current~~except ~~Report~~as onset ~~Form~~forth ~~8-K~~herein, ~~that~~there are ~~not~~no ~~strictly historical statements~~arrangements, including, ~~without~~any ~~limitation,~~pledge ~~statements~~by ~~relating~~any toperson ~~the~~of ~~proposed~~securities of ~~transactions~~the Company, ~~constitute~~the ~~forward-looking~~operation ~~statements.~~of ~~These~~which ~~statements~~may ~~are based~~at ona ~~current~~subsequent ~~expectations,~~date ~~forecasts~~result ~~and~~in ~~assumptions~~a offurther ~~Orchid~~change ~~that~~in ~~are~~control ~~subject~~of tothe ~~risks~~Company. ~~and uncertainties that~~

~~could cause actual outcomes and results to differ materially from those statements~~Item 5. ~~Risks and uncertainties include, among others, the risk that the conditions to the offer or the merger set~~02. ~~forth~~Departure ~~in the Merger Agreement will not be satisfied or waived, uncertainties as to the timing~~ of ~~the~~Directors tender offer and merger, uncertainties as to how many Orchid shareholders will tender their stock in the offer; the risk that competing offers will be made; changes in either companies’ businesses during the period between now and the closing; adverse reactions to the proposed transaction by customers, suppliers or ~~strategic~~Certain ~~partners~~Officers; ~~dependence~~Election onof ~~key personnel and customers~~Directors; ~~reliance~~Appointment ~~on proprietary technology; management~~ of ~~growth~~Certain ~~and organizational change~~Officers; ~~risks~~Compensatory ~~associated~~Arrangements ~~with litigation; competitive actions in the marketplace; and adverse actions~~ of ~~governmental~~Certain and other third-party payors; as well as other factors detailed in LabCorp’s and Orchid’s filings with the SEC, including LabCorp’s Annual Report on Form 10-K for the year ended December 31, 2010 and subsequent SEC filings, and Orchid’s Annual Report on Form 10-K for the year ended December 31, 2010 and subsequent SEC filingsOfficers.

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~Merger Agreement, effective as of the time of acceptance for payment of all Shares that were validly tendered and ~~Exhibits~~not properly withdrawn in the initial offering period (the “Acceptance 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.

~~(d)~~Effective ~~Exhibits~~as of the Acceptance Time, on December 9, 2011, each of Eugene I. Davis and James M. Hart resigned as a director of the Company and from any committees of the Company’s Board of Directors on which they then served. In addition, effective as of the Acceptance Time, on December 9, 2011, 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 of Directors of the Company. Further, effective as of the Acceptance Time, on December 9, 2011, William B. Hayes and F. Samuel Eberts III were appointed to the Nominating and Governance Committee and to the Compensation Committee of the Board of Directors.

Exhibit Number		Description
2.1		Amendment No. 2 to the Agreement and Plan of Merger, dated April 5, 2011, by and among LabCorp, Purchaser and Orchid (incorporated herein by reference to Exhibit (d)(5) to Amendment No. 12 to the Schedule TO of LabCorp and Purchaser filed with the SEC on November 15, 2011).

Each of William B. Hayes, F. Samuel Eberts III, Sandra D. van der Vaart, Andrew S. Walton and James T. Boyle, Jr. is an officer of LabCorp. Biographical information for each of William B. 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.

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.

EXHIBIT INDEX

Exhibit Number		Description
2.1		Amendment No. 2 to the Agreement and Plan of Merger, dated April 5, 2011, by and among LabCorp, Purchaser and Orchid (incorporated herein by reference to Exhibit (d)(5) to Amendment No. 12 to the Schedule TO of LabCorp and Purchaser filed with the SEC on November 15, 2011).

Orchid Cellmark Inc.

Date: November 15, 2011

/s/ William J. Thomas

Date: December 12, 2011

/s/ William J. Thomas

William J. Thomas

William J. Thomas Vice President and General Counsel

Vice President and General Counsel

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