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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): March 2, 2009</B>

<P style="font-size: 24pt" align="center"><B>NANOSPHERE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-33775</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>36-4339870</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>4088 Commercial Avenue,
Northbrook, Illinois<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>60062</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(847) 400-9000</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="justify"><B>Item&nbsp;5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers</B>

<P style="font-size: 10pt" align="justify">On March&nbsp;2, 2009, Nanosphere,
Inc. (the &#8220;Company&#8221;) entered into an Amended and Restated
Employment Agreement (the &#8220;Agreement&#8221;) with Mr.&nbsp;William P.
Moffitt, the President and Chief Executive Officer of the Company, which is
effective as of January&nbsp;1, 2009 (the &#8220;Effective Date&#8221;).

<P style="font-size: 10pt" align="justify">Pursuant to the Agreement,
Mr.&nbsp;Moffitt will continue to serve as President and Chief Executive
Officer of the Company, for a term of three years commencing upon the Effective
Date (the &#8220;Term&#8221;). The Term is automatically extended for
additional successive one-year periods unless Mr.&nbsp;Moffitt or the Board
provides notice not to extend the Term.

<P style="font-size: 10pt" align="justify">The Agreement provides for a salary
at an annual rate of $427,450 (the &#8220;Base Salary&#8221;), to be reviewed
annually (and may be increased, but not decreased), by the Board in its sole
discretion. For calendar year 2009, the Agreement provides that
Mr.&nbsp;Moffitt will be eligible to earn and receive a performance bonus to a
target of $256,470, or 60% of the Base Salary, such bonus to be discretionary
and awarded by the Board, based upon the recommendations of the Compensation
Committee of the Board. For each of calendar years 2010 and 2011, the target
amount of this bonus opportunity will be not less than $150,000. In addition,
and as provided in Mr.&nbsp;Moffitt&#8217;s current employment agreement,
Mr.&nbsp;Moffitt will have the right to earn and receive a bonus in an amount
equal to 1% of the net proceeds of any transaction constituting a Change in
Control (a &#8220;Change in Control&#8221;) of the Company, which occurs during
the Term or within six months thereafter. A Change in Control means
(i)&nbsp;the purchase or other acquisition by any person, entity or group of
persons, within the meaning of Section&nbsp;13(d) or 14(d) of the Securities
Exchange Act of 1934 or any comparable successor provisions (other than
stockholders (or affiliates thereof) of the Company as of July&nbsp;19, 2004),
of beneficial ownership (within the meaning of Rule&nbsp;13d-3 promulgated
under the Exchange Act) of 50% or more of either the outstanding shares of
common stock of the Company (on a fully-diluted basis) or the combined voting
power of the Company&#8217;s then outstanding voting securities entitled to
vote generally in the election of directors of the Company; (ii)&nbsp;the
consummation of a reorganization, merger or consolidation of the Company, in
each case, with respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated company; or (iii)&nbsp;the sale of all or substantially all of the
Company&#8217;s assets.


<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt" align="justify">Also as provided in
Mr.&nbsp;Moffitt&#8217;s current employment agreement, the Agreement provides
that if, prior to the expiration of the Term, Mr.&nbsp;Moffitt&#8217;s
employment is terminated for Good Reason, which is defined as either a Change
in Control or a Diminution in Responsibility, Mr.&nbsp;Moffitt will be
entitled, in addition to Base Salary, bonus and other entitlements under the
Agreement, to (i)&nbsp;receive payment at the rate of his Base Salary in effect
on the termination date for a period of eighteen (18)&nbsp;months following the
date of termination if termination was based on a Diminution of Responsibility
(which is defined as any of (a)&nbsp;a material diminution in
Mr.&nbsp;Moffitt&#8217;s duties or responsibilities or the assignment to
Mr.&nbsp;Moffitt of duties that are materially inconsistent with his duties as
President and Chief Executive Officer of the Company or that materially impair
Mr.&nbsp;Moffitt&#8217;s ability to function in his position; (b)&nbsp;the
Company&#8217;s failure, during the Term, to cause the election of
Mr.&nbsp;Moffitt to the Board; (c)&nbsp;a relocation of the Company&#8217;s
principal offices, without Mr.&nbsp;Moffitt&#8217;s acquiescence or consent, to
a location that is more than a 50 mile radius from its current location;
(d)&nbsp;any material reduction in the compensation and benefit opportunities
of Mr.&nbsp;Moffitt (measured in the aggregate); or (e)&nbsp;any breach by the
Company of any material
provision of the Agreement, provided
that Mr.&nbsp;Moffitt has given the Company written notice of such breach and
the Company has failed to cure such breach within a period that is reasonable
under the circumstances), and for thirty (30) months if termination was based
on a Change in Control, (ii)&nbsp;receive payment of the full target amount of
his performance bonus opportunity for the calendar year in which termination
occurs, and (iii)&nbsp;full and immediate vesting on the date of termination of
all outstanding options and restricted stock awards granted to him under the
Company&#8217;s 2007 Long-Term Incentive Plan, which options will remain
exercisable for a period of one year following the date of termination. The
Agreement also provides for an excise tax gross-up payment if payments received
by Mr.&nbsp;Moffitt under the Agreement and other payments received under other
agreements or employee benefit plans in connection with a Change in Control
result in the imposition of a golden parachute excise tax under
Section&nbsp;4999 of the Internal Revenue Code of 1986, as amended.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;9.01 Financial
Statements and Exhibits.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">(c)&nbsp;Exhibits
<DIV align="center">
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 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left">Exhibit
Number</TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="center">Description</TD>
 </TR>
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 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.31 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Employment Agreement dated
as of January 1, 2009, between the registrant and Mr.&nbsp;William P.
Moffitt</TD>
 </TR>
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</TABLE>
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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">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.

<P style="font-size: 10pt; margin-left: 45%" align="justify">NANOSPHERE, INC.

<P style="font-size: 10pt; margin-left: 45%" align="justify">(Registrant)

<P style="font-size: 10pt; margin-left: 45%" align="justify">By:<U> /s/ Roger
Moody&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Roger
Moody<BR>
Chief Financial Officer, Vice President of<br>Finance &amp;
Administration, Treasurer,<br>Secretary<BR>


<P style="font-size: 10pt" align="justify">Date: March&nbsp;5, 2009

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left">Exhibit
Number</TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="center">Description</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.31 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Employment Agreement dated
as of January 1, 2009, between the registrant and Mr.&nbsp;William P.
Moffitt</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
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{"company-data": {"conformed-name": "NANOSPHERE INC", "cik": "0001105184", "assigned-sic": "3841", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-33775", "film-number": "09659210"}, "business-address": {"street1": "4088 COMMERCIAL AVE", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "847-400-9000"}, "mail-address": {"street1": "4088 COMMERCIAL AVE", "city": "NORTHBROOK", "state": "IL", "zip": "60062"}}
Form 8-K
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): March 2, 2009
NANOSPHERE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33775
36-4339870
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4088 Commercial Avenue,
Northbrook, Illinois
60062
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(847) 400-9000
Not
Applicable
(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:
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 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On March 2, 2009, Nanosphere,
Inc. (the "Company") entered into an Amended and Restated
Employment Agreement (the "Agreement") with Mr. William P.
Moffitt, the President and Chief Executive Officer of the Company, which is
effective as of January 1, 2009 (the "Effective Date").
Pursuant to the Agreement,
Mr. Moffitt will continue to serve as President and Chief Executive
Officer of the Company, for a term of three years commencing upon the Effective
Date (the "Term"). The Term is automatically extended for
additional successive one-year periods unless Mr. Moffitt or the Board
provides notice not to extend the Term.
The Agreement provides for a salary
at an annual rate of $427,450 (the "Base Salary"), to be reviewed
annually (and may be increased, but not decreased), by the Board in its sole
discretion. For calendar year 2009, the Agreement provides that
Mr. Moffitt will be eligible to earn and receive a performance bonus to a
target of $256,470, or 60% of the Base Salary, such bonus to be discretionary
and awarded by the Board, based upon the recommendations of the Compensation
Committee of the Board. For each of calendar years 2010 and 2011, the target
amount of this bonus opportunity will be not less than $150,000. In addition,
and as provided in Mr. Moffitt's current employment agreement,
Mr. Moffitt will have the right to earn and receive a bonus in an amount
equal to 1% of the net proceeds of any transaction constituting a Change in
Control (a "Change in Control") of the Company, which occurs during
the Term or within six months thereafter. A Change in Control means
(i) the purchase or other acquisition by any person, entity or group of
persons, within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934 or any comparable successor provisions (other than
stockholders (or affiliates thereof) of the Company as of July 19, 2004),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of either the outstanding shares of
common stock of the Company (on a fully-diluted basis) or the combined voting
power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors of the Company; (ii) the
consummation of a reorganization, merger or consolidation of the Company, in
each case, with respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated company; or (iii) the sale of all or substantially all of the
Company's assets.
Also as provided in
Mr. Moffitt's current employment agreement, the Agreement provides
that if, prior to the expiration of the Term, Mr. Moffitt's
employment is terminated for Good Reason, which is defined as either a Change
in Control or a Diminution in Responsibility, Mr. Moffitt will be
entitled, in addition to Base Salary, bonus and other entitlements under the
Agreement, to (i) receive payment at the rate of his Base Salary in effect
on the termination date for a period of eighteen (18) months following the
date of termination if termination was based on a Diminution of Responsibility
(which is defined as any of (a) a material diminution in
Mr. Moffitt's duties or responsibilities or the assignment to
Mr. Moffitt of duties that are materially inconsistent with his duties as
President and Chief Executive Officer of the Company or that materially impair
Mr. Moffitt's ability to function in his position; (b) the
Company's failure, during the Term, to cause the election of
Mr. Moffitt to the Board; (c) a relocation of the Company's
principal offices, without Mr. Moffitt's acquiescence or consent, to
a location that is more than a 50 mile radius from its current location;
(d) any material reduction in the compensation and benefit opportunities
of Mr. Moffitt (measured in the aggregate); or (e) any breach by the
Company of any material
provision of the Agreement, provided
that Mr. Moffitt has given the Company written notice of such breach and
the Company has failed to cure such breach within a period that is reasonable
under the circumstances), and for thirty (30) months if termination was based
on a Change in Control, (ii) receive payment of the full target amount of
his performance bonus opportunity for the calendar year in which termination
occurs, and (iii) full and immediate vesting on the date of termination of
all outstanding options and restricted stock awards granted to him under the
Company's 2007 Long-Term Incentive Plan, which options will remain
exercisable for a period of one year following the date of termination. The
Agreement also provides for an excise tax gross-up payment if payments received
by Mr. Moffitt under the Agreement and other payments received under other
agreements or employee benefit plans in connection with a Change in Control
result in the imposition of a golden parachute excise tax under
Section 4999 of the Internal Revenue Code of 1986, as amended.
Item 9.01 Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
Number
Description
10.31
Amended and Restated Employment Agreement dated
as of January 1, 2009, between the registrant and Mr. William P.
Moffitt
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.
NANOSPHERE, INC.
(Registrant)
By:
/s/ Roger
Moody
Roger
Moody
Chief Financial Officer, Vice President of
Finance &
Administration, Treasurer,
Secretary
Date: March 5, 2009
EXHIBIT INDEX
Exhibit
Number
Description
10.31
Amended and Restated Employment Agreement dated
as of January 1, 2009, between the registrant and Mr. William P.
Moffitt