Item 1.01. Entry Into a Material Definitive Agreement.

At the annual meeting of shareholders on April 29, 2009, Cepheid's shareholders approved the amendment of Cepheid's 2000 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of common stock reserved for issuance thereunder by an additional 1,500,000 shares.

The foregoing is a summary of the changes effected by the amendment to the ESPP and does not purport to be complete. The foregoing is qualified in its entirety by reference to the ESPP, as amended, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Exhibit Title

99.1 2000 Employee Stock Purchase Plan, as amended.

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