CLRT Clarient, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Amendment No. 5

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934.

CLARIENT, INC.

(Name of Subject Company (Issuer))

CRANE MERGER SUB, INC.

(Offeror)

An Indirect Wholly-Owned Subsidiary of

GENERAL ELECTRIC COMPANY

(Names of Filing Persons (Parent of Offeror))

Common Stock, Par Value $0.01 Per Share

Series A Convertible Preferred Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

Common Stock:

18048910

180RESTR

Series A Convertible Preferred Stock:

N/A

(CUSIP Number of Class of Securities)

Keith W. Newman

General Counsel

GE Healthcare

Pollards Wood

Nightingales Lane

Chalfont St. Giles HP8 4SP England

Telephone: +44 1494 544000

(Name, address and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

Copies to:

David J. Zampa

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Telephone: (312) 853-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Crane Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect, wholly owned subsidiary of General Electric Company, a New York corporation (“Parent”), and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 5, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) and relates to the offer by the Purchaser (the “Offer”) to purchase (x) all outstanding shares of common stock of Clarient, Inc., a Delaware corporation (the “Company”), par value $0.01 per share (the “Common Shares”) at a price of $5.00 per Common Share in cash and (y) all outstanding shares of Series A Convertible Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares” and together with the Common Shares, the “Shares”) at a price of $20.00 per Preferred Share in cash, in each case without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 5, 2010 and the related Letter of Transmittal (together with any amendments and supplements thereto, the “Offer to Purchase”).

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

Items 1 through 9 and 11.

The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Thursday, December 16, 2010. The Depositary has advised Parent that, as of such time, a total of 71,162,485 Common Shares and 5,263,158 Preferred Shares (which were automatically converted into Common Shares after the date of tender in accordance with their terms) were validly tendered and not validly withdrawn, representing approximately 80.2% of the Common Shares outstanding, 100% of the Preferred Shares previously outstanding and approximately 84.0% of the Common Shares and Preferred Shares outstanding calculated on an as-converted basis. In addition, the Depositary has advised Parent that it has received commitments to tender 11,141,919 additional Common Shares under guaranteed delivery procedures. All Shares that were validly tendered and not validly withdrawn during the initial offering period have been accepted by Purchaser for payment.

Purchaser has commenced a subsequent offering period for all remaining untendered Common Shares pursuant to Rule 14d-11 of the Exchange Act. The subsequent offering period will expire at 12:00 midnight, New York City time, on December 21, 2010, unless extended. Any Common Shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering stockholders will thereafter promptly be paid $5.00 in cash for each Common Share tendered, without interest and less any required withholding taxes. This is the same amount per Common Share that was offered and paid in the initial offering period. Pursuant to Rule 14d-7(a)(2) of the Exchange Act, Common Shares tendered during the subsequent offering period may not be withdrawn. In addition, no Common Shares validly tendered during the initial offering period may be withdrawn during the subsequent offering period.

Parent intends to consummate the Merger through a “short-form” merger in accordance with the Merger Agreement and Delaware law as soon as practicable on or after December 22, 2010. Following the Merger, the Common Shares will no longer be listed on the NASDAQ Capital Market.

2

The full text of the press release issued by Parent and the Company today, December 17, 2010, announcing the expiration and results of the initial offering period of the Offer and the commencement of the subsequent offering period is filed as Exhibit (a)(5)(H) hereto and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

3

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

4

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