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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.: NOT APPLICABLE)
INVITROGEN CORP.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OR CLASS OF SECURITIES)
46185R 10 0
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(CUSIP NUMBER)
RICHARD W. SWEAT, ESQ.
POST KIRBY NOONAN & SWEAT LLP
600 WEST BROADWAY, SUITE 1100
SAN DIEGO, CA 92101
(619) 231-8666
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 18, 1999
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(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
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(1) Name of reporting person: Sheldon C. Engelhorn.
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(2) Check the appropriate box if a member of a group. (a)
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X (b)
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CUSIP NO. 46185R 10 0 13D PAGE 2 OF 5 PAGES
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(3) SEC use only.
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(4) Source of funds: 00
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). Not Applicable.
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(6) Citizenship or place of organization: United States of America.
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Number of shares beneficially owned by each reporting person with:
(7) Sole voting power 983,259
(8) Shared voting power 0
(9) Sole dispositive power 983,259
(10) Share dispositive power 0
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(11) Aggregate amount beneficially owned by each reporting person.
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(12) Check if the aggregate amount in Row (11) excludes certain shares.
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(13) Percent of class represented by amount in Row (11): 6.15%.
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(14) Type of reporting person: IN.
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following _____.
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CUSIP NO. 46185R 10 0 13D PAGE 3 OF 5 PAGES
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SCHEDULE 13D
Item 1. Security and Issuer. This statement relates to the common stock of
Invitrogen Corp., 1600 Faraday Avenue, Carlsbad, California 92008.
Item 2. Identity and Background.
(a) Sheldon C. Engelhorn.
(b) 1600 Faraday Avenue, Carlsbad, CA 92008.
(c) Mr. Engelhorn is employed by Invitrogen Corp., 1600 Faraday Avenue,
Carlsbad, CA 92008.
(d) Mr. Engelhorn, during the last five years, has not been convicted in any
criminal proceeding.
(e) During the last five years, Mr. Engelhorn has not been the subject of any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or other Consideration. Mr. Engelhorn
acquired the Common Stock of Invitrogen Corp. of a merger in which Invitrogen
Corp. acquired NOVEX. As a result of the merger, shareholders of NOVEX,
including Mr. Engelhorn, received shares of Common Stock of Invitrogen Corp.
Upon the effective date of the merger, Mr. Engelhorn's NOVEX stock was converted
into Invitrogen Corp. Common Stock. Mr. Engelhorn acquired his shares in NOVEX
more than 12 years ago.
Item 4. Purpose of Transaction. Mr. Engelhorn acquired the shares of
Invitrogen Corp. by operation of law as a result of a merger transaction in
which Invitrogen Corp. acquired NOVEX. Mr. Engelhorn acquired his shares of
NOVEX for investment, and the merger transaction had as its purpose Invitrogen's
acquisition of NOVEX. Mr. Engelhorn has no plans or proposals which relate to
or would result in:
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CUSIP NO. 46185R 10 0 13D PAGE 4 OF 5 PAGES
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(a) The acquisition by any person of additional securities of Invitrogen Corp.,
or the disposition of securities of Invitrogen Corp;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Invitrogen Corp. or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Invitrogen Corp. or
any of its subsidiaries;
(d) Any change in the present board of directors or management of Invitrogen
Corp., including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or divided policy of
Invitrogen Corp.;
(f) Any other material change in Invitrogen Corp.'s business or corporate
structure, including but not limited to, if Invitrogen Corp. is a
registered closed-end investment company, any plans or proposals to make
any changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in Invitrogen Corp.'s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Invitrogen Corp. by any person;
(h) Causing a class of securities of Invitrogen Corp. to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an interdealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Engelhorn acquired 973,903 shares of Invitrogen Corp.'s Common Stock
directly as a result of the merger, and acquired 9,356 shares of Invitrogen
Corp.'s Common Stock
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CUSIP NO. 46185R 10 0 13D PAGE 5 OF 5 PAGES
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indirectly as a result of the merger when his shares of NOVEX stock held by
the NOVEX ESOP were converted to shares of Invitrogen Corp. The total
number of shares he acquired was 983,259 shares representing 6.15% of the
shares of Invitrogen Corp. outstanding on August 17, 1999, the effective
date of the merger;
(b) Mr. Engelhorn has the sole power to vote or direct the vote of 973,903
shares, and 9,356 shares held by the Invitrogen Corp. ESOP may be voted by
its trustees under the terms of the Plan. Mr. Engelhorn has the sole right
to dispose of 973,903 shares, with such disposal subject to the federal
estate securities laws applicable to the shares held by him;
(c) There were no transactions in Invitrogen Corp. Common Stock by
Mr. Engelhorn during the past 60 days during the merger with NOVEX;
(d) No other person has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of the shares of
Invitrogen Corp. by Mr. Engelhorn directly. The shares held indirectly in
the Invitrogen ESOP are subject to the rules and terms of the ESOP Plan
documents;
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer. There are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Engelhorn and
any person with respect to any securities of Invitrogen Corp.
Item 7. Material to be Filed as Exhibits. None.
After reasonable 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.
Date:
Sept 9, 1999
Signature:
/s/ Sheldon C. Engelhorn
Sheldon C. Engelhorn
Title:
