<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INVITROGEN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2836 33-0373077
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>
1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
(760) 603-7200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
JAMES R. GLYNN
CHIEF FINANCIAL OFFICER
INVITROGEN CORPORATION
1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
(760) 603-7200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
CAMERON JAY RAINS, ESQ. MICHAEL W. HALL, ESQ.
JEFFREY T. BAGLIO, ESQ. HOWARD L. ARMSTRONG, ESQ.
Gray Cary Ware & Freidenrich LLP Latham & Watkins
4365 Executive Drive, Suite 1600 701 "B" Street, Suite 2100
San Diego, CA 92121 San Diego, CA 92101
(858) 677-1400 (619) 236-1234
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-87085
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value...... 1,035,000 shares $25.00 $25,875,000 $7,194
</TABLE>
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-87085)
Invitrogen Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-87085) declared effective on October 26,
1999 by the Securities and Exchange Commission, including each of the documents
filed by the Company with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to wire transfer the filing fee of $7,194 for this Registration
Statement, (ii) the Company will not revoke such instructions and (iii) the
Company has sufficient funds in its account to cover the amount of such filing
fee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carlsbad, County of San
Diego, State of California, on the 27th day of October, 1999.
<TABLE>
<S> <C> <C>
INVITROGEN CORPORATION
By: *
-----------------------------------------
James R. Glynn
Executive Vice President, Chief Financial
Officer and Director
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
President, Chief Executive
* Officer and Chairman of the
-------------------------------------- Board of Directors October 27, 1999
Lyle C. Turner (PRINCIPAL EXECUTIVE OFFICER)
Executive Vice President, Chief
* Financial Officer and
-------------------------------------- Director October 27, 1999
James R. Glynn (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
*
-------------------------------------- Executive Vice President and October 27, 1999
David E. McCarty Director
*
-------------------------------------- Director October 27, 1999
Bradley G. Lorimier
*
-------------------------------------- Director October 27, 1999
Donald W. Grimm
*
-------------------------------------- Director October 27, 1999
Kurt R. Jaggers
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
*
-------------------------------------- Director October 27, 1999
Jay M. Short
*
-------------------------------------- Director October 27, 1999
Lewis J. Shuster
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ WARNER R. BROADDUS
---------------------------------
Warner R. Broaddus October 27, 1999
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants
23.2 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1)
</TABLE>
<PAGE>
EXHIBIT 5.1
[Gray Cary Ware Freidenrich LLP Letterhead]
Our File No:
104104-154848
October 26, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Invitrogen Corporation Registration Statement on Form S-1, No. 333-87085
- ----------------------------------------------------------------------------
Ladies and Gentlemen:
As counsel to Invitrogen Corporation (the "Company") we are rendering this
opinion in connection with a proposed sale of those certain shares of the
Company's newly-issued Common Stock as set forth in the Registration
Statement on Form S-1 to which this opinion is being filed as Exhibit 5.1
(collectively, the "Shares"). We have examined all instruments, documents and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to
us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.
Based on such examination, we are of the opinion that the Shares identified in
the above-referenced Registration Statement will be, upon effectiveness of the
Registration Statement and receipt by the Company of payment therefor, validly
authorized, legally issued, fully paid, and nonassessable. We hereby consent to
the filing of this opinion as an exhibit to the above-referenced Registration
Statement, and to the use of our name wherever it appears in said Registration
Statement, including the Prospectus constituting a part thereof, as originally
filed or as subsequently amended.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH
- --------------------------------
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
of Invitrogen Corporation included in this registration statement and to all
references to our Firm included in or made a part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
San Diego, California
October 25, 1999
