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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) August 17, 1999
INVITROGEN CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-25317 33-0373077
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1600 FARADAY AVENUE, CARLSBAD, CA 92008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (760) 603-7200
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. Acquisition Or Disposition Of Assets
On August 17, 1999, Invitrogen Corporation ("Invitrogen") completed a
merger pursuant to which NOVEX, a California corporation ("NOVEX"), became a
wholly owned subsidiary of Invitrogen. NOVEX is involved in producing and
supplying protein and nucleic acid electrophoresis, detection and analysis
products used in molecular biology. Upon completion of the merger, each share of
NOVEX stock was converted into the right to receive a fraction of a share of
Invitrogen common stock equal to an exchange ratio of .23188 and each
outstanding option to purchase NOVEX common stock was converted into the right
to purchase a fraction of a share of Invitrogen common stock equal to the same
exchange ratio. The exchange ratio was calculated by dividing 3,000,000 by the
sum of (i) the total number of shares of NOVEX common stock outstanding
immediately prior to the effective time of the merger and (ii) the number of
shares of NOVEX common stock issuable upon exercise of all NOVEX stock options
outstanding on the day immediately preceding the effective time of the merger.
The exchange ratio was based on (i) the negotiated value of NOVEX, (ii) the
number of NOVEX shares and options outstanding, and (iii) the recent market
price of Invitrogen Common Stock. Invitrogen intends to continue NOVEX's
operations as part of Invitrogen's business segment. A total of 3,000,000 shares
of Invitrogen Common Stock are issuable to the shareholders and optionholders of
NOVEX as a result of the exchange of securities in the merger.
ITEM 7. Financial Statements And Exhibits
(a) Financial Statements of NOVEX.
The following Financial Statements of NOVEX will be filed by
amendment: 1) NOVEX audited (i) Consolidated Balance Sheets as
of March 31, 1999 and 1998; (ii) Consolidated Statements of
Income for the years ended March 31, 1999, 1998 and 1997;
(iii) Consolidated Statements of Stockholders' Equity for the
years ended March 31, 1999, 1998 and 1997; (iv) Consolidated
Statements of Cash Flows for the years ended March 31, 1999,
1998 and 1997; and related Notes to Consolidated Financial
Statements; and 2) NOVEX unaudited (i) Consolidated Balance
Sheet as of June 30, 1999; (ii) Consolidated Statements of
Income for the three months ended June 30, 1999 and 1998; and
(iii) Consolidated Statements of Cash Flows for the three
months ended June 30, 1999 and 1998.
(b) Pro forma financial information.
The following pro forma financial information will be filed by
amendment: Invitrogen Corporation and NOVEX Unaudited Pro
Forma (i) Combined Balance Sheet as of June 30, 1999; (ii)
Combined Statements of Income for the six months ended June
30, 1999 and 1998 and for the years ended December 31, 1998,
1997 and 1996; and (iii) related Notes to Combined Financial
Statements.
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(c) Exhibits.
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Reorganization dated as of June
14, 1999 by and among Invitrogen Corporation, Invo
Merger Corporation, and NOVEX. Schedules and similar
attachments to this Exhibit have not been filed; upon
request, Invitrogen will furnish supplementally to
the Commission a copy of any omitted schedule.
Incorporated by reference from Annex A to the
Registration Statement on Form S-4 (Commission File
No. 333-82593).
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.
Date: August 31, 1999 INVITROGEN CORPORATION
By: /s/ James R. Glynn
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James R. Glynn
Chief Financial Officer
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INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Reorganization dated as of June
14, 1999 by and among Invitrogen Corporation, Invo
Merger Corporation, and NOVEX. Schedules and similar
attachments to this Exhibit have not been filed; upon
request, Invitrogen will furnish supplementally to
the Commission a copy of any omitted schedule.
Incorporated by reference from Annex A to the
Registration Statement on Form S-4 (Commission File
No. 333-82593).
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