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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INVITROGEN CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 33-0373077
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
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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
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:
JEFFREY T. BAGLIO, ESQ.
MARTY B. LORENZO, ESQ.
LAURA G. SAND, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
4365 EXECUTIVE DRIVE, SUITE 1600
SAN DIEGO, CA 92121-2189
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE(1)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 1,500,000 $76.84 $115,265,625 $28,816
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act"), and based on the high and low sale prices for the
Common Stock on the NASDAQ National Market on December 21, 2000.
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 SUCH SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
INVITROGEN CORPORATION
1,500,000 SHARES OF COMMON STOCK
This prospectus relates to 1,500,000 shares of common stock of Invitrogen
Corporation, a Delaware corporation ("Invitrogen" or the "Company"), held by
certain stockholders who may offer for sale shares of our common stock at any
time, at market prices prevailing at the time of sale or at privately negotiated
prices. The selling stockholders may sell the common stock directly to
purchasers or through underwriters, broker-dealers or agents, that may receive
compensation in the form of discounts, concessions or commissions. We will not
receive any proceeds from this offering.
Our common stock is quoted on the Nasdaq National Market under the symbol
"IVGN." On December 27, 2000, the last reported sale price for our common stock
as quoted on the Nasdaq National Market was $80.63 per share.
Investing in the common stock involves risk. See "Risk Factors" beginning on
page 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 28, 2000.
<PAGE>
TABLE OF CONTENTS
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PAGE
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<S> <C>
Summary..................................................... 1
Risk Factors................................................ 3
Forward-Looking Statements.................................. 14
Use of Proceeds............................................. 14
Description of Capital Stock................................ 15
Selling Stockholders........................................ 18
Plan of Distribution........................................ 19
Legal Matters............................................... 20
Experts..................................................... 20
Available Information....................................... 21
Incorporation of Certain Documents by Reference............. 21
</TABLE>
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We were incorporated in California in 1989, and reincorporated in Delaware
in 1997. Our principal executive offices are located at 1600 Faraday Avenue,
Carlsbad, California 92008 and our phone number is (760) 603-7200. We maintain a
website at www.invitrogen.com. Our website is not a part of this Prospectus.
You should rely only on the information contained or incorporated by
reference in this amended prospectus and in any accompanying prospectus
supplement. No one has been authorized to provide you with different
information.
The common stock is not being offered in any jurisdiction where the offer is
not permitted.
You should not assume that the information is this amended prospectus or any
prospectus supplement is accurate as of any date other than the respective dates
on the front of those documents.
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INVITROGEN CORPORATION
YOU SHOULD READ THE FOLLOWING INFORMATION REGARDING INVITROGEN AND THE
COMMON STOCK BEING SOLD IN THIS OFFERING APPEARING ELSEWHERE IN THIS PROSPECTUS
AND IN THE DOCUMENTS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE.
We develop, manufacture, and market more than 10,000 products for the life
sciences markets. Our products are principally research tools in reagent and kit
form, biochemicals, sera, media and other products and services we sell to
corporate, academic, and government entities. We focus our business on two
principal segments:
- Cell and Molecular Biology Products. We are a leading supplier of research
kits that simplify and improve gene cloning, gene expression, and gene
analysis techniques. We also supply a full range of related molecular
biology products including enzymes, nucleic acids and other biochemicals
and reagents.
- Cell Culture Products. We are also a leading supplier of sera, cell and
tissue culture media and reagents used in both life sciences research and
in processes to grow cells in the laboratory and to produce
pharmaceuticals and other materials made by cultured cells.
Our Cell Culture and Molecular Biology Products are used for research
purposes, and, with several exceptions in a limited portion of our product line,
their use by our customers is not regulated by the United States Food and Drug
Administration (FDA) or by any comparable international organization. We expect
that the number of such customers regulated by the FDA and the number of Cell
Culture and Molecular Biology products affected by such regulation will increase
in the future. Some of our Cell Culture Products and manufacturing sites are
subject to FDA regulation and oversight and are required to comply with the
Quality System Regulations (GMPs) described in the Code of Federal Regulations.
Additionally some of these same sites and products are intended to comply with
certain voluntary quality programs such as ISO 9001.
We manufacture the majority of our products in our manufacturing facilities
in Carlsbad and San Diego, California; Frederick, Maryland; Grand Island, New
York; and Inchinnan, Scotland. In addition, we purchase products from
third-party manufacturers for resale. We also have manufacturing facilities in
Germany, New Zealand, Japan, Brazil, and Israel.
We sell our products throughout the world via subsidiaries and distributors
in a number of foreign countries. The majority of our sales activities are
conducted through a dedicated direct sales organization located in the United
States and a number of foreign countries. We also conduct marketing and
distribution activities through our subsidiaries. Additionally we sell through
international distributors who resell Invitrogen kits and other products. These
distributors are located primarily in selected territories in Europe, the Middle
East, South America and Asia. We may choose in the future to establish a direct
sales organization in these and additional territories.
We conduct research activities in the United States, New Zealand, and France
and business development activities around the world. As part of these
activities we actively seek to license intellectual property from academic,
government, and commercial institutions.
Our revenues, excluding those from our Life Technologies division, have
increased significantly since our inception and from 1995 to 1999 we have
experienced compound annual revenue growth of 29%. The increase in our revenues
has been due to several factors, including:
- the continued growth of the market for gene identification, cloning,
expression, and analysis kits, other products and related services;
- increasing market acceptance of these kits and products;
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- our introduction of new research kits and products for gene
identification, cloning, expression, and analysis; and
- the expansion of our direct sales and marketing efforts.
We plan to continue to introduce new research kits, as we believe continued
new product development and rapid product introduction is a critical competitive
factor in the market for molecular biology research kits. In order to support
increased levels of sales and to augment our long-term competitive position, we
anticipate that we will continue to increase expenditures in sales and
marketing, manufacturing and research and development.
We currently manufacture products for inventory and ship products shortly
after the receipt of orders, and anticipate that we will do so in the future.
Accordingly, we currently do not have a significant backlog and do not
anticipate we will develop a material backlog in the future.
We have acquired a significant number of patent rights from third parties as
part of our business activities. We use these patent rights as a basis for the
development of many of our research kits and other products. In the past, we
have paid royalties to such third parties relating to sales of these research
kits, other products and selected services. Royalty expense is recognized as a
cost of revenue as the related royalties are incurred.
On February 2, 2000, and June 21, 2000, we completed our mergers with
Research Genetics and Ethrog, respectively. Both transactions have been
accounted for as pooling of interests and the consolidated financial statements
have been restated for all periods prior to the mergers to reflect the combined
financial and operating results of Invitrogen, Research Genetics and Ethrog.
On September 14, 2000, we completed our mergers with Life
Technologies, Inc. and Dexter Corporation. Substantially all of the businesses
and operations of Dexter were sold prior to the closing of the mergers. Both
transactions have been accounted for as purchases and, accordingly, the results
of operations have been included in the accompanying financial statements from
the date of acquisition, which significantly affects the comparability of the
financial information presented.
We are in the process of reorganizing into two lines of business, a
Molecular Biology division and a Cell Culture division. Full segment reporting
will begin in 2001. However, we intend to provide pro forma revenues and growth
rates for these two lines of business in our fourth quarter results.
We anticipate that our results of operations may fluctuate from quarter to
quarter and will be difficult to predict. The timing and degree of fluctuation
will depend upon several factors, including those discussed under "Risk
Factors." In addition, our results of operations could be affected by the timing
of orders from distributors and the mix of sales among distributors and our
direct sales force. Although we have experienced growth in recent years, we
cannot assure you that we will be able to sustain revenue growth or remain
profitable on a quarterly or annual basis or that our growth will be consistent
with predictions made by securities analysts.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, TOGETHER WITH OTHER
MATTERS DESCRIBED IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE, BEFORE
MAKING AN INVESTMENT IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCURS,
OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY
ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT. THE RISKS DESCRIBED
BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO US
OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.
CERTAIN STATEMENTS IN THIS PROSPECTUS (INCLUDING CERTAIN OF THE FOLLOWING
FACTORS) CONSTITUTE FORWARD-LOOKING STATEMENTS. PLEASE REFER TO THE SECTION
ENTITLED "FORWARD-LOOKING STATEMENTS."
FAILURE TO INTEGRATE SUCCESSFULLY LIFE TECHNOLOGIES AND OTHER COMPANIES INTO OUR
OPERATIONS COULD REDUCE OUR REVENUES AND PROFITS.
We completed our merger with Life Technologies on September 14, 2000. In
addition, over the past year Invitrogen has acquired Dexter Corporation, NOVEX,
Research Genetics, Inc. and Ethrog Biotechnologies, Inc. Our integration of the
operations of Life Technologies and these previously-acquired companies will
require significant efforts from each company, including the coordination of
research and development and sales and marketing efforts. We may find it
difficult to integrate the operations of these acquired companies. A number of
Life Technologies employees have left the Company or have been terminated, and
others may leave or be terminated because of the merger. Under the terms of the
Change-In-Control Agreements of certain of these former employees, we will be
required to make significant lump sum cash payments and will be required to
maintain certain benefits for a two-year period. Additional employee
terminations or resignations or facility closures may require us to make
additional severance or other payments and may result in litigation.
Our U.S. headquarters and the bulk of our other operations are located in
Carlsbad, California. The headquarters of our Life Technologies division is
currently located in Rockville, Maryland, Research Genetics is located in
Huntsville, Alabama and Ethrog is located in Israel. Although we have announced
plans to sell the Rockville facility and relocate the operations currently
conducted there to our facilities in Frederick, Maryland, Grand Island, New York
and Carlsbad, California, our facilities will still be physically separate from
one another. The fact that our facilities are physically separated could make it
difficult for us to communicate effectively with, manage and integrate these
companies(1) staffs and operations with the rest of Invitrogen. Such
difficulties could significantly hurt our operations and consequently our
financial results.
Management may have its attention diverted while trying to integrate Life
Technologies and these other companies. Such diversion of management's attention
or difficulties in the transition process could have a material adverse impact
on us. If we are not able to integrate the operations of all these companies
successfully, our expectations of future results of operations may not be met.
Factors that will affect the success of the mergers include:
- changes in the favorable market reaction to the combined companies'
significant products;
- competitive factors, including technological advances attained by
competitors and patents granted to, or contested by competitors, which
would result in increased efficiency in their ability to compete against
us;
- the ability of the combined company to increase sales of all such
companies' products; and the ability of the combined company to operate
efficiently and achieve cost savings.
Even if the companies are able to integrate operations, we cannot assure you
that synergies will be achieved. The failure to achieve synergies could have a
material adverse effect on the business results of operations and financial
condition of the combined company.
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FAILURE TO MANAGE GROWTH COULD IMPAIR OUR BUSINESS.
Our business has grown rapidly. Our net revenues increased from
$55.3 million in 1997 to $92.9 million in 1999. During that same period we
significantly expanded our operations in the United States and in Europe. The
number of our employees increased from approximately 272 at December 31, 1996 to
approximately 713 at July 31, 2000. As a result of the merger with Life
Technologies, the Company has approximately 2,800 employees and approximately
$516 million in pro forma 1999 revenues.
It is difficult to manage this rapid growth and our future success depends
on our ability to implement:
- research and product development;
- sales and marketing programs;
- customer support programs;
- operational and financial control systems; and
- recruiting and training of new personnel.
Our ability to offer products and services successfully and to implement our
business plan in a rapidly evolving market requires an effective planning,
reporting and management process. We expect that we will need to continue to
improve our financial and managerial controls, reporting systems and procedures,
and to expand and train our workforce worldwide. We will also need to continue
to manufacture our products efficiently and to control or adjust the expenses
related to research and development, marketing, sales and general and
administrative activities in response to changes in revenues. If we are not
successful in managing such expenses there could be an adverse impact on our
earnings.
Our merger with Life Technologies will require additional investments in
operations, product research and development, administration and sales and
marketing. These are significant expenses. Failure to manage successfully and
coordinate the growth of the combined company could adversely impact our
revenues and profits.
REDUCTION IN RESEARCH AND DEVELOPMENT BUDGETS AND GOVERNMENT FUNDING MAY AFFECT
SALES.
Our customers include researchers at pharmaceutical and biotechnology
companies, academic institutions and government and private laboratories.
Fluctuations in the research and development budgets of these researchers and
their organizations could have a significant effect on the demand for our
products. Research and development budgets fluctuate due to changes in available
resources, mergers of pharmaceutical and biotechnology companies, spending
priorities and institutional budgetary policies. Our business could be seriously
damaged by any significant decrease in life sciences research and development
expenditures by pharmaceutical and biotechnology companies, academic
institutions or government and private laboratories.
In recent years, the pharmaceutical industry has undergone substantial
downsizing and consolidation. Additional mergers or corporate consolidations in
the pharmaceutical industry could cause us to lose existing customers and
potential future customers, which could have a material adverse effect on our
business, financial condition and results of operations.
A significant portion of our sales have been to researchers, universities,
government laboratories and private foundations whose funding is dependent upon
grants from government agencies such as the U.S. National Institutes of Health
(NIH) and similar domestic and international agencies. Although the level of
research funding has increased during the past several years, we cannot assure
you that this trend will continue. Government funding of research and
development is subject to the political
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process, which is inherently fluid and unpredictable. Our revenues may be
adversely affected if our customers delay purchases as a result of uncertainties
surrounding the approval of government budget proposals. Also, government
proposals to reduce or eliminate budgetary deficits have sometimes included
reduced allocations to the NIH and other government agencies that fund research
and development activities. A reduction in government funding for the NIH or
other government research agencies could seriously damage our business.
Our customers generally receive funds from approved grants at particular
times of the year, as determined by the U.S. federal government. In the past,
grants have been frozen for extended periods or have otherwise become
unavailable to various institutions without advance notice. The timing of the
receipt of grant funds affects the timing of purchase decisions by our customers
and, as a result, can cause fluctuations in our sales and operating results.
FAILURE TO LICENSE NEW TECHNOLOGIES COULD IMPAIR OUR NEW PRODUCT DEVELOPMENT.
Our business model of providing products to researchers working on a variety
of genetic and related projects requires us to develop a wide spectrum of
products. To generate broad product lines it is advantageous sometimes to
license technologies from the scientific community at large rather than
depending exclusively on the inventions of our own employees. As a result, we
believe our ability to in-license new technologies from third parties is and
will continue to be critical to our ability to offer new products. A significant
portion of our current revenues are from products manufactured or sold under
licenses from third parties.
From time to time we are notified or become aware of patents held by third
parties which are related to technologies we are selling or may sell in the
future. After a review of these patents, we may decide to obtain a license for
these technologies from such third parties. We are currently in the process of
negotiating several such licenses and expect that we will also negotiate these
types of licenses in the future. There can be no assurances that we will be able
to negotiate such licenses on favorable terms, or at all.
Our ability to gain access to technologies needed for new products and
services depends in part on our ability to convince inventors and their agents
or assignees that we can successfully commercialize their inventions. We cannot
assure you that we will be able to continue to identify new technologies
developed by others. Even if we are able to identify new technologies of
interest, we may not be able to negotiate a license on favorable terms, or at
all.
LOSS OF LICENSES COULD HURT OUR PERFORMANCE.
Some of our licenses do not run for the length of the underlying patent. We
may not be able to renew our existing licenses on favorable terms, or at all. If
we lose the rights to a patented technology, we may need to stop selling certain
of our products, redesign our products or lose a competitive advantage.
Potential competitors could in-license technologies that we fail to license and
potentially erode our market share for certain products.
Our licenses typically subject us to various commercialization, sublicensing
and other obligations. If we fail to comply with these requirements we could
lose important rights under a license, such as the right to exclusivity in a
certain market. In some cases, we could lose all rights under a license. In
addition, certain rights granted under the license could be lost for reasons out
of our control. For example, the licensor could lose patent protection for a
number of reasons, including invalidity of the licensed patent. We typically do
not receive indemnification from a licensor against third-party claims of
intellectual property infringement in the practice of the licensed technology.
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AS A RESULT OF THE OFFERING OF CONVERTIBLE NOTES, WE HAVE A SIGNIFICANT AMOUNT
OF DEBT AND MAY HAVE INSUFFICIENT CASH TO SATISFY OUR DEBT SERVICE OBLIGATIONS,
EITHER OF WHICH COULD IMPEDE OUR OPERATIONS AND FLEXIBILITY.
In March, 2000 we sold $172.5 million of convertible notes to qualified
institutional buyers. As a result of this offering, we have a significant amount
of debt and debt service obligations. If we are unable to generate sufficient
cash flow or otherwise obtain funds necessary to make required payments on the
convertible notes, including from cash and cash equivalents on hand, we will be
in default under the terms of the indenture which could, in turn, cause defaults
under our other existing and future debt obligations.
Even if we are able to meet our debt service obligations, the amount of debt
we have could adversely affect us in a number of ways, including by:
- limiting our ability to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements, or other
purposes;
- limiting our flexibility in planning for, or reacting to, changes in our
business;
- placing us at a competitive disadvantage relative to our competitors who
have lower levels of debt;
- making us more vulnerable to a downturn in our business or the economy
generally; and
- requiring us to use a substantial portion of our cash to pay principal and
interest on our debt, instead of contributing those funds to other
purposes such as working capital and capital expenditures.
OUR MARKET SHARE DEPENDS ON NEW PRODUCT INTRODUCTIONS AND ACCEPTANCE.
The market for certain of our products and services is only about fifteen
years old. Rapid technological change and frequent new product introductions are
typical for the market. For example, prepackaged kits to perform research in
particular cell lines and already-isolated genetic material are only now coming
into widespread use among researchers. Our future success will depend in part on
continuous, timely development and introduction of new products that address
evolving market requirements. We believe successful new product introductions
provide a significant competitive advantage because customers make an investment
of time in selecting and learning to use a new product, and are reluctant to
switch thereafter. To the extent that we fail to introduce new and innovative
products, we may lose market share to our competitors, which will be difficult
or impossible to regain. An inability, for technological or other reasons, to
develop successfully and introduce new products could reduce our growth rate or
otherwise damage our business.
We have made a substantial investment in developing the technology
underlying Invitrogenomics products and services. The products portion of
Invitrogenomics was launched commercially in 1998, and has not achieved
significant revenues. We cannot be sure that Invitrogenomics will achieve any
commercial success or that revenues will equal or exceed the cost of our
investment.
In the past Invitrogen has experienced, and is likely to experience in the
future, delays in the development and introduction of products. We cannot assure
you that we will keep pace with the rapid rate of change in life sciences
research, or that our new products will adequately meet the requirements of the
marketplace or achieve market acceptance. Some of the factors affecting market
acceptance of new products include:
- availability, quality and price relative to competitive products;
- the timing of introduction of the product relative to competitive
products;
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- scientists' opinions of the product's utility;
- citation of the product in published research; and
- general trends in life sciences research.
The expenses or losses associated with unsuccessful product development
activities or lack of market acceptance of our new products could materially
adversely affect our business, financial condition and results of operations.
INABILITY TO PROTECT OUR TECHNOLOGIES COULD AFFECT OUR ABILITY TO COMPETE.
Our success depends to a significant degree upon our ability to develop
proprietary products and technologies. However, we cannot assure you that
patents will be granted on any of our patent applications. We also cannot assure
you that the scope of any of our issued patents will be sufficiently broad to
offer meaningful protection. We only have patents issued in selected countries.
Therefore, third parties can make, use, and sell products covered by our patents
in any country in which we do not have patent protection. In addition, our
issued patents or patents we license could be successfully challenged,
invalidated or circumvented so that our patent rights would not create an
effective competitive barrier. We license the right to use our products to our
customers under label licenses that are for research purposes only. These
licenses could be contested and we cannot assure you that we would either be
aware of an unauthorized use or be able to enforce the restrictions in a
cost-effective manner. Our Life Technologies division has incurred substantial
costs in enforcing its intellectual property rights in the past, and we expect
to incur such costs in the future.
DISCLOSURE OF TRADE SECRETS COULD AID OUR COMPETITORS.
We attempt to protect our trade secrets by entering into confidentiality
agreements with third parties, our employees and consultants. However, these
agreements can be breached and, if they are, there may not be an adequate remedy
available to us. If our trade secrets become known we may lose our competitive
position.
INTELLECTUAL PROPERTY OR OTHER LITIGATION COULD HARM OUR BUSINESS.
Litigation regarding patents and other intellectual property rights is
extensive in the biotechnology industry. We are aware that patents have been
applied for and, in some cases, issued to others claiming technologies which are
closely related to ours. As a result, and in part due to the ambiguities and
evolving nature of intellectual property law, we periodically receive notices of
potential infringement of patents held by others. Although we have to date
successfully resolved these types of claims, we may not be able to do so in the
future.
Our Life Technologies division is currently involved in patent litigation,
and in the event of additional intellectual property disputes we may be involved
in further litigation. Such litigation could involve proceedings before the U.S.
Patent and Trademark Office or the International Trade Commission, as well as
proceedings brought by affected third parties or by the Company. Intellectual
property litigation can be extremely expensive, and such expense, as well as the
consequences should we not prevail, could seriously harm our business.
If a third party claimed an intellectual property right to technology we
use, we might need to discontinue an important product or product line, alter
our products and processes, pay license fees or cease certain activities.
Although we might under these circumstances attempt to obtain a license to such
intellectual property, we may not be able to do so on favorable terms, or at
all.
In addition to intellectual property litigation, other substantial, complex
or extended litigation could result in large expenditures by us and distraction
of our management. For example, lawsuits by
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employees, stockholders, collaborators, distributors, customers, or end-users of
our products or services could be very costly and substantially disrupt our
business. Disputes from time to time with such companies or individuals are not
uncommon and we cannot assure you that we will always be able to resolve them
out of court.
In particular, in acquiring Dexter Corporation, we assumed certain of
Dexter's liabilities, ongoing disputes and litigation. These include personal
injury, workers' compensation, automobile, environmental, warranty and product
liabilities claims, among others. While we believe that Dexter had adequately
reserved and/or had adequate insurance for the cost of such liabilities, we
anticipate purchasing additional insurance to safeguard our assets. Unexpected
costs could exceed stated reserves and insurance, however, requiring us to
allocate additional funds and other resources to address Dexter's liabilities.
VIOLATION OF GOVERNMENT REGULATIONS OR VOLUNTARY QUALITY PROGRAMS COULD RESULT
IN LOSS OF SALES AND CUSTOMERS.
Certain Cell Culture products that our Life Technologies division
manufactures are labeled for in vitro diagnostic use and as such are regulated
by the U.S. Food and Drug Administration (FDA) as medical devices. As such, we
must register with the FDA as a medical device manufacturer and comply with the
Quality System Regulation (GMP). As a registered medical device manufacturer,
our Life Technologies division must also comply with other regulations such as
regulations relating to Medical Device Reporting and Labeling. Failure to comply
with these regulations can lead to sanctions by the FDA such as observations
made following inspections, warning letters, product recalls, fines, product
seizures and consent decrees. Such actions by the FDA would be available to the
public and could affect our ability to sell products labeled for in vitro
diagnostic use and our ability to sell products to industrial customers engaged
in the manufacture of pharmaceuticals.
Additionally, some of our customers use our products in the manufacturing
process for their drug and medical device products, and such end products are
regulated by the FDA under cGMP. Although the customer is ultimately responsible
for cGMP compliance for their products, it is also the customers' expectation
that the materials sold to them will meet the cGMP requirements.
ISO 9001 is an internationally recognized voluntary quality standard that
requires compliance with a variety of quality requirements somewhat similar to
GMPs. The operations of our Life Technologies division, at virtually all of its
manufacturing facilities, comply with ISO 9001. Failure to comply with this
voluntary standard can lead to observations of non-compliance or even suspension
of ISO certification by the certifying unit. If we lose ISO certification, this
loss could cause some customers to purchase products from other suppliers.
LOSS OF KEY PERSONNEL COULD HURT OUR BUSINESS.
Our products and services are highly technical in nature. In general only
highly qualified and trained scientists have the necessary skills to develop and
market our products and provide our services. We face intense competition for
these professionals from our competitors and our customers, marketing partners
and companies throughout our industry. We do not generally enter into employment
agreements requiring these employees to continue in our employment for any
period of time. Any failure on our part to hire, train, and retain a sufficient
number of qualified professionals would seriously damage our business.
COMPETITION IN THE LIFE SCIENCES RESEARCH MARKET COULD REDUCE SALES.
The markets for our products are very competitive and price sensitive. Other
life science research product suppliers have significant financial, operational,
sales and marketing resources, and experience in research and development. These
and other companies may have developed or could in the future
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develop new technologies that compete with our products or even render our
products obsolete. If a competitor develops superior technology or
cost-effective alternatives to our kits and other products, our business,
operating results, and financial condition could be materially adversely
affected.
The market for our electrophoresis products is also subject to specific
competitive risks. This market is highly price competitive. Our competitors have
competed in the past by lowering prices on certain products, and they may do so
in the future. In certain cases, we may respond by lowering our prices which
would reduce revenues and profits. Conversely, failure to anticipate and respond
to price competition may hurt our market share.
We believe that customers in our markets display a significant amount of
loyalty to their initial supplier of a particular product. Therefore, it may be
difficult to generate sales to customers who have purchased products from
competitors. To the extent we are unable to be the first to develop and supply
new products, our competitive position will suffer.
LOSS OF DISTRIBUTORS MAY HURT OUR SALES, AND DISTRIBUTORS MAY FORCE US TO USE
MORE EXPENSIVE MARKETING AND DISTRIBUTION CHANNELS.
As a result of the merger with Life Technologies, we now have overlapping
distributorship arrangements in some countries. As we go through the process of
closing out our relationship with certain distributors, the attention given by
such distributors to sales of our products may be diminished and the level of
sales of our products in the affected countries may be reduced.
Certain of our customers have developed purchasing initiatives to reduce the
number of vendors from which they purchase in order to lower their supply costs.
In some cases these accounts have established agreements with large
distributors, which include discounts and the distributors' direct involvement
with the purchasing process. These activities may force us to supply the large
distributors with our products at a discount to reach those customers. For
similar reasons many larger customers, including the U.S. government, have
requested and may in the future request, special pricing arrangements, including
blanket purchase agreements. These agreements may limit our pricing flexibility,
especially with respect to electrophoresis products, custom oligonucleotides,
amplification products, and fetal bovine serum, which could have an adverse
impact on our business, financial condition and results of operations. For a
limited number of customers we have made sales, at the customer's request,
through third-party Internet vendors. Although Internet sales through third
parties have not had a significant impact to date, it is possible that this
method of distribution could have a negative impact on our gross margins,
because any commission paid on Internet sales would be an additional cost not
incurred through the use of non-Internet vendors.
WE RELY ON THIRD-PARTY MANUFACTURERS TO MANUFACTURE SOME OF OUR PRODUCTS AND
COMPONENTS.
We rely on third-party manufacturers to supply many of our raw materials,
product components, and in some cases, entire products. In particular, we
purchase all of the cassettes used in our pre-cast electrophoresis gels from a
single third-party manufacturer. Also, we have contracted with an outside vendor
for the production of our PowerEase instrument products. Manufacturing problems
may occur with these and other outside sources. If such problems occur, there
can be no assurance that we will be able to manufacture our products profitably
or on time.
INTERNATIONAL UNREST OR FOREIGN CURRENCY FLUCTUATIONS COULD ADVERSELY AFFECT OUR
RESULTS.
Including subsidiaries and distributors, our products are currently marketed
in over 60 countries throughout the world. Our international revenues, which
include revenues from our non-U.S. subsidiaries and export sales, represented
31% of our product revenues in 1999 and 1998, and 26% in 1997. We expect that
international revenues will continue to account for a significant percentage of
our revenues for the foreseeable future.
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There are a number of risks arising from our international business,
including:
- general economic and political conditions in the markets in which we
operate;
- potential increased costs associated with overlapping tax structures;
- potential trade restrictions and exchange controls;
- more limited protection for intellectual property rights in some
countries;
- difficulties and costs associated with staffing and managing foreign
operations;
- uncertain effects of the movement in Europe to a unified currency;
- slower growth in the European market before the unified currency is fully
adopted;
- unexpected changes in regulatory requirements;
- the difficulties of compliance with a wide variety of foreign laws and
regulations;
- longer accounts receivable cycles in certain foreign countries; and
- import and export licensing requirements.
A significant portion of our business is conducted in currencies other than
the U.S. dollar, which is our reporting currency. We recognize foreign currency
gains or losses arising from our operations in the period incurred. As a result,
currency fluctuations among the U.S. dollar and the currencies in which we do
business have caused and will continue to cause foreign currency transaction
gains and losses. We cannot predict the effects of exchange rate fluctuations
upon our future operating results because of the number of currencies involved,
the variability of currency exposures, and the potential volatility of currency
exchange rates. We engage in foreign exchange hedging transactions to manage our
foreign currency exposure, but we cannot assure you that our strategies will
adequately protect our operating results from the effects of exchange rate
fluctuations.
The Asia/Pacific region in the past has experienced unstable economic
conditions and significant devaluation in its currencies. The economic situation
in the region may result in slower payments of outstanding receivable balances.
To date this region has not represented a significant portion of our revenues,
except in the Life Technologies division. However, to the extent the
Asia/Pacific region becomes increasingly important, or to the extent factors
affecting the region begin to affect other geographic locations, our business
could be damaged.
IF WE, OR OUR CUSTOMERS OR VENDORS, ARE UNABLE TO UPGRADE OUR FINANCIAL SYSTEMS
TO BE ABLE TO PROCESS ORDERS AND INVOICES IN THE EURO, OUR BUSINESS, OPERATING
RESULTS AND FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED.
Companies operating in or conducting business in European Economic Community
(EEC) member states must ensure that their financial and other software systems
are capable of processing transactions and properly handling the existing
currencies, as well as the Euro. Approximately 18% of the revenues from our Life
Technologies division and its former subsidiaries are from EEC member states.
The current version of financial and order processing systems at Life
Technologies are not able to process orders and invoices in the Euro. We have
established a project plan to upgrade the software to a Euro compliant version
by mid-year 2001. We cannot assure you that we will be able to accomplish this
plan as we have scheduled or by the January 1, 2002 deadline set by the EEC.
Additionally, we have not determined the costs related to any problems that may
arise in the future due to the inability of any of our customers or vendors to
comply with the statutory requirements. Any such problems may materially
adversely affect our business, operating results and financial condition.
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THE MARKET PRICE OF OUR STOCK AND THE CONVERTIBLE NOTES COULD BE VOLATILE, WHICH
MAY IMPAIR YOUR INVESTMENT.
The market price of our common stock has been subject to volatility and, in
the future, the market price of our common stock and the convertible notes may
fluctuate substantially due to a variety of factors, including:
- quarterly fluctuations in our operating and earnings per share results;
- technological innovations or new product introductions by us or our
competitors;
- economic conditions;
- disputes concerning patents or proprietary rights;
- changes in earnings estimates by market research analysts;
- sales of common stock by existing holders;
- loss of key personnel; and
- securities class action or other litigation.
The market price for our common stock and the convertible notes may also be
affected by our ability to meet analyst's expectations. Any failure to meet such
expectations, even slightly, could have an adverse effect on the market price of
our common stock and the convertible notes. In addition, the stock market is
subject to extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by many companies
for reasons unrelated to the operating performance of these companies. In the
past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
that company. If similar litigation were instituted against us, it could result
in substantial costs and a diversion of our management's attention and
resources, which could have an adverse effect on our business, results of
operations and financial condition.
OUR OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS.
The results of operations for any quarter are not necessarily indicative of
results to be expected in future periods. Our operating results have, in the
past, been, and will continue to be, subject to quarterly fluctuations as a
result of a number of factors. These factors include, but are not limited to:
- the integration of people, operations and products from acquired
businesses and technologies;
- our ability to introduce new products successfully;
- market acceptance of existing or new products;
- competitive product introductions;
- currency rate fluctuations;
- changes in customer research budgets which are influenced by the timing of
their research and commercialization efforts and their receipt of
government grants;
- our ability to manufacture our products efficiently;
- our ability to control or adjust research and development, marketing,
sales and general and administrative expenses in response to changes in
revenues; and
- the timing of orders from distributors and mix of sales among distributors
and our direct sales force.
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OUR ANTI-TAKEOVER DEFENSE PROVISIONS MAY DETER POTENTIAL ACQUIRORS AND MAY
DEPRESS INVITROGEN'S STOCK PRICE.
Certain provisions of our certificate of incorporation, by-laws and Delaware
law could be used by our incumbent management to make it substantially more
difficult for a third party to acquire control of Invitrogen. These provisions
include the following:
- we may issue preferred stock with rights senior to those of our common
stock;
- we have a classified board of directors;
- our by-laws prohibit action by written consent by stockholders;
- our Board of Directors has the exclusive right to fill vacancies and set
the number of directors;
- cumulative voting is not allowed; and
- we require advance notice for nomination of directors and for stockholder
proposals.
Our Board of Directors could also decide to adopt other anti-takeover
defenses, including, but not limited to, a stock purchase rights plan (a
so-called "poison pill"). These provisions could discourage potential takeover
attempts and could adversely affect the market price of our common stock.
ACCIDENTS RELATED TO HAZARDOUS MATERIALS COULD ADVERSELY AFFECT OUR BUSINESS.
Portions of our operations require the controlled use of hazardous and
radioactive materials. Although we believe our safety procedures comply with the
standards prescribed by federal, state, and local regulations, the risk of
accidental contamination of property or injury to individuals from these
materials cannot be completely eliminated. In the event of such an accident, we
could be liable for any damages that result, which could adversely affect our
business. Additionally, any accident could partially or completely shut down our
research and manufacturing facilities and operations.
We generate waste that must be transported to approved landfills. The
transportation and disposal of such waste are required to meet applicable state
and federal statutes and regulations. The disposal of such waste potentially
exposes us to environmental liability if, in the future, such transportation and
disposal is deemed to have violated such statutes and/or regulations or if the
landfills leak and are proved to have damaged the environment.
Furthermore, in acquiring Dexter, we assumed certain of Dexter's
environmental liabilities, including clean-up of several hazardous waste sites.
While we believe that Dexter adequately reserved and/or had adequate insurance
for the cost of such liabilities, we anticipate purchasing additional insurance
to safeguard the Company's assets. However, unexpected costs could exceed stated
reserves and insurance. This may require us to allocate additional funds and
other resources to address Dexter's environmental liabilities.
POTENTIAL PRODUCT LIABILITY CLAIMS COULD AFFECT OUR EARNINGS AND FINANCIAL
CONDITION.
We face a potential risk of liability claims based on our products or
services. We carry product liability insurance coverage which is limited in
scope and amount but which we believe to be adequate. We cannot assure you,
however, that we will be able to maintain this insurance at reasonable cost and
on reasonable terms. We also cannot assure you that this insurance will be
adequate to protect us against a product liability claim, should one arise.
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CONTROL OF INVITROGEN BY EXECUTIVE OFFICERS AND DIRECTORS MAY IMPEDE CHANGES TO
INVITROGEN OR ITS POTENTIAL SALE.
As of November 30, 2000, the President of our Research Genetics subsidiary
and his family, our executive officers and our directors collectively
beneficially owned approximately 12.3% of our outstanding common stock. These
officers and directors may therefore be able to exercise effective control of
Invitrogen. Such a concentration of ownership may have the effect of delaying or
preventing transactions resulting in a change of control of Invitrogen,
including transactions where stockholders might otherwise receive a premium for
their shares over current market prices.
ABSENCE OF DIVIDENDS COULD REDUCE OUR ATTRACTIVENESS TO INVESTORS.
Some investors favor companies that pay dividends, particularly in market
downturns. We have never declared or paid any cash dividends on our common
stock. We currently intend to retain any future earnings for funding growth and,
therefore, we do not currently anticipate paying cash dividends on our common
stock in the foreseeable future.
THIS REGISTRATION AND SUBSEQUENT SALES OF THE COMMON STOCK COULD ADVERSELY
AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW EQUITY OFFERINGS.
We are registering 1,500,000 shares, or approximately 2.9%, of our common
stock outstanding, pursuant to the registration statement of which this
prospectus is a part. The availability for sale, and future sales, of
substantial amounts of our common stock by existing stockholders could adversely
affect the prevailing market price for our common stock and could materially
impair our future ability to raise capital through an offering of equity
securities.
THERE ARE OTHER RISKS RELATED TO OUR LIFE TECHNOLOGIES DIVISION'S ONGOING
OPERATIONS.
There are additional risks related to the ongoing operation of the Life
Technologies division that differ in some respects from the risks we have faced
previously. These risks include:
- changes in pricing or availability of fetal bovine serum;
- the possibility of adverse rulings by or adverse developments in
negotiations with the government;
- litigation risks;
- potential environmental liabilities; and
- other risks detailed in the filings by Life Technologies, Inc. with the
Securities and Exchange Commission.
We cannot assure you that we will be able to manage these risks in such a
manner as will not adversely affect our business.
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FORWARD-LOOKING STATEMENTS
Any statements in this prospectus about our expectations, beliefs, plans,
objectives, assumptions or future events or performance are not historical facts
and are forward-looking statements. These statements are often, but not always,
made through the use of words or phrases such as "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates," "projects,"
"positioned," "strategy," "outlook" and similar expressions. Accordingly, these
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from the results expressed in the
statements. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this prospectus. The following
cautionary statements identify important factors that could cause our actual
results to differ materially from those projected in the forward-looking
statements made in this prospectus. Among the key factors that have a direct
impact on our results of operations are:
- the risks and other factors described under the caption "Risk Factors" in
this prospectus;
- general economic and business conditions;
- industry trends;
- our assumptions about customer acceptance, overall market penetration and
competition from providers of alternative products and services;
- our actual funding requirements; and
- availability, terms and deployment of capital.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such
forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common stock
offered by the selling stockholders.
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DESCRIPTION OF CAPITAL STOCK
The information set forth below is a general summary of our capital stock
structure. As a summary, this section is qualified and not a substitute for the
provisions of our certificate of incorporation, as amended and our by-laws, as
amended, both of which are on file with the SEC.
AUTHORIZED CAPITAL STOCK
Our authorized capital stock consists of 125,000,000 shares of common stock,
par value $0.01 per share, and 6,405,884 shares of preferred stock, par value
$0.01 per share.
COMMON STOCK
As of November 30, 2000, 51,616,335 shares of our common stock were
outstanding. In addition, 4,928,112 shares of our common stock were reserved and
available for issuance pursuant to our employee benefit plans.
The holders of our common stock are entitled to receive ratably, from funds
legally available for the payment thereof, dividends when and as declared by
resolution of the Board of Directors, subject to any preferential dividend
rights which may be granted to holders of any preferred stock authorized and
issued by the Board of Directors. Traditionally, we have not declared and paid
dividends. In the event of liquidation, each share of our common stock is
entitled to share pro rata in any distribution of our assets after payment or
providing for the payment of liabilities and any liquidation preference of any
preferred stock authorized and issued by the Board of Directors. Each holder of
our common stock is entitled to one vote for each share of our common stock held
of record on the applicable record date on all matters submitted to a vote of
shareholders, including the election of directors.
Holders of our common stock have no cumulative voting rights or preemptive
rights to purchase or subscribe for any stock or other securities, and there are
no conversion rights or redemption rights or sinking fund provisions with
respect to our common stock. All outstanding shares of our common stock are duly
authorized, validly issued, fully paid and nonassessable.
PREFERRED STOCK
As of December 27, 2000, no shares of preferred stock were outstanding.
The Board of Directors has the authority, without further action by the
stockholders, to issue from time to time the preferred stock in one or more
series and to fix the number of shares, designations, preferences, powers, and
relative, participating, optional or other special rights and the qualifications
or restrictions thereof. The preferences, powers, rights and restrictions of
different series of preferred stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions, and purchase funds and other matters. The
issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of common stock or affect adversely the
rights and powers, including voting rights, of the holders of common stock, and
may have the effect of delaying, deferring or preventing a change in control of
Invitrogen.
REGISTRATION RIGHTS
Under a Stock Purchase and Stockholders' Agreement dated June 20, 1997, the
holders of approximately 798,551 shares of our common stock (Group A), or
persons to whom such holders transfer the common stock, have registration rights
with respect to such shares. In connection with our merger with Research
Genetics, holders of an additional 3,200,000 shares of our common stock
(Group B) or persons to whom such holders transfer the common stock, have
registration rights with respect to such shares. If we propose to register any
of our securities under the Securities Act, either
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for its own account or for the account of other stockholders, holders of all
shares entitled to registration rights are entitled to notice of such
registration. Holders of Group A shares are entitled to include their shares in
such registration and holders of Group B shares are entitled to include up to
50% of their shares in such registration, each at our expense. However, the
underwriters of any such offering have the right to limit the number of shares
included in such registration. In addition, holders of at least 50% of the
Group A and Group B shares entitled to registration rights outstanding may
require us to prepare and file a registration statement under the Securities
Act, at our expense, covering such shares, and we are generally required to use
our best efforts to effect such registration. We are not obligated to effect
more than two of these stockholder-initiated registrations for Group A, and not
more than one of these stockholder-initiated registration for Group B. Further,
holders of Group A shares entitled to registration rights generally may require
us to file additional registration statements on Form S-3.
DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER PROVISIONS
We are required to follow Section 203 of the Delaware Law, an anti-takeover
law. In general, the statute prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. A "business combination" includes a merger, asset or stock
sale or other transaction resulting in financial benefit to the stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years prior, did own, 15% or more of the
corporation's outstanding voting stock. This provision may have the effect of
delaying, deterring or preventing a change of control of Invitrogen without
further actions by the stockholders.
Our certificate of incorporation provides that any action permitted to be
taken by our stockholders must be effected at a duly-called annual or special
meeting of stockholders and will not be able to be effected by a consent in
writing. The Board of Directors is composed of a classified board where only
one-third of the directors are eligible for election in any given year. The
classification system of electing directors may tend to discourage a third-party
from making a tender offer or otherwise attempting to obtain control of us and
may maintain incumbents on the Board of Directors, as it generally makes it more
difficult for stockholders to replace a majority of the directors. Our
certificate of incorporation also requires the approval of at least two-thirds
of the total number of authorized directors in order to adopt, amend or repeal
our by-laws. In addition, our certificate of incorporation similarly permits the
stockholders to adopt, amend or repeal our by-laws only upon the affirmative
vote of the holders of at least two-thirds of the voting power of all then
outstanding shares of stock entitled to vote. Also, stockholders may remove a
director only for cause. Vacancies on the Board of Directors resulting from
death, resignation, removal or other reason may be filled by a majority of the
directors or a majority of the shares entitled to vote. In general, other
vacancies are to be filled by a majority of the directors. The provisions in our
certificate of incorporation described above and other provisions pertaining to
the limitation of liability and indemnification of directors may be amended or
repealed only with the affirmative vote of the holders of at least two-thirds of
the voting power of all then outstanding shares of stock entitled to vote. These
provisions may have the effect of deterring hostile takeovers or delaying
changes in control or management of Invitrogen, which could have an adverse
effect on the market price of the our common stock.
Invitrogen's by-laws also contain many of the above provisions found in our
certificate of incorporation. Our by-laws do not permit stockholders to call a
special meeting. In addition, our by-laws provide an advance notice procedure
with regard to matters to be brought before an annual or special meeting of our
stockholders, including the election of directors. Business permitted to be
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conducted in any annual meeting or special meeting of stockholders is limited to
business properly brought before the meeting.
TRANSFER AGENT AND REGISTRAR
Boston EquiServe L.P., is the transfer agent and registrar for the
Invitrogen stock.
STOCK EXCHANGE LISTING
Our common stock is quoted on the Nasdaq National Market under the symbol
"IVGN."
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SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder and the
number of shares owned by each stockholder as of December 20, 2000 that may be
offered pursuant to this prospectus. This information has been obtained from the
selling stockholders. The selling stockholders may offer all, some or none of
the common stock listed below. Because the selling stockholders may offer all,
some or none of the common stock, no estimate can be given as to the amount or
percentage of the common stock that will be held by the selling stockholders
upon termination of any of the sales. None of the selling stockholders has, or
in the past three years has had, any position, office, or other material
relationship with us.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SHARES
SHARES OF NUMBER OF OF COMMON STOCK
COMMON SHARES OF BENEFICIALLY
STOCK HELD COMMON STOCK OWNED AFTER PERCENTAGE OF
PRIOR TO THE REGISTERED FOR COMPLETION OF THE COMMON STOCK
NAME(1) OFFERING SALE HEREBY(2) OFFERING(3) OUTSTANDING(3)
------- ------------ -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Alliance Select Investors Series--Biotechnology
Portfolio.................................... 489,500 250,000 239,500 *
Cisalpina/Putnam USA Opportunities Fund(4)..... 26,400 21,700 4,700 *
Putnam Funds Trust--Putnam New Century Growth
Fund(4)...................................... 85,000 52,450 32,550 *
Putnam Investment Funds--Putnam Worldwide
Equity Fund(4)............................... 2,300 1,500 800 *
Putnam New Opportunities Fund(4)............... 1,042,900 855,900 187,000 *
Putnam Variable Trust--Putnam VT New
Opportunities Fund(4)........................ 210,700 173,200 37,500 *
Putnam Variable Trust--Putnam VT Voyager Fund
II(4)........................................ 170 50 120 *
Putnam Voyager Fund II(4)...................... 235,000 140,200 94,800 *
Putnam World Trust II--Putnam New Opportunities
(U.S. Aggressive Growth Equity) Fund(4)...... 6,100 5,000 1,100 *
</TABLE>
--------------------------
* less than 1%
(1) The name of the selling stockholders and the number of securities held by
the selling stockholders may be amended subsequent hereto pursuant to
Rule 424(b) of the Securities Act of 1933, as amended.
(2) Consists of the number of shares of common stock issued to the selling
stockholder that are registered for sale hereby.
(3) Percentage ownership is based on 51,616,335 shares of our common stock.
Unless otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting and investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
(4) Each of these selling stockholders is a mutual fund managed by either Putnam
Investment Management, LLC or The Putnam Advisory Company, Inc. Mutual funds
and client accounts managed by Putnam Investment Management, LLC or The
Putnam Advisory Company, Inc. own an aggregate of 3,301,972 shares
(2,051,972 after this offering) as of December 20, 2000.
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PLAN OF DISTRIBUTION
The common stock offered hereby may be sold from time to time to purchasers
directly by the selling stockholders. Alternatively, the selling stockholders
may from time to time offer the common stock to or through underwriters,
broker/dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling stockholders
or the purchasers of common stock for whom they may act as agents.
The common stock offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
any varying prices determined at the time of sale or at negotiated prices. The
sale of the common stock may be effected in transactions (which may involve
crosses or block transactions):
- on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale;
- in the over-the-counter market;
- in transactions otherwise than on such exchanges or in the
over-the-counter market; or
- through the settlement of short sales.
At the time a particular offering of the common stock is made, a prospectus
supplement, if required, will be distributed that will set forth the aggregate
amount of common stock being offered and the terms of the offering, including
the name or names of any underwriters, broker/dealers or agents, if any, any
discounts, commissions and other terms constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker/ dealers.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with selling stockholders. The selling
stockholders may also sell the common stock short and redeliver the shares to
close out such short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders may also pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospects (as supplemented or amended to reflect
such transactions).
To comply with the securities laws of certain jurisdictions, if applicable,
the common stock will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the common stock may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or an exemption from registration or
qualification is available and is complied with.
The selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any common stock by the selling
stockholders. The foregoing may affect the marketability of the common stock.
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Pursuant to the registration rights agreement, all expenses of the
registration of the common stock will be paid by us, including, without
limitation, SEC filing fees and expenses of compliance with state securities or
"blue sky" laws; however, the selling stockholders will pay all underwriting
discounts and selling commissions, if any. The selling stockholders will be
indemnified by us against certain civil liabilities, including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection therewith.
LEGAL MATTERS
The legality of the common stock is being passed upon by Gray Cary Ware &
Freidenrich LLP, San Diego, California.
EXPERTS
The audited financial statements of Invitrogen incorporated by reference in
this Prospectus and elsewhere in this Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said report.
The consolidated financial statements of Life Technologies, Inc.
incorporated by reference in this Prospectus by reference to Company's Annual
Report on Form 10-K for the year ended December 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of Life
Technologies, Inc. for the three-month and six-month periods ended March 31,
2000 and 1999 and June 30, 2000 and 1999, respectively, incorporated by
reference in this Prospectus by reference to the Company's Quarterly Report on
Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, respectively,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for the review of such information.
However, their separate reports dated April 11, 2000 and July 12, 2000
incorporated by reference in this Prospectus, state that they did not audit and
they do not express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the
unaudited consolidated financial information because those reports are not a
"report" or a "part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act.
The consolidated financial statements of Dexter Corporation incorporated by
reference in this Prospectus by reference to Dexter's Annual Report on
Form 10-K for the year ended December 31, 1999, have been so incorporated by
reference in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
With respect to the unaudited consolidated financial information of Dexter
for the three-month and six-month periods ended March 31, 2000 and 1999 and
June 30, 2000 and 1999, respectively, incorporated by reference in this
Prospectus by reference to Dexter's Quarterly Report on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000, respectively,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for the review of such information.
However, their separate reports dated April 13, 2000 and July 18, 2000
incorporated by reference in this Prospectus, state that they did not audit and
they do not express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11
20
<PAGE>
of the Securities Act of 1933 for their report on the unaudited consolidated
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the Exchange Act). In accordance with the Exchange Act,
we file reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549-1004, and at the SEC's following regional
offices: New York Regional Office, 7 World Trade Center, New York, New York
10048; and Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may also be
obtained at prescribed rates from the Public Reference Room of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549-1004. Information on the
operation of the Public Reference Room can be obtained by calling the SEC at
1-800-SEC-0330. Our common stock is listed on the Nasdaq National Market and
such reports and other information concerning us may also be inspected at the
offices of the Nasdaq Stock Market, 1735 K Street, N.W., Washington DC
20006-1506. The SEC also maintains a web site at http://www.sec.gov that
contains reports, proxy and other information statements and other information
regarding registrants, including us, that file such information electronically
with the SEC.
We have also filed with the SEC a registration statement on Form S-3
(together with all amendments and exhibits thereto, the registration statement)
under the Securities Act of 1933, as amended. This Prospectus does not contain
all the information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information, refer to the registration statement, copies of which you
may obtain from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington DC 20549, upon payment of the fees prescribed by the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents we filed with the SEC pursuant to the Exchange Act
are incorporated by reference and made a part of this Prospectus:
- Registration Statement on Form S-4 filed on August 14, 2000,
- Annual Report on Form 10-K for the year ended December 31, 1999 filed on
March 14, 2000,
- Current Reports on Form 8-K filed on February 16, 2000, Form 8-K filed on
February 16, 2000, Form 8-K filed on July 11, 2000, and Form 8-K filed on
September 29, 2000,
- Current Report on Form 8-K of Life Technologies, Inc. filed on July 14,
2000,
- The description of our common stock which is contained in our registration
statement on Form 8-A under the Exchange Act on January 29, 1999,
including any amendment or reports filed for the purpose of updating such
description, and
- Quarterly Report on Form 10-Q filed on May 8, 2000, and Quarterly Report
on Form 10-Q filed on August 11, 2000 and Quarterly Report on Form 10-Q
filed on November 14, 2000.
In addition, all documents and reports we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part of it from the
date of filing of those documents. Any statement contained in a document
incorporated into this Prospectus by reference shall be deemed to be modified or
superseded for purposes of this
21
<PAGE>
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this Prospectus modifies or supersedes such earlier statement.
Any statement modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
Upon written or oral request, we will provide without charge to each person
to whom this Prospectus is delivered, a copy of any or all documents
incorporated by reference in this Prospectus (other than any exhibits to those
documents not specifically incorporated in those documents by reference).
Requests for such documents should be submitted to Invitrogen
Corporation, Inc., 1600 Faraday Avenue, Carlsbad, California 92008, Attention:
Investor Relations, or made by telephone at (760) 603-7200.
22
<PAGE>
1,500,000 SHARES OF COMMON STOCK
---------------------
PROSPECTUS
---------------------
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU
WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS OR TO MAKE REPRESENTATION AS TO
MATTERS NOT STATED IN THE PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THAT
WOULD NOR BE PERMITTED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES
MADE HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SHALL CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR OUR AFFAIRS HAVE NOT CHANGED SINCE THE
DATE HEREOF.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. Except
for the SEC registration fee, all amounts are estimates.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 31,581
Accounting fees and expenses................................ $ 50,000
Legal fees and expenses..................................... $ 50,000
Printing and engraving expenses............................. $ 8,000
Miscellaneous expenses, including Listing Fees.............. $ 40,000
Total....................................................... $179,581
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL) authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers under certain circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement for
expenses incurred). The Registrant's Restated Certificate of Incorporation
provides that the Registrant will indemnify its directors and officers to the
fullest extent permitted by law and that directors shall not be liable for
monetary damages to the Registrant or its stockholders for breach of fiduciary
duty, except to the extent that the DGCL prohibits elimination or limitation of
such liability.
The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or to its stockholders, (ii) for acts or omissions not made in good
faith or involving intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL, or (iv) for any transactions from which the
director derives an improper personal benefit. In addition, the Registrant's
Amended and Restated By-laws provide that any director or officer who was or is
a party or is threatened to be made a party to any action or proceeding by
reason of his or her services to the Registrant will be indemnified to the
fullest extent permitted by the DGCL.
The Registrant has entered into agreements with each of its executive
officers and directors under which the Registrant has agreed to indemnify each
of them against expenses and losses incurred for claims brought against them by
reason of their being an officer or director of the Registrant. There is no
pending litigation or proceeding involving a director or officer of the
Registrant as to which indemnification is being sought, nor is the Registrant
aware of any pending or threatened litigation that may result in claims for
indemnification by any director or executive officer.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP as to legality
of shares.
15.1 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Life Technologies, Inc.
15.2 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Dexter Corporation.
23.1 Consent of Gray Cary Ware & Freidenrich LLP (contained in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of PricewaterhouseCoopers LLP relating to the
financial statements of Life Technologies, Inc., independent
accountants.
23.4 Consent of PricewaterhouseCoopers LLP relating to the
financial statements of Dexter Corporation.
24 Power of Attorney (contained in the signature page hereof).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities and Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of San Diego, State of California on
December 27, 2000,
<TABLE>
<S> <C> <C>
INVITROGEN CORPORATION
By: /s/ LYLE C. TURNER
--------------------------------------------------
Lyle C. Turner
CHIEF EXECUTIVE OFFICER
By: /s/ JAMES R. GLYNN
--------------------------------------------------
James R. Glynn
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
and in the County of Montgomery, State of Maryland on December 27, 2000,
By: /s/ C. ERIC WINZER
--------------------------------------------------
C. Eric Winzer
PRINCIPAL ACCOUNTING OFFICER
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Lyle C.
Turner, James R. Glynn and John A. Cottingham, and each of them, with full power
of substitution and resubstitution and each with full power to act without the
other, his or her true and lawful attorney-in-fact and agent, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission
or any state, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ LYLE C. TURNER /s/ JAMES R. GLYNN
----------------------------------------------------- ------------------------------------------------------
Lyle C. Turner James R. Glynn
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
BOARD OF DIRECTORS AND DIRECTOR
Date: December 27, 2000 Date: December 27, 2000
/s/ LEWIS J. SHUSTER /s/ BRADLEY G. LORIMER
----------------------------------------------------- ------------------------------------------------------
Lewis J. Shuster Bradley G. Lorimer
CHIEF OPERATING OFFICER AND DIRECTOR DIRECTOR
Date: December 27, 2000 Date: December 27, 2000
/s/ DAVID E. MCCARTY /s/ JAY M. SHORT
----------------------------------------------------- ------------------------------------------------------
David E. McCarty Jay M. Short
DIRECTOR DIRECTOR
Date: December 27, 2000 Date: December 27, 2000
/s/ DONALD W. GRIMM
----------------------------------------------------- ------------------------------------------------------
Donald W. Grimm Kurt R. Jaggers
DIRECTOR DIRECTOR
Date: December 27, 2000 Date: December , 2000
/s/ THOMAS H. ADAMS
----------------------------------------------------- ------------------------------------------------------
J. Stark Thompson, Ph.D. Thomas H. Adams, Ph.D.
DIRECTOR DIRECTOR
Date: December , 2000 Date: December 27, 2000
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP as to legality
of shares.
15.1 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Life Technologies, Inc.
15.2 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Dexter Corporation.
23.1 Consent of Gray Cary Ware & Freidenrich LLP (contained in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of PricewaterhouseCoopers LLP relating to the
financial statements of Life Technologies, Inc., independent
accountants.
23.4 Consent of PricewaterhouseCoopers LLP relating to the
financial statements of Dexter Corporation.
24.......... Power of Attorney (contained in the signature page hereof).
</TABLE>
