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Registration No. ____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVITROGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0373077
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1600 Faraday Avenue
Carlsbad, California 92008
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(Address of principal executive offices) (Zip code)
INVITROGEN CORPORATION
1997 STOCK OPTION PLAN,
1998 EMPLOYEE STOCK PURCHASE PLAN AND
OPTIONS GRANTED UNDER THE LIFE TECHNOLOGIES, INC.
1991 STOCK OPTION PLAN,
1995 LONG TERM INCENTIVE PLAN,
1996 NON-EMPLOYEE DIRECTORS' PLAN AND
1997 LONG TERM INCENTIVE PLAN
ASSUMED BY INVITROGEN CORPORATION
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(Full title of the plan)
James R. Glynn
Chief Financial Officer
Invitrogen Corporation
1600 Faraday Avenue
Carlsbad, California 92008
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (760) 603-7200.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price aggregate offering Amount of
be registered(1) registered(2) per share(3) price(3) registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
1997 STOCK OPTION PLAN
Common Stock 3,000,000 $57.31 $171,930,000.00
Par Value $0.01
1998 EMPLOYEE STOCK PURCHASE PLAN
Common Stock 200,000 $48.71 $9,742,000.00
Par Value $0.01
ASSUMED OPTIONS: LIFE TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN
Common Stock 1,000 $9.90 $9,900.00
Par Value $0.01
ASSUMED OPTIONS: LIFE TECHNOLOGIES, INC. 1995 LONG TERM INCENTIVE PLAN
Common Stock 90,186 $24.02 $2,166,267.70
Par Value $0.01
ASSUMED OPTIONS: LIFE TECHNOLOGIES, INC. 1996 NON-EMPLOYEE DIRECTORS' PLAN
Common Stock 47,250 $33.00 $1,559,250.00
Par Value $0.01
ASSUMED OPTIONS: LIFE TECHNOLOGIES, INC. 1997 LONG TERM INCENTIVE PLAN
Common Stock 746,222 $36.06 $26,908,765.00
Par Value $0.01
Totals 4,084,658 $212,316,182.70 $56,051.47
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___________________________
(1) The securities to be registered include options and purchase rights to
acquire Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares available for grant under the 1997 Stock
Option Plan, the price is based upon the average of the high and low prices
of the Common Stock on September 14, 2000, as reported on the Nasdaq
National Market. The 1998 Employee Stock Purchase Plan establishes a
purchase price equal to 85% of the fair market value of the Company's
Common Stock, and, therefore, the price for shares under this plan is based
upon 85% of the average of the high and low prices of the Common Stock on
September 14, 2000, as reported on the Nasdaq National Market. The price of
the Assumed Options is computed on the basis of the weighted average
exercise prices of the Assumed Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Invitrogen Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act")
containing audited financial statements for the Company's latest fiscal year
ended December 31, 2000. The prospectus is included in the Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on August 14, 2000.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Securities
Act") since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b) of the Delaware General Corporation Law
authorizes a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.
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As permitted by the statute, the Company has adopted
provisions in its Certificate of Incorporation which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care.
Section 145 of the Delaware General Corporate Law provides
generally that a corporation shall have the power, and in some cases is
required, to indemnify an agent, including an officer or director, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, against certain expenses, judgments, fines,
settlements, and other amounts under certain circumstances.
The Company's By-laws provide for indemnification (to the full
extent permitted by the Delaware General Corporation Law) of directors,
officers, employees and other agents of the Company against all expenses,
liability and loss (including attorney's fees, judgment, fines, ERISA excise
taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this By-Law or any agreement with the Company) reasonably incurred or suffered
by such person in connection therewith, subject to certain provisions. The
Company's By-Laws also empower it to maintain directors and officers liability
insurance coverage and to enter into indemnification agreements with its
directors, officers, employees or agents.
These indemnification provisions may be sufficiently broad to
permit indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act.
Under the form of Underwriting Agreement filed as Exhibit 1.1
to the Registration Statement of Form S-1 (Reg. No. 333-68665), initially filed
on December 10, 1998, and as amended through the date hereof, the Underwriters
are obligated under certain circumstances, to indemnify directors and officers
of the Company against certain liabilities, including liabilities under the
Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
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:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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; and
(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)(l)(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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carlsbad, State of
California, on September 18, 2000
Invitrogen Corporation
By: /s/ James R. Glynn
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James R. Glynn
Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Invitrogen Corporation whose
signatures appear below, hereby constitute and appoint James R. Glynn his or her
true and lawful attorney-in-fact and agent, with full power of substitution,
each with power to act alone, to sign and execute on behalf of the undersigned
any amendment or amendments to this registration statement on Form S-8, and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Lyle C. Turner President, Chief Executive Officer and 9/18/00
--------------------- Chairman of the Board of Directors --------------------
Lyle C. Turner (Principal Executive Officer)
/s/ James R. Glynn Chief Financial Officer (Principal 9/18/00
--------------------- Financial and Accounting Officer), ---------------------
James R. Glynn Executive Vice President and Director
/s/ Lewis J. Shuster Chief Operating Officer and Director 9/18/00
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Lewis J. Shuster
Director
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David E. McCarty
Director
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Donald W. Grimm
/s/ Kurt R. Jaggers Director 9/18/00
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Kurt R. Jaggers
/s/ Bradley G. Lorimer Director 9/18/00
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Bradley G. Lorimer
Director
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Jay M. Short
/s/ J. Stark Thompson Executive Vice President and Director 9/18/00
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J. Stark Thompson
/s/ Thomas H. Adams Director 9/18/00
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Thomas H. Adams
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company, as amended, is
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on December 10, 1998 (No. 333-68665)
4.2 Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on December
10, 1998 (No. 333-68665)
4.3 Agreement and Plan of Merger between the Company and Life
Technologies, Inc., dated as of July 7, 2000, attached as Annex A to
the Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on August 14, 2000 (No. 333-43674)
5 Opinion of legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
