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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 9, 2000
INVITROGEN CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-25317 33-0373077
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 Faraday Avenue, Carlsbad, CA 92008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (760) 603-7200
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On July 9, 2000, Invitrogen Corporation ("Invitrogen") announced that it signed
a definitive agreement with Dexter Corporation ("Dexter") providing for a merger
of Dexter into Invitrogen in which all of Dexter's outstanding shares of common
stock will be converted into $62.50 per share in cash and Invitrogen stock. A
copy of the definitive merger agreement between Dexter and Invitrogen is filed
as Exhibit 2.1 hereto.
In addition to the merger with Dexter, Invitrogen also agreed to a merger with
Life Technologies, Inc. ("Life Technologies") in which shares of Life
Technologies common stock will be converted into $60 per share in cash and
Invitrogen stock. Dexter currently owns approximately 75 percent of Life
Technologies' common stock. A copy of the definitive merger agreement between
Life Technologies and Invitrogen is filed as Exhibit 2.2 hereto.
A copy of the press release announcing the execution of the definitive merger
agreements dated July 9, 2000 is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of July 7, 2000,
between Invitrogen Corporation and Life Technologies, Inc.
Schedules and similar attachments to this Exhibit have not
been filed; upon request, Invitrogen will furnish
supplementally to the Commission a copy of any omitted
schedule.
2.2 Agreement and Plan of Merger dated as of July 7, 2000,
between Invitrogen Corporation and Dexter Corporation.
Schedules and similar attachments to this Exhibit have not
been filed; upon request, Invitrogen will furnish
supplementally to the Commission a copy of any omitted
schedule.
99.1 Press Release, dated July 9, 2000, announcing the execution
of the Agreement and Plan of Merger between Invitrogen
Corporation and Life Technologies, Inc., and the execution
of the Agreement and Plan of Merger between Invitrogen
Corporation and Dexter Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 11, 2000 INVITROGEN CORPORATION
By: /s/ James R. Glynn
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James R. Glynn
Chief Financial Officer
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INDEX OF EXHIBITS
Exhibit Description
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2.1 Agreement and Plan of Merger dated as of July 7, 2000, between
Invitrogen Corporation and Life Technologies, Inc. Schedules and
similar attachments to this Exhibit have not been filed; upon
request, Invitrogen will furnish supplementally to the Commission a
copy of any omitted schedule.
2.2 Agreement and Plan of Merger dated as of July 7, 2000, between
Invitrogen Corporation and Dexter Corporation. Schedules and similar
attachments to this Exhibit have not been filed; upon request,
Invitrogen will furnish supplementally to the Commission a copy of
any omitted schedule.
99.1 Press Release, dated July 9, 2000, announcing the execution of the
Agreement and Plan of Merger between Invitrogen Corporation and Life
Technologies, Inc., and the execution of the Agreement and Plan of
Merger between Invitrogen Corporation and Dexter Corporation.
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