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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2000
REGISTRATION NO. 333-43674
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INVITROGEN CORPORATION
(Name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2836 33-0373077
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
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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)
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COPIES OF ALL COMMUNICATIONS TO:
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Cameron Jay Rains, Esq.
Jeffrey T. Baglio, Esq.
Marty B. Lorenzo, Esq.
Gray Cary Ware & Freidenrich LLP
4365 Executive Drive, Suite 1600
San Diego, California 92121-2189
(858) 677-1400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND ALL
OTHER CONDITIONS UNDER THE MERGER AGREEMENTS (DESCRIBED IN THE JOINT PROXY
STATEMENT AND PROSPECTUS HEREIN) ARE SATISFIED OR WAIVED.
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If the only securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction 9, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
464(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
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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 will thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of July 7, 2000,
between the Registrant and Life Technologies, Inc. (attached
as Annex A to the Proxy Statement/Prospectus included in this
Registration Statement).** The Registrant will furnish
supplementally a copy of all omitted Schedules to Exhibit 2.1
upon the request of the Securities and Exchange Commission.
2.2 Agreement and Plan of Merger, dated as of July 7, 2000,
between the Registrant and Dexter Corporation (attached as
Annex B to the Proxy Statement/Prospectus included in this
Registration Statement).** The Registrant will furnish
supplementally a copy of all omitted Schedules to Exhibit 2.2
upon the request of the Securities and Exchange Commission.
3.1 Restated Certificate of Incorporation of the Registrant as
currently in effect.(1)
3.2 Amended and Restated By-Laws of the Registrant.(1)
3.3 Certificate of Incorporation of Life Technologies, Inc. as
currently in effect.(2)
3.4 Amended and Restated By-laws of Life Technologies, Inc.(2)
3.5 Restated Certificate of Incorporation of Dexter Corporation
as currently in effect.(3)
3.6 By-laws of Dexter Corporation.(3)
5.1 Opinion of Gray Cary Ware & Freidenrich LLP regarding the
legality of the securities being registered.**
8.1 Tax Opinion of Gray Cary Ware & Freidenrich LLP issued in
connection with the merger by and between the Registrant and
Dexter Corporation. *
8.2 Tax Opinion of Gray Cary Ware & Freidenrich LLP issued in
connection with the merger by and between the Registrant and
Life Technologies, Inc.*
8.3 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
issued in connection with the merger by and between the
Registrant and Dexter Corporation.*
8.4 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
issued in connection with the merger by and between the
Registrant and Life Technologies, Inc.*
10.1 First Amendment to the Invitrogen Corporation 1998 Employee
Stock Purchase Plan.**
10.2 Second Amendment to the Invitrogen Corporation 1998 Employee
Stock Purchase Plan.**
10.3 Second Amendment to the Invitrogen Corporation 1997 Employee
Stock Option Plan.**
10.4 Third Amendment to the Invitrogen Corporation 1997 Employee
Stock Option Plan.**
15.1 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Life Technologies, Inc.**
15.2 Letter for PricewaterhouseCoopers LLP regarding unaudited
financial information for Dexter Corporation.**
23.1 Consent of Gray Cary Ware & Freidenrich LLP (included as part
of Exhibit 5.1).**
23.2 Consent of Arthur Andersen LLP in connection with the audited
financial information of Invitrogen Corporation.**
23.3 Consent of Arthur Andersen LLP in connection with the audited
financial information of Research Genetics, Inc.**
23.4 Consent of PricewaterhouseCoopers LLP in connection with the
audited financial information of Life Technologies, Inc.**
23.5 Consent of PricewaterhouseCoopers LLP in connection with the
audited financial information of Dexter Corporation.**
24.1 Powers of Attorney (set forth on signature page of the
Registration Statement).*
99.1 Consent of Credit Suisse First Boston Corporation.**
99.2 Consent of Lehman Brothers Inc.**
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99.3 Form of Proxy for Invitrogen Corporation.**
99.4 Form of Proxy for Life Technologies, Inc.**
99.5 Form of Proxy for Dexter Corporation.**
99.6 Letter of Stockholders.**
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* Filed herewith
** Previously filed
(1) Incorporated herein by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 filed on March
14, 2000, File number 000-25317.
(2) Incorporated herein by reference from Life Technologies' Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 filed on March
15, 2000, File Number 000-14991.
(3) Incorporated herein by reference from Dexter's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, filed on March 15,
2000, File Number 001-05542.
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
or are inapplicable, and therefore have been omitted, or the required
information is disclosed in the Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirement of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carlsbad, State of
California on November 30, 2000.
INVITROGEN CORPORATION
By: /s/ Warner R. Broaddus
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Warner R. Broaddus
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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*
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Date: November 30, 2000 Lyle C. Turner
Chief Executive Officer and Chairman
of the Board of Directors
*
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Date: November 30, 2000 James R. Glynn
Executive Vice President, Chief Financial
Officer and Director
*
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Date: November 30, 2000 Lewis J. Shuster
Chief Operating Officer and Director
*
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Date: November 30, 2000 David E. McCarty
Director
*
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Date: November 30, 2000 Donald W. Grimm
Director
*
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Date: November 30, 2000 Kurt R. Jaggers
Director
*
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Date: November 30, 2000 Bradley G. Lorimer
Director
*
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Date: November 30, 2000 Jay M. Short
Director
/s/ Warner R. Broaddus
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Date: November 30, 2000 Warner R. Broaddus
*Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of July 7, 2000,
between the Registrant and Life Technologies, Inc. (attached
as Annex A to the Proxy Statement/Prospectus included in this
Registration Statement).** The Registrant will furnish
supplementally a copy of all omitted Schedules to Exhibit 2.1
upon the request of the Securities and Exchange Commission.
2.2 Agreement and Plan of Merger, dated as of July 7, 2000,
between the Registrant and Dexter Corporation (attached as
Annex B to the Proxy Statement/Prospectus included in this
Registration Statement).** The Registrant will furnish
supplementally a copy of all omitted Schedules to Exhibit 2.2
upon the request of the Securities and Exchange Commission.
3.1 Restated Certificate of Incorporation of the Registrant as
currently in effect.(1)
3.2 Amended and Restated By-Laws of the Registrant.(1)
3.3 Certificate of Incorporation of Life Technologies, Inc. as
currently in effect.(2)
3.4 Amended and Restated By-laws of Life Technologies, Inc.(2)
3.5 Restated Certificate of Incorporation of Dexter Corporation
as currently in effect.(3)
3.6 By-laws of Dexter Corporation.(3)
5.1 Opinion of Gray Cary Ware & Freidenrich LLP regarding the
legality of the securities being registered.**
8.1 Tax Opinion of Gray Cary Ware & Freidenrich LLP issued in
connection with the merger by and between the Registrant and
Dexter Corporation. *
8.2 Tax Opinion of Gray Cary Ware & Freidenrich LLP issued in
connection with the merger by and between the Registrant and
Life Technologies, Inc.*
8.3 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
issued in connection with the merger by and between the
Registrant and Dexter Corporation.*
8.4 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
issued in connection with the merger by and between the
Registrant and Life Technologies, Inc.*
10.1 First Amendment to the Invitrogen Corporation 1998 Employee
Stock Purchase Plan.**
10.2 Second Amendment to the Invitrogen Corporation 1998 Employee
Stock Purchase Plan.**
10.3 Second Amendment to the Invitrogen Corporation 1997 Employee
Stock Option Plan.**
10.4 Third Amendment to the Invitrogen Corporation 1997 Employee
Stock Option Plan.**
15.1 Letter from PricewaterhouseCoopers LLP regarding unaudited
financial information for Life Technologies, Inc.**
15.2 Letter for PricewaterhouseCoopers LLP regarding unaudited
financial information for Dexter Corporation.**
23.1 Consent of Gray Cary Ware & Freidenrich LLP (included as part
of Exhibit 5.1).**
23.2 Consent of Arthur Andersen LLP in connection with the audited
financial information of Invitrogen Corporation.**
23.3 Consent of Arthur Andersen LLP in connection with the audited
financial information of Research Genetics, Inc.**
23.4 Consent of PricewaterhouseCoopers LLP in connection with the
audited financial information of Life Technologies, Inc.**
23.5 Consent of PricewaterhouseCoopers LLP in connection with the
audited financial information of Dexter Corporation.**
24.1 Powers of Attorney (set forth on signature page of the
Registration Statement).*
99.1 Consent of Credit Suisse First Boston Corporation.**
99.2 Consent of Lehman Brothers Inc.**
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99.3 Form of Proxy for Invitrogen Corporation.**
99.4 Form of Proxy for Life Technologies, Inc.**
99.5 Form of Proxy for Dexter Corporation.**
99.6 Letter of Stockholders.**
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* Filed herewith
** Previously filed
(1) Incorporated herein by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 filed on March
14, 2000, File number 000-25317.
(2) Incorporated herein by reference from Life Technologies' Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 filed on March
15, 2000, File Number 000-14991.
(3) Incorporated herein by reference from Dexter's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, filed on March 15,
2000, File Number 001-05542.
