<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported) September 14, 2000
INVITROGEN CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-25317 33-0373077
------------ ----------- -----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1600 Faraday Avenue, Carlsbad, CA 92008
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (760) 603-7200
--------------
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. Acquisition Or Disposition Of Assets
On September 14, 2000, Invitrogen Corporation completed mergers pursuant
to which both Life Technologies, Inc. and Dexter Corporation merged into
Invitrogen. Life Technologies is a supplier of molecular biology and cell
culture products for the life science industry and Dexter owned approximately
75% of Life Technologies' outstanding stock prior to the completed mergers.
As a result of the mergers, Invitrogen acquired Life Technologies' facilities
and equipment used for life sciences research and commercial manufacture of
genetically engineered products. At this time Invitrogen intends to continue
to use the facilities and equipment for their current purposes. At the time
of the mergers, Dexter's remaining assets consisted mainly of its headquarter
operations and cash.
In connection with the merger, Invitrogen will issue up to 30,752,710
shares of common stock and may pay up to $515,000,000 in cash in exchange for
all outstanding shares of Dexter and Life Technologies. Under the merger
agreements, shareholders of Dexter and Life Technologies can elect to receive
all cash, all stock or a combination of cash and stock for each share of
Dexter or Life Technologies they hold. Stockholders who elect to receive all
cash may be prorated based on the maximum amount of cash available for the
transaction.
In addition to the shares of Invitrogen common stock issued in connection
with the mergers, Invitrogen assumed all outstanding options to purchase Life
Technologies common stock that were outstanding at the effective time of the
mergers. These options were converted into the right to acquire shares of
Invitrogen's common stock, subject only to adjustments to maintain the
economic equivalence of the assumed options on the basis of the exchange
ratio in the merger with Life Technologies.
Additional information regarding the terms of the mergers are included in
merger agreements and the press release of Invitrogen, which are incorporated
herein by reference and which have been previously filed.
ITEM 7. Financial Statements and Exhibits
a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The audited financial statements for Dexter have been filed on Form
10-K on March 15, 2000, for the fiscal year ended December 31, 1999,
pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 and are incorporated herein by reference.
The unaudited financial statements for Dexter have been filed on
Form 10-Q on July 21, 2000, for the quarter ended June 30, 2000,
pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 and are incorporated herein by reference.
The audited financial statements for Life Technologies have been
filed on Form 10-K on March 15, 2000, for the fiscal year ended
December 31, 1999, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 and are incorporated herein by reference.
The unaudited financial statements for Life Technologies have been
filed on Form 10-Q on August 8, 2000, for the quarter ended June 30,
2000, pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 and are incorporated herein by reference.
b) PRO FORMA FINANCIAL INFORMATION.
The unaudited consolidated pro forma condensed balance sheet as of
June 30, 2000 and unaudited consolidated pro forma condensed income
statements for the year ended December 31, 1999 and the six months
ended June 30, 2000 are incorporated herein by reference from
Invitrogen's filing on Form S-4.
2
<PAGE>
c) Exhibits.
Exhibit Description
------- ------------
2.1* Agreement and Plan of Merger dated as of July 7, 2000
by and among Invitrogen and Life Technologies.
2.2* Agreement and Plan of Merger dated as of July 7, 2000
by and among Invitrogen and Dexter.
15.1 Letter from PricewaterhouseCoopers LLP regarding
unaudited information for Dexter.
15.2 Letter from PricewaterhouseCooper LLP regarding
unaudited information for Life Technologies, Inc.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants in connection with audited
information of Dexter.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants in connection with audited
information of Life Technologies, Inc.
99.1** Invitrogen Press Release dated July 9, 2000
99.2*** The audited financial statements for Dexter filed on
Form 10-K for the fiscal year ended December 31, 1999.
99.3**** The unaudited financial statements for Dexter filed on
Form 10-Q for the quarter ended June 30, 2000.
99.4***** The audited financial statements for Life Technologies
filed on Form 10-K for the fiscal year ended
December 31, 1999.
99.5****** The unaudited financial statements for Life
Technologies filed on Form 10-Q for the quarter ended
June 30, 2000.
99.6* The unaudited (i) Consolidated Pro Forma Condensed
Balance Sheet as of June 30, 2000; and (ii)
Consolidated Pro Forma Condensed Income Statements for
the year ended December 31, 1999 and the six months
ended June 30, 2000.
3
<PAGE>
* Incorporated by reference from Invitrogen's filing on
Form S-4 (File No. 333-43674) filed on August 14, 2000.
** Incorporated by reference from Invitrogen's filing on
Form 425 (File No. 000-25317) filed on July 10, 2000.
*** Incorporated by reference from Dexter's filing on Form
10-K (File No. 1-5542) filed on March 15, 2000.
**** Incorporated by reference from Dexter's filing on Form
10-Q (File No. 1-5542) filed on July 21, 2000.
***** Incorporated by reference from Life Technologies's
filing on Form 10-K (File No. 0-14991) filed on March
15, 2000.
****** Incorporated by reference from Life Technologies's
filing on Form 10-Q (File No. 0-14991) filed on August
8, 2000.
4
<PAGE>
SIGNATURE
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: September 29, 2000 INVITROGEN CORPORATION
By:/s/ James R. Glynn
----------------------
James R. Glynn
Chief Financial Officer
5
<PAGE>
INDEX OF EXHIBITS
Exhibit Description
------- -----------
2.1* Agreement and Plan of Merger dated as of July 7, 2000 by
and among Invitrogen and Life Technologies.
2.2* Agreement and Plan of Merger dated as of July 7, 2000 by
and among Invitrogen and Dexter.
15.1 Letter from PricewaterhouseCoopers LLP regarding
unaudited information for Dexter.
15.2 Letter from PricewaterhouseCooper LLP regarding
unaudited information for Life Technologies, Inc.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants in connection with audited
information of Dexter.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants in connection with audited
information of Life Technologies, Inc.
99.1** Invitrogen Press Release dated July 9, 2000
99.2*** The audited financial statements for Dexter on Form 10-K
for the fiscal year ended December 31, 1999.
99.3**** The unaudited financial statements for Dexter filed on
Form 10-Q for the quarter ended June 30, 2000.
99.4***** The audited financial statements for Life Technologies
filed on Form 10-K for the fiscal year ended December 31,
1999.
99.5****** The unaudited financial statements for Life Technologies
filed on Form 10-Q for the quarter ended June 30, 2000.
99.6* The unaudited (i) Consolidated Pro Forma Condensed
Balance Sheet as of June 30, 2000; and (ii) Consolidated
Pro Forma Condensed Income Statements for the year ended
December 31, 1999 and the six months ended June 30, 2000.
6
<PAGE>
* Incorporated by reference from Invitrogen's filing on
Form S-4 (File No. 333-43674) filed on August 14, 2000.
** Incorporated by reference from Invitrogen's filing on
Form 425 (File No. 000-25317) filed on July 10, 2000.
*** Incorporated by reference from Dexter's filing on Form
10-K (File No. 1-5542) filed on March 15, 2000.
**** Incorporated by reference from Dexter's filing on Form
10-Q (File No. 1-5542) filed on July 21, 2000.
***** Incorporated by reference from Life Technologies's filing
on Form 10-K (File No. 0-14991) filed on March 15, 2000.
****** Incorporated by reference from Life Technologies's filing
on Form 10-Q (File No. 0-14991) filed on August 8, 2000.
7
