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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
(AMENDMENT NO. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 28, 1998
DEXTER CORPORATION
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(Exact name of Registrant as specified in its charter)
CONNECTICUT 1-5542 06-0321410
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT 06096
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (860) 292-7675
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
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AMENDMENT NO. 1
The Registrant hereby amends its Current Report on Form 8-K, filed January 12,
1999, by inclusion herein of the following financial statements which were
unavailable at the time such Current Report on Form 8-K was filed. As per Form
8-K filed on January 12, 1999, the Registrant originally intended to file
audited financial statements for the year ended December 31, 1997 and unaudited
interim financial statements for the period ending September 30, 1998 for Life
Technologies, Inc. (herinafter referred to as "LTI"). In addition, the
Registrant intended to file pro forma financial statements for the periods
ending December 31, 1997 and September 30, 1998.
Subsequent to the Form 8-K filing, the Registrant and LTI have each filed their
respective Forms 10-K for the year ending December 31, 1998, and, therefore,
this Form 8-K/A includes the most recent financial information as of December
31, 1998 in lieu of December 31, 1997 and September 30, 1998.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements for Life Technologies, Inc., (file no. 0-14991)
have been filed on Form 10-K on March 9, 1999, for the fiscal year ended
December 31, 1998, pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 and are incorporated herein by reference.
The audited financial statements of LTI should be read in conjunction with the
related notes to these financial statements filed on Form 10-K for the fiscal
year ended December 31, 1998.
(b) Pro Forma Financial Information
The Consolidated Financial Statements of Dexter Corporation (file no. 1-5542)
for the year ended December 31, 1998 have been filed on Form 10-K on March 9,
1999, pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934,
and are incorporated herein by reference.
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(b) Pro Forma Financial Information - continued
Dexter Corporation's financial statements for the year ended December 31,
1998, include the purchase acquisition of the additional 22% ownership of LTI
which occurred on December 28, 1998. As a result of the acquisition of these
shares, Dexter owns an aggregate of approximately 17.8 million shares or
approximately 71% of the total number of issued and outstanding shares.
The following unaudited pro forma condensed consolidated income statement is
filed with this report to reflect the income statement impact of the acquisition
as if it occurred on January 1, 1998:
Dexter Corporation Pro Forma Condensed Consolidated Statement of Income for
the Twelve Months Ended December 31, 1998 (included as exhibit 99).
This unaudited pro forma financial statement should be read in conjunction with
the historical financial statements and related notes of the Registrant filed on
Form 10-K for the fiscal year ended December 31, 1998.
(c) Exhibits
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<CAPTION>
No. Description
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<S> <C>
Exhibit 23 Consent of Independent Public Accountants
Exhibit 23(a) Consent of Independent Public Accountants
Exhibit 99 Dexter Corporation Pro Forma Condensed Consolidated
Statement of Income for the Twelve Months Ended
December 31, 1998 (unaudited)
</TABLE>
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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 thereunto duly authorized.
DEXTER CORPORATION
(Registrant)
March 11, 1999 /s/ Kathleen Burdett
Date........................... ..............................
Kathleen Burdett
Vice President and
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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Exhibit 23 Consent of Independent Public Accountants 6
Exhibit 23(a) Consent of Independent Public Accountants 7
Exhibit 99 Dexter Corporation Pro Forma Condensed 8 - 9
Consolidated Statement of Income for the
Twelve Months Ended December 31, 1998
(unaudited)
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Dexter Corporation on Form S-8 (File Nos. 2-63959, 33-27597, 33-53307, 33-53309,
333-02985, 333-04081, and 333-42663) of our report dated January 22, 1999, on
our audits of the consolidated financial statements of Life Technologies, Inc.
and subsidiaries as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998, which report is incorporated by
reference in this Form 8-K/A of Dexter Corporation.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
McLean, Virginia
March 11, 1999
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Exhibit 23 (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Dexter Corporation on Form S-8 (File Nos. 2-63959, 33-27597, 33-53307, 33-53309,
333-02985, 333-04081, and 333-42663) of our report dated February 9, 1999, on
our audits of the consolidated financial statements and financial statement
schedule of Dexter Corporation as of December 31, 1998, 1997, and 1996 and for
the years then ended, which report is incorporated by reference in this Form
8-K/A of Dexter Corporation.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Springfield, Massachusetts
March 11, 1999
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Exhibit 99
On December 22, 1998 Dexter completed its tender offer for the outstanding
shares of LTI common stock which it did not own. On December 28, 1998, Dexter
purchased approximately 5.5 million shares of LTI common stock that had been
tendered and not withdrawn, representing approximately 22% of all issued and
outstanding LTI shares. Prior to the tender offer, Dexter owned approximately
51% of the issued and outstanding shares of LTI and consolidated the results of
LTI's operations in the financial statements of Dexter Corporation.
The following Condensed Consolidated Statement of Income illustrates the effects
of this acquisition had it occurred on January 1, 1998, for the year ended
December 31, 1998.
This unaudited Pro Forma Condensed Consolidated Statement of Income is presented
for illustrative purposes only. It does not purport to be indicative of the
results of operations which actually would have resulted had the acquisition
occurred on the date indicated or which may result in the future. The Registrant
believes it has utilized reasonable methods to conform the basis of
presentation.
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Exhibit 99 - continued
DEXTER CORPORATION
Pro Forma Consolidated Condensed Statement of Income
For the Twelve Months Ended
December 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
In thousands of dollars 1998
(except per share amounts) HISTORICAL ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
Revenues
Net sales $ 1,168,037 $ 1,168,037
Other income 11,418 11,418
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1,179,455 1,179,455
Expenses
Cost of sales 741,288 $ 2,890 (a) 749,351
5,173 (b)
Marketing and administrative 246,911 246,911
Research and development 56,656 56,656
Interest 18,210 12,798 (c) 31,008
Transaction costs of Life Technologies, Inc. 5,335 5,335
Acquired in-process research
and development costs 24,508 24,508
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Income before Taxes 86,547 (20,861) 65,686
Income taxes 40,147 (6,562)(d) 33,585
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Income before Minority Interests 46,400 (14,299) 32,101
Minority interests 14,696 (6,055)(e) 8,641
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Net Income $ 31,704 $ (8,244) $ 23,460
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Net Income per Share - basic $1.38 $1.02
Net Income per Share - diluted $1.35 $1.00
Dividends Declared per Share $1.02 $1.02
Average Shares Outstanding (000) - basic 23,007 23,007
Average Shares Outstanding (000) - diluted 23,186 23,186
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(a) Additional amortization expense for the write-up of inventory attributable
to the acquisition of LTI. Such expense occurs in the first year only.
(b) Additional amortization expense for the write-up of intangibles
attributable to the acquisition of LTI. Such intangibles have an average
life of 30 years.
(c) Additional interest expense attributable to increased debt associated with
the acquisition.
(d) Adjustment to reflect the income tax effect of pro forma adjustments.
(e) Adjustment to reflect the reduction in minority interest based on Dexter's
increased ownership percentage.
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