SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): July 7, 2000
DEXTER CORPORATION
(Exact Name of Registrant as Specified in Charter)
CONNECTICUT 1-5542 06-0321410
(State of Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT06096
(Address of Principal Executive ffic (Zip Code)
860-292-7675
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On July 9, 2000, Dexter Corporation (the "Company") announced that it
signed a definitive agreement with Invitrogen Corporation ("Invitrogen")
providing for a merger of the Company into Invitrogen in which all of the
Company'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 the Company and Invitrogen is filed as Exhibit 2.1
hereto.
In addition to the merger with the Company, 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. The Company 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 is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of July 7, 2000, between
Invitrogen Corporation and Dexter Corporation. The Company 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
Invitrogen Corporation and Life Technologies, Inc. The Company
will furnish supplementally a copy of all omitted schedules to
Exhibit 2.2 upon the request of the Securities and Exchange
Commission.
99.1 Press release dated July 9, 2000, of the Company.
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.
DEXTER CORPORATION
By: /s/ Kathleen Burdett
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Name: Kathleen Burdett
Title: Chief Financial Officer
Date: July 10, 2000
EXHIBIT INDEX
Exhibit No. Exhibit Name Page Number
2.1 Agreement and Plan of Merger, dated as
of July 7, 2000, between Invitrogen
Corporation and Dexter Corporation. The
Company 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 Invitrogen
Corporation and Life Technologies, Inc.
The Company will furnish supplementally
a copy of all omitted schedules to
Exhibit 2.2 upon the request of the
Securities and Exchange Commission.
99.1 Press release dated July 9, 2000, of the
Company.
