[TEXT]
<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant x
---
Filed by a party other than the registrant
---
Check the appropriate box:
Preliminary proxy statement
---
x Definitive proxy statement
---
Definitive additional materials
---
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
---
LIFE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Joseph C. Stokes, Jr.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
--- 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange
--- Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
--- and 0-11.
(1) Title of each class of securities to which transaction
applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions
applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by
---
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: $125.00
-------------------------------------
(2) Form, schedule or registration statement no.: Form DEF 14A
---------------------------------------------------------------
(3) Filing party: Life Technologies, Inc., CIK# 0000727737
------------------------------------------------------------
(4) Date filed: March 18, 1994
--------------------------------
<PAGE>
LIFE TECHNOLOGIES, INC.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 21, 1994
The Annual Meeting of Stockholders of Life Technologies, Inc. (the
"Company") will be held at The Rockefeller Center Club, 30 Rockefeller Plaza,
New York, New York 10112, on Tuesday, April 26, 1994, at 11:00 A.M., local
time, for the following purposes:
(1) To elect directors;
(2) To ratify the selection by the Company's Board of Directors of the firm of
Coopers & Lybrand as auditors of the Company for fiscal year 1994; and
(3) To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on March 4, 1994
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please indicate your votes on the enclosed proxy and
date, sign and return it in the postage-prepaid envelope provided for your use.
[LOGO OF LIFE TECHNOLOGIES APPEARS HERE]
<PAGE>
LIFE TECHNOLOGIES, INC.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
March 21, 1994
PROXY STATEMENT
GENERAL INFORMATION
Proxy Solicitation
This proxy statement is furnished to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of Life Technologies, Inc. (the
"Company") in connection with the solicitation of proxies on behalf of the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
of the Company (the "Annual Meeting") to be held on Tuesday, April 26, 1994,
or at any adjournment thereof. The purposes of the Annual Meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Board of Directors knows of no other business
that will come before the Annual Meeting.
Proxies for use at the Annual Meeting were mailed to stockholders on
or about March 21, 1994, and will be solicited chiefly by mail. Additional
solicitations may be made by telephone or telegram by employees of the
Company. The Company will bear the cost of the solicitation of proxies, which
may include the reasonable expenses of brokerage firms and others for
forwarding proxies and proxy material to the beneficial owners of Common Stock
of the Company. The Company has retained Morrow & Co., Inc., 909 Third Avenue,
New York, New York 10022-4799, to assist in soliciting proxies, for which they
will be paid a fee of $3,000.00, plus handling, postage, and out-of-pocket
expenses.
Revocability and Voting of Proxy
A form of proxy for use at the Annual Meeting and a return envelope
for the proxy are enclosed. Stockholders may revoke the authority granted by
their execution of proxies at any time before their effective exercise by
filing with the Secretary of the Company a written notice of revocation or a
duly executed proxy bearing a later date, or by voting in person at the Annual
Meeting. Shares of the Company's Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the instructions specified
thereon. If no specifications are given, the proxies intend to vote the shares
represented thereby to approve the Proposals set forth in the accompanying
Notice of Annual Meeting of Stockholders and in accordance with their best
judgment on any other matters which may properly come before the Annual
Meeting. A person giving the accompanying proxy has the power to revoke it at
any time before the voting.
2
<PAGE>
Record Date and Voting Rights
As of March 4, 1994, the Company had outstanding 14,961,123 shares of
Common Stock, each of which is entitled to one vote on each of the matters to
be presented at the Annual Meeting. Only stockholders of record at the close
of business on that date will be entitled to vote at the Annual Meeting or any
adjournment thereof. The holders of a majority of the outstanding shares of
Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the Annual Meeting.
A plurality of the votes cast by the holders of the shares of Common
Stock present in person or by proxy at the Annual Meeting is required for the
election of directors. Shares of Common Stock held by stockholders present in
person at the Annual Meeting that are not voted for a nominee or shares held
by stockholders represented at the Annual Meeting by proxy from which
authority to vote for a nominee has been properly withheld (including broker
non-votes) will not affect the election of the nominees receiving the
plurality of votes.
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting
and entitled to vote is required for approval of the ratification of the
selection of Coopers & Lybrand as the Company's auditors for fiscal year 1994.
Broker non-votes with respect to this matter will be treated as neither a vote
"for" nor "against" the matter, although they will be counted in determining
if a quorum is present. However, abstentions will be considered in determining
the number of votes required to attain a majority of the shares present or
represented at the Annual Meeting and entitled to vote. Accordingly, an
abstention from voting by a stockholder present in person or by proxy at the
Annual Meeting has the same legal effect as a vote "against" the matter
because it represents a share present or represented at the Annual Meeting and
entitled to vote, thereby increasing the number of affirmative votes required
to approve the matter under consideration.
3
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information, as of January 1, 1994,
regarding the beneficial ownership of Common Stock of the Company of (i) each
person known by the Company to own beneficially more than five percent of the
Company's outstanding Common Stock; (ii) each present director and nominee for
director of the Company; (iii) each of the executive officers named in the
summary compensation table; and (iv) all directors and executive officers of
the Company as a group. Such beneficial ownership is reported in accordance
with the rules of the Securities and Exchange Commission and includes shares
of Common Stock which may be acquired within 60 days upon the exercise of
outstanding stock options. Except as otherwise specified, the named beneficial
owner has sole voting and investment power.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Common Stock
- ---------------- -------------------- -------------
<S> <C> <C>
The Dexter Corporation 8,164,443 shares (1) 54.6%
One Elm Street
Windsor Locks, CT 06096
State of Wisconsin
Investment Board 1,258,000 shares(2) 8.4%
121 East Wilson Street
Madison, Wisconsin 53702
Frederick R. Adler 777,930 shares (3) 5.2%
250 Royal Palm Way, Suite 205
Palm Beach, Florida 33480
Thomas H. Adams, Ph.D. - -
Richard Axel, M.D., Ph.D. 58,038 shares (4) .4%
Betsy Z. Cohen 1,000 shares -
Paul A. Marks, M.D. 22,000 shares .2%
Robert E. McGill, III 3,625 shares -
Donald C. Sutherland 2,000 shares -
J. Stark Thompson, Ph.D. 147,634 shares (5) 1.0%
K. Grahame Walker - -
Thomas M. Coutts 27,667 shares (6) .2%
George E. Lowke, Ph.D. 18,000 shares (7) .1%
Joseph C. Stokes, Jr. 24,922 shares (8) .2%
Brian D. Graves 15,928 shares (9) .1%
All directors and executive
officers as a group
(16 persons) 1,133,133 shares 7.6%
</TABLE>
[Notes On Next Page]
4
<PAGE>
Notes:
(1) This number of shares does not include 42,766 and 125,858 shares of common
stock of The Dexter Corporation ("Dexter"), an affiliate of the Company,
beneficially owned by Messrs. McGill and Walker, respectively,
constituting an aggregate of approximately .7% of the outstanding shares
of Dexter, as of January 1, 1994. The shares of Dexter beneficially owned
by Messrs. McGill and Walker include 37,666 and 89,583 shares,
respectively, which Messrs. McGill and Walker may acquire upon the
exercise of stock options.
(2) This number of shares is based on information set forth in the Schedule
13G, dated February 8, 1994, filed by the State of Wisconsin Investment
Board with the Securities and Exchange Commission.
(3) Includes 7,000 shares of Common Stock owned by Mr. Adler's wife,
of which he may be deemed to be the beneficial owner. Mr. Adler disclaims
beneficial ownership of these shares.
(4) Includes 40,000 shares of Common Stock which Dr. Axel may acquire upon the
exercise of stock options.
(5) Includes 126,667 shares of Common Stock which Dr. Thompson may acquire
upon the exercise of stock options. Also includes 300 shares owned by Dr.
Thompson's wife, of which he may be deemed to be the beneficial owner. Dr.
Thompson disclaims beneficial ownership of these 300 shares.
(6) Includes 27,667 shares of Common Stock which Mr. Coutts may acquire upon
the exercise of stock options.
(7) Includes 17,000 shares of Common Stock which Dr. Lowke may acquire upon
the exercise of stock options.
(8) Includes 21,667 shares of Common Stock which Mr. Stokes may acquire upon
the exercise of stock options.
(9) Includes 15,667 shares of Common Stock which Mr. Graves may acquire upon
the exercise of stock options.
5
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's certificate of incorporation provides for three classes
of directors, each class to consist of not more than five nor fewer than three
directors, with the term of one class expiring at each annual meeting of the
stockholders. The number of directors in each class may from time to time be
determined by the vote of at least 75% of the directors.
The Board of Directors has determined that the total number of
directors of the Company shall be nine, with three in the class whose term
will expire in 1995, three in the class whose term will expire in 1996, and
three in the class whose term will expire in 1997. At the Annual Meeting,
three directors are to be elected for terms expiring in 1997.
Unless otherwise specified, the enclosed proxy will be voted for the
election of Thomas H. Adams, Richard Axel and K. Grahame Walker to serve until
the 1997 Annual Meeting of Stockholders and until their successors shall have
been duly elected and shall qualify. Each of the nominees is currently a
director of the Company. If for any reason at the time of the Annual Meeting
any nominee should be unable to serve as a director, a contingency which the
Board of Directors does not expect to occur, discretionary authority is
reserved to vote for a substitute.
The following information relates to the nominees listed above and to
the other directors of the Company whose terms of office will extend beyond
the Annual Meeting.
Nominees
Term Expiring in 1997:
Thomas H. Adams Director since 1992
Dr. Adams, age 51, has been the chairman of the board and chief executive
officer of Genta Incorporated (biotechnology company) since February 1989. He
previously served as chairman of the board and chief executive officer of Gen-
Probe Incorporated (biotechnology company), which he co-founded in 1984. Prior
to joining Gen-Probe, he held the positions of senior vice president of
research and development and chief technical officer at Hybritech Incorporated
(biotechnology company). Dr. Adams is a director of Ixsys, Inc., Biosite
Diagnostics and La Jolla Pharmaceuticals. He is also a member of the
scientific advisory boards of Gensia Pharmaceuticals and IDEC, Inc.
Richard Axel Director since 1983
Dr. Axel, age 47, has been a professor of biochemistry and pathology, and
investigator at Howard Hughes Medical Institute, College of Physicians and
Surgeons, Columbia University and a consultant to the Company since prior to
1985.
6
<PAGE>
K. Grahame Walker Director since 1989
Mr. Walker, age 56, has been chairman of the Company since April 1993. He has
been chairman and chief executive officer of Dexter since April 1993. He has
been president and chief executive officer of Dexter since December 1989. He
was elected a director of Dexter in April 1989. From April 1988 to December
1989, he was president and chief operating officer of Dexter. From January
1985 to April 1988, he was president of the Specialty Chemicals Group and a
senior vice president of Dexter. He is a director of The Barnes Group.
Mr. Walker is a member of the Executive Committee and the Compensation and
Organization Committee.
OTHER DIRECTORS
Term Expiring in 1996:
Frederick R. Adler Director since 1983
Mr. Adler, age 67, has been the managing general partner of Adler & Company, a
venture capital management firm, and a general partner of its related
investment funds, and a general partner of Adler & Shaykin, a leveraged buyout
fund, since prior to 1986. He is also a senior retiring partner in the law
firm of Fulbright & Jaworski L.L.P., counsel to the Company. Mr. Adler is a
director of Data General Corporation (computer company), Electronics for
Imaging, Inc. (electronic color imaging), Prime Cellular, Inc. and Joy
Technologies, Inc. (manufacturer of underground mining and environmental
machinery). Mr. Adler is also a trustee of Teachers Insurance and Annuity
Association of America.
Mr. Adler is chairman of the Executive Committee and a member of the
Compensation and Organization Committee and the Stock Option Committee.
Paul A. Marks Director since 1985
Dr. Marks, age 67, has been president and chief executive officer of the
Memorial Sloan-Kettering Cancer Center in New York City since 1980. He is a
member of Memorial Sloan-Kettering and an attending physician at Memorial
Hospital for Cancer and Allied Diseases. Dr. Marks is a director of Pfizer,
Inc., certain Dreyfus Funds, National Health Laboratories and Tularik, Inc. (a
biotechnology company).
Donald C. Sutherland Director since 1990
Mr. Sutherland, age 67, is a management consultant. From 1985 to 1989, he was
managing director of investor affairs of E.I. DuPont de Nemours & Company
("DuPont"). Mr. Sutherland held a number of senior management positions during
his 40-year career with DuPont.
Mr. Sutherland is chairman of the Audit Committee and a member of the
Compensation and Organization Committee and the Stock Option Committee.
7
<PAGE>
Term Expiring in 1995:
Betsy Z. Cohen Director since 1992
Ms. Cohen, age 52, has been chairman of the board of State Bancshares, Inc.
(bank holding company) since 1981. She has been chairman of the board of
Jefferson Bank, Philadelphia, Pennsylvania, since 1974. She has been chairman
of the board of Jefferson Bank of New Jersey, Mt. Laurel, New Jersey, since
1987. Ms. Cohen was a director and a member of the Executive Committee of
Dominion Bancshares and Dominion Bank, N.A., both of Roanoke, Virginia and its
successor, First Union of Virginia, from 1986 to 1993. From 1984 to
1990, she was chairman of the board of Dover Group, Ltd. (real estate
development). From 1984 to 1989, she was chairman of the board of Dominion
Bank of Maryland, Bethesda, Maryland.
Ms. Cohen is a member of the Audit Committee and the Stock Option Committee.
Robert E. McGill, III Director since 1977
Mr. McGill, age 62, served as vice chairman of the Company from April 1990 to
April 1992. He has been executive vice president - finance & administration
and a director of Dexter since 1989. He had been senior vice president -
finance & administration and secretary and a director of Dexter from 1983 to
1989. Mr. McGill is a director of Analytical Technologies, Inc. He is a member
of the board of managers of Travelers Variable Annuities Funds (registered
investment companies). Mr. McGill is also a trustee of Travelers Mutual Funds.
Mr. McGill is chairman of the Compensation and Organization Committee and a
member of the Executive Committee and the Audit Committee.
J. Stark Thompson Director since 1988
Dr. Thompson, age 52, has been president and chief executive officer of the
Company since 1988. Prior to joining the Company, he had been with DuPont for
21 years. From June to August 1988, he had been director, Sales and Marketing,
North America, Diagnostics Division of DuPont. He was director, Diagnostics
Systems Division between 1985 and June 1988. Prior thereto, he had been
Business Director of the Diagnostic Systems Division from 1984 to 1985 with
worldwide sales and marketing responsibility for the Division. Prior thereto,
he had been Manager of DuPont's Instrument System Division and was responsible
for general management of the Division.
Dr. Thompson is a member of the Executive Committee.
The Board of Directors of the Company held five meetings in 1993. The
Board has an Executive Committee, a Compensation and Organization Committee,
an Audit Committee and a Stock Option Committee. It has no nominating
committee.
8
<PAGE>
The Executive Committee has four members, Mr. Adler, chairman,
Mr. McGill, Dr. Thompson and Mr. Walker. Subject to certain limitations
prescribed by law, by the Company's certificate of incorporation and by-laws
and by resolutions of the Board, the Executive Committee has and may execute
when the Board is not in session all the powers of the Board. The Executive
Committee did not meet in 1993.
The Compensation and Organization Committee has four members,
Mr. McGill, chairman, Mr. Adler, Mr. Sutherland and Mr. Walker. This committee
monitors the Company's compensation policy, with particular emphasis on
pension and officer remuneration matters. It is also concerned with Company
and board organizational matters. The committee held three meetings in 1993.
The Audit Committee has three members, Mr. Sutherland, chairman,
Ms. Cohen and Mr. McGill. Its meetings include, as a matter of course, private
sessions with the Company's independent certified public accountants. The
Audit Committee recommends to the Board the selection of independent auditors
and is concerned with the scope and quality of audit and quarterly reviews
performed by the independent auditors as well as other services provided by
the independent auditors to the Company. The Audit Committee monitors the
Company's policy on ethics and business conduct, the integrity of officers,
accounting policies and internal controls and the quality of published
financial statements. The committee held three meetings in 1993.
The Stock Option Committee has three members, Mr. Adler, Ms. Cohen and
Mr. Sutherland. This committee grants stock options to directors, officers,
consultants and key employees of the Company under the Company's 1991 Stock
Option Plan. The committee held one meeting in 1993.
In 1993, each incumbent director attended at least seventy-five percent
of the aggregate meetings of the Board held during his or her term as a
director and of the committees on which he or she served.
The Company believes that during fiscal year 1993 all its directors,
executive officers and holders of more than 10% of the Company's Common Stock
complied with all filing requirements of Section 16(a) of the Securities
Exchange Act of 1934, except for Betsy Z. Cohen, a director of the Company,
who filed a late Form 5 reporting one purchase order that occurred in February
1993.
THE BOARD OF DIRECTORS DEEMS ELECTION OF THE DIRECTOR NOMINEES NAMED IN
PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS
AND RECOMMENDS A VOTE "FOR" SUCH NOMINEES.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation
paid by the Company, as well as certain other compensation paid or accrued,
during the fiscal years indicated, to the chief executive officer and the four
other most highly compensated executive officers of the Company whose cash
compensation exceeded $100,000 for the year ended December 31, 1993 for
services rendered in all capacities to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term All Other
Name and ------------------- Compensation Compensation*
Principal Position Year Salary ($) Bonus ($) Options (#) ($)
- ------------------ ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D., 1993 $ 327,000 $ 109,484 40,000 $ 1,021
President, Chief Executive 1992 297,250 187,451 40,000 1,380
Officer and Director 1991 267,500 34,425 30,000 1,117
Thomas M. Coutts 1993 196,500 55,978 17,000 --
Sr. Vice President and 1992 179,750 103,806 17,000 --
General Manager 1991 164,000 21,000 15,000 --
Joseph C. Stokes, Jr. 1993 163,500 41,055 13,000 1,021
Vice President - Finance 1992 153,250 72,410 13,000 1,380
Secretary and Treasurer 1991 140,625 13,397 10,000 1,117
George E. Lowke, Ph.D., 1993 159,000 39,925 10,000 1,021
Vice President, Research 1992 148,750 66,938 9,000 1,380
and Development 1991 140,750 11,609 6,000 1,117
Brian D. Graves, 1993 149,750 35,722 10,000 1,021
Vice President, 1992 135,250 66,498 10,000 1,380
U.S. Industrial Bioproducts Division 1991 124,800 10,149 7,000 1,117
</TABLE>
* All Other Compensation represents the Company's contributions under
an Extra Savings Plan ("ESP") for the account of each executive
officer. Mr. Coutts does not participate in the ESP.
10
<PAGE>
The following table shows, as to each executive officer named in the
summary compensation table, further information with respect to stock option
grants during the period January 1, 1993 through December 31, 1993:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
- ----------------------------------------------------------------------------------------------- Annual Rates of
Percent of Total Stock Price
Options Options Granted Exercise or Appreciation for
Granted* to Employees in Base Price Expiration Option Term ***
Name (#) Fiscal Year ($/Share)** Date 5% ($) 10% ($)
- ------------------------ ------- ----------- ------------ ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 40,000 20.4% $ 18.625 Oct. 12, 2001 $304,122 $771,194
Thomas M. Coutts 17,000 8.7% $ 18.625 Oct. 12, 2001 129,252 302,257
Joseph C. Stokes, Jr. 13,000 6.6% $ 18.625 Oct. 12, 2001 98,840 231,138
George E. Lowke, Ph.D. 10,000 5.1% $ 18.625 Oct. 12, 2001 76,030 177,798
Brian D. Graves 10,000 5.1% $ 18.625 Oct. 12, 2001 76,030 177,798
</TABLE>
* One-third of these options vest on each of the first three
anniversary dates following the date of grant. Options are exercisable
within the five-year period beginning on the anniversary date on which
the options vest. Accordingly, the portions of the grant that vest in
1994, 1995 and 1996 expire in 1999, 2000 and 2001, respectively.
** The exercise price of all options granted during 1993 was equal to
the market value of the underlying Common Stock on the date of grant.
*** The dollar gains based on assumed annual rates of appreciation are
calculated using a 5% and 10% compound annual growth rate for six
years on the option portion expiring in 1999; seven years for the
option portion expiring in 2000; and eight years for the option
portion expiring in 2001.
11
<PAGE>
The following table provides information on option exercises in fiscal
year 1993 by the named executive officers and the value of such officers'
unexercised options at December 31, 1993.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Shares
Acquired Number of Unexercised Value of Unexercised
on Value Options at Fiscal Year End In-the-Money Options
Exercise Realized (#) at Fiscal Year End ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. -- -- 126,667 76,666 $ 735,499 $ --
Thomas M. Coutts 9,333 $34,499 27,667 33,333 48,440 17,500
Joseph C. Stokes, Jr. -- -- 21,667 24,999 47,546 11,666
George E. Lowke, Ph.D. -- -- 17,000 18,000 38,720 7,000
Brian D. Graves -- -- 15,667 18,999 33,099 8,166
</TABLE>
Pension and Retirement Benefits
The Company has a pension plan for certain groups of employees. The
Company makes an annual contribution to the plan which is actuarially
determined. Such contribution cannot be appropriately allocated to individual
participants and, accordingly, is not included in the summary compensation
table. The Company's contribution to the pension plan for 1993 will be
$1,680,070 which represents 3.6% of eligible compensation. Employees within the
eligible group may participate in the plan after completing one year of service
and attaining age 21. Participating employees become fully vested in the plan
after five years of service. Normal retirement age is 65, and actuarially
reduced benefits are available to participants who are age 55 and have ten years
of service.
In general, the participant accrues an annual retirement benefit equal
to 1% of the participant's final five-year average compensation times the number
of years of service credited after October 31, 1975. Eligible compensation is
defined as salary, hourly wages, bonus and commissions. Eligible compensation
for the executive officers named in the summary compensation table above does
not differ substantially (by more than 10 percent) from the summary compensation
set forth in such table.
12
<PAGE>
The following table illustrates the estimated annual benefit (prior to
an offset for the primary Social Security benefit) which participants are
eligible to receive from the pension plan under a straight life annuity basis
with a retirement age of 65 assuming the individual's compensation remains
constant at the indicated amount for the final five years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Final Five Years of Service
Year Average
Remuneration 15 years 20 years 25 years 30 years 35 years
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 500,000 75,000 100,000 125,000 150,000 175,000
450,000 67,500 90,000 112,500 135,000 157,500
400,000 60,000 80,000 100,000 120,000 140,000
350,000 52,500 70,000 87,500 105,000 122,500
300,000 45,000 60,000 75,000 90,000 105,000
250,000 37,500 50,000 62,500 75,000 87,500
200,000 30,000 40,000 50,000 60,000 70,000
150,000 22,500 30,000 37,500 45,000 52,500
</TABLE>
The number of credited years of service as of December 31, 1993, for
the executive officers named in the summary compensation table was five for J.
Stark Thompson, 13 for Joseph C. Stokes, Jr., four for George E. Lowke and 12
for Brian D. Graves. Thomas M. Coutts does not participate in the pension plan.
As of December 31, 1993, the estimated benefits payable upon retirement at age
65, based on the maximum years of service for each individual, was as follows:
J. Stark Thompson, $78,567, Joseph C. Stokes, Jr., $65,458, George E. Lowke,
$29,839 and Brian D. Graves, $46,368.
The Company has a supplemental retirement plan ("SRP") intended to
provide retirement benefits, supplementing those provided under other plans, to
certain officers and key employees. Upon retirement at the age of 65,
participants are entitled to receive an annual benefit equal to 55% of their
average annual compensation (salary and bonus) based on the highest 60
consecutive months of a participant's last 120 months as a participant in the
SRP, less all other retirement benefits received (including Social Security
benefits, other Company retirement benefits, and plans of other employers). The
SRP currently has four participants, including George E. Lowke. Payments made
under the SRP are not included in the Pension Plan Table above.
13
<PAGE>
Agreements with Executive Officers
The Company has agreements with certain of its executives, including
the executive officers named in the summary compensation table, which provide
certain severance benefits for them in the event of a termination of their
employment following a Change of Control (as defined in the agreements), in
order to encourage such executives, in the event of a Change of Control of the
Company, to continue to perform their duties in the best interest of the
Company and its stockholders. The agreements were entered into between June
23, 1989 and April 13, 1993.
Each agreement provides that, if, within a specified period of time
following a Change of Control (generally one or two years) the Company
terminates the employment of the executive other than for Cause or Disability
(as defined in the agreements), or the executive voluntarily terminates his
employment for Good Reason (as defined in the agreements), the executive will
receive his salary and bonus through the date of termination plus specified
severance benefits. Generally, these severance benefits include (i) a
specified multiple times his annual base salary plus bonus, and (ii)
retirement benefits and health insurance and other benefits for the remainder
of the term of the agreement. In addition, the executive would be entitled to
immediate acceleration of the exercisability of his stock options.
A Change of Control of the Company generally includes an acquisition
of 50% or more of the Company's stock without approval of a majority of the
incumbent board of directors, certain changes in the Company's board of
directors and, so long as Dexter owns specified percentages of the Company's
stock, certain increases in directors related to Dexter following a change in
control of Dexter.
14
<PAGE>
REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act of 1934, as amended, that might incorporate future filings, including this
Proxy Statement, in whole or in part, the following report and the Performance
Graph which follows shall not be incorporated by reference into any such
filings.
The Compensation and Organization Committee ("Compensation Committee")
of the Company is responsible for, among other things, establishing the
compensation policies applicable to executive officers. The Compensation
Committee is composed of four voting members: Robert E. McGill, III, chairman,
Frederick R. Adler, Donald C. Sutherland and K. Grahame Walker.
Overall Policy
The Company's executive compensation is designed to be closely linked
to long-term corporate performance and returns to stockholders. To this end,
the Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified performance goals and to
appreciation in the Company's stock price over time. The overall objectives of
this strategy are to attract and retain executive talent of the highest
quality, to motivate these executives to achieve the goals inherent in the
Company's strategy, to link executive and stockholder interests through equity-
based compensation and to provide a compensation package that recognizes
individual contributions as well as overall business results.
Each year the Compensation Committee conducts a review of the Company's
executive compensation program. This review has included consideration of
reports based on independent compensation consultant's assessment of the
competitiveness of the Company's compensation program and a comparison of the
Company's executive compensation to a peer group of public corporations that
represent a number of the Company's most direct competitors for executive
talent. The Board of Directors reviews the selection of peer companies used
for compensation analysis. The compensation review permits an ongoing
evaluation of the link between the Company's performance and its executive
compensation in the context of the compensation programs of other companies.
The key elements of the Company's executive compensation program
consist of base salary, cash bonuses and stock options. The Compensation
Committee's policies with respect to each of these elements, including the
bases for the compensation awarded to Dr. Thompson, are discussed below.
15
<PAGE>
Base Salary
Base salaries for executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions at
other companies. The Company has used the Radford Biotechnology Survey of
Compensation and Benefits, which is published annually, for purposes of
comparison of compensation of its executive officers to compensation of peer
companies. Approximately 200 biotechnology companies participated in the
Radford Biotechnology Survey, of which about one-half were publicly traded
companies and one-half were private companies. Certain companies included in
the Radford Biotechnology Survey were also included in the Nasdaq
Pharmaceuticals Stocks Index, although the two groups of companies were
developed independently of each other.
Annual salary adjustments are determined by evaluating the performance
of each executive officer taking into account new responsibilities as well as
the individual's contribution to the Company's overall performance. Individual
performance ratings take into account such factors as achievement of the
strategic plan, attainment of specific individual objectives, interpersonal
managerial skills and civic involvement.
Cash Bonus
The Company's cash bonus accounts for a significant percentage of each
executive officer's compensation. Executive officers participate in the
Company's Incentive Compensation Plan ("ICP"), which is a pay-for-performance
plan designed to compensate officers for performance that increases
stockholder value. Approximately 300 employees of the Company are eligible to
participate in the ICP. The ICP is approved by the Compensation Committee and
is reviewed semi-annually.
"Performance" is measured by assessing both the Company's performance
and individual performance. The total amount of compensation to be distributed
each year (the "Incentive Pool") is based on Company performance, as measured
by specific measurements defined each year such as sales growth, return on
investment and operating profitability. Threshold, target and maximum
performance levels are established to reflect the Company's operations. Each
participant's ICP payout is based upon his or her contribution to the
Company's performance as well as the Company's overall financial results in
the year. The individual performance ratings in the ICP may range from 0% to
120%. The Company performance-based factors considered in determining the 1993
ICP and the weight given to those factors were as follows: operating income,
50%; return on investment, 30%; and net sales, 20%. These factors are weighted
annually to reflect the assessment of those issues that are in need of
emphasis in accordance with the Company's strategic plan. Once the Incentive
Pool is determined, the Compensation Committee reviews each executive
officer's potential share of the Incentive Pool based on his or her
contribution to the Company's business results. Bonuses are paid semi-
annually, although the amounts paid under the ICP are based on and adjusted
for the Company's annual results.
16
<PAGE>
Stock Options
The third component of executive officer's compensation is the Company's
1991 Stock Option Plan pursuant to which the Company has granted to executive
officers options to purchase shares of its Common Stock. The Board of
Directors of the Company believes that the Company's stock option plan is an
important factor in attracting, retaining and motivating its officers and key
employees. The objective of the Company's stock option plan is to advance the
long-term interests of the Company and its stockholders and complement
incentives tied to annual performance. Stock option grants provide rewards to
executives upon the creation of incremental stockholders value and the
attainment of long-term earnings goals. The determination of the number of
stock options granted under the Company's stock option plan is primarily based
upon a review of stock options granted at other peer companies and judgements
concerning an individual's performance results and the ability of the
individual to impact the long-term success of the Company. The Compensation
Committee also considers the number of options outstanding as previously
granted, the number of options held by such officer, and the aggregate number
of current stock options to be granted in determining the number of stock
options to be granted to a participant.
In order to provide the Board with an objective perspective of
competitive stock option programs based on public information, the Board of
Directors of the company engaged an independent consultant in executive
compensation to prepare an analysis of the Company's stock option program in
light of competitive stock option programs. The Board of Directors considered
the consultant's conclusions in its stock option grants.
The 1993 stock options were granted at an exercise price equal to the
market value of the Common Stock on the date of grant and will only have value
if the Company's stock price increases. Generally, grants of stock options
vest in equal amounts over three years and are exercisable within the five-
year period beginning on the anniversary date on which the options vest. This
approach is designed to provide further incentive to create value for the
Company's stockholders over the long-term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over a number of years.
17
<PAGE>
1993 Compensation to Chief Executive Officer
In 1993, J. Stark Thompson, Ph.D., Chief Executive Officer of the
Company, received a base salary of $327,000 (an increase of 10% over his 1992
base salary). In addition, $109,484 (equal to 6.1% of the Company's Incentive
Pool) was paid to Dr. Thompson as a bonus in 1993 compared with $187,451
(equal to 6.5% of the Company's Incentive Pool) paid in 1992. In 1993, the
Company's net sales increased 4% over 1992, while net income and earnings per
share increased 7% over the prior year. The Company's performance in 1993 fell
below target levels. It is our view that total cash compensation paid to Dr.
Thompson in 1993 is consistent with the Compensation Committee's compensation
philosophy.
In 1993, Dr. Thompson also received options to purchase 40,000 shares
of Common Stock at an exercise price of $18.625 per share. The grants were
given to reinforce the relationship between the Company's performance and the
Chief Executive Officer's future earnings.
Dr. Thompson received a base salary of $297,250 in 1992, an increase of
11% over the prior year. He was paid a bonus in 1992 of $187,451 compared with
$34,425 the year before. In 1992, compared to the previous fiscal year, the
Company's net sales increased by 16%, net income increased by 28% and earnings
per share increased by 26%. The Company's performance in 1992 was evaluated as
having exceeded expectations when compared with specific performance goals.
Conclusion:
The Compensation Committee believes that linking executive
compensation to individual and Company performance results in better alignment
of compensation with corporate business goals and stockholder value. As
performance goals are set or exceeded, resulting in increased value to
stockholders, executives are rewarded commensurately. The Compensation
Committee believes that compensation paid to its executives during 1993
reflects the Company's compensation goals and policy.
Compensation and Organization Committee
Robert E. McGill, III, Chairman
Frederick R. Adler
Donald C. Sutherland
K. Grahame Walker
18
<PAGE>
PERFORMANCE GRAPH
Note: The total stockholder return (i.e., changes in share price plus
reinvested dividends) shown on the performance graph below is not necessarily
indicative of the future returns on the Company's Common Stock.
Comparison of Five-Year Cumulative Total Return Among Life Technologies, Inc.,
The Nasdaq Stock Market (U.S. & Foreign) and Nasdaq Pharmaceutical Stocks
(Assuming an investment of $100 on December 31, 1988)
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Legend
Symbol Index Description 1988 1989 1990 1991 1992 1993
- ------------------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Life Technologies, Inc. 100 93 126 136 171 147
Nasdaq Pharmaceutical Stocks 100 122 103 165 192 221
Nasdaq Stock Market 100 125 151 401 334 301
(U.S. & Foreign)
</TABLE>
19
<PAGE>
Compensation Committee Interlocks and Insider Participation
During 1993, Robert E. McGill, chairman, Frederick R. Adler, Donald C.
Sutherland and K. Grahame Walker served as members of the Company's Compensation
Committee. For consulting services relating to investor relations and general
management rendered in 1993, the Company paid $6,750 to Mr. Sutherland.
Messrs. McGill and Walker serve as directors of Dexter. Since 1977, the
Company has received the benefit of certain services performed by Dexter
corporate personnel for which no charges are assessed. These services include
insurance and risk management advice. Such charges would not have materially
affected recorded financial results. Dexter also purchases all insurance for the
Company. The Company is charged its pro rata share of the cost of such
insurance. During 1993, the Company borrowed various amounts up to a maximum of
$4.5 million from Dexter under a revolving line of credit to finance short-term
working capital needs. There were non borrowings outstanding at December 31,
1993.
Compensation of Directors
In 1993, each director of the Company (except Dr. Thompson who was an
officer of the Company) received a $10,000 retainer fee which was paid
quarterly, an additional fee of $1,000 for each Board meeting attended, and $500
for each committee meeting attended.
Certain Relationships and Related Transactions
The law firm of Fulbright & Jaworski L.L.P., in which Mr. Adler is a
senior retiring partner, received fees of $260,835 for services rendered to the
Company in 1993.
For scientific advisory consultation and research and development
assistance rendered in 1993, the Company paid fees of $35,000 to Dr. Axel. It is
expected that if Dr. Axel provides consulting services in 1994 he will receive
remuneration on a per diem basis as approved by the Board of Directors of the
Company.
In March 1991, in connection with the exercise of certain stock options
by various persons under the Company's stock option plans, the Company
guaranteed repayment of loans made by The Riggs National Bank of Washington,
D.C. to certain officers and directors to provide them with the funds to
exercise their stock options to enable them to receive the special dividend of
$3.50 per share declared by the Board of Directors in February 1991. The Company
does not reimburse the interest expense on these loans for any person under this
arrangement. At December 31, 1993, the Company had guarantees outstanding of
$308,000 for Dr. Axel.
20
<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
selected the firm of Coopers & Lybrand, independent certified public
accountants, to audit the accounts of the Company for fiscal year 1994, and it
is proposed that the selection of such firm be ratified by the stockholders at
the Annual Meeting. In the event that such selection is not so ratified, it will
be reconsidered by the Audit Committee and the Board.
A representative of Coopers & Lybrand will be present at the Annual
Meeting, will have an opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions from stockholders.
Coopers & Lybrand audited the accounts of the Company and certain
employee benefit plans for fiscal year 1993. In connection with its audit
function, Coopers & Lybrand reviewed the Company's 1993 quarterly and annual
reports to its stockholders and certain filings with the Securities and Exchange
Commission. In addition, during fiscal year 1993, Coopers & Lybrand provided
other professional services to the Company.
The Audit Committee approves in advance the nature of professional
services for which the Company may retain the firm of Coopers & Lybrand,
considers the possible effect of such retention on the independence of such
firm, and determines that the services provided were within the scope of such
approval.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
21
<PAGE>
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 1995
Annual Meeting of Stockholders of the Company must be received by the Company no
later than November 21, 1994, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at
the Annual Meeting. If, however, any other business properly comes before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
Dated: March 21, 1994
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT CHARGE
AFTER MARCH 31, 1994, TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM:
LIFE TECHNOLOGIES, INC.
ATTN: JOSEPH C. STOKES, JR., SECRETARY
P.O. BOX 6009
GAITHERSBURG, MARYLAND 20884-9980.
22
<PAGE>
1. ELECTION OF DIRECTORS.
Nominees: Thomas H. Adams, Richard Axel and K. Grahame Walker for
three-year terms.
[ ] For all listed nominees (except [ ] Withhold Authority to vote
for nominee(s) whose names(s) for the listed nominees.
appear below):
2. RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND AS INDEPENDENT
AUDITORS OF THE COMPANY FOR FISCAL YEAR 1994.
[ ] For [ ] Against [ ] Abstain
Discretionary authority is hereby granted with respect to such other matters
as may properly come before the Annual Meeting.
Date: , 1994
Important: Each joint owner shall sign. Executors,
administrators, trustees, etc., should give full title. Signature
The above-signed acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement
furnished therewith. Signature (if held jointly)
<PAGE>
PROXY PROXY
Life Technologies, Inc.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD APRIL 26, 1994
Joseph C. Stokes, Jr. and J. Stark Thompson, and each of them acting without
the other, as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, are hereby authorized to
represent and to vote as designated below, all shares of Common Stock of Life
Technologies, Inc. (the "Company") held of record by the undersigned on March
4, 1994, at the Annual Meeting of Stockholders to be held at 11:00 a.m., local
time, on Tuesday, April 26, 1994, at The Rockefeller Center Club, 30
Rockefeller Plaza, New York, New York or at any adjournment thereof. Any and
all proxies heretofore given are hereby revoked.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET
FORTH IN THE PROXY STATEMENT.
