<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
LIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-0431300
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
8717 GROVEMONT CIRCLE
GAITHERSBURG, MARYLAND 20877
(Address, including zip code, of principal executive offices)
LIFE TECHNOLOGIES, INC.
1995 LONG TERM INCENTIVE PLAN
(Full title of the plan)
-------------------
JOSEPH C. STOKES, JR.
VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
LIFE TECHNOLOGIES, INC.
8717 GROVEMONT CIRCLE
GAITHERSBURG, MARYLAND 20877
(301) 840-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
MARA H. ROGERS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
(Facing Page Continued on Following Page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (1) price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par
value per share........... 750,000 shares $20.25 $15,187,500.00 $5,237.07
=============================================================================================================================
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is based on the average of the high and low
prices of the Common Stock as reported on the Nasdaq Stock Market on May
24, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Life Technologies, Inc. (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(iii) The description of the Company's Common Stock contained in
Amendment No. 1 to its Registration Statement on Form 8-A,
filed on October 1, 1986.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been passed on for
the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
10103. A director of the Company is a senior retiring partner of Fulbright &
Jaworski L.L.P. but is not eligible to participate in the 1995 Plan.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.
Article VI of the Company's By-laws provides that the Company shall
indemnify certain persons, including officers, directors, employees and agents,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware. The Company has also entered into indemnification
agreements with its current directors and executive officers.
II-2
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4(a) -- Life Technologies, Inc. 1995 Long Term Incentive Plan.
5 -- Opinion of Fulbright & Jaworski L.L.P.
15 -- Letter re: Unaudited Interim Financial Information
23(a) -- Consent of Coopers & Lybrand L.L.P.
23(b) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 -- Power of Attorney (included in signature page).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective dates of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
II-3
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii)
-------- -------
do not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the registrant in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Gaithersburg, State of Maryland on June 1, 1995.
LIFE TECHNOLOGIES, INC.
By: /s/ Joseph C. Stokes, Jr.
---------------------------------
Joseph C. Stokes, Jr.
Vice President - Finance,
Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below and on the following page constitutes and appoints each of J.
Stark Thompson, and Joseph C. Stokes, Jr. as his true and lawful attorney-in-
fact and agent, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated.
Dated: June 1, 1995
/s/ Thomas H. Adams, Ph.D. /s/ Jerry E. Robertson, Ph.D.
- ----------------------------------- --------------------------------------
Thomas H. Adams, Ph.D Jerry E. Robertson, Ph.D.
Director Director
/s/ Frederick R. Adler /s/ K. Grahame Walker
- ----------------------------------- --------------------------------------
Frederick R. Adler K. Grahame Walker
Director Chairman of the Board
of Directors
/s/ Richard Axel, M.D., Ph.D. /s/ Donald C. Sutherland
- ----------------------------------- --------------------------------------
Richard Axel, M.D., Ph.D. Donald C. Sutherland
Director Director
/s/ Kathleen Burdett /s/ J. Stark Thompson, Ph.D.
- ----------------------------------- --------------------------------------
Kathleen Burdett J. Stark Thompson, Ph.D.
Director President and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Betsy Z. Cohen /s/ Joseph C. Stokes, Jr.
- ----------------------------- --------------------------------------
Betsy Z. Cohen Joseph C. Stokes, Jr.
Director Vice President - Finance
Secretary and Treasurer
(Principal Financial Officer)
/s/ Paul A. Marks, M.D. /s/ C. Eric Winzer
- ----------------------------- --------------------------------------
Paul A. Marks, M.D. C. Eric Winzer
Director Controller
(Principal Accounting Officer)
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4 Life Technologies, Inc. 1995 Long Term
Incentive Plan
5 Opinion of Fulbright & Jaworski L.L.P.
15 Letter re: Unaudited Interim Financial
Information
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5).
24 Power of Attorney (included in signature
page).
</TABLE>
II-7
<PAGE>
EXHIBIT 4
<PAGE>
LIFE TECHNOLOGIES, INC.
1995 LONG TERM INCENTIVE PLAN
ADOPTED BY STOCKHOLDERS ON APRIL 11, 1995
I. PURPOSE.
The 1995 Long Term Incentive Plan (the "Plan") is intended to help
maintain and develop strong management through ownership of shares of Life
Technologies, Inc. (the "Corporation") by key employees of the Corporation and
its affiliates and through incentive awards for recognition of efforts and
accomplishments which contribute materially to the success of the Corporation's
business interests.
II. DEFINITIONS.
As used in this Plan, except where the context otherwise indicates, the
following definitions apply:
(1) "Affiliate" means any corporation, partnership, or entity in which
the Corporation, directly or indirectly, owns a 50 percent or greater
equity interest.
(2) "Award" means a stock option, stock appreciation right ("SAR"),
restricted stock, performance award, incentive share, dividend equivalent
right ("DER"), or other award under the Plan.
(3) "Board" means the Board of Directors of the Corporation.
(4) "Code" means the Internal Revenue Code, as in effect from time to
time.
(5) "Committee" means the Stock Option Committee of the Board, which
Committee shall consist of three or more members of the Board, each of
whom is a "disinterested person" within the meaning of Rule 16b-3.
(6) "Designated beneficiary" means the person designated by the grantee
of an award hereunder to be entitled, on the death of the grantee, to any
remaining rights arising out of such award. Such designation must be made
in writing and in accordance with such regulations as the Committee may
establish.
(7) "Detrimental activity" means activity that is determined in
individual cases, by the Committee, to be detrimental to the interests of
the Corporation or any affiliate.
<PAGE>
(8) "Dividend equivalent right," herein sometimes called a "DER," means
the right of the holder thereof to receive, pursuant to the terms of the
DER, credits based on the cash dividends that would be paid on the shares
specified in the DER if such shares were held by the grantee, as more
particularly set forth in Section XII(1).
(9) "Effectively granted" means, for purposes of determining the number
of shares subject to an outstanding award under the Plan, the number of
shares subject to such award or the number of shares with respect to which
the value of such award is measured, as applicable, determined in each
case according to the standards of Rule 16b-3. An option that includes an
SAR shall be considered a single award for this purpose.
(10) "Effectively issued" means the gross number of shares purchased,
issued, delivered, or paid free of restrictions upon the exercise,
settlement, or payment of an award, or lapse of restrictions thereon, as
the case may be, determined in each case according to the standards of
Rule 16b-3.
(11) "Eligible employee" means an employee who is a director or officer,
or in a managerial, professional, or other key position as determined by
the Committee.
(12) "Employee" means a regular employee of the Corporation or one of its
affiliates.
(13) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
(14) "Fair market value" in relation to a share as of any specific time
shall mean such value as reported for stock exchange or market
transactions determined in accordance with any applicable regulations of
the Committee in effect at the relevant time.
(15) "Grantee" means a recipient of an award under the Plan.
(16) "Incentive shares" means an award of shares granted pursuant to
Section XI.
(17) "Incentive Stock Option," herein sometimes called an "ISO," means a
stock option meeting the requirements of Section 422 of the Code or any
successor provision.
<PAGE>
(18) "Performance award" means an award of shares, or of units or rights
based on, payable in, or otherwise related to shares, granted pursuant to
Section X.
(19) "Performance period" means any period specified by the grant of a
performance award during which specified performance criteria are to be
measured.
(20) "Reporting person" means a person subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to equity
securities of the Corporation.
(21) "Restricted stock" means any share issued with the restriction that
the holder may not sell, transfer, pledge, or assign such share and such
other restrictions (which may include, but are not limited to,
restrictions on the right to vote or receive dividends) which may expire
separately or in combination, at one time or in installments, all as
specified by the grant.
(22) "Rule 16b-3" means Rule 16b-3 (or any successor thereto) under the
Exchange Act that exempts transactions under employee benefit plans, as in
effect from time to time.
(23) "Share" means a share of Common Stock of the Corporation issued and
reacquired by the Corporation or previously authorized but unissued.
(24) "Stock appreciation right," herein sometimes called an "SAR," means
the right of the holder thereon to receive, pursuant to the terms of the
SAR, a number of shares or cash or a combination of shares and cash, based
on the increase in the value of the number of shares specified in the SAR,
as more particularly set forth in Section VIII.
(25) "Terminate" means cease to be an employee, except by death, but a
change of employment from the Corporation or one affiliate to another
affiliate or to the Corporation shall not be considered a termination.
(26) "Terminate normally" for an employee participating in the Plan means
terminate
(a) at normal retirement time for that employee,
(b) as a result of that employee's becoming incapacitated, or
<PAGE>
(c) with written approval of the Committee given in the context of
recognition that all or a specified portion of the outstanding awards to
that employee will not expire or be forfeited or annulled because of such
termination
and, in each such case, without being terminated for cause.
(27) "Year" means calendar year.
<PAGE>
III. ADMINISTRATION.
(1) The Plan shall be administered by the Committee, which shall have
authority:
(a) to determine the employees of the Corporation to whom, and
the times at which, awards shall be granted, and the number of shares to
be subject to each such award, taking into account the nature of services
rendered by the particular employee, the employee's potential contribution
to the long-term success of the Corporation and such other factors as the
Committee in its discretion shall deem relevant;
(b) to interpret the Plan and to establish rules and regulations
relating to it;
(c) to prescribe the terms and provisions of the awards; and
(d) to make all other determinations necessary or advisable in
order to administer the Plan.
(2) The Committee may delegate to the Chief Executive Officer and/or to
other senior officers of the Corporation its duties under the Plan pursuant to
such conditions and limitations as the Committee may establish, except that only
the Committee may make any awards or determinations regarding grants to
reporting persons.
(3) All decisions of the Committee upon questions concerning the Plan,
or any award, shall be binding and conclusive upon the individual employees
involved and all persons claiming under them.
(4) With respect to reporting persons, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3. To the extent
any provision of the Plan or any action by an authority under the Plan fails to
so comply, such provision or action shall, without further action by any person,
be deemed to be automatically amended to the extent necessary to effect
compliance with Rule 16b-3, provided that if such provision or action cannot be
amended to effect such compliance, such provision or action shall be deemed null
and void, to the extent permitted by law and deemed advisable by the appropriate
authority. Each award to a reporting person under the Plan shall be deemed
issued subject to the foregoing qualification.
(5) An award under the Plan is not transferable except, as provided in
the award, by will or the laws of descent and distribution, and is not subject,
in whole or
<PAGE>
in part, to attachment, execution, or levy of any kind. The designation by a
grantee of a designated beneficiary shall not constitute a transfer.
(6) Any rights with respect to an award granted under the Plan existing
after the grantee dies are exercisable by the grantee's designated beneficiary
or, if there is no designated beneficiary, by the grantee's personal
representative.
(7) Except as otherwise provided herein, a particular form of award may
be granted to an eligible employee either alone or in addition to other awards
hereunder. The provisions of particular forms of award need not be the same with
respect to each recipient.
(8) The Plan and all action taken under it shall be governed by the laws
of the State of Delaware.
IV. TERM.
The term of the Plan begins on the date stockholder approval of the Plan
is obtained and ends on the tenth anniversary of that date.
V. SHARES SUBJECT TO THE PLAN.
Subject to the provisions of Section VI, the aggregate number of shares of
the Common Stock of the Corporation which may be effectively issued under the
Plan shall not exceed 750,000 shares. Any shares of Common Stock to be delivered
by the Corporation under the Plan shall be issued from authorized but unissued
shares of Common Stock or from treasury stock acquired by the Corporation at the
discretion of the Committee. In the event that any award expires, lapses or
terminates without issuance of shares or other consideration, the shares of
Common Stock allocable to such award shall again be available for issuance under
the Plan.
VI. ADJUSTMENTS.
Whenever a stock split, stock dividend, or other relevant change in
capitalization which the Committee determines to be dilutive to outstanding
awards occurs,
(1) the number of shares that can thereafter be obtained under
outstanding awards and the purchase price per share, if any, under such
awards, and
<PAGE>
(2) every number of shares used in determining whether a particular
award is grantable thereafter,
shall be adjusted as the Committee determines is appropriate.
<PAGE>
VII. STOCK OPTIONS.
One or more stock options may be granted to any eligible employee. Each
stock option so granted shall be subject to such terms and conditions as the
Committee shall impose, which shall include the following:
(1) The exercise price per share shall be specified by the grant, but
shall in no instance be less than 100 percent of fair market value at the time
of grant. Payment of the exercise price shall be made in cash, shares, or other
consideration in accordance with the terms of the Plan and any applicable
regulations of the Committee in effect at the time and valued at fair market
value on the date of exercise of the stock option.
(2) If the grantee has not terminated, the stock option shall become
exercisable at the time or times specified by the grant. If the grantee has
terminated before a stock option or portion thereof becomes exercisable, that
stock option or portion thereof shall be forfeited and shall never become
exercisable. Except as otherwise specified by the grant, a stock option shall
become immediately exercisable in full upon the death of the grantee.
(3) Any stock option or portion thereof that is exercisable is
exercisable for the full amount or for any part thereof, except as otherwise
provided by the grant.
(4) Each stock option ceases to be exercisable, as to any share, when
the stock option is exercised to purchase that share, or when a related SAR is
exercised either by the holder or automatically in accordance with its terms, or
when the stock option expires. To the extent an SAR included in a stock option
is exercised, such stock option shall be deemed to have been exercised and shall
not be deemed to have expired.
(5) A stock option or portion thereof that is exercisable shall expire
in the following situations:
(a) if the grantee is then living, it shall expire at the earliest
of:
(i) ten years after it is granted,
(ii) five years after the grantee terminates normally, or
(iii) any earlier time specified by the grant;
(b) if the grantee terminates, but does not terminate normally,
it shall expire at the time of termination;
<PAGE>
(c) if the grantee is determined to have engaged in detrimental
activity, it shall expire as of the date of such determination; or
(d) if the grantee dies, it shall expire at the earlier of:
(i) three years after the grantee's death, or
(ii) any earlier time specified by the grant;
but, in any case, no later than ten years after it is granted.
(6) Except to the extent otherwise specified in this Section VII(6),
stock options granted hereunder may be designated as ISOs. To the extent that
the aggregate fair market value of shares with respect to which stock options
designated as ISOs are exercisable for the first time by any grantee during any
year (under all plans of the Corporation and any affiliate thereof) exceeds
$100,000, such stock options shall be treated as not being ISOs. The foregoing
shall be applied by taking stock options into account in the order in which they
were granted. For the purposes of the foregoing, the fair market value of any
share shall be determined as of the time the stock option with respect to such
share is granted. In the event the foregoing results in a portion of a stock
option designated as an ISO exceeding the above $100,000 limitation, only such
excess shall be treated as not being an ISO.
VIII. STOCK APPRECIATION RIGHTS.
(1) An SAR may be granted to an eligible employee as a separate award
hereunder. Any such SAR shall be subject to such terms and conditions as the
Committee shall impose, which shall include provisions that (a) such SAR shall
entitle the holder thereof, upon exercise thereof in accordance with such SAR
and the regulations of the Committee, to receive from the Corporation that
number of shares having an aggregate value equal to the excess of the fair
market value, at the time of exercise of such SAR, of one share over the
exercise price per share specified by the grant of such SAR (which shall in no
instance be less than 100 percent of fair market value at the time of grant)
times the number of shares specified in such SAR, or portion thereof, which is
so exercised; and (b) such SAR shall be exercisable, or be forfeited or expire,
upon the same conditions set forth for freestanding options in Section VII,
paragraphs (2), (3), (4), and (5).
(2) Any stock option granted under the Plan may include an SAR, either
at the time of grant or by amendment. An SAR included in a stock option shall be
subject to such terms and conditions as the Committee shall impose, which shall
<PAGE>
include provisions that (a) such SAR shall be exercisable to the extent, and
only to the extent, the stock option is exercisable; and (b) such SAR shall
entitle the optionee to surrender to the Corporation unexercised the stock
option in which the SAR is included, or any portion thereof, and to receive from
the Corporation in exchange therefor that number of shares having an aggregate
value equal to the excess of the fair market value, at the time of exercise of
such SAR, of one share over the exercise price specified in such stock option
times the number of shares specified in such stock option, or portion thereof,
which is so surrendered.
(3) In lieu of the right to receive all or any specified portion of such
shares, an SAR may entitle the holder thereof to receive the cash equivalent
thereof as specified by the grant.
(4) An SAR may provide that such SAR shall be deemed to have been
exercised at the close of business on the business day preceding the expiration
of such SAR or the related stock option, if any, if at such time such SAR has
positive value and would have expired in accordance with the conditions set
forth in Section VII(5)(a).
IX. RESTRICTED STOCK.
(1) An award of restricted stock may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of restricted stock shall be specified by
the grant.
(2) Any restricted stock issued hereunder may be evidenced in such
manner as the Committee in its sole discretion shall deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of restricted stock awarded hereunder, such certificate shall
bear an appropriate legend with respect to the restrictions applicable to such
award.
(3) Except as otherwise specified by the grant, if a holder of record of
restricted stock terminates, but does not terminate normally, all shares of
restricted stock (whether or not stock certificates have been issued) then held
by such holder and then subject to restriction shall be forfeited by such holder
and reacquired by the Corporation. Except as otherwise specified by the grant,
if a holder of record of restricted stock terminates normally or dies, any and
all remaining restrictions with respect to such restricted stock shall expire.
Notwithstanding the foregoing, if a holder of record of restricted stock is
determined to have engaged in detrimental activity, all shares of restricted
stock (whether or not stock certificates have been
<PAGE>
issued) then held by such holder and then subject to restriction shall be
forfeited by such holder as of the date of such determination and shall be
reacquired by the Corporation.
X. PERFORMANCE AWARDS.
(1) Performance awards may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of performance awards, which may include
provisions establishing performance periods, performance criteria to be achieved
during a performance period, and maximum or minimum settlement values, shall be
specified by the grant.
(2) Performance awards may be valued by reference to the value of Common
Stock of the Corporation or according to any other formula or method.
Performance awards may be paid in cash, shares, or other consideration, or any
combination thereof. The extent to which any applicable performance criteria
have been achieved shall be conclusively determined by the Committee.
Performance awards may be payable in a single payment or in installments and may
be payable at a specified date or dates or upon attaining performance criteria.
(3) Except as otherwise specified by the grant, if the grantee
terminates, but does not terminate normally, any performance award or
installment thereof not payable prior to the grantee's termination shall be
annulled as of the date of termination. If the grantee is determined to have
engaged in detrimental activity, any performance award or installment thereof
not payable prior to the date of such determination shall be annulled as of such
date.
XI. INCENTIVE SHARES.
(1) An incentive award may be granted hereunder in the form of shares.
Incentive shares may be granted to an eligible employee for no cash
consideration, for such minimum consideration as may be required by applicable
law, or for such other consideration as may be specified by the grant. The terms
and conditions of incentive shares shall be specified by the grant.
(2) Incentive shares may be paid to the grantee in a single installment
or in installments and may be paid at the time of the grant or deferred to a
later date or dates. Each grant shall specify the time and method of payment as
determined by the Committee, provided that no such determination shall authorize
delivery of
<PAGE>
shares to be made later than the tenth anniversary of the grantee's date of
termination. The Committee, by amendment of the grant prior to delivery, can
modify the method of payment for any incentive shares, provided that the
delivery of any incentive shares shall be completed not later than the tenth
anniversary of the grantee's date of termination.
(3) If any incentive shares are payable after the grantee dies, such
shares shall be payable (a) to the grantee's designated beneficiary or, if there
is no designated beneficiary, to the grantee's personal representative, and (b)
either in the form specified by the grant or otherwise, as may be determined in
the individual case by the Committee under the Plan.
(4) Any grant of incentive shares is provisional, as to any share, until
delivery of the certificate representing such share. If, while the grant is
provisional,
(a) the grantee terminates, but does not terminate normally, or
(b) the grantee is determined to have engaged in detrimental
activity,
the grant shall be annulled as of the date of termination, or the date of such
determination, as the case may be.
<PAGE>
XII. DIVIDEND EQUIVALENT RIGHTS; INTEREST EQUIVALENTS.
(1) A DER may be granted hereunder to an eligible employee, as a
component of another award or as a separate award. The terms and conditions of
DERs shall be specified by the grant. Dividend equivalents credited to the
holder of a DER may be paid currently or may be deemed to be reinvested in
additional shares (which may thereafter accrue additional dividend equivalents).
Any such reinvestment shall be at fair market value at the time thereof. DERs
may be settled in cash or shares or a combination thereof, in a single
installment or installments. A DER granted as a component of another award may
provide that such DER shall be settled upon exercise, settlement, or payment of,
or lapse of restrictions on, such other award, and that such DER shall expire or
be forfeited or annulled under the same conditions as such other award. A DER
granted as a component of another award may also contain terms and conditions
different from such other award.
(2) Any award under the Plan that is settled in whole or in part in cash
on a deferred basis may provide by the grant for interest equivalents to be
credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified
by the grant.
XIII. OTHER AWARDS.
Other forms of award based on, payable in, or otherwise related in whole
or in part to shares may be granted to an eligible employee under the Plan if
the Committee determines that such awards are consistent with the purposes and
restrictions of the Plan. The terms and conditions of such awards shall be
specified by the grant. Such awards shall be granted for no cash consideration,
for such minimum consideration as may be required by applicable law, or for such
other consideration as may be specified by the grant.
XIV. AMENDMENTS TO THE PLAN.
The Board can from time to time amend or terminate the Plan, or any
provision thereof, except that approval of the stockholders of the Corporation
shall be required for any amendment (1) to increase the maximum number of shares
that may be effectively granted as awards hereunder; (2) to decrease the minimum
exercise price per share of a stock option or SAR ; or (3) for which such
approval is otherwise necessary to comply with Rule 16b-3 or any other
applicable law, regulation, or listing requirement, or to qualify for an
exemption or characterization that is deemed desirable by the Board.
<PAGE>
XV. WITHHOLDING TAXES.
The Corporation shall have the right to deduct from any cash payment
made under the Plan any federal, state or local income or other taxes required
by law to be withheld with respect to such payment. It shall be a condition to
the obligation of the Corporation to deliver shares or securities of the
Corporation upon exercise of a stock option or SAR, upon settlement of a
performance award or DER, upon delivery of restricted stock or incentive shares,
or upon exercise, settlement, or payment of any other award under the Plan, that
the grantee of such award pay to the Corporation such amount as may be requested
by the Corporation for the purpose of satisfying any liability for such
withholding taxes. Any award under the Plan may provide by the grant that the
grantee of such award may elect, in accordance with any applicable regulations
of the Committee, to pay a portion or all of the amount of such minimum required
or additional permitted withholding taxes in shares. The grantee shall authorize
the Corporation to withhold, or shall agree to surrender back to the
Corporation, on or about the date such withholding tax liability is
determinable, shares previously owned by such grantee or a portion of the shares
that were or otherwise would be distributed to such grantee pursuant to such
award having a fair market value equal to the amount of such required or
permitted withholding taxes to be paid in shares.
<PAGE>
EXHIBIT 5
<PAGE>
June 1, 1995
Life Technologies, Inc.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Life Technologies,
Inc. (the "Company"), relating to 750,000 shares of the Company's Common Stock,
$.01 par value per share (the "Shares"), to be issued under the Company's 1995
Long Term Incentive Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plan in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement. This
consent is not be construed as an admission that we are a person whose consent
is required to be filed with the Registration Statement under the provisions of
the Act.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 15
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 10, 1995 on our review of interim
financial information of Life Technologies, Inc. (the Company) for the three-
month periods ended March 31, 1995 and 1994, included in the Company's Form 10-Q
is incorporated by reference in the Company's Registration Statement on Form S-8
pertaining to the Life Technologies, Inc. 1995 Long-Term Incentive Plan.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statements prepared or certified by us
within the meaning of Section 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 1, 1995
<PAGE>
EXHIBIT 23(A)
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Life Technologies, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the Life Technologies, Inc. 1995 Long Term Incentive Plan of
our report dated January 23, 1995, on our audits of the consolidated financial
statements of Life Technologies, Inc. as of December 31, 1994 and 1993, and for
the years ended December 31, 1994, 1993 and 1992, which report appears on page
F-2 of the Annual Report on Form 10-K for the year ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 1, 1995
