<PAGE>
As filed with the Securities and Exchange Commission on May 15, 1996
Registration No. 333-
-------------
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. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
LIFE TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS' ANNUAL RETAINER STOCK 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 (2) registration fee
<S> <C> <C> <C> <C>
Common Stock $.01 par
value per share........... 575,000 $28.125 $16,171,875.00 $5,576.51
==============================================================================================================
</TABLE>
(1) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
(2) 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 the sum of (i) the product resulting from
multiplying 500,000, the number of shares of Common Stock registered by
this Registration Statement as to which options may be granted under the
Life Technologies, Inc. 1996 Non-Employee Directors' Stock Option Plan, by
$28.125, the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on May 8, 1996, and (ii) the product
resulting from multiplying 75,000, the number of shares of Common Stock
registered by this Registration Statement that may be awarded under the
Life Technologies, Inc. Non-Employee Directors' Annual Retainer Stock Plan,
by $28.125, the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on May 8, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information called for in Part I of Form S-8
will be sent or given to directors awarded options under the Life Technologies,
Inc. 1996 Non-Employee Directors' Stock Option Plan and to directors granted
shares of Common Stock of the Company under the Life Technologies, Inc. Non-
Employee Directors' Annual Retainer Stock Plan, each adopted by Life
Technologies, Inc. (the "Company"), and is not being filed with or included in
this Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
The Company will provide to Plan participants, upon request and without
charge, any of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
(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.
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.
II-2
<PAGE>
The Company has also entered into indemnification agreements with its current
directors and executive officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4(a) - Life Technologies, Inc. 1996 Non-Employee Directors' Stock
Option Plan.
4(b) - Life Technologies, Inc. Non-Employee Directors' Annual Retainer
Stock Plan
5 - Opinion of Fulbright & Jaworski L.L.P.
15 - Letter re: Unuadited 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
(b) The undersigned registrant hereby undertakes:
(2) 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;
II-3
<PAGE>
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission
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.
(3) 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.
(4) 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.
II-4
<PAGE>
(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-5
<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 May 15, 1996.
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-6
<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: May 14, 1996
/s/ Thomas H. Adams, Ph.D. /s/ J. Stark Thompson, Ph.D.
- -------------------------- ----------------------------
Thomas H. Adams, Ph.D. J. Stark Thompson, Ph.D.
Director President and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Kathleen Burdett /s/ K. Grahame Walker
- -------------------- ---------------------
Kathleen Burdett K. Grahame Walker
Director Chairman of the Board of Directors
/s/ Betsy Z. Cohen /s/ Iain C. Wylie
- ------------------ -----------------
Betsy Z. Cohen Iain C. Wylie
Director Director
/s/ Rita R. Colwell, Ph.D. /s/ Joseph C. Stokes, Jr.
- -------------------------- -------------------------
Rita R. Colwell, Ph.D. Joseph C. Stokes, Jr.
Director Vice President - Finance,
Secretary and Treasurer
(Principal Financial Officer)
/s/ Jerry E. Robertson, Ph.D. /s/ C. Eric Winzer
- ----------------------------- ------------------
Jerry E. Robertson, Ph.D. C. Eric Winzer
Director Controller
(Principal Accounting Officer)
/s/ Frank E. Samuel, Jr.
- ------------------------
Frank. E. Samuel, Jr.
Director
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4(a) Life Technologies, Inc. 1996
Non-Employee Directors' Stock Option Plan
4(b) Life Technologies, Inc. Non-Employee
Directors' Annual Retainer Stock 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>
<PAGE>
EXHIBIT 4(a)
LIFE TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' ANNUAL RETAINER STOCK PLAN
1. Purpose
-------
The purpose of the Life Technologies, Inc. Non-Employee Directors' Annual
Retainer Stock Plan is to advance the interests of the Company and its
stockholders by enabling members of the Board who are not officers or employees
of the Company or any of its subsidiaries to (i) receive shares of the Company's
Common Stock in lieu of all or a portion of the annual cash retainer fee they
receive for services on the Board; and (ii) receive an annual grant of 200
shares of Common Stock of the Company as additional compensation for services
rendered as a member of the Board of Directors of the Company.
2. Definitions
-----------
(a) "Board" means the Board of Directors of the Company.
(b) "Common Stock" means the Common Stock of the Company, par value $.01
per share.
(c) "Company" means Life Technologies, Inc., its successors and assigns.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
(e) "Fair Market Value" means the average of the high and low sales prices
of Common Stock as quoted on the Nasdaq National Market System on the
relevant payment date or, if no shares were traded on such date, on
the next preceding date on which the Common Stock was traded.
(f) "Retainer" means the annual cash retainer fee payable to a director
for his or her services on the Board.
(g) "Non-Employee Director" means a member of the Board who is not an
officer or employee of the Company or any of its subsidiaries.
(h) "Retainer Plan" means this Non-Employee Directors' Annual Retainer
Stock Plan.
<PAGE>
3. Eligible Participants
---------------------
Each Non-Employee Director shall be eligible to participate in the Retainer
Plan.
4. Administration
--------------
The Retainer Plan shall be administered by the Board. The Board shall,
subject to the provisions of the Retainer Plan, have the power to construe the
Retainer Plan, to determine all questions arising thereunder and to adopt and
amend such rules and regulations for the administration of the Retainer Plan as
it may deem desirable. Any decisions of the Board in the administration of the
Retainer Plan, as described herein, shall be final and conclusive. The Board
may authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Board. No member of the Board
shall be liable for any action or determination made in good faith with respect
to the Retainer Plan.
5. Election to Receive Common Stock
--------------------------------
Each Non-Employee Director shall have the right to elect, on forms provided
by the Company, to receive all or a portion of the Retainer in the form of
shares of Common Stock. Any part of the Retainer elected to be paid in shares
of Common Stock shall be payable semi-annually, on October 1 and April 1. Any
such election (i) shall be in writing delivered to the Secretary of the Company,
(ii) shall specify an amount of the Retainer to be received in the form of
Common Stock (expressed as a percentage of the Retainer otherwise payable in
cash or an amount in dollars), (iii) shall be made at least six months prior to
the first payment date relating to the compensation with respect to which such
election is to apply and shall remain in effect unless and until revoked, which
revocation must be made at least six months before a semi-annual payment date
(but only once in any 12-month period). If a Non-Employee Director elects
pursuant to this Paragraph 5 to receive Common Stock, the number of shares of
Common Stock to be issued at the time of payment shall be determined by dividing
the amount elected to be taken in the form of shares of Common Stock by the Fair
Market Value of such shares on the date of payment. Notwithstanding the
foregoing, to the extent a Non-Employee Director does not serve as such for a
full year, then he or she will be entitled to receive a portion of the shares of
Common Stock he or she would have received on the next payment date, based upon
the number of full months which have elapsed from the April 1 or October 1, or
if later the date of his or her election or appointment to the Board, preceding
the date he or she ceased to be a Non-Employee Director.
6. Amount of Stock Grants
----------------------
Each Non-Employee Director shall receive a grant of 100 shares of the
Company's Common Stock on each October 1 and each April 1 (commencing October 1,
1996) on which he or she is serving as a Non-Employee Director. If a Non-
Employee Director ceases to serve as such, then he or she will be entitled to
receive a portion of the 100 shares he or she would have received on the next
October 1 or April 1, based upon the number of full months which have elapsed
from the April 1 or October 1, or if later the date of his or her election or
appointment to the Board, preceding the date he or she ceased to be a Non-
Employee Director.
-2-
<PAGE>
No shares of Common Stock received under this Section 6 of the Retainer
Plan may be sold, transferred, pledged or otherwise disposed of prior to the
date which is six months and one day after the date the shares are issued.
7. Number of Shares of Common Stock Issuable
------------------------------------------
Under the Retainer Plan
-----------------------
The maximum number of shares of Common Stock that may be issued under the
Retainer Plan shall be 75,000. Either authorized and unissued shares of Common
Stock or treasury shares may be delivered pursuant to the Retainer Plan.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, distribution of property, special cash
dividend or other change in corporate structure affecting the shares of Common
Stock, adjustments shall be made by the Board to prevent dilution or enlargement
of rights in the number and class of shares granted or authorized to be granted
hereunder.
8. Amendments to the Retainer Plan
-------------------------------
The Board may at any time terminate or from time to time modify or suspend
the Retainer Plan; provided, however, that to the extent provided by Rule 16-3
under Section 16 of the Exchange Act, Retainer Plan provisions shall not be
amended more than once every six months, except that the foregoing shall not
preclude any amendment to comport with changes in the Internal Revenue Code of
1986, the Employee Retirement Income Security Act of 1974 or the rules
thereunder in effect from time to time; and further provided that no such
modification without the approval of the stockholders of the Company shall:
(a) increase the maximum number of shares which may be issued under the
Retainer Plan in the aggregate or the number of shares which may be issued to
each Non-Employee Director (except as permitted by the last paragraph of Section
7); or
(b) extend the period during which Common Stock may be granted under the
Retainer Plan.
No amendment of the Retainer Plan shall materially and adversely affect any
right of any Non-Employee Director with respect to any shares of Common Stock
heretofore issued without such Non-Employee Director's written consent.
9. Termination
-----------
The Retainer Plan shall terminate upon the earliest of the following dates
or events to occur: (a) upon the adoption of a resolution of the Board
terminating the Retainer Plan; or (b) ten years from the date the Retainer Plan
is initially approved and adopted by the stockholders of the Company in
accordance with Section 10 hereof; or (c) the issuance of the maximum number of
shares which may be issued under the Retainer Plan. No termination of the
Retainer Plan shall
-3-
<PAGE>
materially and adversely affect any right of any Non-Employee Director with
respect to any shares of Common Stock theretofore issued without such Non-
Employee Director's written consent.
10. Miscellaneous Provisions
------------------------
(a) Neither the Retainer Plan nor any action taken hereunder shall be
construed as giving any Non-Employee Director any right to be retained in the
service of the Company.
(b) A Non-Employee Director's rights and interest under the Retainer Plan
may not be assigned or transferred, hypothecated or encumbered in whole or in
part either directly or by operation of law or otherwise (except in the event of
a Non-Employee Director's death, by will or the laws of descent and
distribution).
(c) As a condition to issuing the shares of Common Stock hereunder, the
Board may require a Non-Employee Director to pay to the Company such sum as may
be necessary to discharge any obligation of the Company with respect to taxes,
assessments or other governmental charges imposed on property or income received
by such Non-Employee Director pursuant to the Retainer Plan.
(d) The expenses of the Retainer Plan shall be borne by the Company.
(e) The Retainer Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares hereunder.
(f) The Company shall not be required to issue fractions of shares.
Whenever under the terms of the Retainer Plan a fractional share would be
required to be issued, the Non-Employee Director shall be paid in cash for such
fractional share based upon the same Fair Market Value which was used to
determine the number of shares to be issued on the relevant payment date.
(g) The issuance or delivery of any Common Stock may be postponed by the
Board for such period as may be required to comply with Federal securities laws,
any applicable listing requirements of any applicable securities exchange and
any other law or regulation applicable to the issuance or delivery of such
shares, and the Board shall not be obligated to issue or deliver any Common
Stock if the issuance or delivery of such shares would constitute a violation of
any law or any regulation of any governmental authority or applicable securities
exchange.
(h) A Non-Employee Director shall have no rights as a stockholder with
respect to Common Stock awarded to him or her under the Retainer Plan, including
the rights to vote and to receive dividends unless and until such Common Stock
is issued to him or her on the books of the Company.
(i) A Non-Employee Director may file with the Board a written designation
of a beneficiary, on such form as may be prescribed by the Board, to receive any
shares of Common
-4-
<PAGE>
Stock or cash payments that become deliverable to the Non-Employee Director
pursuant to the Retainer Plan as a result of the Non-Employee Director's death.
A Non-Employee Director may, from time to time, amend or revoke a designation of
beneficiary. If no designated beneficiary survives the Non-Employee Director,
the executor or administrator of the Non-Employee Director's estate shall be
deemed to be the Non-Employee Director's beneficiary.
(j) The provisions of the Retainer Plan shall be governed by and construed
in accordance with the laws of the State of Delaware.
11. Stockholder Approval
--------------------
This Retainer Plan shall be subject to approval by a vote of the
stockholders of the Company at the 1996 annual meeting of stockholders.
12. Effective Date
--------------
This Retainer Plan shall be effective as of the date that it is approved by
the Company's stockholders.
-5-
<PAGE>
EXHIBIT 4(b)
LIFE TECHNOLOGIES, INC.
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose
-------
The purpose of this 1996 Non-Employee Directors' Stock Option Plan (the
"Plan") of Life Technologies, Inc. (the "Company") is to strengthen the
Company's ability to attract and retain the services of knowledgeable and
experienced persons who, through their efforts and expertise, can make a
significant contribution to the success of the Company's business by serving as
members of the Company's Board of Directors and to provide additional incentive
for such directors to continue to work for the best interests of the Company and
its stockholders through ownership of its Common Stock, $.01 par value (the
"Common Stock"). Accordingly, the Company will grant to each non-employee
director options to purchase shares of the Company's Common Stock on the terms
and conditions hereinafter established.
2. Stock Subject to Plan
---------------------
The Company may issue and sell a total of 500,000 shares of its Common
Stock pursuant to the Plan. Such shares may be either authorized and unissued
or held by the Company in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. Administration of the Plan
--------------------------
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). The interpretation and construction by the Board of any
provisions of the Plan or of any other matters related to the Plan shall be
final. The Board may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem advisable. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan.
The Board may at any time amend, alter, suspend or terminate the Plan;
provided, however, that any such action would not impair any option to purchase
Common Stock theretofore granted under the Plan; and provided further that
without the approval of the Company's stockholders, no amendments or alterations
would be made which would (i) increase the number of shares of Common Stock that
may be purchased by each non-employee director under the Plan (except as
permitted by Paragraph 10), (ii) increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan (except as
permitted by Paragraph 10), (iii) decrease the option exercise price (except as
permitted by Paragraph 10), or (iv) extend the period during which outstanding
options granted under the Plan may be exercised; and provided further that
Paragraph 5 of the Plan shall not be amended more than once every six months
other than to comply with changes in the Internal Revenue Code of 1986, as
amended, or the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.
<PAGE>
4. Eligibility
-----------
All directors of the Company who are neither officers nor employees of the
Company or any of its subsidiaries shall be eligible to receive options under
the Plan.
5. Grants
------
(i) Each non-employee director shall automatically be issued an option to
purchase 4,500 shares of the Company's Common Stock (the "Initial Option") on
October 1, 1996, if he or she is then serving as a director, or, if later, on
the date of his or her initial election or appointment to the Board at the
following price for the following term and otherwise in accordance with the
terms of the Plan:
(a) The option exercise price per share of Common Stock shall be the Fair
Market Value (as defined below) of the Common Stock covered by such Initial
Option on the date the option is granted.
(b) Except as provided herein, the term of an Initial Option shall be for a
period of ten (10) years from the date the option is granted.
(ii) In addition, each non-employee director shall, on each October 1
following the grant date of his or her Initial Option (the "Additional Grant
Date"), if he or she is still a non-employee director on such date,
automatically be granted an option to purchase 4,500 shares of the Company's
Common Stock (the "Additional Option") at the following price for the following
term and otherwise in accordance with the terms of the Plan:
(a) The option exercise price per share of Common Stock shall be the Fair
Market Value (as defined below) of the Common Stock covered by such Additional
Option on the Additional Grant Date.
(b) Except as provided herein, the term of an Additional Option shall be
for a period of ten (10) years from the Additional Grant Date.
(iii) "Fair Market Value" shall mean, for each grant date, (A) if the
Common Stock is listed or admitted to trading on the New York Stock Exchange
(the "NYSE") or the American Stock Exchange (the "ASE"), the average of the high
and low sales prices of the Common Stock on such date, or if no sale takes place
on such date, the average of the highest closing bid and lowest closing asked
prices of the Common Stock on such exchange, in each case as officially reported
on the NYSE or the ASE, or (B) if no shares of Common Stock are then listed or
admitted to trading on the NYSE or the ASE, the average of the high and low
sales prices of the Common Stock on such date on the Nasdaq National Market
System or, if no shares of Common Stock are then quoted on the Nasdaq National
Market System, the average of the closing bid and highest asked prices of the
Common Stock on such date on Nasdaq or, if no shares of Common Stock are then
quoted on Nasdaq, the average of the highest bid and lowest asked prices of the
Common Stock on such date as reported in the over-the-counter system. If no
closing bid and
<PAGE>
highest asked prices thereof are then so quoted or published in the over-the-
counter market, "Fair Market Value" shall mean the fair value per share of
Common Stock on such date as determined in good faith by the Board.
6. Regulatory Compliance and Listing
---------------------------------
The issuance or delivery of any option may be postponed by the Company for
such period as may be required to comply with the federal securities laws, any
applicable listing requirements of any applicable securities exchange and any
other law or regulation applicable to the issuance or delivery of such options,
and the Company shall not be obligated to issue or deliver any options if the
issuance or delivery of such options would constitute a violation of any law or
any regulation of any governmental authority or applicable securities exchange.
7. Restrictions on Exercisability and Sale
---------------------------------------
(i) Except as provided in Paragraph 7(ii) below, and subject to Paragraph
7(iii) below, each option granted under the Plan may be exercisable as to 33
1/3% of the total number of shares issuable under such option on each of the
three successive anniversaries of the grant date of such option.
(ii) If any event constituting a "Change in Control of the Company" shall
occur, all options granted under the Plan which are outstanding at the time a
Change of Control of the Company shall occur shall immediately become
exercisable. A "Change in Control of the Company" shall be deemed to occur if
(i) there shall be consummated (x) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the stockholders of the
Company shall approve any plan or proposal for liquidation or dissolution of the
Company, or (iii) any person (as such term is used in Section 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of 50% or more of the Company's outstanding Common Stock other than
pursuant to a plan or arrangement entered into by such person and the Company,
or (iv) during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
(iii) Notwithstanding anything herein to the contrary, if the shares of
Common Stock issuable upon exercise of options granted under the Plan have not
been registered under the
<PAGE>
Securities Act of 1933, as amended, the Board may consider the exercisability of
options upon compliance with applicable federal and state securities laws.
8. Cessation as Director
---------------------
Except as otherwise provided in Paragraph 7(ii), in the event that the
holder of an option granted pursuant to the Plan shall cease to be a director of
the Company for any reason such holder may exercise any portion of the option
that is exercisable by him or her at the time he or she ceases to be a director
of the Company, but only to the extent such option is exercisable as of such
date, within six months after the date he or she ceases to be a director of the
Company.
9. Death
-----
In the event that a holder of an option granted pursuant to the Plan shall
die, his or her estate, personal representative or beneficiary may exercise any
portion of the option that was exercisable by the deceased optionee at the time
of his or her death, but only to the extent such option is exercisable as of
such date, within twelve months after the date of his or her death.
10. Stock Splits, Mergers, etc.
---------------------------
In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors, whose
determination shall be final, to the number of shares of Common Stock which may
thereafter be available under the Plan, the number of shares subject to
outstanding options granted hereunder and the option exercise price per share of
Common Stock which may be purchased under any outstanding options. In the case
of a merger, consolidation or similar transaction which results in a replacement
of the Company's Common Stock and stock of another corporation but does not
constitute a Change in Control of the Company, the Company will make a
reasonable effort, but shall not be required, to replace any outstanding options
granted under the Plan with comparable options to purchase the stock of such
other corporation, or will provide for immediate maturity of all outstanding
options, with all options not being exercised within the time period specified
by the Board of Directors being terminated.
11. Transferability
---------------
Options are not assignable or transferable, except upon the optionholder's
death to a beneficiary designated by the optionee in accordance with procedures
established by the Board or, if no designated beneficiary shall survive the
optionholder, pursuant to the optionholder's will or by the laws of descent and
distribution, and during the optionholder's lifetime, may be exercised only by
him or her.
12. Exercise of Options
-------------------
An optionholder electing to exercise an option shall give written notice to
the Company of such election and of the number of shares of Common Stock that he
or she has elected to acquire. An optionholder shall have no rights of a
stockholder with respect to shares of Common Stock
<PAGE>
covered by his or her option until after the date of issuance of a stock
certificate to him or her upon partial or complete exercise of his or her
option.
13. Payment
-------
The option exercise price shall be payable in cash, check or in shares of
Common Stock upon the exercise of the option. If the shares of Common Stock are
tendered as payment of the option exercise price, the value of such shares shall
be the Fair Market Value as of the date of exercise. If such tender would
result in the issuance of fractional shares of Common Stock, the Company shall
instead return the difference in cash or by check to the optionholder.
14. Obligation to Exercise Option
-----------------------------
The granting of an option shall impose no obligation on the director to
exercise such option.
15. Continuance as Director
-----------------------
Nothing in the Plan shall be deemed to create any obligation on the part of
the Board to nominate any director for reelection by the Company's stockholders.
16. Term of Plan
------------
The Plan shall be effective as of the date on which it is adopted by the
Board, subject to the approval of the stockholders of the Company within one
year from the date of adoption by the Board. The Plan will terminate on the
date ten (10) years after the date of adoption by the Board, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of termination of the Plan shall not be affected solely by reason of
the termination and shall continue in accordance with the terms of the option
(as then in effect or thereafter amended).
<PAGE>
Fulbright & Jaworski
666 Fifth Avenue
New York, NY 10103
May 15, 1996
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 an aggregate of 575,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), to be issued
under the Company's 1996 Non-Employee Directors' Stock Option Plan and the
Company's Non-Employee Directors' Annual Retainer Stock Plan (collectively, the
"Plans").
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 Plans and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plans in accordance
with the terms of the Plans, 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,
/s/ Fulbright & Jaworski L.L.P.
-------------------------------
FULBRIGHT & JAWORSKI L.L.P.
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 11, 1996 on our review of interim
financial information of Life Technologies, Inc. (the "Company") for the three-
month periods ended March 31, 1996 and 1995, 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 Company's 1996 Non-Employee Directors' Stock Option Plan and
the Company's Non-Employee Directors' Annual Retainer Stock Plan. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Section 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rockville, Maryland
May 15, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Life Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Life Technologies, Inc. 1996 Non-Employee Directors'
Stock Option Plan and the Life Technologies, Inc. Non-Employee Directors' Annual
Retainer Stock Plan of our report dated January 22, 1996, on our audits of the
consolidated financial statements of Life Technologies, Inc. as of December 31,
1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which
report appears on page F-2 of the Annual Report on Form 10-K for the year ended
December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rockville, Maryland
May 15, 1996
