<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1997
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)
9800 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
(Address, including zip code, of principal executive offices)
LIFE TECHNOLOGIES, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
-------------
JOSEPH C. STOKES, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LIFE TECHNOLOGIES, INC.
9800 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
(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)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate Amount of
registered registered share (1) offering price (2) registration fee
- ------------------------- ---------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock $.01 par
value per share..... 1,000,000 shares $27.50 $27,500,000.00 $8,333.00
========================= ================ ================== ================== ================
</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 based on the product resulting
from multiplying 1,000,000, the number of shares of Common Stock
registered by this Registration Statement as to which options or awards
may be granted under Life Technologies, Inc. 1997 Long-Term Incentive
Plan, by $27.50, the average of the high and low prices of the Common
Stock as reported on the Nasdaq Stock Market on June 4, 1997.
<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 key employees awarded options and awards under the
Life Technologies, Inc. 1997 Long-Term Incentive Plan, 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 are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
(ii) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(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
registers 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. 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. 1997 Long-Term Incentive Plan
4(b) -- Life Technologies, Inc. Form of 1997 Long-Term Incentive
Plan Stock Option Agreement
4(c) -- Life Technologies, Inc. Form of 1997 Long-Term Incentive
Plan Restricted Stock Award Agreement
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:
(iv) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(v) To reflect in the prospectus any facts or events
arising after the effective date 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high and of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to File 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a twenty percent (20%) change in the maximum
aggregate offering price set
II-3
<PAGE>
forth in the "Calculation of Registration Fee"
table in the effective 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;
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.
(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.
II-4
<PAGE>
(c) 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 Rockville, State of Maryland on June 6, 1997.
LIFE TECHNOLOGIES, INC.
By:
/s/ Joseph C. Stokes, Jr.
------------------------------
Senior Vice President and
Chief Financial Officer
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/her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for him/her and in his/her 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/she 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/her
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.
<TABLE>
Dated: June 6, 1997
<S> <C>
/s/ Thomas H. Adams, Ph.D. /s/ K. Grahame Walker
- ----------------------------------- -----------------------------------
Thomas H. Adams, Ph.D K. Grahame Walker
Director Chairman of the Board of
Directors
/s/ Bruce H. Beatt /s/ Iain C. Wylie
- ----------------------------------- -----------------------------------
Bruce H. Beatt Iain C. Wylie
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 Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Rita R. Colwell, Ph.D. /s/ C. Eric Winzer
- ----------------------------------- -----------------------------------
Rita R. Colwell, Ph.D. C. Eric Winzer
Director Controller
(Principal Accounting Officer)
/s/ Frank E. Samuel, Jr.
- -----------------------------------
Frank E. Samuel, Jr.
Director
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4(a) Life Technologies, Inc. 1997 Long-Term
Incentive Plan
4(b) Life Technologies, Inc. Form of 1997
Long-Term Incentive Plan Stock Option
Agreement
4(c) Life Technologies, Inc. Form of 1997 Long-Term
Incentive Plan Restricted
Stock Award Agreement
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)
<PAGE>
LIFE TECHNOLOGIES, INC.
1997 LONG-TERM INCENTIVE PLAN
I. PURPOSE
The purpose of the Life Technologies, Inc. 1997 Long-Term Incentive Plan
(the "Plan") is to help maintain and develop strong management through
ownership of shares of Life Technologies, Inc. (the "Company") by key employees
of the Company and its affiliates and through incentive awards for recognition
of efforts and accomplishments which contribute materially to the success of
the Company'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
Company, 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 Company.
4. "Code" means the Internal Revenue Code, as in effect from time to
time.
5. "Committee" means a committee consisting of, at the option of the
Board, (i) at least two directors appointed by and serving at the pleasure of
the Board or (ii) the Board. If the Board does not act as the Committee, the
members of the Committee shall be "non-employee directors" within the meaning
and for the purposes 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 Company or
any affiliate.
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
<PAGE>
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 Company 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" shall mean, for each grant date, 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 the 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 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 the Common Stock on such date as
determined in good faith by the Board.
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.
-2-
<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 Company.
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 Company issued and
reacquired by the Company 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 Company or one affiliate to another affiliate or
to the Company shall not be considered a termination.
26. "terminate normally" for an employee participating in the Plan means
terminate
a. at or after normal retirement time for that employee,
b. as a result of that employee's becoming incapacitated, or
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 detrimental activity or for
cause.
-3-
<PAGE>
27. "year" means calendar year.
III. ADMINISTRATION
1. The Plan shall be administered by the Committee, which shall have
authority:
a. to determine the employees of the Company 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 Company 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 Company 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 in
-4-
<PAGE>
part, to attachment, execution, or levy of any kind. The designation by a
grantee of a designated beneficiary shall not constitute a transfer.
Notwithstanding the foregoing, except as to ISO's, the terms of an award
hereunder may permit the grantee to make an inter vivos gift of the option or
other right covered by the award to members of the grantee's immediate family or
to a trust or trusts created for the benefit of such persons.
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 Company which may be effectively issued under the Plan
shall not exceed 1,000,000 shares. The maximum number of shares covered by an
award to any grantee in any year may not exceed 100,000. Any shares of Common
Stock to be delivered by the Company under the Plan shall be issued from
authorized but unissued shares of Common Stock or from treasury stock acquired
by the Company 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 effectively issued under
outstanding awards and the purchase price per share, if any, under such awards,
and
-5-
<PAGE>
2. the aggregate number of shares which may be issued under the Plan and
the number of shares which may be issued to any individual in any year shall be
adjusted as the Committee determines is appropriate.
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, the option agreement 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 prior to
termination.
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
-6-
<PAGE>
(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;
c. if the grantee is determined to have engaged in detrimental
activity, it shall expire as of the date of such determination;
d. if the grantee dies prior to termination, it shall expire at the
earlier of three years after the grantee's death or any earlier time specified
by the grant; or
e. if the grantee dies after termination (other than as described
in subparagraph 5.b. or 5.c. above) it shall expire at the later of three years
after the grantee's death or, if applicable, the end of the period described in
subparagraph 5.a. above; 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 Company 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
or as a component of another award. 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 Company 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 the 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,
-7-
<PAGE>
or be forfeited or expire, upon the same conditions set forth for freestanding
options in Section VII, paragraphs2,3,4 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
include provisions that (a) such SAR shall be exercisable to the extent, and
only to the extent, the stock option is exercisable; and (b) the optionee will
surrender to the Company unexercised the stock option or portion thereof in
respect of which the SAR is exercised, and will receive from the Company 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, at the discretion of the eligible employee 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 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 Company at cost. 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
-8-
<PAGE>
restricted stock is determined to have engaged in detrimental activity, 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 as of the date of such determination and shall be reacquired by the
Company at cost.
X. PERFORMANCE AWARDS
1. Performance awards may be granted hereunder to an eligible employee,
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 Company 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. Except as otherwise provided in the award, if the grantee terminates
normally or dies, the grantee shall be paid a pro rata portion of the
performance award the grantee would have received, if any, had the grantee
continued to be employed through the end of the performance period.
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 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.
-9-
<PAGE>
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 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
of incentive shares, 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 the grantee terminates for any reason other than death the grant
shall be annulled as of the date of termination except as otherwise provided in
the incentive share award with respect to the award for a grantee who terminates
normally.
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.
-10-
<PAGE>
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 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 Company
shall be required for any amendment (i) to increase the maximum number of
shares that may be effectively granted as awards hereunder; (ii) to decrease
the minimum exercise price per share of a stock option or SAR; or (iii) 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.
XV. WITHHOLDING TAXES
The Company 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 Company to deliver shares or securities of the Company 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 Company such amount as may be requested by the Company 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 Company to
withhold, or shall agree to surrender back to the Company, 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.
XVI. NO RIGHTS CONFERRED
Nothing contained therein will be deemed to give any eligible employee
any right to receive an award under the Plan or to be retained in the employ or
service of the Company or any affiliate.
-11-
<PAGE>
EXHIBIT 4(b)
<PAGE>
LIFE TECHNOLOGIES, INC. LIFE TECHNOLOGIES, INC.
FORM OF 1997 LONG-TERM INCENTIVE PLAN
-------------------------------------
STOCK OPTION AGREEMENT
----------------------
AGREEMENT made as of the ________ day of____________________, 199- by
and between Life Technologies, Inc., a Delaware corporation (the "Company")
and ____________________________ (the "Optionee").
W I T N E S E T H
-----------------
WHEREAS, pursuant to the Company's 1997 Long-Term Incentive Plan (the
"Plan"), the Company desires to grant to the Optionee and the Optionee desires
to accept an option to purchase shares of common stock, $.01 par value, of the
Company (the "Common Stock") upon the terms and conditions set forth in this
agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants to the
-----
Optionee an option to purchase ________ shares of Common Stock at a purchase
price per share of ____________, which is not less than 100% of the fair market
value per share of Common Stock on the date hereof. [This option is intended to
be treated as an option which is an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.]
2. Restrictions on Exercisability. Except as specifically provided
------------------------------
otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the period of the Optionee's continuous employment
or service with the Company or an Affiliate following the date hereof:
<TABLE>
<CAPTION>
Period Incremental Cumulative
of Continuous Percentage of Percentage of
Employment/ Option Option
Service Exercisable Exercisable
- ------------------------ -------------- --------------
<S> <C> <C>
Less than 1 year 0% 0%
More than 1 year 33-1/3% 33-1/3%
More than 2 years 33-1/3% 66-2/3%
3 or more years 33-1/3% 100%
</TABLE>
For purposes of this paragraph, leaves of absence approved by the Board of
Directors of the Company (the "Board") for illness, military or governmental
service, or other cause, shall be considered as employment; the term "Affiliate"
means any corporation, partnership, or entity in which the Company, directly or
indirectly, owns a 50% or greater equity interest. Unless sooner terminated,
the option will expire if and to the extent it is not exercised within ten years
from the date hereof.
3. Exercise. The option may be exercised in whole or in part in
--------
accordance with the above schedule (unless sooner terminated) by delivering to
the Secretary of the Company (a) a written notice specifying the number of
shares to be purchased, and (b) payment in full of the exercise price, together
with the amount, if any, deemed necessary by the Company to enable it to satisfy
any income
1
<PAGE>
tax withholding obligations with respect to the exercise (unless other
arrangements, acceptable to the Company, are made for the satisfaction of such
withholding obligations). On a partial exercise, the options shall be considered
exercised in the same order as they vested.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
---------------------
delivered hereunder until full payment for such shares has been made. The
Optionee shall have no rights as a stockholder with respect to any shares
covered by the option until a stock certificate for such shares is issued to him
or her. Except as otherwise provided herein, no adjustment shall be made for
dividends or distributions of other rights for which the record date is prior to
the date such stock certificate is issued.
5. Nontransferability. No option shall be assignable or transferable by
------------------
the Optionee except upon the Optionee's death to a beneficiary designated by the
Optionee in accordance with procedures established by the Committee (as such
term is defined in the Plan), or, if no designated beneficiary shall survive the
Optionee, by the Optionee's personal representative or pursuant to the
Optionee's will or by the laws of descent and distribution. During an
Optionee's lifetime, options may be exercised only by the Optionee.
6. Termination. If the Optionee "terminates normally" (as such term is
-----------
defined in the Plan), then, unless sooner terminated under the terms hereof, the
option will terminate five years after the Optionee terminates normally. If the
Optionee "terminates" (as such term is defined in the Plan), but does not
terminate normally or for "cause" (as hereinafter defined), then, unless sooner
terminated under the terms hereof, the option will terminate on the date of the
Optionee's termination of employment or service. If the Optionee's employment
or service is terminated by the Company for cause, then the option will
terminate on the date on which the determination was made that there was cause
for termination. For purposes hereof, the term "cause" means any activity by
the Optionee that is determined by the Committee to be detrimental to the
interests of the Company or any Affiliate. If the Optionee's employment or
service is terminated by reason of the Optionee's death, then, unless sooner
terminated under the terms hereof, the option will terminate three years after
the death of the Optionee, and the Optionee's beneficiary or personal
representative shall have the right to exercise the option in full, whether or
not vested at the time of death at any time within such three year period. If
the Optionee dies after the Optionee terminates normally, then unless sooner
terminated under the terms hereof, the option will terminate on the date five
years after the Optionee has terminated normally, or if later, three years after
the Optionee's death.
7. Securities Restrictions. If the shares to be issued upon an exercise
-----------------------
of the option are not registered under the Securities Act of 1933, then, as a
further condition of the Company's obligation to issue such shares, the Optionee
shall, at the Company's request, give a representation in writing to the Company
that the Optionee is acquiring the shares for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of such shares, and the certificates representing such shares shall
bear a legend to such effect as the Company's counsel shall deem necessary or
desirable. The option shall in no event be exercisable and shares shall not be
issued hereunder if, in the opinion of counsel to the Company, such exercise
and/or issuance would result in a violation of federal or state securities laws.
8. Capital Changes, Reorganizations, Etc. The Committee will make such
--------------------------------------
adjustments in the option price and in the number or kind of shares of Common
Stock or other securities covered by this option as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
2
<PAGE>
prevent dilution or enlargement of the rights of the Optionee that otherwise
would result from any stock split, stock dividend, or other change in the
capital structure of the Company. In the case of a merger, consolidation,
reorganization, recapitalization or any other corporate transaction or event
having an effect similar to any of the foregoing, the Company will make a
reasonable effort, but shall not be required, to replace the option granted
hereunder with comparable options to purchase the stock of such other
corporation, or will provide for immediate maturity of the option, with the
option being terminated if not exercised within the time period specified by the
Board. No adjustment provided for in this paragraph shall require the Company to
issue any fractional share.
9. No Employment Rights. Nothing in this agreement shall give the
--------------------
Optionee any right to continue in the employ or service of the Company or an
Affiliate, or interfere in any way with the right of the Company or an Affiliate
to terminate the employment or service of the Optionee.
10. Provisions of Plan. The provisions of the Plan shall govern if and to
------------------
the extent that there are inconsistencies between those provisions and the
provisions hereof. The Optionee acknowledges that he or she has received a copy
of the Plan prior to the execution of this agreement.
11. Administration. The Committee shall have the right to construe and
--------------
interpret the provisions of this agreement and its determination as to any
dispute arising hereunder shall be binding and conclusive upon all interested
parties.
12. Miscellaneous. This agreement shall be binding upon and shall inure
-------------
to the benefit of the parties hereto and their respective successors and
permitted assigns. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date first
above written.
LIFE TECHNOLOGIES, INC.
By:
-----------------------------------
Name:
Title:
--------------------------------------
OPTIONEE
3
<PAGE>
EXHIBIT 4(c)
<PAGE>
LIFE TECHNOLOGIES, INC.
FORM OF 1997 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD
----------------------
1. Grant of Restricted Shares. Life Technologies, Inc. (the "Company") acting
--------------------------
pursuant to the Life Technologies, Inc. 1997 Long-Term Incentive Plan (the
"Plan") and acting through the Committee provided for therein (the
"Committee"), hereby grants to [ ] ("Employee") [for a consideration of
$______ per share] a restricted stock award of [ ] shares (the "Restricted
Shares") of the common stock of the Company having a par value of $.01 per
share, which shares are subject to the restrictions and other terms and
conditions hereinafter set forth. The Restricted Shares granted hereby
shall be evidenced by book-entry registration.
2. Restrictions. The Restricted Shares are subject to two types of
------------
restrictions limiting their transferability: (a) restrictions based on the
achievement by the [Company or __________________ Division of the Company
(the "Division")] of the performance target identified in paragraph (a)
below ("performance target restrictions") and (b) restrictions based on
continuous employment of Employee over a specified period of time ("vesting
restrictions"). [ ] percent of the Restricted Shares are subject to both
performance target restrictions and vesting restrictions. The remaining [ ]
percent of the Restricted Shares are subject solely to vesting
restrictions. Set forth below is a description of the nature and effect of
these restrictions.
(a) Performance Target Restrictions. [ ] percent of the Restricted
-------------------------------
Shares are subject to performance target restrictions. These
performance target restrictions are based on the financial
performance of the [Company or Division] during the [ ] -year
period commencing on January 1, 199_ and ending on December 31,
____. If the [Company or Division] achieves 100 percent or more
of the planned [net income or dollars of division contribution]
for that [ ] -year period as determined pursuant to the 199_-
____ [Corporate or Division] Strategic Plan (the "Performance
Target"), then all performance target restrictions applicable to
the Restricted Shares will lapse. If the [Company or Division]
achieves an amount less than 100 percent of the Performance
Target but more than 85 percent of the Performance Target, then
(a) the number of Restricted Shares for which the performance
target restrictions will lapse will be reduced on a pro rata
basis (i.e., the number of Restricted Shares with respect to
----
which performance target restrictions will lapse will be reduced
by 1/15 for each one percent that [net income or division
contribution] is below the Performance Target) and (b) the
remaining Restricted Shares subject to performance target
restrictions will be forfeited by Employee and reacquired by the
Company at cost. Finally, if the [Company or Division] fails to
achieve more than 85 percent of the Performance Target, then all
of the Restricted Shares subject to performance target
restrictions, i.e., [ ] percent of the Restricted Shares, will
----
be forfeited by Employee and reacquired by the Company at cost.
All determinations as to the lapsing of performance target
<PAGE>
restrictions and/or the forfeiture of Restricted Shares by
Employee under this paragraph will be made by the Committee on
or before [______].
(b) Vesting Restrictions. All restrictions. If Employee its
--------------------
subsidiaries from the date hereof through [________], the
vesting restrictions applicable to ___ percent of the Eligible
Restricted Shares (as defined below) will effective as of
[__________]. In addition, if Employee is employed continuously
by the Company or one of its subsidiaries from [________]
through [_______], the vesting restrictions applicable to the
remaining Eligible Restricted Shares will lapse effective as of
[__________]. Any Eligible Restricted Shares for which the
vesting restrictions do not lapse as provided above will be
forfeited by Employee and reacquired by the Company at cost. For
the purposes hereof, the term "Eligible Restricted Shares" will
mean all Restricted Shares granted to Employee pursuant to
Section 1 hereof less the number of Restricted Shares, if any,
forfeited by Employee pursuant to the terms of paragraph (a) of
this Section 2.
(c) Treatment of Fractional Shares. If the determinations made
------------------------------
pursuant to paragraphs (a) and/or (b) of this Section 2 would
result in fractions of Restricted Shares for which restrictions
have expired, in order not to have fractional shares, such
fractions will be rounded down (if the fraction expressed as a
percentage is less than 50 percent) or rounded up (if the
fraction expressed as a percentage is 50 percent or more) to the
nearest whole number.
(d) Effect of Restrictions. A Restricted Share may not be sold,
----------------------
transferred, pledged or assigned unless and until all of the
restrictions set forth in paragraphs (a) and (b) of this Section
2 applicable to such Restricted Share have lapsed.
3. Expiration of Restrictions. Any Restricted Share for which all restrictions
--------------------------
set forth in Section 2 have lapsed will be freely transferable and, as soon
as practicable after the lapsing of such restrictions, the Company will
cause to be issued to Employee a certificate or certificates evidencing
Employee's ownership of such share.
4. Dividends and Voting. During the period that Restricted Shares are subject
--------------------
to the restrictions set forth in Section 2, Employee shall be entitled to
receive any dividends (subject to applicable withholding) or other
distributions paid on such Restricted Shares and shall be entitled to vote
such Restricted Shares.
5. Termination of Employment: Death. If Employee terminates, but does not
--------------------------------
terminate normally (as that term is defined in the Plan), all the
Restricted Shares then held by Employee and then subject to restriction
shall be forfeited by Employee and reacquired by the Company at cost. If
the Employee terminates normally or dies, any and all remaining
restrictions with respect to the Restricted Shares (other than the
-2-
<PAGE>
performance target restrictions set forth in Section 2(a)) shall lapse.
Notwithstanding the foregoing, if Employee is determined by the Committee
to have engaged in activity detrimental to the Company or any of its
affiliates, all the Restricted Shares held by Employee and then subject to
restriction shall be forfeited by Employee as of the date of such
determination and shall be reacquired by the Company at cost.
6. Change of Corporate Structure. In the event of a material change in the
-----------------------------
structure of the [Company or Division] by reason of any acquisition,
divestiture or other corporate restructuring, the Committee may, in its
discretion, modify the Performance Target to take into account any such
change.
7. Employment Rights. Nothing herein shall confer upon Employee any right to
-----------------
be continued in employment or shall prevent the employee's employer from
terminating his employment at any time, with or without cause.
8. Withholding Taxes. Employee will be required to pay the Company the amount
-----------------
of taxes the Company is required by law to withhold with respect to the
award of Restricted Shares granted hereunder. In the event that Employee
does not make such payment, the Company will have the right to deduct all
or a part of the amount required to be withheld from any payment of
compensation otherwise due to Employee, including, without limitation,
shares of Common Stock which become unrestricted hereunder.
9. Administration. The Committee shall have authority to interpret this
--------------
instrument, to establish rules and regulations relating to it, and to make
all other determinations necessary or advisable in order to administer the
Plan, and the decisions of the Committee will be final and binding on all
persons.
10. Plan Incorporated by Reference. The Plan is incorporated in this instrument
------------------------------
by reference. In the event of any conflict between the provisions of the
Plan and the provisions of this instrument, the provisions of the Plan
shall prevail. Terms used or defined in the Plan shall have the same
meaning when used in this instrument, unless the context clearly requires
otherwise. In all other respects, this instrument shall be governed by and
construed in accordance with the laws of the State of Delaware.
DATED this day of , 199 .
------------ -------------- ---
LIFE TECHNOLOGIES, INC.
By:
---------------------------
Name:
Title:
ACCEPTED AND AGREED:
- ------------------------------------
Name:
-3-
<PAGE>
EXHIBIT 5
<PAGE>
Life Technologies, Inc.
9800 Medical Center Drive
Rockville, Maryland 20850
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 1,000,000 shares of the Company's Common
Stock, $.01 par value per share (the "Shares"), to be issued under the
Company's 1997 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,
/s/ Fulbright & Jaworski
-------------------------
June 5, 1997
<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 9, 1997 on our review of
interim financial information of Life Technologies, Inc. (the "Company") for the
three-month periods ended March 31, 1997 and 1996, included in the Company's
Quarterly Report on Form 10-Q for the quarters then ended, is incorporated by
reference in the Company's Registration Statement on Form S-8 pertaining to the
Company's 1997 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 statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Rockville, Maryland
June 6, 1997
<PAGE>
EXHIBIT 23(a)
<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 of Life Technologies, Inc., pertaining to the Life Technologies,
Inc. 1997 Long-Term Incentive Plan of our report dated January 24, 1997, on our
audits of the consolidated financial statements of Life Technologies, Inc. as
of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995
and 1994, which report is included in the Life Technologies, Inc. Annual Report
on Form 10-K for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Rockville, Maryland
June 6, 1997
