<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting material pursuant to 240.14a-11(c) or 240.14a-12
LIFE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
C. Eric Winzer
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------
- --------------------------------------------------------------------------------
(3) Filing Party:
------------------
- --------------------------------------------------------------------------------
(4) Date Filed:
----------------
- --------------------------------------------------------------------------------
<PAGE>
LIFE TECHNOLOGIES, INC.
9800 Medical Center Drive
Rockville, Maryland 20850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 6, 1999
The Annual Meeting of Stockholders of Life Technologies, Inc. (the
"Company") will be held at The New York Palace Hotel, 455 Madison Avenue, New
York, New York, 10022, on Tuesday, May 4, 1999, at 10:00 A.M., local time, for
the following purposes:
(1) To elect three directors;
(2) To ratify the selection by the Company's Board of Directors of the firm of
PricewaterhouseCoopers LLP as auditors of the Company for fiscal year 1999;
and
(3) To transact such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on March 12, 1999, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
C. Eric Winzer
Assistant Secretary
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, please indicate your votes on the enclosed proxy and date,
sign and return it in the postage-prepaid envelope provided for your use. You
may still vote in person if you attend the meeting.
[LOGO OF LIFE TECHNOLOGIES, INC.]
<PAGE>
LIFE TECHNOLOGIES, INC.
9800 Medical Center Drive
Rockville, Maryland 20850
April 6, 1999
PROXY STATEMENT
GENERAL INFORMATION
Proxy Solicitation
This proxy statement is furnished to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of Life Technologies, Inc. (the
"Company") in connection with the solicitation of proxies on behalf of the Board
of Directors of the Company for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Tuesday, May 4, 1999, or at any
adjournment thereof. The purposes of the Annual Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Board of Directors is not currently aware of any other matters
that will come before the Annual Meeting.
Proxies for use at the Annual Meeting are being solicited by the Board
of Directors of the Company. Proxies will be mailed to stockholders on or about
April 6, 1999, and will be solicited chiefly by mail; however, certain employees
of the Company, none of whom will receive additional compensation therefor, may
solicit proxies by telephone, telegram or other personal contact. The Company
will bear the cost of the solicitation of proxies, which may include the
reasonable expenses of brokerage firms and others for forwarding proxies and
proxy material to the beneficial owners of Common Stock of the Company. The
Company has retained Morrow & Co., Inc., 909 Third Avenue, New York, New York
10022-4799, to assist in distributing proxies, for which they will be paid a fee
of $2,000.00, plus handling, postage and out-of-pocket expenses.
Revocability and Voting of Proxy
A form of proxy for use at the Annual Meeting and a return envelope
for the proxy are enclosed. Stockholders may revoke the authority granted by
their execution of proxies at any time before their effective exercise by filing
with the Secretary of the Company a written notice of revocation or a duly
executed proxy bearing a later date, or by voting in person at the Annual
Meeting. Shares of the Company's Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the instructions specified
thereon. If no specifications are given, the proxies intend to vote the shares
represented thereby to approve the Proposals set forth in the accompanying
Notice of Annual Meeting of Stockholders and in accordance with their best
judgment on any other matters which may properly come before the Annual Meeting.
A person giving the accompanying proxy has the power to revoke it at any time
before the voting.
<PAGE>
Record Date and Voting Rights
Only stockholders of record at the close of business on March 12,
1999, are entitled to vote at the Annual Meeting or any and all adjournments
thereof. On March 12, 1999, there were 24,944,867 shares of Common Stock
outstanding; each such share being entitled to one vote on each of the matters
to be presented at the Annual Meeting. The holders of a majority of the
outstanding shares of Common Stock present in person or represented by proxy at
the Annual Meeting and entitled to vote, will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum. "Broker non-votes" are shares
held by brokers or nominees which are present in person or represented by proxy,
but which are not voted on a particular matter because instructions have not
been received from the beneficial owner. Under applicable Delaware law, the
effect of broker non-votes on a particular matter depends on whether the matter
is one as to which the broker or nominee has discretionary voting authority
under the applicable rule of the New York Stock Exchange. The effect of broker
non-votes on the specific items to be brought before the Annual Meeting is
discussed under each item.
2
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of January 1, 1999,
(except as otherwise noted below) regarding the beneficial ownership of Common
Stock of the Company of (i) each person known by the Company to own beneficially
more than five percent of the Company's outstanding Common Stock; (ii) each
director and nominee for election as a director of the Company; (iii) each
executive officer named in the Summary Compensation Table (see "Executive
Compensation"); and (iv) all directors, nominees and executive officers of the
Company as a group. Such beneficial ownership is reported in accordance with the
rules of the Securities and Exchange Commission (the "SEC") and includes shares
of Common Stock which may be acquired within 60 days upon the exercise of
outstanding stock options. Except as otherwise specified, the named beneficial
owner has sole voting and investment power over the shares listed.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percentage of
Beneficial Owner of Common Stock Common Stock
- -------------------------------------------------------------------------------------
<S> <C> <C>
Dexter Corporation 17,815,851 shares (1) 71.4%
One Elm Street
Windsor Locks, CT 06096
The 13D Group 6,228,180 shares (2) 24.9%
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
Thomas H. Adams, Ph.D. 8,033 shares (3) *
Bruce H. Beatt ---
Kathleen Burdett ---
R. Barry Gettins, Ph.D. ---
Peter G. Kelly 150 shares *
J. Stark Thompson, Ph.D. 150 shares (4) *
K. Grahame Walker ---
George M. Whitesides, Ph.D. 150 shares *
Thomas M. Coutts ---
Joseph C. Stokes, Jr. ---
John V. Cooper ---
Brian D. Graves ---
All directors, nominees and executive 8,483 shares *
officers as a group (15 persons)
</TABLE>
[Notes Follow]
3
<PAGE>
Notes:
* Less than 1.0%.
(1) Excludes 27,887, 49,522, 54,036, 6,036, 196,675 and 3,743 shares of common
stock of Dexter Corporation ("Dexter"), an affiliate of the Company,
beneficially owned by Mr. Beatt, Ms. Burdett, Dr. Gettins, Mr. Kelly, Mr.
Walker and Dr. Whitesides, respectively, constituting an aggregate of
approximately 1.45% of the outstanding shares of Dexter, as of January 1,
1999. The shares of Dexter beneficially owned by Mr. Beatt, Ms. Burdett,
Dr. Gettins and Mr. Walker include 10,834, 14,667, 33,000 and 83,500
shares, respectively, which they may acquire within 60 days upon the
exercise of stock options.
(2) This figure is based on information set forth in Amendment No. 4 to a
Schedule 13D, dated December 23, 1998, filed with the SEC, which filing
indicates that the following persons are part of the 13D Group and
beneficially own and have sole or shared voting and dispositive power as
to the number of shares indicated next to the person's name in the table
below:
<TABLE>
<CAPTION>
Sole Shared
Beneficial Sole Voting Shared Dispositive Dispositive
Name Ownership Power Voting Power Power Power
- ---- ---------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
ISP Opco Holdings, Inc. 3,384,600 0 3,384,600 0 3,384,600
ISP Investments Inc. 3,384,600 2,932,600 452,000 2,932,600 452,000
ISP Ireland 452,000 452,000 0 452,000 0
International Specialty Products Inc. 3,506,270 121,670 3,384,600 121,670 3,384,600
Samuel J. Heyman 3,506,270 0 3,506,270 0 3,506,270
Bear, Stearns & Co., Inc. 417,615 325,615 92,000 325,615 92,000
Frederick R. Adler Intangible Asset
Management Trust 713,395 713,395 0 713,395 0
The Cohen Revocable Trust 397,100 397,100 0 397,100 0
A. Chang 135,500 135,500 0 135,500 0
York Capital Management, L.P. 78,700 78,700 0 78,700 0
Dinan Management, L.L.C. 78,700 0 78,700 0 78,700
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Sole Shared
Beneficial Sole Voting Shared Dispositive Dispositive
Name Ownership Power Voting Power Power Power
- ---- ---------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
JGD Management Corp. 23,100 23,100 0 23,100 0
York Investment Limited 129,600 129,600 0 129,600 0
Dinan Management Corporation 129,600 0 129,600 0 129,600
James G. Dinan 231,400 0 231,400 0 231,400
Idoya Partners 405,000 0 405,000 0 405,000
Prescott Associates 331,650 0 331,650 0 331,650
Prescott International Partners, L.P. 19,950 0 19,950 0 19,950
Jack McKenzie Trust UA Dated 4/12/92 150 150 0 150 0
Leo Carroll Wolfensohn Trust UA Dated 3/9/94 150 150 0 150 0
Thomas W. Smith 826,900 70,300 756,600 70,300 756,600
Thomas N. Tryforos 756,600 0 756,600 0 756,600
</TABLE>
Each of the foregoing persons generally disclaims beneficial ownership
of the shares owned by the other persons. The filing indicates that the
foregoing persons (other than ISP Ireland) are parties to one or both agreements
dated November 25, 1998, and December 18, 1998, pursuant to which, among other
things, the parties thereto agreed for a period of six months (i) not to sell or
otherwise dispose of any shares of Common Stock of the Company unless all of the
parties (subject to limited exceptions) mutually agree (or, in the case of Bear,
Stearns, sell shares which would reduce its ownership to below 300,000 shares);
provided that certain persons may sell or otherwise transfer shares among
themselves, and (ii) not to enter into any other contract, arrangement,
understanding or relationship with any other persons with respect to any equity
security of the Company without the written consent of the other parties
(subject to limited exceptions).
(3) Includes 6,750 shares of Common Stock which Dr. Adams may acquire upon the
exercise of stock options.
(4) Consists of 150 shares of Common Stock owned by Dr. Thompson's wife, of
which Dr. Thompson may be deemed to be beneficial owner. Dr. Thompson
disclaims beneficial ownership of these 150 shares.
5
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for three classes
of directors, each class to consist of not more than five nor fewer than three
directors, with the term of one class expiring at each annual meeting of
stockholders. The number of directors in each class is determined by the vote of
at least 75% of the directors.
The Company's Board of Directors currently consists of nine members.
The Board of Directors has determined that the total number of directors of the
Company shall be nine, with three in the class whose term will expire in 2000,
three in the class whose term will expire in 2001, and three in the class whose
term will expire in 2002. At the Annual Meeting, three directors are to be
elected for terms expiring in 2002.
Unless otherwise specified, the enclosed proxy will be voted for the
election of Thomas H. Adams, Ph.D., R. Barry Gettins, Ph.D. and Joseph C.
Stokes, Jr. to serve until the 2002 Annual Meeting of Stockholders and until
their successors shall have been duly elected and shall qualify. Dr. Adams, Dr.
Gettins and Mr. Stokes are currently directors of the Company. All nominees
have consented to be named and have indicated their intent to serve if elected.
If for any reason at the time of the Annual Meeting any nominee should be unable
to serve as a director, a contingency which the Board of Directors does not
expect to occur, discretionary authority is reserved to vote for a substitute.
6
<PAGE>
The following information relates to the nominees listed above and to
the other directors of the Company whose terms of office will extend beyond the
Annual Meeting.
Nominees
Term Expiring in 2002:
<TABLE>
<CAPTION>
Principal Occupation During the Past
Name Age Director Since Five Years and Other Directorships
- ---- --- -------------- ------------------------------------
<S> <C> <C> <C>
Thomas H. Adams, Ph.D. 56 April 1992 Chairman and CEO of Leucadia
(2) Technologies (biotechnology
company). Chairman emeritus
of Genta Incorporated
(biotechnology company) and
previously chairman of the
board and chief executive
officer of Genta from 1989 to
1997. He previously served as
chairman of the board and
chief executive officer of
Gen-Probe Incorporated
(biotechnology company) which
he co-founded in 1984. Dr.
Adams is a director of La
Jolla Pharmaceuticals, Inc.
R. Barry Gettins, Ph.D. 57 February 1999 Retired December 1998 as
(1) senior vice president,
operations and technology
development, of Dexter
(specialty materials
company). Prior to that, he
served in various senior
management capacities at
Dexter for 24 years.
Joseph C. Stokes, Jr. 51 February 1999 Senior vice president and
chief financial officer,
secretary and treasurer of
the Company from March 1,
1989 through March 31, 1999.
</TABLE>
7
<PAGE>
Other Directors
Term Expiring in 2001
<TABLE>
<CAPTION>
Principal Occupation During the Past
Name Age Director Since Five Years and Other Directorships
- ---- --- -------------- ------------------------------------
<S> <C> <C> <C>
Kathleen Burdett 43 April 1995 Vice president and chief
(1)(2)(3) financial officer of Dexter
since January 1995. She
previously served as vice
president and controller of
Dexter since 1989.
George M. Whitesides, Ph.D. 59 April 1998 Mallinckrodt Professor of
Chemistry of Harvard
University. He has been a
professor in the Department of
Chemistry of Harvard
University since 1982. He
received his Ph.D. in
chemistry from the California
Institute of Technology and
taught for nineteen years
(1963-1982) at MIT. He is a
member of the National Academy
of Sciences and the American
Academy of Arts and Sciences.
He is a director of Advanced
Magnetics, Inc. (medical
diagnostic products), Dexter
and Geltex, Inc. (physical
research).
J. Stark Thompson, Ph.D. 57 September 1988 President and chief executive
(3) officer of the Company since
1988. Prior to joining the
Company he was with E.I.
DuPont de Nemours & Company
("DuPont") for 21 years.
</TABLE>
8
<PAGE>
Term Expiring in 2000
<TABLE>
<CAPTION>
Principal Occupation During the Past
Name Age Director Since Five Years and Other Directorships
- ---- --- -------------- ------------------------------------
<S> <C> <C> <C>
Bruce H. Beatt 46 April 1997 Vice president, general
(1) counsel and secretary of
Dexter since 1992.
Peter G. Kelly 61 August 1998 Chairman of Updike, Kelly &
(1) Spellacy, P.C. (attorneys)
since prior to 1993. Mr.
Kelly also serves as Chairman
of Meridian Worldwide L.L.C.
and Meridian Americas L.L.C
(public affairs), Chairman
of PBN Corporation (public
relations) and Chairman of
the Advisory Council of CIS
Strategies (government
affairs). Mr. Kelly is a
director of Dexter and
Phillips Screw Company
(manufacturing).
K. Grahame Walker 61 April 1989 Chairman of the Company since
(2)(3) 1993. He has been chairman
and chief executive officer
of Dexter since April 1993.
He was president and chief
executive officer of Dexter
since December 1989. From
April 1988 to December 1989,
he was president and chief
operating officer of Dexter.
Mr. Walker is a director of
Dexter.
</TABLE>
- --------------------------------------------------------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation and Organization Committee.
(3) Member of the Executive Committee.
Effective November 3, 1998, two directors of the Company, Frank E.
Samuel, Jr. and Iain C. Wylie, resigned as members of the Company's Board of
Directors. Messrs. Samuel and Wylie were two of the three members of the
special committee of independent directors which was formed to evaluate Dexter's
July 7, 1998 proposal to acquire all of the shares of Common Stock of the
Company not owned by Dexter at a price of $37.00 per share in cash. In
statements to the Company's Board of Directors submitted in connection with
their resignations, Messrs. Samuel and Wylie indicated that they believed they
were unable to fulfill their obligation to the Company's public stockholders in
light of the disbandment of the special committee and also noted their views of
Dexter's actions in connection with Dexter's proposal as a reason for their
resignation.
9
<PAGE>
Copies of the letters of resignation (including attachments) and the
Company's press release filed in connection with receipt of the resignations are
contained in the Company's Current Report on Form 8-K, dated November 3, 1998,
which is on file with the SEC.
The Board of Directors of the Company held nine meetings in 1998. The
Board has an Executive Committee, a Compensation and Organization Committee and
an Audit Committee. It has no nominating committee.
The Executive Committee currently is composed of three members, Dr.
Thompson, chairman, Ms. Burdett, and Mr. Walker. Subject to certain limitations
prescribed by law, by the Company's certificate of incorporation and by-laws and
by resolutions of the Board, the Executive Committee has and may execute when
the Board is not in session all the powers of the Board. The Executive Committee
did not meet in 1998.
The Compensation and Organization Committee currently is composed of
three members, Mr. Walker, chairman, Dr. Adams and Ms. Burdett. This committee
monitors the Company's compensation policy, with particular emphasis on
retirement and officer remuneration matters. It recommends to the Board of
Directors the compensation for the Company's key employees. The committee held
two meetings in 1998.
The Audit Committee currently is composed of four members, Ms.
Burdett, chairman, Mr. Beatt, Dr. Gettins and Mr. Kelly. Its meetings include,
as a matter of course, private sessions with the Company's independent certified
public accountants. The Audit Committee recommends to the Board the selection of
independent auditors and is charged with reviewing the scope and quality of
audit and quarterly reviews performed by the independent auditors as well as
other services provided by the independent auditors to the Company. The Audit
Committee monitors the Company's policy on ethics and business conduct, the
integrity of officers, accounting policies and internal controls and the quality
of published financial statements. The committee held one meeting in 1998.
In 1998 each incumbent director attended at least 75% of the aggregate
meetings of the Board held during his or her term as a director and of the
committees on which he or she served.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and directors, as well as
persons who beneficially own more than ten percent of the Company's Common
Stock, to file initial reports of ownership and reports of changes in ownership
with the SEC. Executive officers, directors and greater than ten percent
beneficial owners are required by the SEC to furnish the Company with copies of
all Section 16(a) forms they file. Based upon a review of the copies of all
Section 16(a) forms furnished to the Company and written representations from
the Company's executive officers, directors and greater than ten percent
beneficial owners, the Company believes that during fiscal year 1998 all its
directors, executive officers and holders of more than ten percent of the
Company's Common Stock complied with all filing
10
<PAGE>
requirements of Section 16(a) of the Exchange Act, except for Brian D. Graves,
an officer of the Company, who did not report timely one sale of shares of
Common Stock of the Company that occurred in December 1998; Timothy E. Pierce,
an officer of the Company, who did not report timely one sale of shares of
Common Stock of the Company that occurred in November 1998; and Bruce H. Beatt,
Kathleen Burdett and K. Grahame Walker, directors of the Company, who each did
not report timely one sale of shares of Common Stock of the Company that
occurred in December 1998.
Vote Required
The three nominees receiving the highest number of affirmative votes
of the shares of Common Stock present in person or represented by proxy and
entitled to vote, a quorum being present, shall be elected as directors. Only
votes cast for a nominee will be counted, except that the accompanying proxy
will be voted for all nominees in the absence of instruction to the contrary.
Abstentions, broker non-votes and instructions on the accompanying proxy card to
withhold authority to vote for one or more nominees will result in the
respective nominees receiving fewer votes. However, the number of votes
otherwise received by the nominee will not be reduced by such action.
THE BOARD OF DIRECTORS DEEMS ELECTION OF THE DIRECTOR NOMINEES NAMED
IN "PROPOSAL NO. 1 - ELECTION OF DIRECTORS" TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" SUCH NOMINEES.
11
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the cash
compensation paid or to be paid by the Company, as well as certain other
compensation paid or accrued, during the fiscal years indicated, to the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company for services rendered in all capacities to the Company
and its subsidiaries during such period.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation/(1)/
- ----------------------------- ------------------- -------- ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 1998 $459,250 $281,918 ---- $4,593
President, Chief Executive 1997 433,750 276,154 100,000 4,338
Officer and Director 1996 400,500 330,413 85,000 4,297
Thomas M. Coutts 1998 260,750 144,044 ---- ---
Senior Vice President 1997 253,750 119,821 45,000 ---
and General Manager 1996 239,000 144,595 35,000 ---
Joseph C. Stokes, Jr. /(2)/ 1998 234,500 143,936 ---- 4,800
Senior Vice President and 1997 222,750 129,952 45,000 4,750
Chief Financial Officer, 1996 200,167 138,806 35,000 4,738
Secretary and Treasurer
and Director
John V. Cooper 1998 200,250 87,995 ---- 4,800
Vice President and 1997 188,500 90,384 25,000 4,750
General Manager 1996 174,000 99,050 22,000 4,750
Brian D. Graves 1998 198,000 88,663 ---- 4,800
Vice President and 1997 186,000 93,193 20,000 4,750
General Manager 1996 175,000 95,288 20,000 4,750
</TABLE>
- --------------------------------------------------------------------------------
/(1)/ All Other Compensation represents the Company's contributions under an
Extra Savings Plan ("ESP") for the account of each executive officer. The
Company matches one-half of the first 6% of eligible contributions made by each
participant in the ESP up to the maximum elective deferral. Mr. Coutts does not
participate in the ESP.
/(2)/ Mr. Stokes resigned as an officer of the Company effective March 31,
1999.
12
<PAGE>
During the period January 1, 1998, through December 31, 1998, no stock
option grants were awarded to any of the executive officers named in the Summary
Compensation Table.
The following table provides information on option exercises in fiscal year
1998 by the named executive officers and the value of such officers' unexercised
options at December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number Number of Securities
of Underlying Unexercised Value of Unexercised
Shares Options In-the-Money Options
Acquired at Fiscal Year End at Fiscal Year End /(1)/
on Value -------------------------- -----------------------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- -------- ---------- ----------- ------------- --------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 427,003 $9,121,332 --- 94,999 --- $690,784
Thomas M. Coutts 82,834 1,148,182 --- 41,666 --- 295,816
Joseph C. Stokes, Jr. 81,825 1,275,120 --- 41,666 --- 295,816
John V. Cooper 73,006 1,449,634 --- 23,999 --- 176,159
Brian D. Graves 98,753 1,780,484 --- 19,999 --- 152,023
</TABLE>
/(1)/ Calculated on the difference between the stock option exercise price and
the closing price of a share of the Company's Common Stock on the Nasdaq
National Market on December 31, 1998 ($38.875).
Pension and Retirement Benefits
The Company has a pension plan for certain groups of employees. The
Company makes an annual contribution to the plan which is actuarially
determined. Such contribution cannot be appropriately allocated to individual
participants and, accordingly, is not included in the Summary Compensation
Table. The Company's contribution to the pension plan for 1998 will be $295,110,
which represents 1% of eligible compensation. Employees within the eligible
group may participate in the plan after completing one year of service and
attaining age 21. Participating employees become fully vested in the plan after
five years of service. Normal retirement age is 65, and actuarially reduced
benefits are available to participants who are age 55 and have ten years of
service.
In general, the participant accrues an annual retirement benefit equal
to 1% of the participant's final five-year average compensation (plus an
additional .5% above Social Security covered compensation) times the number of
years of service credited after October 31, 1975. Eligible compensation is
defined as salary, hourly wages, bonus and commissions. Eligible
13
<PAGE>
compensation for the executive officers named in the Summary Compensation Table
does not differ by more than 10 percent from the summary compensation set forth
in such table.
The Company has a supplemental retirement plan ("SRP") intended to
provide retirement benefits, supplementing those provided under other plans, to
certain officers and key employees. Upon retirement at the age of 65,
participants are entitled to receive an annual benefit equal to 55% of their
average annual compensation (salary and bonus) based on the highest 60
consecutive months of a participant's last 120 months as a participant in the
SRP, less all other retirement benefits received (including Social Security
benefits, other Company retirement benefits and plans of other employers). The
SRP currently has 11 participants, including Dr. Thompson, Messrs. Coutts,
Cooper and Graves. Mr. Stokes was a participant in the Dexter SRP. Unless
otherwise stipulated by the Board of Directors, such annual benefits will be
reduced ratably for employment of less than, and will not be increased for
employment of more than, 20 years of service with the Company.
The following table illustrates the estimated annual benefit (prior to
an offset for other retirement benefits received) which participants are
entitled to receive under the supplemental retirement plan, on a straight life
annuity basis assuming retirement at age 65 in the indicated compensation
classification with certain years of service. If the annual retirement benefits
payable to a participant under other Company-related plans and plans of other
employers (plus his or her primary Social Security benefit) exceed the annual
retirement benefit shown in the table, the participant will instead receive the
benefits payable under those other plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
----------------------------
Average YEARS OF SERVICE
Final ----------------------------
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000 82,500 110,000 110,000 110,000 110,000
300,000 123,750 165,000 165,000 165,000 165,000
400,000 165,000 220,000 220,000 220,000 220,000
500,000 206,250 275,000 275,000 275,000 275,000
600,000 247,500 330,000 330,000 330,000 330,000
700,000 288,750 385,000 385,000 385,000 385,000
</TABLE>
The number of credited years of service as of December 31, 1998, for
the executive officers named in the Summary Compensation Table was ten for J.
Stark Thompson, 18 for Joseph C. Stokes, Jr., seven for John V. Cooper and 17
for Brian D. Graves. Thomas M. Coutts does not participate in the pension plan.
Mr. Coutts participates in a pension plan sponsored by the Company in
the United Kingdom. In general, a participant in the plan accrues an annual
benefit of one-sixtieth of his final pensionable salary multiplied by the number
of years of credited service up to a maximum of 40 years. Final pensionable
salary is the average base salary in the three consecutive years out of the last
thirteen which would produce the highest retirement benefit. Eligible
compensation is defined as base salary. An employee is eligible to participate
in the plan upon attainment of age 20 and the completion of one year of service.
A participant becomes fully vested immediately upon entry into the plan. Normal
retirement is age 60 and early retirement is permitted after age 50 at
actuarially
14
<PAGE>
reduced benefits. As of December 31, 1998, the number of credited years of
service for Mr. Coutts was 25. The estimated benefit payable as of December 31,
1998, to Mr. Coutts at normal retirement at age 61 was (Pounds)92,524
(equivalent to approximately $153,850) based on the maximum number of years of
service allowable.
Agreements with Executive Officers
The Company or, in the case of Thomas M. Coutts, the Company and a
subsidiary of the Company, has entered into agreements, effective as of
February 13, 1997, with certain of its executive officers, including the
executive officers named in the Summary Compensation Table, which provide
certain severance benefits for them in the event of a termination of their
employment following a Change of Control (as defined in the agreements), in
order to encourage such executives, in the event of a Change of Control of the
Company, to continue to perform their duties in the best interests of the
Company and its stockholders. In most instances these agreements replace and
supersede prior agreements between the Company and the executive officers
entered into between June 23, 1989, and July 16, 1996.
Each agreement provides that, if, within two years following a Change
of Control the Company terminates the employment of the executive other than for
death, disability or Cause (as defined in the agreements, including repeated,
willful and deliberate violations by the executive of his obligations under the
agreement or the commission by the executive of an intentional act of fraud,
embezzlement, theft or misappropriation of confidential information), or the
executive voluntarily terminates his employment for Good Reason (as defined in
the agreements, including a diminution in the executive's position, authority,
duties or responsibilities or a change in the executive's job location of more
than fifty miles or any purported termination in violation of the agreement or
the failure of any successor to comply with the agreement), the executive will
receive his base salary and bonus through the date of termination plus specified
severance benefits. Generally, these severance benefits include, but are not
limited to, (i) a specified multiple (two times in the case of Dr. Thompson, Mr.
Coutts and Mr. Stokes, executive officers named in the Summary Compensation
Table, and one and one-half times for all other executive officers) of an
executive's annual base salary plus the higher of his or her target bonuses for
the year in which the termination occurs or the average annual bonus for the
prior three years, and (ii) retirement benefits and health insurance and other
benefits for the remainder of the term of the agreement. In addition, the
executive would be entitled to immediate acceleration of the exercisability of
his or her stock options and accelerated vesting under certain other benefit
plans of the Company.
For purposes of the agreements, a "Change of Control" of the Company
generally means (i) an acquisition or series of acquisitions, other than from
the Company, of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 20% or more of the Company's then outstanding Common Stock (the
"Outstanding Company Common Stock") or voting securities (the "Outstanding
Company Voting Securities"), provided, however, that any acquisition by the
Company, Dexter or any of their subsidiaries, or by any employee benefit plan
(or related trust) sponsored or maintained by the Company, Dexter or any of
their subsidiaries, or any transaction or series of transactions that results in
15
<PAGE>
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) having beneficial ownership of more than 20% of
the Outstanding Company Common Stock, but less than the percentage of the
Outstanding Company Common Stock then beneficially owned by Dexter, and certain
other acquisitions specified in the agreements, shall not constitute a Change of
Control, (ii) certain changes in the composition of a majority of the Company's
board of directors from such composition on December 1, 1996 (the "Incumbent
Board"), except changes approved by a majority of directors comprising the
Incumbent Board, including a majority of the members of the Incumbent Board who
are not Dexter-related Directors (as defined in the agreements), (iii) approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company, or of the sale or other disposition of all or substantially all of
the assets of the Company, or of a reorganization, merger or consolidation of
the Company, and, in each case, following such reorganization, merger or
consolidation, all or substantially all of the individuals and entities that
beneficially owned the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such reorganization, merger or
consolidation do not beneficially own more than 60% of, respectively, the then
outstanding shares of common stock and voting stock of the corporation resulting
from such reorganization, merger or consolidation; and (iv) so long as Dexter
owns 20% or more of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, any of the following events shall occur (a) the acquisition,
other than from Dexter, of beneficial ownership of 20% or more of Dexter's then
outstanding common stock (the "Dexter Outstanding Common Stock") or voting
securities (the "Dexter Outstanding Voting Securities"), provided that any
acquisition by the Company, Dexter or any of their subsidiaries, or by any
employee benefit plan (or related trust) sponsored or maintained by the Company,
Dexter or any of their subsidiaries, or any acquisition of Dexter by a
corporation with respect to which, following such acquisition, more than 60% of,
respectively, the then outstanding shares of such corporation's common stock and
voting power are beneficially owned by all or substantially all of the
individuals or entities who were the beneficial owners, respectively, of the
Outstanding Dexter Common Stock and Outstanding Dexter Voting Securities
immediately prior to such acquisition in substantially the same proportion as
their ownership, immediately prior to such acquisition, of the Outstanding
Dexter Common Stock and Outstanding Dexter Voting Securities, as the case may
be, shall not constitute a Change of Control, (b) certain changes in the
composition of more than a majority of the board of directors of Dexter from the
composition on December 1, 1996, except changes approved by a majority of the
incumbent board of directors of Dexter, or (c) approval by the stockholders of
Dexter of a complete liquidation or dissolution of Dexter, or the sale or other
disposition of all or substantially all of the assets of Dexter, or of a
reorganization, merger or consolidation of Dexter, and, in each case, following
such reorganization, merger or consolidation the individuals and entities that
beneficially owned the Outstanding Dexter Common Stock and Outstanding Dexter
Voting Securities prior to such reorganization, merger or consolidation do not
beneficially own more than 60% of the then outstanding shares of common stock
and voting stock of the resulting corporation.
16
<PAGE>
REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act of 1934, as amended, that might incorporate future filings, including this
proxy statement, in whole or in part, the following report of the Compensation
and Organization Committee and the Performance Graph which follows shall not be
incorporated by reference into any such filings, except to the extent that the
Company specifically incorporates this information by reference .
The Compensation and Organization Committee (the "Compensation
Committee") of the Company is responsible for, among other things, establishing
and administering the compensation policies applicable to executive officers.
The Compensation Committee is currently composed of: K. Grahame Walker,
chairman, Thomas H. Adams, Ph.D. and Kathleen Burdett.
Overall Policy
The Company's executive compensation is designed to be closely linked
to long-term corporate performance and returns to stockholders. To this end, the
Company has developed an overall compensation strategy and specific compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified performance goals and to appreciation in the
Company's stock price over time. The overall objectives of this strategy are to
attract and retain executive talent of the highest quality, to motivate these
executives to achieve the goals inherent in the Company's strategy, to link
executive and stockholder interests through equity-based compensation and to
provide a compensation package that recognizes individual contributions as well
as overall business results.
The Compensation Committee reviews and makes recommendations to the
Board of Directors with respect to the compensation of the most highly
compensated executives, including the individuals named in the Summary
Compensation Table, and reviews the compensation policies and pay practices
employed with respect to all the Company's other executive-level employees. This
practice is designed to ensure consistency throughout the executive compensation
program. The key elements of the Company's executive compensation program
consist of base salary, cash bonuses and stock options. The Compensation
Committee's policies with respect to each of these elements, including the bases
for the compensation awarded to Dr. Thompson, are discussed below.
Base Salary
Base salaries for executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions at
other companies. The Committee engaged Frederick W. Cook & Co., executive
compensation consultants, to update its executive compensation study.
17
<PAGE>
It has been the Company's policy to target base salaries between the
50th and 75th percentiles for base pay of similar positions within the defined
competitive group. Annual salary adjustments are determined by evaluating the
performance of each executive officer taking into account new responsibilities
as well as the individual's contribution to the Company's overall performance.
Individual performance ratings take into account such factors as achievement of
the strategic plan, attainment of specific individual objectives, interpersonal
managerial skills and civic involvement.
Cash Bonus
The Company's cash bonus accounts for a significant percentage of each
executive officer's compensation. Executive officers participate in the
Company's Incentive Compensation Plan ("ICP"), which is a pay-for-performance
plan designed to compensate officers for performance that increases stockholder
value. Approximately 800 employees of the Company are eligible to participate in
the ICP. The ICP is approved by the Compensation Committee and is reviewed semi-
annually.
"Performance" is measured by assessing both the Company's performance
and individual performance. The total amount of compensation to be distributed
each year (the "Incentive Pool") is based on Company performance, as measured by
specific measurements defined each year such as sales growth, return on
investment and operating profitability, and threshold, target and maximum
performance levels are established to reflect the Company's operations. Each
participant's ICP payout is based upon his or her contribution to the Company's
performance as well as the Company's overall financial results in the year. The
individual performance ratings in the ICP may range from 0% to 125%. The Company
performance-based factors considered in determining the ICP and the weight given
to those factors in 1998 were as follows: earnings per share, 40%; working
capital as a percent of net sales, 20%; and net sales, 40%. These factors are
weighted annually to reflect the assessment of those issues that are in need of
emphasis in accordance with the Company's strategic plan. Once the Incentive
Pool is determined, the Compensation Committee reviews each executive officer's
potential share of the Incentive Pool based on his or her contribution to the
Company's business results, which is a subjective determination. The
Compensation Committee considers a number of factors in determining an executive
officer's contribution to the Company's business results, including the level of
the executive's job responsibilities, the executive's past performance and the
achievement of individual performance objectives. Individual performance
objectives are set at the beginning of each year by the Compensation Committee
and the Chief Executive Officer for the Chief Executive Officer and by the Chief
Executive Officer and each other executive officer for that executive officer.
An executive's individual performance measures take into account such factors as
the attainment of specific individual objectives, leadership and management
skills and civic involvement. No specific weight is assigned to any particular
factor. Bonuses are paid semi-annually, although the amounts paid under the ICP
are based on and adjusted for the Company's annual results.
Stock Options
The third component of each executive officer's compensation is the
Company's stock option and long-term incentive compensation plans pursuant to
which the Company has granted to executive
18
<PAGE>
officers and other key employees options to purchase shares of its Common Stock.
The Board of Directors of the Company believes that these plans are an important
factor in attracting, retaining and motivating its officers and key employees.
The objective of the Company's stock option and long-term incentive compensation
plans is to advance the long-term interests of the Company and its stockholders
and complement incentives tied to annual performance. Stock option grants
provide rewards to executives upon the creation of incremental stockholder
value. No stock options were granted to the executive officers of the Company
in 1998 due to the proposal by Dexter to acquire all the shares of Common Stock
of the Company not already owned by Dexter.
Compensation to Chief Executive Officer
In 1998, J. Stark Thompson, Ph.D., Chief Executive Officer of the
Company, received a base salary of $459,250, an increase of 5.9% over his 1997
base salary. In addition, 5.4% of the Company's Incentive Pool, or $281,918, was
paid to Dr. Thompson as a bonus in 1998, compared with 5.4% of the Incentive
Pool, or $276,154 in 1997. It is our view that total cash compensation paid to
Dr. Thompson in 1998 is consistent with the Compensation Committee's
compensation philosophy.
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code of 1986 limits the amount
of compensation a corporation may deduct as a business expense paid to its Chief
Executive Officer and its four other most highly compensated officers to
$1,000,000 in any year, except to the extent that such compensation qualifies as
"performance based" compensation. Although the Compensation Committee considers
the net cost to the Company in making all compensation decisions (including, for
this purpose, the potential limitation on deductibility of executive
compensation), there is no assurance that compensation realized with respect to
any particular award will qualify as "performance based" compensation. Those
portions of the executives' compensation that are not "performance based" and
that exceed the cap will not be tax deductible by the Company.
Conclusion
The Compensation Committee believes that linking executive
compensation to individual and Company performance results in better alignment
of compensation with corporate business goals and stockholder value. As
performance goals are met or exceeded, resulting in increased value to
stockholders, executives are rewarded commensurately. The Compensation Committee
believes that compensation paid to its executives during 1998, including the
Chief Executive Officer, reflects the Company's compensation goals and policy.
Compensation & Organization Committee
K. Grahame Walker, Chairman
Thomas H. Adams
Kathleen Burdett
19
<PAGE>
PERFORMANCE GRAPH
Note: The total stockholder return (i.e., changes in share price plus reinvested
dividends) shown on the performance graph below is not necessarily indicative of
the future returns on the Company's Common Stock.
Comparison of Five-Year Cumulative Total Return Among
Life Technologies, Inc.,
The Nasdaq Stock Market (U.S. & Foreign),
Nasdaq Pharmaceutical Stocks and the Russell 2000
(Assuming an investment of $100 on December 31, 1993)
<TABLE>
<CAPTION>
LEGEND
SYMBOL INDEX DESCRIPTION 1993 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
* Life Technologies, Inc. 100.0 106.6 150.2 208.2 278.5 327.5
* Nasdaq Stock Market (U.S and Foreign) 100.0 97.0 136.2 166.8 203.7 282.0
* Nasdaq Pharmaceutical Stocks 100.0 75.3 136.0 138.5 143.0 182.8
* Russell 2000 100.0 98.2 126.1 146.9 179.7 175.2
</TABLE>
20
<PAGE>
Compensation Committee Interlocks and Insider Participation
During 1998 K. Grahame Walker, chairman, Thomas H. Adams, Kathleen
Burdett, and Frank E. Samuel, Jr. served as members of the Company's
Compensation and Organization Committee. Mr. Samuel ceased to be a member of
the Company's Compensation and Organization Committee upon his resignation from
the Company's Board of Directors, effective November 3, 1998. No member of the
Compensation and Organization Committee was during the 1998 fiscal year or at
any other time an officer or employee of the Company. No executive officer of
the Company served on the board of directors or compensation committee of
another entity that has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation and Organization Committee.
Compensation of Directors
In 1998, each non-employee director of the Company (except Mr. Walker,
Mr. Beatt and Ms. Burdett) received a $10,000 retainer fee which was paid
quarterly, an additional fee of $1,000 for each Board meeting attended, and
$1,000 for each committee meeting attended (with the chairman of each committee
receiving $2,000). Effective January 1, 1999, the annual retainer payable to
directors was increased to $20,000. Pursuant to the terms of the Company's Non-
Employee Directors' Annual Retainer Plan, each non-employee director (except Mr.
Walker, Mr. Beatt and Ms. Burdett who elected not to participate in the Plan)
received a grant of 150 shares of Common Stock on April 1, 1998 and October 1,
1998. Pursuant to the terms of the Company's 1996 Non-Employee Directors' Stock
Option Plan, each non-employee director (except Mr. Walker, Mr. Beatt and Ms.
Burdett who elected not to participate in the Plan) was granted an option to
purchase 6,750 shares of Common Stock on October 1, 1998, at a per share price
of $33.25 (the fair market value on that date). The grant becomes exercisable
in three equal installments on the first, second and third anniversary of the
date of the grant, subject to acceleration in the event of a Change of Control
(as defined in the Plan). The options may be exercised by payment in cash,
check or shares of Common Stock. Also in accordance with the terms of the
Plan, Dr. Whitesides was granted an option to purchase 6,750 shares of Common
Stock on his election to the Board (April 14, 1998) at a per share price of
$38.1875 (the fair market value on that date) and Mr. Kelly was granted an
option to purchase 6,750 shares of Common Stock upon his appointment to the
Board (August 1, 1998) at a per share price of $38.2813 (the fair market value
on that date). Effective February 1, 1999, the Non-Employee Directors' Annual
Retainer Plan and the 1996 Non-Employee Directors' Stock Option Plan were
terminated by the Company's Board of Directors.
Dr. Adams also received $75,000 plus reimbursement of expenses for his
services as chairman of the special committee of independent directors formed to
evaluate Dexter's July 7, 1998 proposal to acquire all the shares of Common
Stock of the Company not owned by Dexter at a price of $37.00 per share in cash.
21
<PAGE>
Certain Relationships and Related Transactions
In 1998 the Company received the benefit of certain services performed
by Dexter corporate personnel, primarily internal audit services, for which the
Company paid Dexter $25,000. Dexter also purchased principally all insurance for
the Company for which the Company was charged its pro rata share of the cost of
such insurance. Mr. Walker is a director of the Company and Dexter; he is also
chairman and chief executive officer of Dexter. Mr. Beatt is a director of the
Company; he is also vice president, general counsel and secretary of Dexter.
Ms. Burdett is a director of the Company; she is also vice president and chief
financial officer of Dexter. Mr. Kelly and Dr. Whitesides are directors of
Dexter.
22
<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee,
has selected the firm of PricewaterhouseCoopers LLP, independent certified
public accountants, to audit the accounts of the Company for fiscal year 1999,
and it is proposed that the selection of such firm be ratified by the
stockholders at the Annual Meeting. In the event that such selection is not so
ratified, it will be reconsidered by the Audit Committee and the Board.
A representative of PricewaterhouseCoopers LLP will be present at the
Annual Meeting, will have an opportunity to make a statement if he desires to do
so and will be available to respond to appropriate questions from stockholders.
PricewaterhouseCoopers LLP audited the accounts of the Company and
certain employee benefit plans for fiscal year 1998. In connection with its
audit function, PricewaterhouseCoopers LLP reviewed the Company's 1998 quarterly
and annual reports to its stockholders and certain filings with the SEC. In
addition, during fiscal year 1998, PricewaterhouseCoopers LLP provided other
professional services to the Company.
The Audit Committee approves in advance the nature of professional
services for which the Company may retain the firm of PricewaterhouseCoopers
LLP, considers the possible effect of such retention on the independence of such
firm, and determines whether the services provided were within the scope of such
approval.
Vote Required
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote is required for adoption of this proposal. Accordingly, an
abstention or broker non-vote has the same legal effect as a vote "against" the
proposal.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 2 - RATIFICATION OF
SELECTION OF AUDITORS" TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
23
<PAGE>
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the
2000 Annual Meeting of Stockholders of the Company must be received by the
Company no later than December 8, 1999, for inclusion in the Board of Directors'
proxy statement and form of proxy relating to the meeting. Any stockholder who
intends to present a proposal at the Company's 2000 Annual Meeting of
Stockholders without requesting the Company to include such proposal in the
Company's proxy statement must notify the Company not later than February 21,
2000, of his, her or its intention to present the proposal. Otherwise, the
Company may exercise discretionary voting with respect to such stockholder
proposal pursuant to authority conferred on the Company by proxies to be
solicited by the Board of Directors of the Company and delivered to the Company
in connection with the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at
the Annual Meeting. If, however, any other business properly comes before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors,
C. Eric Winzer
Assistant Secretary
Dated: April 6, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998, WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
WILL BE SENT WITHOUT THE ACCOMPANYING EXHIBITS WITHOUT CHARGE TO ANY STOCKHOLDER
REQUESTING IT IN WRITING FROM:
LIFE TECHNOLOGIES, INC.
ATTN: CORPORATE SECRETARY
9800 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
24
<PAGE>
PROXY PROXY
Life Technologies, Inc.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON MAY 4, 1999
Joseph C. Stokes, Jr. and J. Stark Thompson, and each of them acting without
the other, as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, are hereby authorized to
represent and to vote as designated below, all shares of Common Stock of Life
Technologies, Inc. (the "Company") held of record by the undersigned on March
12, 1999, at the Annual Meeting of Stockholders to be held at 10:00 a.m., local
time, on Tuesday, May 4, 1999, at The New York Palace Hotel, 455 Madison
Avenue, New York, New York, or at any adjournment thereof. Any and all proxies
heretofore given are hereby revoked.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET
FORTH IN THE PROXY STATEMENT.
This proxy is continued on the reverse side
Please sign on the reverse side and return promptly
<PAGE>
1. ELECTION OF DIRECTORS 2. RATIFICATION OF THE
Nominees: Thomas H. Adams, APPOINTMENT OF
Ph.D., R. Barry Gettins, Ph.D. PRICEWATERHOUSECOOPERS LLP AS
and Joseph C. Stokes, Jr. for INDEPENDENT AUDITORS OF THE
three-year terms. COMPANY FOR FISCAL YEAR 1999
[_For]all listed nominees (except For Against Abstain
for nominee(s) whose name(s) [_] [_] [_]
appear(s) below):
- ---------------------------------- Discretionary authority is hereby
- ---------------------------------- granted with respect to such
- ---------------------------------- other matters as may properly
come before the Annual Meeting.
[_]Withhold]Authority to vote for
the listed nominees.
Date: ______________________, 1999
______________________________________
Signature
______________________________________
Signature (if held jointly)
Important: Each joint owner shall
sign.
Executors, administrators, trustees,
etc. should give full title.
The above-signed acknowledges receipt
of the Notice of Annual Meeting of
Stockholders and the Proxy Statement
furnished therewith.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
