Form 8-K for Invitrogen Corporation



Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) December 9, 2004




(Exact name of registrant as specified in its charter)



Delaware   0-25317   33-0373077

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


1600 Faraday Avenue, Carlsbad, CA   92008
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (760) 603-7200


Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 8 – Other Events


Item 8.01 Other Events.


On December 9, 2004, Invitrogen Corporation (the “Company”) issued a press release announcing it has completed its exchange offer with respect to the Company’s 2.0% Convertible Senior Notes due 2023 and the Company’s 1.5% Convertible Senior Notes due 2024. The press release is attached hereto as Exhibit 99.1.


Section 9 - Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


  (a) Not applicable.


  (b) Not applicable.


  (c) Exhibits.


Exhibit No.



99.1   December 9, 2004 Press Release by Invitrogen Corporation



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


     Invitrogen Corporation
Date December 9, 2004     

/s/    JOHN A. COTTINGHAM        

     John A. Cottingham
     Senior Vice President, General Counsel and Secretary