Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37964
PROSPECTUS SUPPLEMENT
$172,500,000
INVITROGEN CORPORATION
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 1, 2007
2,024,648 SHARES OF COMMON STOCK ISSUABLE ON CONVERSION OF THE NOTES
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This prospectus supplement ("Prospectus Supplement") supplements the
Prospectus dated April 27, 2001 (the "Prospectus") of Invitrogen Corporation, a
Delaware corporation (Invitrogen), and relates to Invitrogen's 5 1/2%
Convertible Subordinated Notes due March 1, 2007 held by certain securityholders
who may offer for sale the notes and shares of our common stock into which the
notes are convertible at any time, at market prices prevailing at the time of
sale or at privately negotiated prices. The selling securityholders may sell the
notes or the common stock directly to purchasers or through underwriters,
broker-dealers or agents, that may receive compensation in the form of
discounts, concessions or commissions. We will not receive any proceeds from
this offering.
This Prospectus Supplement should be read in conjunction with the Prospectus
and this Prospectus Supplement is qualified by reference to the Prospectus,
except to the extent that the information contained in this Prospectus
Supplement supercedes the information contained in the Prospectus. Capitalized
Terms used in this Prospectus Supplement and not otherwise defined herein have
the meanings specified in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 18, 2002.
SELLING SECURITYHOLDERS
The convertible notes offered hereby were issued by us and sold by the
initial purchasers in a transaction exempt from the registration requirements of
the Securities Act to persons reasonably believed by the initial purchasers to
be "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act). The selling securityholders (which term includes the initial
purchasers' transferees, pledgees, donees or their successors) may from time to
time offer and sell pursuant to this Prospectus any or all of the convertible
notes and common stock issued upon conversion of the convertible notes.
The following table sets forth information, as of January 18, 2002, with
respect to the selling securityholders and the respective principal amounts of
convertible notes beneficially owned by each selling securityholder that may be
offered pursuant to this Prospectus. Such information has been obtained from the
selling securityholders. None of the selling securityholders has, or within the
past three years has had, any position, office or other material relationship
with us or any of our predecessors or affiliates. Because the selling
securityholders may offer all or some portion of the convertible notes or the
common stock issuable upon conversion of the convertible notes pursuant to this
Prospectus, no estimate can be given as to the amount of the notes or the common
stock issuable upon conversion of the convertible notes that will be held by the
selling securityholders upon termination of any such sales. In addition, the
selling securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their convertible notes since the date on which
they provided the information regarding their convertible notes in transactions
exempt from the registration requirements of the Securities Act.
PRINCIPAL AMOUNT OF NUMBER OF SHARES OF COMMON STOCK
NOTES -----------------------------------------------
BENEFICIALLY OWNED BENEFICIALLY OWNED AFTER THE
NAME OF SELLING SECURITYHOLDER AND OFFERED HEREBY(1) OWNED(1)(2) OFFERED HEREBY OFFERING
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Conseco Fund Group-Convertible
Securities Fund....................... 2,500,000 29,342 29,342 0
Credit Suisse First Boston
Corporation........................... 11,290,000 132,511 132,511 0
Lazard Freres Banque.................... 1,500,000 17,605 17,605 0
Lehman Brothers Inc..................... 2,900,000 34,037 34,037 0
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(1) Information concerning the selling securityholders may change from time to
time and any such changed information will be set forth in supplements to
this Prospectus if and when necessary. In addition, the per share conversion
price, and therefore the number of shares issuable upon conversion of the
notes, is subject to adjustment under certain circumstances. Accordingly,
the aggregate principal amount of convertible notes and the number of shares
of common stock issuable upon conversion of the notes offered hereby may
increase or decrease.
(2) Assumes a conversion price of $85.20 per share, and a cash payment in lieu
of any fractional share interest. Assumes that any other holders of notes or
any future transferee from any such holder does not beneficially own any
common stock other than the common stock issuable upon conversion of the
convertible notes at the initial conversion rate.
1
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[INVITROGEN LOGO]
JANUARY 18, 2002
$172,500,000
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2007
2,024,648 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE NOTES
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PROSPECTUS SUPPLEMENT
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU
WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS OR TO MAKE REPRESENTATION AS TO
MATTERS NOT STATED IN THE PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THAT
WOULD NOT BE PERMITTED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES
MADE HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SHALL CREATE AN IMPLICATION
THAT THERE HAVE NOT BEEN ANY CHANGES TO THE INFORMATION CONTAINED HEREIN OR OUR
AFFAIRS SINCE THE DATE HEREOF.
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