UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

(Amendment No. 1)

 

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      .

Life Technologies Corporation

Delaware		33-0373077
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5791 Van Allen Way
Carlsbad, California		92008
(Address of principal executive offices)		(Zip Code)

Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		NASDAQ Global Select Market
Preferred Stock Purchase Rights, $0.01 par value		NASDAQ Global Select Market

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ or No o

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o or No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ or No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008 was $3,616,442,556.

     The number of outstanding shares of the registrant’s common stock as of February 25, 2009 was 173,800,545.

 

 

Explanatory Note

     Life Technologies Corporation, or the Company, is filing this Amendment No. 1 to its Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2008, or this Amendment, to correct Exhibit 3.2, an incorrect version of which was inadvertently filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009, or the Original Filing. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company is also filing as exhibits to this Amendment the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

     Except as described above, no changes have been made to the Original Filing, and this Amendment does not amend, update or change the financial statements or any other items or disclosures in the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3)

The following exhibits are filed as part of this Form 10-K/A:

3.2		Third Amended and Restated Bylaws of Life Technologies Corporation
31.1		Certification of Chief Executive Officer
31.2		Certification of Chief Financial Officer
32.1		Certification of Chief Executive Officer
32.2		Certification of Chief Financial Officer

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

SIGNATURE		TITLE		DATE
/s/ Gregory T. Lucier   Gregory T. Lucier		Chairman and Chief Executive Officer and Director (Principal Executive Officer)		March 10, 2009
/s/ David F. Hoffmeister   David F. Hoffmeister		Chief Financial Officer (Principal Financial Officer)		March 10, 2009
/s/ Kelli A. Richard   Kelli A. Richard		Vice President, Finance (Principal Accounting Officer)		March 10, 2009
/s/ George F. Adam, Jr.   George F. Adam, Jr.		Director		March 10, 2009
/s/ Raymond V. Dittamore   Raymond V. Dittamore		Director		March 10, 2009
/s/ Donald W. Grimm   Donald W. Grimm		Director		March 10, 2009
/s/ Balakrishnan S. Iyer   Balakrishnan S. Iyer		Director		March 10, 2009
/s/ Arnold J. Levine, Ph.D   Arnold J. Levine, Ph.D.		Director		March 10, 2009
/s/ William H. Longfield   William H. Longfield		Director		March 10, 2009
/s/ Bradley G. Lorimier   Bradley G. Lorimier		Director		March 10, 2009
/s/ Ronald A. Matricaria   Ronald A. Matricaria		Director		March 10, 2009
/s/ Per A. Peterson, Ph.D.   Per A. Peterson, M.D., Ph.D.		Director		March 10, 2009
/s/ W. Ann Reynolds, Ph.D.   W. Ann Reynolds, Ph.D.		Director		March 10, 2009
/s/ William S. Shanahan   William S. Shanahan		Director		March 10, 2009
/s/ David C. U’Prichard, Ph.D.   David C. U’Prichard, Ph.D.		Director		March 10, 2009

INDEX TO EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION OF DOCUMENT
3.2		Third Amended and Restated Bylaws of Life Technologies Corporation
31.1		Certification of Chief Executive Officer
31.2		Certification of Chief Financial Officer
32.1		Certification of Chief Executive Officer
32.2		Certification of Chief Financial Officer