UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
INVITROGEN CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
(CUSIP Number)
Peter A. Nussbaum, Esq.
S.A.C. Capital Advisors, LLC
72 Cummings Point Road
Stamford, CT 06902
(203) 890-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”)
amends the Schedule 13D filed on July 1, 2008 (the “Original Schedule 13D” and, together with this
Amendment No. 1, are collectively referred to herein as the “Schedule 13D”). This Amendment No. 1
relates to shares of common stock, $0.01 par value per share, of Invitrogen Corporation, a Delaware
corporation (the “Issuer”). Unless the context otherwise requires, references herein to the “Common
Stock” are to such common stock of the Issuer.
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This statement is filed by:
(i) S.A.C. Capital Advisors, LLC (“SAC Capital Advisors”) with respect to shares of
Common Stock directly beneficially owned by S.A.C. Capital Associates, LLC (“SAC
Associates”), S.A.C. Select Fund, LLC (“SAC Select”) and S.A.C. MultiQuant Fund LLC (“SAC
MultiQuant”);
(ii) S.A.C. Capital Management, LLC (“SAC Capital Management”) with respect to shares
of Common Stock directly beneficially owned by SAC Associates, SAC Select and SAC
MultiQuant;
(iii) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to shares of
Common Stock directly beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic
Investments”);
(iv) CR Intrinsic Investments with respect to shares of Common Stock directly
beneficially owned by it;
(v) Sigma Capital Management, LLC (“Sigma Capital Management”) with respect to shares
of Common Stock directly beneficially owned by Sigma Capital Associates, LLC (“Sigma Capital
Associates”); and
(vi) Steven A. Cohen with respect to shares of Common Stock beneficially owned by SAC
Capital Advisors, SAC Capital Management, SAC Associates, SAC Select, SAC MultiQuant, CR
Instrinsic Investors, CR Intrinsic Investments, Sigma Capital Associates and Sigma Capital
Management.
SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors, CR Instrinsic
Investments, Sigma Capital Management and Mr. Cohen (collectively, the “Reporting Persons”)
expressly disclaim beneficial ownership of securities directly beneficially owned by any person or
entity other than, to the extent of any pecuniary interest therein, the various accounts under the
Reporting Persons’ management and control.
(b) The address of the principal business office of (i) SAC Capital Advisors, CR Intrinsic
Investors and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902, (ii) CR Intrinsic
Investments is Box 174, Mitchell House, The Valley, Anguilla, British
West Indies, and (iii) SAC
Capital Management and Sigma Capital Management is 540 Madison Avenue, New York, New York 10022.
(c) The principal business of each of SAC Capital Advisors and SAC Capital Management is to
serve as investment manager to a variety of private investment funds, including SAC Associates, SAC
Select and SAC MultiQuant, and to control the investing and trading in securities by these private
investment funds. The principal business of CR Intrinsic Investors is to serve as investment
manager to CR Intrinsic Investments, and to control the investing and trading in securities by this
private investment fund. The principal business of CR Intrinsic Investments is to serve as a
private investment limited liability company. The principal business of Sigma Capital Management
is to serve as investment manager to Sigma Capital Associates, and to control the investing and
trading in securities by this private investment fund. The principal business of Mr. Cohen is to
serve as a principal of SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors, Sigma
Capital Management and of certain other affiliated entities.
(d) None of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors and Sigma Capital
Management are Delaware limited liability companies. CR Intrinsic Investments is an Anguillan
limited liability company. Mr. Cohen is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons expended an aggregate of approximately $242,804,952 of investment capital
to purchase the 6,171,830* shares of Common Stock. Such transactions were effected in open market
purchases and acquired in the ordinary course of business and are held by SAC Associates, SAC
MultiQuant, CR Intrinsic Investments, SAC Select and Sigma Capital Associates in commingled margin accounts,
maintained at Goldman Sachs & Co., Morgan Stanley & Co., and Credit Suisse First Boston, which may
extend margin credit to the Reporting Persons as and when required to open or carry positions in
the margin accounts, subject to applicable federal margin regulations, stock exchange rules and
credit policies. In such instances, the positions held in the margin accounts are pledged as
collateral security for the repayment of debit balances in the account. The margin accounts may
from time to time have debit balances. Since other securities are held in the margin accounts, it
is not possible to determine the amounts, if any, of margin used to purchase the shares of Common
Stock reported herein.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As of the close of business on July 25, 2008, the Reporting Persons beneficially owned an
aggregate of 6,171,830* shares of Common Stock, representing
approximately 6.9%* of the shares of
Common Stock outstanding. The percentages used herein are based upon approximately 89,475,404 shares of
Common Stock, which is based upon 44,737,702 shares outstanding as of April 28,
2008 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
Securities and Exchange Commission (the “SEC”) on April 30, 2008, and a
two-for-one stock split of those shares which took place on May 27, 2008 as
reported by the Issuer in its report on Form 8-K filed with the SEC on May 5,
2008.
SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors, Sigma Capital Management
and Mr. Cohen own directly no shares of Common Stock. Pursuant to investment management
agreements, each of SAC Capital Advisors and SAC Capital Management hold all investment and voting
power with respect to securities held by SAC Associates, SAC MultiQuant and SAC Select. Pursuant to an
investment management agreement, CR Intrinsic Investors holds all investment and voting power with
respect to securities held by CR Intrinsic Investments. Pursuant to an investment management
agreement, Sigma Capital Management holds all investment and voting power with respect to
securities held by Sigma Capital Associates. Mr. Cohen, through one or more intermediary holding
companies, controls SAC Capital Advisors, SAC Capital Management, Sigma Capital Management and CR
Intrinsic Investors. CR Intrinsic Investments is a wholly owned subsidiary of SAC Associates. By
reason of the provisions of
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Rule 13d-3 of the Act, as amended, each of SAC Capital Advisors, SAC Capital Management, and
Mr. Cohen may be deemed to own beneficially 1,296,630 shares of
Common Stock (constituting 1.4% of
the shares of Common Stock outstanding), each of Sigma Capital Management and Mr. Cohen may be
deemed to own beneficially 900,000 shares of Common Stock
(constituting approximately 1.0%* of the
shares of Common Stock outstanding) and each of CR Intrinsic Investors and Mr. Cohen may be deemed
to own beneficially 3,975,200* shares of Common Stock (constituting
approximately 4.4%* of the
shares of Common Stock outstanding).
* Includes 150,000 shares of Common Stock subject to call options held by CR Intrinsic
Investments.
(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to
dispose or direct the disposition of shares of Common Stock.
(i) SAC Capital Advisors has shared power to vote or direct the vote and shared power
to dispose or direct the disposition of 1,296,630 shares of Common
Stock, constituting 1.4%
of such class of securities;
(ii) SAC Capital Management has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of 1,296,630 shares of Common Stock, constituting
1.4% of such class of securities;
(iii) Sigma Capital Management has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of 900,000 shares of Common Stock, constituting
1.0% of such class of securities;
(iv) CR Intrinsic Investors has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of 3,975,200* shares of Common Stock,
constituting 4.4%* of such class of securities;
(v) CR Intrinsic Investments has shared power to vote or direct the vote and shared power to
dispose or direct the disposition of 3,975,200* shares of Common
Stock, constituting 4.4%* of
such class of securities; and
(vi) Steven A. Cohen has shared power to vote or direct the vote and shared power to
dispose or direct the disposition of 6,171,830* shares of Common Stock, constituting
approximately 6.9%* of such class of securities.
(c) Information concerning transactions in the shares of Common Stock effected by the
Reporting Persons since the filing of the Original Schedule 13D is set forth on Schedule A hereto
and is incorporated herein by reference. All of such transactions were effected in open market
transactions through various brokerage entities on the Nasdaq Stock Market.
(d) No person other than SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors,
CR Intrinsic Investments, Sigma Capital Management and Steven A. Cohen is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock
directly beneficially owned by SAC Associates, SAC MultiQuant, SAC
Select, Sigma Capital Associates and CR
Intrinsic Investments.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended and restated in its entirety as follows:
Other than as described herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any other person with respect
to the securities of the Issuer.
As noted in Item 5 above, CR Intrinsic Investments holds call options to acquire an aggregate
of 150,000 shares of Common Stock. Such options have an expiration date of August 16, 2008 and are
included in the beneficial ownership amounts reported on this Schedule 13D.
The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity
swaps or other similar derivative transactions with one or more counterparties that are based upon
the value of shares of Common Stock, which transactions may be significant in amount. The profit,
loss and/or return on such contracts may be wholly or partially dependent on the market value of
the shares of Common Stock, the relative value of shares of Common Stock in comparison to one or
more other financial instruments, indexes or securities, a basket or group of securities in which
shares of Common Stock may be included, or a combination of any of the foregoing. In addition to
the shares of Common Stock reported herein by the Reporting Persons, SAC MultiQuant currently has
long economic exposure to 150,862 shares of Common Stock through such contracts. CR Intrinsic
Investments has short economic exposure to 250,000 shares of Common Stock subject to put options through such contracts.
Sigma Capital Associates has short economic exposure to 100,000 shares of Common Stock subject to
call options. These contracts do not give the Reporting Persons direct or indirect voting,
investment or dispositive control over any securities of the Issuer and do not require the
counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer.
Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be
referenced in such contracts or that may be held from time to time by any counterparties to such
contracts.
Item 7. Material to be filed as Exhibits.
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Schedule A — Trading History |
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