sv3asr
As filed with the Securities and Exchange Commission on
February 10, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Life Technologies
Corporation
(Exact name of Registrant as
specified in its charter)
|
|
|
Delaware
|
|
33-0373077
|
(State or other jurisdiction
of
incorporation)
|
|
(IRS Employer
Identification Number)
|
5791 Van Allen Way
Carlsbad, California
92008
(760) 603-7200
(Address, including ZIP Code,
and telephone number, including area code, of Registrants
principal executive offices)
John A. Cottingham
Chief Legal Officer and
Secretary
Life Technologies
Corporation
5791 Van Allen Way
Carlsbad, California
92008
Telephone: (760)
603-7200
(Name, address, including ZIP
code, and telephone number, including area code, of agent for
service)
Copies to:
|
|
|
Jamie Knox, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501
|
|
David L. Szekeres
Head Counsel, M&A,
Governance & Securities Life Technologies Corporation 5791 Van Allen Way Carlsbad, California 92008
Telephone: (760) 603-7200
|
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post effective amendment thereto that
shall become effective on filing with the commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. 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):
|
|
|
|
Large
accelerated
filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller reporting
company o
|
(Do not check if a smaller
reporting company)
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum
|
|
|
Amount of
|
Type of Securities
|
|
|
Amount to be
|
|
|
Proposed Maximum Offering
|
|
|
Aggregate
|
|
|
Registration
|
to be Registered
|
|
|
Registered
|
|
|
Price per Unit
|
|
|
Offering Price
|
|
|
Fee
|
Debt Securities
|
|
|
(1)
|
|
|
(1)
|
|
|
(1)
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
An indeterminate principal amount of securities, which may be
senior or subordinated, is being registered as may from time to
time be offered at indeterminate prices.
|
|
(2)
|
The Registrant is deferring payment of the registration fee
pursuant to Rule 456(b) under the Securities Act and is omitting
this information in reliance on Rule 456(b) and Rule 457(r)
under the Securities Act.
|
PROSPECTUS
Life Technologies
Corporation
Debt Securities
We may offer and sell the debt securities from time to time in
one or more offerings. This prospectus provides you with a
general description of the securities we may offer.
Each time we sell securities we will provide a supplement to
this prospectus that contains specific information about the
offering and the terms of the securities. The prospectus
supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus,
the applicable prospectus supplement and the documents
incorporated by reference herein or therein, and other offering
materials before you invest in any of our securities. This
prospectus may not be used to offer or sell any securities
unless accompanied by a prospectus supplement.
We may sell the securities described in this prospectus and any
prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a
combination of these methods, on a continuous or delayed basis.
The names of any underwriters will be included in the applicable
prospectus supplement.
Investing in our securities involves risks. See
Risk Factors on page 5 of this prospectus and
any similar section contained in the applicable prospectus
supplement, other offering materials and in our periodic reports
filed with the Securities and Exchange Commission concerning
factors you should consider before investing in our
securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or completeness of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is February 10, 2010.
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic shelf
registration statement that we have filed with the
U.S. Securities and Exchange Commission, or the
SEC, as a well-known seasoned issuer (as
defined in Rule 405 under the Securities Act of 1933, as
amended). By using a shelf registration statement, we may sell
any amount and combination of our debt securities from time to
time and in one or more offerings. Each time that we sell
securities, we will provide a prospectus supplement to this
prospectus that contains specific information about the
securities being offered and the specific terms of that
offering. The prospectus supplement may also add, update or
change information contained in this prospectus. If there is any
inconsistency between the information in this prospectus and the
applicable prospectus supplement, you should rely on the
prospectus supplement. Before purchasing any securities, you
should carefully read this prospectus, the applicable prospectus
supplement and any other offering material together with the
information incorporated by reference herein. See Where
You Can Find More Information and Incorporation of
Certain Documents by Reference.
You should rely only on the information contained or
incorporated by reference in this prospectus, the applicable
prospectus supplement and in any other offering material we
authorize. We have not authorized any other person to provide
you with different information. If any person provides you with
different or inconsistent information, you should not rely on
it. We will not make an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus
and any prospectus supplement is accurate only as of the date on
its respective cover, and that any information incorporated by
reference is accurate only as of the date of the document
incorporated by reference, unless we indicate otherwise. Our
business, properties, financial condition, results of operations
and prospects may have changed since those dates.
Unless the context requires otherwise, in this prospectus,
Life Technologies, Company,
we, our, and us means Life
Technologies Corporation and its subsidiaries. When we refer to
you, we mean the holders of the applicable series of
securities.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange
Act, and, in accordance therewith, we file annual, quarterly,
and current reports, proxy statements and other information with
the SEC. Information filed with the SEC by us can be inspected
and copied at the Public Reference Room maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. You
may also obtain copies of this information by mail from the
Public Reference Section of the SEC at prescribed rates. Further
information on the operation of the SECs Public Reference
Room in Washington, D.C. can be obtained by calling the SEC
at
1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy
and information statements and other information about issuers,
such as us, who file electronically with the SEC. The address of
that website is
http://www.sec.gov.
Our web site address is
http://www.lifetechnologies.com.
The information on or connected to our web site, however, is
not, and should not be deemed to be, a part of or incorporated
by reference into this prospectus or any prospectus supplement.
This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not
contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or
us, as indicated below. Forms of the indenture and other
documents establishing the terms of the offered securities are
filed as exhibits to the registration statement. Statements in
this prospectus or any prospectus supplement about these
documents are summaries and each statement is qualified in all
respects by reference to the document to which it refers. You
should refer to the actual documents for a more complete
description of the terms of the offered securities and related
matters. You may inspect a copy of the registration statement at
the SECs Public Reference Room in Washington, D.C.,
as well as through the SECs website.
1
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SECs rules allow us to incorporate by
reference information into this prospectus, which means
that we can disclose important information to you by referring
you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of
this prospectus, and subsequent information that we file with
the SEC will automatically update and supersede information
contained in this prospectus. Any statement contained in a
previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this
prospectus or any prospectus supplement modifies or replaces
that statement.
We incorporate by reference the documents listed below, which
have not been included or delivered with this prospectus, and
any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
between the date of this prospectus and the termination of the
offering of the securities described in this prospectus and the
applicable prospectus supplement.
|
|
|
|
|
Our Annual Report on
Form 10-K
for the year ended December 31, 2008, filed with the SEC on
March 2, 2009, as amended by Form
10-K/A,
filed with the SEC on March 11, 2009;
|
|
|
|
Our Definitive Proxy Statement filed with the SEC on
March 20, 2009;
|
|
|
|
Our Quarterly Reports on
Form 10-Q
for the quarter ended March 31, 2009, filed with the SEC on
May 8, 2009, the quarter ended June 30, 2009, filed
with the SEC on August 6, 2009, and the quarter ended
September 30, 2009, filed with the SEC on November 5,
2009;
|
|
|
|
Our Current Reports on
Form 8-K,
filed with the SEC on January 22, 2009, February 18,
2009, April 16, 2009, April 30, 2009, May 6,
2009, July 27, 2009, July 30, 2009, September 4,
2009, November 10, 2009, November 13, 2009,
December 18, 2009, January 22, 2010, January 27,
2010, January 28, 2010, January 29, 2010 and
February 5, 2010
(Form 8-K/A);
|
|
|
|
The audited consolidated statement of operations of Applied
Biosystems Inc. for the fiscal years ending June 30, 2008,
June 30, 2007 and June 30, 2006, consolidated
statements of financial position at June 30, 2008 and 2007,
consolidated statements of cash flows and consolidated
statements of stockholders equity, for the fiscal years
ended June 30, 2008, 2007 and 2006, the related notes
thereto, managements assessment of the effectiveness of
internal control over financial reporting (which is included in
Management Report on Internal Controls over Financial
Reporting), and the independent registered public accounting
firms report related thereto included in Applied
Biosystems Inc.s Annual Report on
Form 10-K
for the year ended June 30, 2008, filed on August 27,
2008; and
|
|
|
|
The unaudited condensed consolidated statements of operations
for the three months ended September 30, 2008 and 2007,
condensed consolidated statements of financial position at
September 30, 2008 and June 30, 2008, condensed
consolidated statements of cash flows for the three months ended
September 30, 2008 and 2007 and the related notes thereto
of Applied Biosystems Inc. included in Applied Biosystems
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, filed on
November 6, 2008.
|
We are not, however, incorporating by reference any documents or
portions thereof, whether specifically listed above or filed in
the future, that are not deemed filed with the SEC.
You may request a free copy of any of the documents incorporated
by reference in this prospectus by writing or telephoning us at
the following address:
Secretary
Life Technologies Corporation
5791 Van Allen Way
Carlsbad, California 92008
Telephone:
(760) 603-7200
Exhibits to the filings will not be sent unless those exhibits
have specifically been incorporated by reference in this
prospectus and any accompanying prospectus supplement.
2
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Any statements made in this prospectus, accompanying prospectus
supplement or other offering material and the information
incorporated herein and therein by reference may contain
forward-looking statements. Any statement about our
expectations, beliefs, plans, objectives, prospects, financial
condition, assumptions or future events or performance are not
historical facts and are forward-looking statements. These
statements are often, but not always, made through the use of
words or phrases such as believe,
anticipate, should, intend,
plan, will, expects,
estimates, projects,
positioned, strategy,
outlook and similar expressions. Additionally,
statements concerning future matters, such as the development of
new products, enhancements of technologies, sales levels and
operating results and other statements regarding matters that
are not historical are forward-looking statements. Accordingly,
these statements involve estimates, assumptions and
uncertainties that could cause actual results to differ
materially from the results expressed in the statements. Any
forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this prospectus,
any accompanying prospectus supplement or other offering
material and the information incorporated herein and therein by
reference. The following cautionary statements identify
important factors that could cause our actual results to differ
materially from those projected in the forward-looking
statements made in this prospectus, any accompanying prospectus
supplement or other offering material and the information
incorporated herein and therein by reference. Among the key
factors that have an impact on our results of operations are:
|
|
|
|
|
the risks and other factors described under the caption
Risk Factors under Item 1A of our annual report
on
Form 10-K
for the fiscal year ended December 31, 2008, this
prospectus, any accompanying prospectus supplement and the
information incorporated herein and therein by reference;
|
|
|
|
the integration of acquired businesses into our operations;
|
|
|
|
general economic and business conditions;
|
|
|
|
industry trends;
|
|
|
|
our assumptions about customer acceptance, overall market
penetration and competition from providers of alternative
products and services;
|
|
|
|
our funding requirements; and
|
|
|
|
availability, terms and deployment of capital.
|
Because the factors referred to above could cause actual results
or outcomes to differ materially from those expressed in any
forward-looking statements made by us, you should not place
undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on
which it is made, and, except as required by applicable law, we
undertake no obligation to update any forward-looking statement
to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and their
emergence may be impossible for us to predict. In addition, we
cannot assess the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements. This discussion is provided as
permitted by the Private Securities Litigation Reform Act of
1995.
For a more detailed discussion of these and other risk factors,
see Part I, Item 1A. Risk Factors and
Part II, Item 7. Managements Discussion
and Analysis of Results of Operations and Financial
Condition in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 as well as in
Part II, Item IA. Risk Factors and
Part I, Item 2. Management Discussion of
Financial Condition and Results of Operation in our
Quarterly Reports on
Form 10-Q
for the fiscal quarters ended March 31, 2009, June 30,
2009 and September 30, 2009 and as disclosed in our other
filings with the SEC.
3
LIFE
TECHNOLOGIES CORPORATION
We are a global biotechnology tools company dedicated to
improving the human condition. Our systems, consumables and
services enable researchers to accelerate scientific
exploration, driving to discoveries and developments that make
life even better. Life Technologies customers do their work
across the biological spectrum, working to advance personalized
medicine, regenerative science, molecular diagnostics,
agricultural and environmental research, and 21st century
forensics. Life Technologies employs approximately
9,000 people, has a presence in more than
160 countries, and possesses a rapidly growing intellectual
property estate of approximately 3,900 patents and exclusive
licenses. Life Technologies was created by the combination of
Invitrogen Corporation and Applied Biosystems Inc. on
November 21, 2008.
Life Technologies is a Delaware corporation. Our principal
executive offices are located at 5791 Van Allen Way, Carlsbad,
California 92008. Our main telephone number is
(760) 603-7200.
4
RISK
FACTORS
Our business is subject to significant risks. You should
carefully consider the risks and uncertainties set forth in
Part I, Item 1A. Risk Factors included in
our Annual Report on
Form 10-K
for the year ended December 31, 2008, and in
Part II, Item 1A. Risk Factors included in
our Quarterly Reports filed on
Form 10-Q
for the fiscal quarters ended March 31, 2009, June 30,
2009 and September 30, 2009, which documents are
incorporated by reference in this prospectus. Additional risk
factors that you should carefully consider may be included in a
prospectus supplement or other offering material relating to an
offering of our securities as well as the information
incorporated by reference herein or therein.
The risks and uncertainties described in any applicable
prospectus supplement or other offering material as well as the
documents incorporated by reference herein or therein are not
the only ones facing us. Additional risks and uncertainties that
we do not presently know about or that we currently believe are
not material may also adversely affect our business. If any of
the risks and uncertainties described in this prospectus, any
applicable prospectus supplement or other offering material, as
well as the documents incorporated by reference, actually occur,
our business, financial condition, results of operations and
prospects could be adversely affected in a material way. The
occurrence of any of these risks might cause you to lose all or
part of your investment in the offered securities. See also
Cautionary Note Regarding Forward-Looking Statements.
5
USE OF
PROCEEDS
Unless otherwise indicated in the prospectus supplement, we
intend to use the net proceeds from the sale of the securities
under this prospectus for general corporate purposes, which may
include, without limitation, the repayment of indebtedness and
the repurchase of our common stock. Specific allocations of the
proceeds for such purposes have not been made at this time. We
may invest funds not required immediately for such purposes in
short-term investment grade securities or as set forth in the
applicable prospectus supplement.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed
charges for Life Technologies for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
Ratio of Earnings to Fixed Charges
|
|
1.8
|
|
3.8
|
|
2.2
|
|
2.9
|
|
1.9
|
|
2.8
|
|
2.5
|
The ratios of earnings to fixed charges were computed by
dividing earnings by fixed charges. For purposes of calculating
the above ratios, earnings consist of income from
continuing operations before income taxes and fixed charges.
Fixed charges consist of interest expense (which
includes interest on indebtedness and amortization of debt
expense) and the portion of rents that Life Technologies
believes to be representative of the interest factor.
6
DESCRIPTION
OF SECURITIES
We may issue from time to time, in one or more offerings, senior
or subordinated debt securities covered by this prospectus. When
we offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to
this prospectus.
The debt securities will be issued under an indenture between us
and U.S. Bank National Association, as trustee, as it may
be amended and supplemented from time to time. The form of the
indenture is filed as an exhibit to the registration statement
of which this prospectus is a part. You should read the
indenture for provisions that may be important to you.
7
PLAN OF
DISTRIBUTION
We may sell the securities from time to time:
|
|
|
|
|
through underwriters or dealers;
|
|
|
|
through agents;
|
|
|
|
directly to one or more purchasers; or
|
|
|
|
through a combination of any of these methods of sale.
|
The applicable prospectus supplement or other offering material
will contain the terms of the transaction, name or names of any
underwriters, dealers, agents and the respective amounts of
securities underwritten or purchased by them, the initial public
offering price of the securities, and the applicable
agents commission, dealers purchase price or
underwriters discount. Any dealers and agents, in addition
to any underwriter, participating in the distribution of the
securities may be deemed to be underwriters within the meaning
of the Securities Act, and compensation received by them on
resale of the securities may be deemed to be underwriting
discounts.
Any initial offering price, dealer purchase price, discount or
commission, and concessions allowed or reallowed or paid to
dealers may be changed from time to time.
The maximum compensation to be received by any participating
Financial Industry Regulatory Authority (FINRA)
member will not be greater than 8% for the sale of any
securities being registered pursuant to SEC Rule 415 under
this prospectus.
Agents, underwriters and dealers may be entitled under relevant
agreements with us to indemnification by us against certain
liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which such agents,
underwriters and dealers may be required to make in respect
thereof. The terms and conditions of any indemnification or
contribution will be described in the applicable prospectus
supplement.
Each series of securities will be a new issue and will have no
established trading market. We may elect to list any series of
securities on an exchange, but, unless otherwise specified in
the applicable prospectus supplement, we shall not be obligated
to do so. No assurance can be given as to the liquidity of the
trading market for any of the securities.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act.
Overallotment involves sales in excess of the offering size,
which create a short position. Stabilizing transactions permit
bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short
covering transactions involve purchases of the securities in the
open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally
sold by the dealer are purchased in a covering transaction to
cover short positions. Those activities may cause the price of
the securities to be higher than it would otherwise be. If
commenced, the underwriters may discontinue any of the
activities at any time.
Agents, underwriters and dealers may engage in transactions
with, or perform services for, us and our respective
subsidiaries in the ordinary course of business.
8
LEGAL
MATTERS
The validity of the debt securities offered by this prospectus
will be passed upon for us by DLA Piper LLP (US), New York, New
York.
EXPERTS
Ernst & Young LLP, independent registered public accounting
firm, has audited our consolidated financial statements and
schedule as of December 31, 2008 and 2007 and for each of
the three years in the period ended December 31, 2008,
which is included in our Current Report on Form 8-K filed
on January 29, 2010, and the effectiveness of our internal
control over financial reporting as of December 31, 2008,
as set forth in their reports, which are incorporated by
reference in this prospectus and elsewhere in the registration
statement. These financial statements and schedule are
incorporated by reference in reliance on Ernst & Young
LLPs report, given on their authority as experts in
accounting and auditing.
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) of Applied Biosystems Inc.
incorporated in this Registration Statement and the Prospectus
by reference from Applied Biosystems, Inc.s Annual Report
on
Form 10-K
for the year ended June 30, 2008 have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
9
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance and Distribution
|
The following is an estimate of the expenses (all of which are
to be paid by the registrant) that we may incur in connection
with the securities being registered hereby.
|
|
|
|
|
SEC registration fee
|
|
$
|
(1
|
)
|
Fees and expenses of the trustee
|
|
$
|
(2
|
)
|
Printing expenses
|
|
$
|
(2
|
)
|
Legal fees and expenses
|
|
$
|
(2
|
)
|
Accounting fees and expenses
|
|
$
|
(2
|
)
|
Miscellaneous
|
|
$
|
(2
|
)
|
|
|
|
|
|
Total
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
(1) |
|
Pursuant to Rules 456(b) and 457(r) under the Securities
Act, the SEC registration fee will be paid at the time of any
particular offering of securities under the registration
statement, and is therefore not currently determinable. |
|
(2) |
|
These fees are calculated based on the securities offered and
the number of issuances and, accordingly, cannot be estimated at
this time. |
|
|
Item 15.
|
Indemnification
of Directors and Officers
|
Section 145(a) of the General Corporation Law of the State
of Delaware (Delaware Corporation Law) provides, in
general, that a corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), because the person is or was a director, officer,
employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or
agent of any other enterprise. Such indemnity may be against
expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding,
if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the corporation and if, with respect to any
criminal action or proceeding, the person did not have
reasonable cause to believe the persons conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in
general, that a corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its
favor because the person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent of
any other enterprise, against any expenses (including
attorneys fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in
general, that a corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of any
II-1
other enterprise, against any liability asserted against the
person in any such capacity, or arising out of the persons
status as such, regardless of whether the corporation would have
the power to indemnify the person against such liability under
the provisions of the law. Life Technologies has obtained
liability insurance for the benefit of its directors and
officers.
The restated certificate of incorporation of Life Technologies
provides that, to the fullest extent that the Delaware
Corporation Law as from time to time in effect permits the
limitation or elimination of the liability of directors, no
director of Life Technologies shall be personally liable to Life
Technologies or its stockholders for monetary damages for breach
of fiduciary duty as a director.
In addition, Life Technologies has entered into indemnification
agreements with each of its executive officers and directors
containing provisions that may require Life Technologies, among
other things, to indemnify those officers and directors against
liabilities that may arise by reason of their status or service
as officers or directors. The agreements also provide for Life
Technologies to advance to the officers and directors expenses
that they expect to incur as a result of any proceeding against
them as to which they could be indemnified. Life Technologies
also intends to execute such agreements with its future
directors and executive officers.
These indemnification provisions may be sufficiently broad to
permit indemnification of Life Technologies officers,
directors and other corporate agents for liabilities (including
reimbursement of expenses incurred) arising under the Securities
Act of 1933, as amended.
The foregoing is only a general summary of certain aspects of
Delaware Corporation Law and Life Technologies restated
certificate of incorporation dealing with indemnification of
directors and officers, and does not purport to be complete. It
is qualified in its entirety by reference to the detailed
provisions of Section 145 of the Delaware Corporation Law
and Life Technologies restated certificate of
incorporation.
(a) Exhibits
A list of exhibits filed with this registration statement on
Form S-3
is set forth on the Exhibit Index hereto and is
incorporated herein by reference.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that: (A) paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the registration
statement is on
Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the
II-2
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; and (B) Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the registration statement is on
Form S-3
or
Form F-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however , that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of securities:
The undersigned registrant undertake that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
II-3
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted for
directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above,
or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective; and
(ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Carlsbad, State of California, on February 10, 2010.
LIFE TECHNOLOGIES CORPORATION
|
|
|
|
By:
|
/s/ John
A. Cottingham
|
John A. Cottingham
Chief Legal Officer and Secretary
Date: February 10, 2010
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint each
of John A. Cottingham and David L. Szekeres with full power of
substitution, his or her true and lawful attorney-in-fact to act
for him or her in any and all capacities, to sign a registration
statement on
Form S-3
and any or all amendments thereto (including without limitation
any post-effective amendments thereto), and to file each of the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the
same as fully, to all intents and purposes, as he or she could
do in person, hereby ratifying and confirming all that said
attorney-in-fact or substitutes, or any of them, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gregory
T. Lucier
Gregory
T. Lucier
|
|
Chairman and Chief Executive Officer (Principal Executive
Officer)
|
|
February 10, 2010
|
|
|
|
|
|
/s/ David
F. Hoffmeister
David
F. Hoffmeister
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Kelli
A. Richard
Kelli
A. Richard
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 10, 2010
|
|
|
|
|
|
/s/ George
F. Adam, Jr.
George
F. Adam, Jr.
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Raymond
V. Dittamore
Raymond
V. Dittamore
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Donald
W. Grimm
Donald
W. Grimm
|
|
Director
|
|
February 10, 2010
|
II-5
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Balakrishnan
S. Iyer
Balakrishnan
S. Iyer
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Arnold
J. Levine, Ph.D.
Arnold
J. Levine, Ph.D.
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ William
H. Longfield
William
H. Longfield
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Bradley
G. Lorimer
Bradley
G. Lorimer
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Ronald
A. Matricaria
Ronald
A. Matricaria
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ Per
A. Peterson, Ph.D.
Per
A. Peterson, Ph.D.
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ W.
Ann Reynolds, Ph.D.
W.
Ann Reynolds, Ph.D.
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ William
S. Shanahan
William
S. Shanahan
|
|
Director
|
|
February 10, 2010
|
|
|
|
|
|
/s/ David
C. UPrichard, Ph.D.
David
C. UPrichard, Ph.D.
|
|
Director
|
|
February 10, 2010
|
II-6
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement
|
|
4
|
.1
|
|
Form of Indenture (including the form of Note)
|
|
4
|
.2
|
|
Form of Note (included in Exhibit 4.1)
|
|
5
|
.1
|
|
Opinion of DLA Piper LLP (US)
|
|
12
|
.1
|
|
Statement regarding the computation of ratio of earnings to
fixed charges
|
|
23
|
.1
|
|
Consent of Ernst & Young LLP, independent registered
public accounting firm
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers LLP, independent registered
public accounting firm
|
|
23
|
.3
|
|
Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
|
|
24
|
.1
|
|
Powers of Attorney (contained on
page II-5)
|
|
25
|
.1
|
|
Statement of Eligibility of
Form T-1
under the Trust Indenture Act of 1939, as amended, of U.S.
Bank National Association
|
|
|
|
* |
|
To be filed as an exhibit to a Current Report on
Form 8-K
and incorporated by reference herein. |