0001127602-14-004267.txt : 20140204 0001127602-14-004267.hdr.sgml : 20140204 20140204144817 ACCESSION NUMBER: 0001127602-14-004267 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140203 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Life Technologies Corp CENTRAL INDEX KEY: 0001073431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330373077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5791 VAN ALLEN WAY CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7606037200 MAIL ADDRESS: STREET 1: 5791 VAN ALLEN WAY CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: INVITROGEN CORP DATE OF NAME CHANGE: 19981113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UPRICHARD DAVID C CENTRAL INDEX KEY: 0001239916 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25317 FILM NUMBER: 14571714 MAIL ADDRESS: STREET 1: 12 PINE STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2014-02-03 1 0001073431 Life Technologies Corp LIFE 0001239916 UPRICHARD DAVID C 5791 VAN ALLEN WAY CARLSBAD CA 92008 1 Common Stock 2014-02-03 4 D 0 2930 76.1312 D 0 D Stock Options 31.86 2014-02-03 4 D 0 3000 31.86 D 2007-04-24 2016-04-24 Common Stock 3000 0 D Restricted Stock Units 2014-02-03 4 D 0 3053 D 2014-04-24 2023-04-24 Common Stock 3053 0 D Restricted Stock Units 2014-02-03 4 D 0 4021 D 2012-04-28 2021-04-28 Common Stock 4021 0 D Restricted Stock Units 2014-02-03 4 D 0 6033 D 2010-04-30 2019-04-30 Common Stock 6033 0 D Restricted Stock Units 2014-02-03 4 D 0 3742 D 2009-04-30 2018-04-30 Common Stock 3742 0 D Restricted Stock Units 2014-02-03 4 D 0 2000 D 2008-04-19 2015-04-21 Common Stock 2000 5228 D Restricted Stock Units 2014-02-03 4 D 0 5228 D 2008-04-19 2015-04-21 Common Stock 5228 0 D Restricted Stock Units 2014-02-03 4 D 0 2000 D 2006-05-24 2016-04-24 Common Stock 2000 0 D On February 3, 2014, Thermo Fisher Scientific Inc., a Delaware corporation ("Thermo Fisher"), acquired the issuer pursuant to that certain merger agreement between issuer, Thermo Fisher and Polpis Merger Sub Co., a Delaware corporation and wholly owned subsidiary of Thermo Fisher ("Merger Sub"), dated as of April 14, 2013 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Thermo Fisher. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $76.1311786 in cash (the "per-share merger consideration"). In addition, all outstanding options, performance restricted stock units and service-based restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes (other than certain service-based restricted stock units that were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 22, 2013. These Stock Options were canceled at the effective time of the Merger (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option. These service-based Restricted Stock Units were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms. John Cottingham, attorney-in-fact for Mr. U'Prichard 2014-02-04