-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J9AEdJavUYlegiFautvFLLe3Y/DbKm3/c1OqgB8lLGm8TC2U9LZYfNK4uQMvp7wF O11XLl93ysKBlKDureZHiw== 0001193125-08-257250.txt : 20081219 0001193125-08-257250.hdr.sgml : 20081219 20081219171714 ACCESSION NUMBER: 0001193125-08-257250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081216 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25317 FILM NUMBER: 081262008 BUSINESS ADDRESS: STREET 1: 1600 FARADAY AVE CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7606037200 MAIL ADDRESS: STREET 1: 1600 FARADAY AVE CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: INVITROGEN CORP DATE OF NAME CHANGE: 19981113 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 16, 2008

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   000-25317   33-0373077

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5791 Van Allen Way, Carlsbad, CA   92008
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (760) 603-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 16, 2008, the Board of Directors of Life Technologies Corporation, or the Company, increased its number of directors by one and appointed William S. Shanahan to serve as a director of the Company in Class I and to hold office until the Annual Meeting of Stockholders of the Company held in 2009, or until his earlier death, resignation or removal.

Mr. Shanahan will serve as a member of the Compensation and Organizational Development Committee of the board of directors of the Company, or the Board, until his successor is appointed by the Board.

Mr. Shanahan was granted 3,021 restricted stock units of the Company. The restricted stock units will vest over a two-year period, vesting one-half on the first anniversary of the date of grant, and becoming fully-vested on the second anniversary of the date of grant. The restricted stock unit award is not subject to any performance criteria.

There is no relationship or related transaction between the Company and Mr. Shanahan that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Shanahan was issued by the Company on December 15, 2008, and is attached hereto as Exhibit 99.1. The foregoing description is qualified in its entirety by reference to the full text of the exhibit.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release, dated December 15, 2008

[Remainder of page intentionally left blank; signature page immediately follows]


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

LIFE TECHNOLOGIES CORPORATION

(Registrant)

By:   /s/ John A. Cottingham
  John A. Cottingham, Chief Legal Officer and Secretary

Date: December 19, 2008

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

William S. Shanahan Joins Board of Directors of Life Technologies Corporation

Carlsbad, Calif., December 15, 2008 – Life Technologies Corporation (NASDAQ: LIFE), a provider of innovative life science solutions, today announced that William S. Shanahan has been appointed to its board of directors, effective December 16, 2008. Mr. Shanahan is the former president of Colgate-Palmolive Company and currently serves on the board of directors of Visa, Inc. (NYSE: V), Diageo PLC (NYSE: DEO), and MSD Ignition, Inc., a privately held company.

“Bill brings a wealth of global business and governance expertise to Life Technologies,” said Greg Lucier, Chairman and Chief Executive Officer of Life Technologies. “In particular, his vast experience in sales and marketing with one of the world’s most well-known brands will be invaluable as we work to better understand and serve our customers. His service on the boards of other prestigious companies will also provide good stewardship to the company. I welcome Bill to the Board and look forward to working with him to position Life Technologies for even greater success.”

Mr. Shanahan joined Colgate-Palmolive in 1965 upon graduating from college and began his tenure with the company in the international training program. He held roles of increasing responsibility in every division around the world, focusing on consistent global processes, market share leadership and profitable growth. He became chief operating officer in 1989 and was named president in 1992. During his tenure of responsibility for the company’s operations, Colgate-Palmolive’s sales more than doubled, and profits quintupled. Mr. Shanahan retired from Colgate-Palmolive in 2005.

Born in Cincinnati, Ohio and raised in Philadelphia, Pa., Mr. Shanahan received his undergraduate degree from Dartmouth College.

About Life Technologies

Life Technologies Corporation (NASDAQ: LIFE) is 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. The company has historical sales of approximately $3.5 billion, employs 9,500 people, has a presence in more than 100 countries, and possesses a rapidly growing intellectual property estate of over 3,600 patents and exclusive licenses. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems Inc. For more information on how we are making a difference please visit our website www.lifetechnologies.com.

 

1


Safe Harbor Statement

Certain statements contained in this press release are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Life Technologies intent that such statements be protected by the safe harbor created thereby. Potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of Life Technologies; Life Technologies’ ability to protect its intellectual property rights; competitive responses to the merger; an economic downturn, including the deterioration in economic and market conditions currently being experienced; risks that revenues may be lower than expected; Life Technologies’ ability to make accurate estimates and control costs; Life Technologies’ and its partners’ ability to bid on, win, perform and renew contracts and projects; the need to develop new products and adapt to significant technological change; exposure to environmental liabilities and litigation; liabilities for pending and future litigation; the impact of changes in laws and regulations; industry competition; Life Technologies’ ability to attract and retain key employees; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; Life Technologies’ leveraged position and ability to service debt; risks associated with international operations; third-party software risks; terrorist and natural disaster risks; anti-takeover risks and other factors; as well as other risks and uncertainties detailed from time to time in Life Technologies’ Securities and Exchange Commission filings.

Contact Information:

Investor Relations

Amanda Clardy

760-476-7075

Amanda.clardy@lifetech.com

Corporate Communications

Farnaz Khadem

760-603-7245

Farnaz.khadem@invitrogen.com

 

2

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