8-K 1 0001.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 7, 2000 DEXTER CORPORATION (Exact Name of Registrant as Specified in Charter) CONNECTICUT 1-5542 06-0321410 (State of Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT06096 (Address of Principal Executive ffic (Zip Code) 860-292-7675 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On July 9, 2000, Dexter Corporation (the "Company") announced that it signed a definitive agreement with Invitrogen Corporation ("Invitrogen") providing for a merger of the Company into Invitrogen in which all of the Company's outstanding shares of common stock will be converted into $62.50 per share in cash and Invitrogen stock. A copy of the definitive merger agreement between the Company and Invitrogen is filed as Exhibit 2.1 hereto. In addition to the merger with the Company, Invitrogen also agreed to a merger with Life Technologies, Inc. ("Life Technologies") in which shares of Life Technologies common stock will be converted into $60 per share in cash and Invitrogen stock. The Company currently owns approximately 75 percent of Life Technologies' common stock. A copy of the definitive merger agreement between Life Technologies and Invitrogen is filed as Exhibit 2.2 hereto. A copy of the press release announcing the execution of the definitive merger agreements is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of July 7, 2000, between Invitrogen Corporation and Dexter Corporation. The Company will furnish supplementally a copy of all omitted schedules to Exhibit 2.1 upon the request of the Securities and Exchange Commission. 2.2 Agreement and Plan of Merger, dated as of July 7, 2000, between Invitrogen Corporation and Life Technologies, Inc. The Company will furnish supplementally a copy of all omitted schedules to Exhibit 2.2 upon the request of the Securities and Exchange Commission. 99.1 Press release dated July 9, 2000, of the Company. 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. DEXTER CORPORATION By: /s/ Kathleen Burdett -------------------------------------- Name: Kathleen Burdett Title: Chief Financial Officer Date: July 10, 2000 EXHIBIT INDEX Exhibit No. Exhibit Name Page Number 2.1 Agreement and Plan of Merger, dated as of July 7, 2000, between Invitrogen Corporation and Dexter Corporation. The Company will furnish supplementally a copy of all omitted schedules to Exhibit 2.1 upon the request of the Securities and Exchange Commission. 2.2 Agreement and Plan of Merger, dated as of July 7, 2000, between Invitrogen Corporation and Life Technologies, Inc. The Company will furnish supplementally a copy of all omitted schedules to Exhibit 2.2 upon the request of the Securities and Exchange Commission. 99.1 Press release dated July 9, 2000, of the Company.