-----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, Tvxm1goN+mn8pyZXhQKRy4kocYfcgdVxKbjMcyqK2iRy03juNfrILV7fDFWBr9QK aL5ktY2Cj9L+CTFcPXyTKQ== /in/edgar/work/20000825/0000950172-00-001517/0000950172-00-001517.txt : 20000922 0000950172-00-001517.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950172-00-001517 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: [2851 ] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-05542 FILM NUMBER: 710064 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 8602927675 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: [2851 ] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 8602927675 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 425 1 0001.txt Filed by Dexter Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Dexter Corporation Commission File No. 001-05542 - ---------------------------------------------------------------------------- Important Notice Regarding the SPECIAL MERGER MEETING of Dexter Corporation to be held September 14, 2000 - ---------------------------------------------------------------------------- [Dexter Corp. logo] August 24, 2000 Dear Shareholder: Your vote has not been received for the special merger meeting of shareholders of Dexter Corporation to be held at The University Club, One West 54th Street, New York, New York 10019 on Thursday, September 14, 2000, at 11:30 a.m., local time. Please take a moment right now to ensure that your shares are represented at this important merger meeting. At the meeting you will be asked to approve Dexter Corporation's merger with Invitrogen Corporation. In the merger, each outstanding share of Dexter common stock will be converted into $62.50 in cash or Invitrogen common stock or both. This proposal requires the affirmative vote of the holders of at least two-thirds of the voting power of all outstanding shares of Dexter common stock on the record date. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER WITH INVITROGEN AND RECOMMENDS THAT DEXTER STOCKHOLDERS VOTE FOR THE MERGER PROPOSAL DESCRIBED IN THE MATERIALS PREVIOUSLY SENT TO YOU. PLEASE KEEP IN MIND THAT THERE ARE CURRENTLY TWO DEXTER SPECIAL MEETINGS FOR WHICH YOU ARE BEING ASKED TO VOTE. OUR SPECIAL MEETING TO APPROVE THE PROPOSED NONWOVENS ASSET SALE IS SCHEDULED TO TAKE PLACE ON WEDNESDAY, AUGUST 30, 2000. PLEASE TAKE THE TIME TO ENSURE THAT YOUR VOTE IS CAST AT BOTH OF THESE IMPORTANT MEETINGS. Please vote by Telephone or Internet Today! REMEMBER - EVERY SHARE AND EVERY VOTE COUNTS! You may also sign, date and mail your duplicate proxy card in the envelope provided. If you have any questions, please call MacKenzie Partners, Inc at (800) 322-2885. Thank you in advance for voting promptly. Sincerely, K. Grahame Walker Chairman and Chief Executive Officer PLEASE TAKE A MOMENT TO VOTE YOUR SHARES TODAY! INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT AND PROSPECTUS REGARDING DEXTER CORPORATION'S PROPOSED MERGER WITH AND INTO INVITROGEN CORPORATION REFERENCED IN THE FOREGOING INFORMATION, BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE JOINT PROXY STATEMENT AND PROSPECTUS WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY INVITROGEN AS PART OF INVITROGEN'S REGISTRATION STATEMENT ON FORM S-4, WHICH BECAME EFFECTIVE AUGUST 14, 2000. INVESTORS AND SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT AND PROSPECTUS AND OTHER DOCUMENTS FILED BY DEXTER OR INVITROGEN AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT "http://www.sec.gov." THE JOINT PROXY STATEMENT AND PROSPECTUS AND SUCH OTHER DOCUMENTS ALSO MAY BE OBTAINED BY DIRECTING SUCH REQUEST TO DEXTER CORPORATION, ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT,06096, 860-292-7675. -----END PRIVACY-ENHANCED MESSAGE-----