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): July 13, 2006

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

MASSACHUSETTS	001-09781 (0-1052)	04-2170233
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

290 Concord Road, Billerica, Massachusetts 01821

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone number, including area code: (978) 715-4321

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 communications 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))

Item 1.01 Entry into a Material Definitive Agreement.

On July 12, 2006, Millipore Corporation, certain of our subsidiaries and certain of our lenders entered into a second amendment of our credit facility (the “Amendment”) increasing the borrowing availability of Millipore under the domestic credit facility from €430 million to €465 million. The Amendment also provides for a clarification in the applicable pricing grid contained in the credit facility in the event a credit rating were not available for the credit facility.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Certain of the lenders and their respective affiliates, have performed, and may in the future perform for Millipore and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expense reimbursement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 14, 2006, Millipore Corporation consummated its acquisition by merger of Serologicals Corporation (“Serologicals”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 25, 2006 among Millipore, Serologicals and Charleston Acquisition Corp. (“Sub”), a Delaware corporation and wholly owned subsidiary of Millipore. As a result of the merger, Sub merged with and into Serologicals, the separate corporate existence of Sub ceased, and Serologicals continues as the surviving corporation in the merger and a wholly owned subsidiary of Millipore.

The former security holders of Serologicals have the right to receive $31.55 in cash for each share of Serologicals common stock, which aggregates to cash consideration for the transaction of approximately $1.4 billion, including cash payable to stockholders and holders of all equity awards (net of applicable exercise price), and the full conversion value of the outstanding convertible debentures of Serologicals.

Millipore financed the acquisition with a combination of cash on hand and debt.

There is no material relationship between Serologicals or any of its affiliates, and Millipore or any of its affiliates, any director or officer of Millipore or any associate thereof, other than the Merger Agreement and the other ancillary non-material agreements entered into in connection with the Merger Agreement.

The execution and delivery of the Merger Agreement was previously reported in Millipore’s Current Report on Form 8-K dated April 27, 2006. The summary of the transactions described above is qualified in its entirety by the complete text of the Merger Agreement which is attached to such Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Millipore will file the financial statements required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

Millipore will file the financial statements required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(d)

Exhibit No.	Description
10.1	Amendment No. 2 dated as of July 13, 2006 among Millipore Corporation, certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the other lenders named therein.

SIGNATURES

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

MILLIPORE CORPORATION

/s/ Jeffrey Rudin

Jeffrey Rudin

Vice President and General Counsel

Date: July 18, 2006

Exhibit No.	Description
10.1	Amendment No. 2 dated as of July 13, 2006 among Millipore Corporation, certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the other lenders named therein.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

THIS AMENDMENT NO. 2, dated as of July 13, 2006 (this “Amendment”), of that certain Credit Agreement referenced below is by and among MILLIPORE CORPORATION, a Massachusetts corporation (the “Company” or the “Domestic Borrower”),and the other Borrowers and Guarantors identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent for and on behalf of the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W I T N E S S E T H

WHEREAS, a €430 million revolving credit facility has been established in favor of the Company and certain of its subsidiaries pursuant to the terms of that certain Credit Agreement dated as of December 15, 2005 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among (i) the Company, as domestic borrower, (ii) Millipore Ireland B.V., a limited liability company existing under the laws of the Netherlands, Millipore Cork, an unlimited company existing under the laws of Ireland, Millipore SAS, a limited liability company existing under the laws of France, as foreign borrowers, (iii) the Company and certain of its subsidiaries, as guarantors, (iv) the lenders identified therein, and (v) Bank of America, N.A., as administrative agent;

WHEREAS, the Credit Agreement has been amended by that Amendment No. 1 and Consent dated as of June 6, 2006 (“Amendment No. 1”) among the Company, the other Borrowers and Guarantors identified therein and Bank of America, N.A., as Administrative Agent for and on behalf of the Lenders;

WHEREAS, the Company has requested an increase in the aggregate amount of Domestic Revolving Commitments under the Credit Agreement;

WHEREAS, the Lenders have agreed to the requested amendment on the terms and conditions set forth herein and have directed the Administrative Agent to enter into this Amendment on their behalf;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is amended in the following respects:

1.1 In Section 1.01 (Definitions) in the first paragraph after the pricing grid in the definition of “Applicable Percentage”, clause (iii) is amended to read as follows:

(iii) If both Ratings Services cease to assign a Debt Rating for the Loans and credit facilities under this Credit Agreement, the applicable pricing level shall be based on the Company’s issuer rating as determined by the Rating Services (or, in the case of a split rating, by reference to the better of the ratings where there is an Investment Grade Rating, or based on an average of the corresponding pricing levels therefore where there is not an Investment Grade Rating, or, in case either Ratings Service ceases to assign an issuer rating, then by reference to the issuer rating assigned by the remaining Rating Service), and if no issuer rating is available, then the applicable pricing level shall be determined by reference to the worst rating shown in the pricing grid.

1.2. In Section 2.01(a) the “Aggregate Domestic Revolving Committed Amount” as referenced and defined in clause (i) is increased and amended from “FOUR HUNDRED THIRTY

MILLION EURO (€430,000,000)” to “FOUR HUNDRED SIXTY-FIVE MILLION EURO (€465,000,000)” and the “Aggregate Revolving Committed Amount” as referenced and defined in clause (ii) is increased and amended from “FOUR HUNDRED THIRTY MILLION EURO (€430,000,000)” to “FOUR HUNDRED SIXTY-FIVE MILLION EURO (€465,000,000)”.

1.3 In Section 2.01(e), the reference to “FIVE HUNDRED SIXTY MILLION EURO (€560,000,000)” in the lead-in sentence is amended to read “FIVE HUNDRED NINETY-FIVE MILLION EURO (€595,000,000)”.

1.4 Schedule 2.01 (Commitments and Commitment Percentages) to the Credit Agreement is amended and restated in its entirety to read as Schedule 2.01 attached hereto.

2. Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions, in form and substance reasonably satisfactory to the Administrative Agent:

(a) receipt by the Administrative Agent of executed copies of the consent and direction to this Amendment from the Required Lenders (and the Lenders providing additional commitments);

(b) receipt by the Administrative Agent of executed copies of the signature pages to this Amendment from the Company and the other Credit Parties;

(c) receipt of corporate resolutions, incumbency certificates, supporting corporate formation and organizational documentation and opinions of counsel, in each case relating solely to the Company, reasonably satisfactory to the Administrative Agent;

(d) Amendment No. 1 to the Credit Agreement shall be effective (including consummation of the Permitted Serologicals Acquisition); and

(e) payment of all fees and expenses (including fees and expenses of counsel to the Administrative Agent) in connection with this Amendment.

The Administrative Agent will promptly notify the Company and the Lenders when the conditions to the effectiveness of the amendment provisions of Section 1 of this Amendment have been met and will confirm that those provisions are effective. The provisions of Section 1 shall not be effective until the Administrative Agent shall have given such confirmation.

3. Representations and Warranties; Defaults. The Credit Parties affirm the following:

(a) all necessary action to authorize the execution, delivery and performance of this Amendment has been taken;

(b) after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except those which expressly relate to an earlier period); and

(c) immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist.

4. Guarantor Acknowledgment. Each Guarantor acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Guarantor’s obligations under the Credit Documents.

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5. Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.

6. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen PLLC.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed counterpart.

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

DOMESTIC BORROWER:	MILLIPORE CORPORATION,
	a Massachusetts corporation
	By:	/s/ Kathleen B. Allen
	Name:	Kathleen B. Allen
	Title:	Vice President and Chief Financial Officer
FOREIGN BORROWERS:	MILLIPORE IRELAND B.V.,
	a limited liability company existing under the laws of the Netherlands
	By:	/s/ Jeffrey Rudin
	Name:	Jeffrey Rudin
	Title:	Managing Director
	MILLIPORE CORK,
	an unlimited company existing under the laws of Ireland
	By:	/s/ Jeffrey Rudin
	Name:	Jeffrey Rudin
	Title:	Director
	MILLIPORE SAS,
	a limited liability company existing under the laws of France
	By:	/s/ Kathleen B. Allen
	Name:	Kathleen B. Allen
	Title:	By Power of Attorney
FOREIGN GUARANTORS:	MILLIPORE INTERNATIONAL HOLDING COMPANY B.V.,
	a company existing under the laws of The Netherlands
	By:	/s/ Kathleen B. Allen
	Name:	Kathleen B. Allen
	Title:	Director

MILLIPORE CORPORATION

AMENDMENT NO. 2

MILLILUX SARL,
a company existing under the laws of Luxembourg
By:	/s/ Paul O’Connor
Name:	Paul O’Connor
Title:	Manager
MILLIPART SARL,
a company existing under the laws of Luxembourg
By:	/s/ Paul O’Connor
Name:	Paul O’Connor
Title:	Manager

MILLIPORE CORPORATION

AMENDMENT NO. 2

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., for itself in its capacity as Administrative Agent and on behalf of the Required Lenders
	By:	/s/ Kathleen M. Carry
	Name:	Kathleen M. Carry
	Title:	Vice President

MILLIPORE CORPORATION

AMENDMENT NO. 2