-----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, C2/TjwJj+4dNWtyBkZrnMZx3NupPlioxWgqGYp3Lfl6LGggXFKvvbWRv8qmWozr2 Ltl2o+z0OEJlcqYETwUxOg== 0000077551-08-000106.txt : 20081125 0000077551-08-000106.hdr.sgml : 20081125 20081125184555 ACCESSION NUMBER: 0000077551-08-000106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081121 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLAYMAN CAROLYN W CENTRAL INDEX KEY: 0001200846 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04389 FILM NUMBER: 081215111 BUSINESS ADDRESS: STREET 1: C/O APPLERA CORP STREET 2: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06856-5435 BUSINESS PHONE: 2038402000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED BIOSYSTEMS INC. CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061534213 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038402000 MAIL ADDRESS: STREET 1: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: APPLERA CORP DATE OF NAME CHANGE: 20001201 FORMER COMPANY: FORMER CONFORMED NAME: PE CORP DATE OF NAME CHANGE: 19990129 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-11-21 1 0000077551 APPLIED BIOSYSTEMS INC. ABI 0001200846 SLAYMAN CAROLYN W APPLIED BIOSYSTEMS INC. 301 MERRITT 7 NORWALK CT 06851-1070 1 0 0 0 Applied Biosystems Group Common Stock Units 2008-11-21 4 D 0 17940.21 D 0 D Applied Biosystems Group Common Stock 2008-11-21 4 D 0 16757 D 0 D Applied Biosystems Group Director Stock Options-Right to Buy 35.7344 2008-11-21 4 D 0 6000 D 2009-10-21 Applied Biosystems Group Common Stock 6000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 108.3125 2008-11-21 4 D 0 6000 D 2010-10-19 Applied Biosystems Group Common Stock 6000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 27.975 2008-11-21 4 D 0 8000 D 2011-10-18 Applied Biosystems Group Common Stock 8000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 20.00 2008-11-21 4 D 0 8000 D 2012-10-17 Applied Biosystems Group Common Stock 8000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 23.215 2008-11-21 4 D 0 7500 D 2013-10-16 Applied Biosystems Group Common Stock 7500 0 D Applied Biosystems Group Director Stock Options-Right to Buy 18.905 2008-11-21 4 D 0 9200 D 2014-10-21 Applied Biosystems Group Common Stock 9200 0 D Applied Biosystems Group Director Stock Options-Right to Buy 35.985 2008-11-21 4 D 0 9000 D 2017-10-18 Applied Biosystems Group Common Stock 9000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 23.25 2008-11-21 4 D 0 9000 D 2015-10-21 Applied Biosystems Group Common Stock 9000 0 D Applied Biosystems Group Director Stock Options-Right to Buy 33.74 2008-11-21 4 D 0 9000 D 2016-10-20 Applied Biosystems Group Common Stock 9000 0 D On November 21, 2008, the issuer was acquired by Invitrogen Corporation (renamed Life Technologies Corporation) pursuant to an Agreement and Plan of Merger dated as of June 11, 2008 (as amended, the "merger agreement"). All deferred units for shares of the issuer's Applied Biosystems Group common stock ("ABI stock") held by the reporting person at the time of the merger were converted into a right to receive merger consideration pursuant to the merger agreement. The merger consideration for the converted deferred units consists of 0.8261 shares of Life Technologies common stock (plus an additional cash payment of $1.91 per share paid as a merger consideration adjustment due to the trading price of ABI stock during a period of time specified prior to the merger). All shares of ABI stock held by the reporting person at the time of the merger described in Note 1 above were exchanged for merger consideration pursuant to the merger agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (1) $17.10 in cash and 0.4543 of a share of Life Technologies common stock (plus an additional cash payment of $1.05 per share paid as a merger consideration adjustment due to the trading price of ABI stock during a specified period of time prior to the merger), (2) $38 in cash, or (3) 0.8261 shares of Life Technologies common stock (plus an additional cash payment of $1.91 paid as a merger consideration adjustment due to the trading price of ABI stock during a specified period of time prior to the merger), in the case of (2) and (3) subject to proration in accordance with the merger agreement. Pursuant to the merger agreement, upon completion of the merger each outstanding award of options to purchase shares of ABI stock was converted into an award to purchase shares of Life Technologies Corporation common stock. Each new stock option award became an award to purchase shares of Life Technologies common stock in an amount equal to the product of (x) 0.8698, multiplied by (y) the number of shares of ABI stock underlying the stock option award outstanding as of closing (rounded down to the nearest share). The exercise price per share of each converted option is equal to the exercise price per share of the option prior to conversion divided by the exchange ratio of 0.8698 (rounded up to the nearest cent). All of these ABI stock options were fully vested and free from all restrictions upon the completion of the merger described in Note 1 above. Some of the options held by the reporting person and reported in Table II vested at various dates prior to the merger. Pursuant to the merger agreement, options that had not vested prior to the merger became fully vested upon completion of the merger. /s/ Thomas P. Livingston, Attorney-in-Fact for Carolyn W. Slayman 2008-11-25 -----END PRIVACY-ENHANCED MESSAGE-----