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): June 13, 2005
INVITROGEN CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 0-25317 | 33-0373077 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
1600 Faraday Avenue, Carlsbad, California
(Address of principal executive offices) (Zip Code)
(760) 603-7200
(Registrant’s telephone number, including area code)
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 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)) |
Section 8—Other Events
Item 8.01. OTHER EVENTS.
On June 13, 2005 Invitrogen Corporation (the “Company”) issued a press release regarding its offering of $300 million aggregate principal amount of Convertible Senior Notes due 2025 plus a 13-day option to purchase up to an additional $50 million aggregate principal amount of the notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Attached as Exhibit 99.1 is the press release of the Company regarding the offering of the Convertible Senior Notes. Exhibit 99.1 is incorporated by reference under this Item 8.01.
Also on June 13, 2005 the Company issued a press release regarding the U.S. Supreme Court ruling in the case of Merck KGaA v. Integra Lifesciences I, Ltd. (2005 WL 1383624 (U.S.)). Attached as Exhibit 99.2 is the Company’s press release regarding the decision. Exhibit 99.2 is incorporated by reference under this Item 8.01.
Section 9 - Financial Statements and Exhibits
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
| Exhibit |
Description | |
| 99.1 | Invitrogen Corporation press release dated June 13, 2005 regarding the offering of Convertible Senior Notes. | |
| 99.2 | Invitrogen Corporation press release dated June 13, 2005 regarding the U.S. Supreme Court ruling in Merck KGaA v. Integra Lifesciences I, Ltd. (2005 WL 1383624 (U.S.)). | |
SIGNATURE
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.
| Invitrogen Corporation | ||||
| Date: June 14, 2005 |
By: | /s/ John A. Cottingham | ||
| John A. Cottingham | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Invitrogen Corporation press release dated June 13, 2005 regarding the offering of Convertible Senior Notes. | |
| 99.2 | Invitrogen Corporation press release dated June 13, 2005 regarding the U.S. Supreme Court ruling in Merck KGaA v. Integra Lifesciences I, Ltd. (2005 WL 1383624 (U.S.)). | |