0001127602-14-004295.txt : 20140204 0001127602-14-004295.hdr.sgml : 20140204 20140204152843 ACCESSION NUMBER: 0001127602-14-004295 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140203 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Life Technologies Corp CENTRAL INDEX KEY: 0001073431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330373077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5791 VAN ALLEN WAY CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7606037200 MAIL ADDRESS: STREET 1: 5791 VAN ALLEN WAY CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: INVITROGEN CORP DATE OF NAME CHANGE: 19981113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stevenson Mark CENTRAL INDEX KEY: 0001387890 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25317 FILM NUMBER: 14571960 MAIL ADDRESS: STREET 1: 850 LINCOLN CENTRE DRIVE CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2014-02-03 1 0001073431 Life Technologies Corp LIFE 0001387890 Stevenson Mark 5791 VAN ALLEN WAY CARLSBAD CA 92008 1 President & COO Common Stock 2014-02-03 4 D 0 122923 76.1312 D 0 D Common Stock 2014-02-03 4 D 0 47873.96 76.1312 D 0 I By Employee Benefit Plan Trust Stock Options 52.00 2014-02-03 4 D 0 84516 52.00 D 2011-03-01 2020-03-01 Common Stock 84516 0 D Stock Options 48.91 2014-02-03 4 D 0 72901 48.91 D 2013-04-02 2022-04-02 Common Stock 72901 0 D Stock Options 39.81 2014-02-03 4 D 0 69584 39.81 D 2008-11-21 2017-01-30 Common Stock 69584 0 D Stock Options 22.23 2014-02-03 4 D 0 85943 22.23 D 2012-11-21 2018-11-21 Common Stock 85943 0 D Restricted Stock Units 2014-02-03 4 D 0 7550 D 2014-04-01 2017-04-03 Common Stock 7550 22649 D Restricted Stock Units 2014-02-03 4 D 0 22649 D 2014-04-01 2017-04-03 Common Stock 22649 0 D Restricted Stock Units 2014-02-03 4 D 0 18765 D 2012-04-01 2021-04-01 Common Stock 18765 18765 D Restricted Stock Units 2014-02-03 4 D 0 18765 D 2012-04-01 2021-04-01 Common Stock 18765 0 D Restricted Stock Units 2014-02-03 4 D 0 20956 D 2013-04-02 2016-04-04 Common Stock 20956 10478 D Restricted Stock Units 2014-02-03 4 D 0 10478 D 2013-04-02 2016-04-04 Common Stock 10478 0 D Restricted Stock 2014-02-03 4 D 0 2554.38 D 2017-01-07 2017-01-07 Common Stock 2554.38 0 D Restricted Stock 2014-02-03 4 D 0 1643.71 D 2016-03-15 2016-03-15 Common Stock 1643.71 0 D Restricted Stock 2014-02-03 4 D 0 1403.73 D 2015-03-09 2015-03-09 Common Stock 1403.73 0 D Restricted Stock 2014-02-03 4 D 0 3404.01 D 2014-03-11 2021-03-11 Common Stock 3404.01 0 D On February 3, 2014, Thermo Fisher Scientific Inc., a Delaware corporation ("Thermo Fisher"), acquired the issuer pursuant to that certain merger agreement between issuer, Thermo Fisher and Polpis Merger Sub Co., a Delaware corporation and wholly owned subsidiary of Thermo Fisher ("Merger Sub"), dated as of April 14, 2013 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Thermo Fisher. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $76.1311786 in cash (the "per-share merger consideration"). In addition, all outstanding options, performance restricted stock units and service-based restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes (other than certain service-based restricted stock units that were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 22, 2013. Common Stock issued under Deferred Compensation Plan. These Stock Options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option. These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration. These service-based Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were assumed by Thermo Fisher at the effective time of the Merger and converted into the right to receive a cash payment equal to the per-share merger consideration, which will vest and become payable following the effective time of the Merger in accordance with their original terms. These service-based Restricted Stock Units, which were issued under the Deferred Compensation Plan matching program and provided for vesting on the third anniversary of the time the match was made, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration. John Cottingham, attorney-in-fact for Mr. Stevenson 2014-02-04