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LIFE > SEC Filings for LIFE > Form 8-K on 4-Feb-2014All Recent SEC Filings

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Form 8-K for LIFE TECHNOLOGIES CORP


4-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisition


Item 1.02. Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on February 3, 2014, the Company and certain affiliates of the Company that are borrowers under the Credit Agreement, dated as of February 14, 2012, among the Company, Applied Biosystems Finance B.V., Life Technologies Europe B.V. and Life Technologies Finance Limited, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (as amended from time to time, the "Revolving Credit Facility"), repaid all of the outstanding obligations in respect of principal, interest and fees under the Revolving Credit Facility, and terminated all applicable commitments under the Revolving Credit Facility.




Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introduction is incorporated herein by reference.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 3, 2014, in connection with the consummation of the Merger, the Company notified NASDAQ that trading in the Company's common stock should be suspended and the listing of the Company's common stock on NASDAQ should be removed, in each case prior to market open on February 4, 2014. In addition, the Company requested that NASDAQ file with the Securities and Exchange Commission (the "SEC") an application on Form 25 to delist and deregister the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company intends to file with the SEC a Form 15 with respect to the Company's senior notes and a Form 15 with respect to the Company's common stock requesting the deregistration of the Company's common stock under
Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.



Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth in the Introduction and in Item 3.01 is incorporated herein by reference.



Item 5.01. Changes in Control of Registrant.

Pursuant to the Merger Agreement, at the Effective Time, the Company became an indirect wholly owned subsidiary of Parent. The disclosure set forth in the Introduction is incorporated herein by reference.

The Merger Consideration was funded with the net proceeds received from settlement of the previously disclosed equity forward sale agreements entered into by Parent in June 2013, the net proceeds from the closing of a private placement of shares of Parent's common stock, borrowings under Parent's 3-year unsecured term loan facility, the net proceeds received from Parent's public offering of senior notes in December 2013, borrowings under Parent's commercial paper facility and cash on hand.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with, and at the Effective Time of, the Merger, each of the ten directors of the Company immediately prior to the Effective Time (Balakrishnan S. Iyer, Craig J. Mundie, David C. U'Prichard, Ph.D., Donald W. Grimm, George F. Adam, Jr., Gregory T. Lucier, Ora H. Pescovitz, M.D., Per A. Peterson, Ph.D., Raymond V. Dittamore and Ronald A. Matricaria) ceased to be directors of the Company, and Seth H. Hoogasian, the sole director of Merger Sub immediately prior to the Merger, became the sole director of the Company.

On February 3, 2014, Gregory T. Lucier ceased to be the Chief Executive Officer of the Company, Ronald A. Andrews ceased to be the President of Medical Sciences of the Company, David F. Hoffmeister ceased to be the Chief Financial Officer of the Company, Peter M. Leddy ceased to be the Chief Human Resources Officer of the Company, and Kelli A. Richard ceased to be the Chief Accounting Officer of the Company. On February 3, 2014, Mark P. Stevenson ceased to be the President and Chief Operating Officer of the Company, but will continue as an officer of Parent following the consummation of the Merger. Effective immediately after the Effective Time of the Merger, Mr. Hoogasian became the President and Secretary of the Company. Relevant information regarding Mr. Hoogasian is described in Parent's Annual Report on Form 10-K filed on February 27, 2013, which description is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.


In connection with, and at the Effective Time of, the Merger, the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to a form agreed by Parent and the Company pursuant to the Merger Agreement (the "Certificate of Incorporation of the Company"). Also in connection with, and at the Effective Time of, the Merger, the Seventh Amended and Restated Bylaws of the Company were amended and restated in their entirety to a form agreed by Parent and the Company pursuant to the Merger Agreement (the "Bylaws of the Company").

Copies of the Certificate of Incorporation of the Company and the Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 hereto is a copy of Parent's press release issued on February 3, 2014, announcing the consummation of the Merger, which is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 2.1         Agreement and Plan of Merger, dated as of April 14, 2013, by and among
             Life Technologies Corporation, Thermo Fisher Scientific Inc., and
             Polpis Merger Sub Co. (attached as Exhibit 2.1 to Life Technologies
             Corporation's Current Report on Form 8-K filed on April 16, 2013 and
             incorporated herein by reference)

 3.1         Amended and Restated Certificate of Incorporation of Life Technologies
             Corporation

 3.2         Eighth Amended and Restated Bylaws of Life Technologies Corporation

99.1         Press Release of Thermo Fisher Scientific Inc., dated February 3, 2014


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