Registration No. 333-108291
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVITROGEN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 33-0373077 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
760-603-7200
(Address of principal executive offices)
INVITROGEN CORPORATION
2001 STOCK INCENTIVE PLAN
2002 STOCK INCENTIVE PLAN
(Full title of the plan)
C. ERIC WINZER
CHIEF FINANCIAL OFFICER
INVITROGEN CORPORATION
1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
760-603-7200
(Name and address of agent for service)
DEREGISTRATION OF SHARES
Effective as of April 29, 2004, the Registrant adopted the Invitrogen Corporation 2004 Equity Incentive Plan (the “Equity Plan”), which is intended to replace its 1997 Stock Option Plan, 2000 Nonstatutory Stock Option Plan, 2001 Stock Incentive Plan (formerly the Molecular Probes, Inc. 2001 Stock Incentive Plan) and the 2002 Stock Incentive Plan (formerly the Molecular Probes, Inc. 2002 Stock Incentive Plan) (collectively the “Prior Plans”). Accordingly, no future option grants will be made pursuant to the Prior Plans. This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8 listed below (the “Registration Statement”) is filed to deregister 1,000,000 shares previously registered that remain available for future grant under the Registrant’s 2001 Stock Incentive Plan (formerly the Molecular Probes, Inc. 2001 Stock Incentive Plan) and 2002 Stock Incentive Plan (formerly the Molecular Probes, Inc. 2002 Stock Incentive Plan) (collectively the “Incentive Plans”). The 1,000,000 shares deregistered by this Post-Effective Amendment No. 1 will be registered, by a subsequently filed registration statement on Form S-8 for the Equity Plan, and the associated registration fee paid by the Registrant to register shares issuable under its Incentive Plans on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the Registrant’s Equity Plan. Please note, however, that shares remain subject to outstanding options previously granted under the Registrant’s Incentive Plans and consequently, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.
| 1. | Registration Statement No. 333-108291 filed August 28, 2003. |
2
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on the May 10, 2004.
| Invitrogen Corporation | ||
| By: | /s/ C. Eric Winzer | |
| C. Eric Winzer, Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities indicated.
| Signature |
Title |
Date | ||
| /s/ Gregory T. Lucier Gregory T. Lucier |
President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
May 10, 2004 | ||
| /s/ C. Eric Winzer C. Eric Winzer |
Chief Financial Officer (Principal Financial Officer) |
May 10, 2004 | ||
| /s/ John M. Radak John M. Radak |
Vice President, Finance (Principal Accounting Officer) |
May 10, 2004 | ||
3
| /s/ Bradley G. Lorimier Bradley G. Lorimier |
Director |
May 10, 2004 | ||
| /s/ Raymond V. Dittamore Raymond V. Dittamore |
Director |
May 10, 2004 | ||
| /s/ James R. Glynn James R. Glynn |
Director |
May 10, 2004 | ||
| /s/ Donald W. Grimm |
Director |
May 11, 2004 | ||
| Donald W. Grimm | ||||
| /s/ Balakrishnan S. Iyer Balakrishnan S. Iyer |
Director |
May 10, 2004 | ||
| /s/ Jay M. Short, Ph. D |
Director |
May 12, 2004 | ||
| Jay M. Short, Ph. D | ||||
| /s/ David C. U’Prichard, Ph. D. |
Director |
May 10, 2004 | ||
| David C. U’Prichard, Ph. D. | ||||
4