UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
BIORELIANCE CORPORATION
(Name of Subject Company (Issuer))
BASEBALL ACQUISITION CORPORATION
(Offeror)
INVITROGEN CORPORATION (Offeror Parent)
(Names of Filing Persons (Identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
090951104
(CUSIP Number of Class of Securities)
Gregory T. Lucier
President and Chief Executive Officer
INVITROGEN CORPORATION
1600 Faraday Avenue
Carlsbad, CA 92008
Telephone: (760) 603-7200
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
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Copy to:
Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Telephone: (212) 318-3000
Calculation of Filing Fee
| Transaction Value | Amount of Filing Fee | |||
| Not applicable | Not applicable |
| [_] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing | |||||||||
| Amount Previously Paid: | Not Applicable | Filing Party: | Not Applicable | |||||||
| Form or Registration No.: | Not Applicable | Date Filed: | Not Applicable | |||||||
[X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
[X] third-party tender offer subject to Rule 14d-1.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
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| Item 12: EXHIBITS | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-(A)(5)(1)-JOINT PRESS RELEASE | ||||||||
| EX-(A)(5)(2)-PRESENTATION MATERIALS FROM WEBCAST | ||||||||
Item 12: EXHIBITS
| (a)(5)(1) | Joint press release issued by Invitrogen Corporation and BioReliance, Inc. on December 24, 2003 | |
| (a)(5)(2) | Presentation materials from webcast hosted by Invitrogen Corporation and BioReliance Corporation on December 24, 2003 |
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EXHIBIT INDEX
| (a)(5)(1) | Joint press release issued by Invitrogen Corporation and BioReliance, Inc. on December 24, 2003 | |
| (a)(5)(2) | Presentation materials from webcast hosted by Invitrogen Corporation and BioReliance Corporation on December 24, 2003 |
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