LIFE TECHNOLOGIES CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-02-04: Form 8-K; Period of report 2014-02-03; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-02-04 | 8-K | 2014-02-03 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 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. 2.01 The disclosure set forth in the Introduction is incorporated herein by reference. 3.01 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. 3.03 The disclosure set forth in the Introduction and in Item 3.01 is incorporated herein by reference. 5.01 Pursuant to the Merger Agreement, at the Effective Time, the Company became an indirect wholly owned subsidiary of Parent. 5.02 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. 5.03 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”). 7.01 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. | d655804d8k.htm |