SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 24, 2003
| INVITROGEN CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-25317 | 33-0373077 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 1600 Faraday Avenue, Carlsbad, CA | 92008 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (760) 603-7200
| Not Applicable |
| (Former name or former address, if changed since last report) |
| Item 7. FINANCIAL STATEMENTS AND EXHIBITS. | ||||||||
| Item 9. REGULATION FD DISCLOSURE. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) | Not applicable. | ||
| (b) | Not applicable. | ||
| (c) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Invitrogen Corporation press release dated April 24, 2003. | |
| 99.2 | Transcript of the first quarter 2003 earnings conference call held April 24, 2003. |
Item 9. REGULATION FD DISCLOSURE.
In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, “Results of Operations and Financial Condition,” is instead being furnished under Item 9, “Regulation FD Disclosure.” The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by Invitrogen Corporation (the “Company”) whether before or after the date hereof, regardless of any general incorporation language in such filing.
On April 24, 2003, the Company issued a press release regarding the Company’s financial results for the fiscal quarter ended March 31, 2003. The full text of the Company’s press release is attached hereto as Exhibit 99.1
On April 24, 2003, the Company held a conference call in connection with the Company’s announcement of its financial results for the fiscal quarter ended March 31, 2003. A copy of the transcript from such conference call is attached hereto as Exhibit 99.2.
Certain of the information set forth in the press release and conference call transcript may be considered non-GAAP financial measures. The Company has regularly reported pro forma results which exclude merger related amortization and business integration costs to provide a supplemental comparison of results of operations. Management excludes these costs when analyzing operations since they are principally non-cash or other costs resulting primarily from business restructurings or purchase accounting that are separate from ongoing operations. Management also believes that the pro forma results provide investors with additional useful information concerning the Company’s ability to generate positive cash flows. The pro forma results should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Invitrogen Corporation | ||||
| Date: May 1, 2003 | By: | /s/ C. Eric Winzer | ||
| C. Eric Winzer Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Invitrogen Corporation press release dated April 24, 2003. | |
| 99.2 | Transcript of the first quarter 2003 earnings conference call held April 24, 2003. |