8-K 1 y40147e8-k.txt FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): August 23, 2000 DEXTER CORPORATION (Exact name of registrant as specified in its charter) CONNECTICUT 1-5542 06-0321410 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT 06096 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (860) 292-7675 N/A (Former name, former address and former fiscal year, if changed since last report.) 2 ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS On June 20, 2000, Dexter Corporation (the "Company") announced that the Company entered into a definitive agreement with Loctite Corporation (a member of the Henkel Group) ("Loctite"), pursuant to which Loctite agreed to buy the Company's Electronic Materials, Adhesives and Polymer Systems businesses. The transaction was completed on August 23, 2000. In accordance with the agreement, Loctite paid the Company $400 million in cash. The agreement provides that the purchase price is subject to an adjustment for any increase or decrease in the amount of net assets acquired on the closing date. On June 20, 2000, the Company announced that the Company entered into a definitive agreement with Ahlstrom Paper Group Oy ("Ahlstrom"), pursuant to which Ahlstrom agreed to buy the Company's Nonwoven Materials business. The transaction was completed on August 31, 2000. In accordance with the agreement, Ahlstrom paid the Company $275 million in cash. The agreement provides that the purchase price is subject to an adjustment for any increase or decrease in the amount of net assets acquired on the closing date. Electronic Materials, Adhesives and Polymer Systems, and Nonwoven Materials together herein will be referred to as the "Businesses." Closing of the sale to Loctite and closing of the sale to Ahlstrom were conditions to consummation of the previously announced merger of Dexter Corporation and Invitrogen Corporation (Nasdaq:IVGN) and the previously announced merger of Dexter's 75% owned subsidiary, Life Technologies, Inc. (OTC BB:LTEK), with Invitrogen. The two mergers with Invitrogen are subject to, among other things, the approval of the Invitrogen mergers by the Invitrogen, Dexter and Life Technologies stockholders at meetings to be held on September 14, 2000. 2 3 ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired Not applicable (b) Pro Forma Financial Information The following unaudited pro forma condensed consolidated financial statements are filed with this report: Pro Forma Condensed Consolidated Statement of Financial Position at June 30, 2000 Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 1999 and for the six months ended June 30, 2000 The unaudited Pro Forma Condensed Consolidated Statement of Financial Position of the Registrant at June 30, 2000 reflects the financial position of the Registrant as if the dispositions of the assets discussed in Item 2 took place on June 30, 2000. The unaudited Pro Forma Condensed Consolidated Statement of Income for the fiscal year ended December 31, 1999 and for the six months ended June 30, 2000 assumes that the dispositions occurred on January 1, 1999. In addition, the unaudited Pro Forma Condensed Consolidated Statement of Income for the fiscal year ended December 31, 1999 has been adjusted to exclude the results of the Packaging Coatings business and the printed wiring board product line. The Packaging Coatings business was divested on February 26, 1999 and the printed wiring board product line was divested on November 19, 1999. These unaudited pro forma condensed consolidated financial statements are based on available information and certain assumptions that the Registrant believes are reasonable. The pro forma adjustments are based on preliminary information and are subject to adjustments for actual information related to the sale of the Businesses. These pro forma financial statements are presented for illustrative purposes only. They do not purport to be indicative of the results of operations which actually would have resulted had the divestitures occurred on the dates indicated or which may result in the future. The Registrant believes it has utilized reasonable methods to conform the basis of presentation. (c) Exhibits No. Description -- ----------- 2.1 Asset Purchase Agreement, between Dexter Corporation and Loctite Corporation, dated as of June 20, 2000, was filed as exhibit 2.1 to Form 8 - K (File No. 1 - 5542), which was filed with the Securities and Exchange Commission on June 22, 2000, and is hereby incorporated herein by reference. 2.2 Asset Purchase Agreement, between Dexter Corporation and Ahlstrom Paper Group Oy, dated as of June 20, 2000, was filed as exhibit 2.1 to Form 8 - K (File No. 1 - 5542), which was filed with the Securities and Exchange Commission on June 22, 2000, and is hereby incorporated herein by reference. 3 4 SIGNATURES 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 thereunto duly authorized. DEXTER CORPORATION (Registrant) Date: September 7, 2000 /s/ Kathleen Burdett ----------------- ------------------------------ Kathleen Burdett Vice President and Chief Financial Officer (Principal Financial Officer) Date: September 7, 2000 /s/ Dale J. Ribaudo ----------------- ------------------------------ Dale J. Ribaudo Vice President and Controller (Principal Accounting Officer) 4 5 INDEX TO FINANCIAL STATEMENTS AND EXHIBITS

5 6 PRO FORMA FINANCIAL INFORMATION DEXTER CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION JUNE 30, 2000 (000) (UNAUDITED)

(a) To eliminate the assets and liabilities of the Businesses divested which were included in the Condensed Statement of Financial Position at June 30, 2000. (b) Remaining cash proceeds after payment of debt. (c) To reflect the proceeds from the sale of the Businesses applied to short-term debt, current installments of long-term debt, and long-term debt. (d) To adjust accrued taxes as a result of the sale of the Businesses. (e) Adjustment to deferred taxes as a result of the sale of the Businesses. 6 7 PRO FORMA FINANCIAL INFORMATION DEXTER CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999 (000) (UNAUDITED)

(a) To eliminate the pro forma results of the Businesses for the year ended December 31, 1999 including the estimated income tax effect. In addition, this schedule has been adjusted to exclude the results of the Packaging Coatings business and the printed wiring board product line for the period of their ownership in 1999. (b) To reflect additional investment income from investing the net proceeds after debt repayment from the sale of the Businesses. (c) To reflect reduced interest expense resulting from the reduction in short-term and long-term debt partially offset by a prepayment penalty for early repayment of debt. (d) Adjustment to reflect the income tax effect of pro forma adjustments. (e) Includes a gain of $2.62 per share related to the sale of the Packaging Coatings business and the printed wiring board product line in 1999. 7 8 PRO FORMA FINANCIAL INFORMATION DEXTER CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2000 (000) (UNAUDITED)

(a) To eliminate the pro forma results of the Businesses for the six months ended June 30, 2000, including the estimated income tax effect. In addition, this schedule has been adjusted to exclude the results of the Packaging Coatings business and the printed wiring board product line. (b) To reflect additional investment income from investing the net proceeds after debt repayment from the sale of the Businesses. (c) To reflect reduced interest expense resulting from the reduction in short-term and long-term debt. (d) Adjustment to reflect the income tax effect of pro forma adjustments. 8

DEXTER CORP 8-K