UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 16, 2009
Life Technologies Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   000-25317   33-0373077
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (IRS Employer
Identification Number)
5791 Van Allen Way
Carlsbad, California 92008
(Address of principal executive offices, including zip code)
(760) 603-7200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the acquisition of Applied Biosystems Inc. (formerly Applera Corporation) by Life Technologies Corporation (the “Company”), the Company assumed responsibility for the Applera Corporation Supplemental Executive Retirement Plan (the “ Applera SERP ”), a non-qualified defined benefit plan for a select group of Applera executives. Mark Stevenson, President and Chief Operating Officer of the Company, is the only employee who continues to accrue a benefit under the Applera SERP. At the time of the acquisition, the Company agreed to continue accruing a benefit for Mr. Stevenson but reserved the right to stop the accrual at the end of 2009.
On December 16, 2009, the Compensation and Organizational Development Committee of the Company’s Board of Directors approved an amendment (the “Amendment”) to the Applera SERP. The purpose of the Amendment is to (i) disallow any future benefit accruals under the Applera SERP, (ii) prohibit additional participants from being added to the Applera SERP, and (iii) freeze any accrued benefits of supplemental retirement income under the Applera SERP as of January 1, 2010, such that no additional benefits shall accrue following January 1, 2010. The Amendment to the Applera SERP is filed as Exhibit 10.1 hereto. The summary of the Amendment set forth above is qualified in its entirety by reference to the text of the Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1   Amendment One to the Applera Supplemental Executive Retirement Plan

 

 

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 hereunto duly authorized.
         
  LIFE TECHNOLOGIES CORPORATION
(Registrant)
  		 
  By:   /s/ John A. Cottingham    
    Chief Legal Officer   
       
 
Date: December 18, 2009

 

Exhibit 10.1
AMENDMENT ONE TO THE
APPLERA CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
     The Applera Corporation Supplemental Executive Retirement Plan, effective as of December 31, 2005 and amended and restated as of August 28, 2006 (the “Plan”), is hereby amended effective as of January 1, 2010 pursuant to Article 8 of the Plan, as follows:
  1.   The following sentence shall be added to the end of Section 1.1:
 
      As of January 1, 2010, this Plan has been frozen as to Accrued Benefits and new Plan Participants. This Plan shall be interpreted such that no benefits in excess of the amounts that such Participant accrued as of January 1, 2010 under this Plan, shall accrue or shall be payable to Participants.
 
  2.   Section 2.1 (g) shall be deleted and replaced by the following:
 
      “Change in Control” shall mean the effective date of the transaction contemplated by the Agreement and Plan of Merger among Invitrogen Corporation, Atom Acquisition, LLC and Applera Corporation, dated June 11, 2008.
 
  3.   The first sentence of Section 2.1(n) shall be deleted and replaced by the following sentence:
 
      “Final Average Compensation” means the highest annualized average Compensation of a Participant during any sixty (60) consecutive calendar months preceding the Determination Date .
 
  4.   The first sentence of Section 2.1(o) shall be deleted and replaced by the following sentence:
 
      “Final Average Qualified Compensation” means the highest average Qualified Compensation of a Participant during any five (5) consecutive Plan Years preceding the Determination Date .
 
  5.   The following paragraph shall be inserted as a new Section 2.1(l), immediately following Section 2.1(k), in the Plan to read as follows:
 
      (k) “Determination Date” means January 1, 2010.
 
  6.   Section 2.1(l) through Section 2.1(cc), prior to the amendment above, shall be renumbered in accordance with the insertion in paragraph 5.
 
  7.   Section 3.3 shall be deleted and replaced by the following: Duration .

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  8.   The first sentence of Section 3.3(a) shall be deleted and replaced by the following sentence:
 
      An individual who becomes a Participant will continue to be a Participant eligible to accrue benefits until the individual terminates employment with the Company or, if earlier, until the Determination Date .
 
  9.   Section 3.3(b) shall be deleted in its entirety.
 
  10.   The first sentence of Section 4.1(a) shall be deleted and replaced by the following sentence:
 
      (a) In General. A Participant’s Accrued Benefit is the monthly benefit payable as a single life annuity commencing at his Normal Retirement Date, determined under the Benefit Formula based on his Final Average Compensation, Final Average Qualified Compensation, and Benefit Service as of the Determination Date .
 
  11.   Section 4.1(e) shall be deleted and replaced by the following:
 
      (e) Change in Control. Upon a Change in Control , the following special provisions apply:
 
  12.   Section 4.1(e)(2) shall be deleted and replaced by the following:
 
      (2) Final Average Compensation will be calculated on Compensation during the twelve (12) consecutive calendar months preceding the Change in Control, if greater than the amount determined under the definition of Final Average Compensation under Section 2.1( o ).
 
  13.   Section 4.1(e)(3) shall be deleted and replaced by the following:
 
      (2) Final Average Qualified Compensation will be calculated on Qualified Compensation during the twelve (12) consecutive calendar months preceding the Change in Control, if greater than the amount determined under the definition of Final Average Qualified Compensation under Section 2.1( p ).
 
  14.   Section 4.2(a)-(c) shall be deleted and replaced by the following:
 
      If the Company rehires a Participant, there will be no change in the time, form, or amount of distribution of Accrued Benefit that the rehired Participant would have received immediately prior to such rehire.
 
  15.   Section 5.11 shall be deleted in its entirety.

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      IN WITNESS WHEREOF , Life Technologies Corporation has caused its authorized officer to execute this Amendment One to the Applera Corporation Supplemental Executive Retirement Plan this 16th day of December 2009.
         
  LIFE TECHNOLOGIES CORPORATION
  		 
  By:   /s/ John A. Cottingham    
    John A. Cottingham   
    Chief Legal Officer   
 

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