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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
(AMENDMENT NO. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 28, 1998
DEXTER CORPORATION
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(Exact name of Registrant as specified in its charter)
CONNECTICUT 1-5542 06-0321410
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT 06096
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (860) 292-7675
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
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AMENDMENT NO. 1
The Registrant hereby amends its Current Report on Form 8-K, filed January 12,
1999, by inclusion herein of the following financial statements which were
unavailable at the time such Current Report on Form 8-K was filed. As per Form
8-K filed on January 12, 1999, the Registrant originally intended to file
audited financial statements for the year ended December 31, 1997 and unaudited
interim financial statements for the period ending September 30, 1998 for Life
Technologies, Inc. (herinafter referred to as "LTI"). In addition, the
Registrant intended to file pro forma financial statements for the periods
ending December 31, 1997 and September 30, 1998.
Subsequent to the Form 8-K filing, the Registrant and LTI have each filed their
respective Forms 10-K for the year ending December 31, 1998, and, therefore,
this Form 8-K/A includes the most recent financial information as of December
31, 1998 in lieu of December 31, 1997 and September 30, 1998.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements for Life Technologies, Inc., (file no. 0-14991)
have been filed on Form 10-K on March 9, 1999, for the fiscal year ended
December 31, 1998, pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 and are incorporated herein by reference.
The audited financial statements of LTI should be read in conjunction with the
related notes to these financial statements filed on Form 10-K for the fiscal
year ended December 31, 1998.
(b) Pro Forma Financial Information
The Consolidated Financial Statements of Dexter Corporation (file no. 1-5542)
for the year ended December 31, 1998 have been filed on Form 10-K on March 9,
1999, pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934,
and are incorporated herein by reference.
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(b) Pro Forma Financial Information - continued
Dexter Corporation's financial statements for the year ended December 31,
1998, include the purchase acquisition of the additional 22% ownership of LTI
which occurred on December 28, 1998. As a result of the acquisition of these
shares, Dexter owns an aggregate of approximately 17.8 million shares or
approximately 71% of the total number of issued and outstanding shares.
The following unaudited pro forma condensed consolidated income statement is
filed with this report to reflect the income statement impact of the acquisition
as if it occurred on January 1, 1998:
Dexter Corporation Pro Forma Condensed Consolidated Statement of Income for
the Twelve Months Ended December 31, 1998 (included as exhibit 99).
This unaudited pro forma financial statement should be read in conjunction with
the historical financial statements and related notes of the Registrant filed on
Form 10-K for the fiscal year ended December 31, 1998.
(c) Exhibits
No. Description
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Exhibit 23 Consent of Independent Public Accountants
Exhibit 23(a) Consent of Independent Public Accountants
Exhibit 99 Dexter Corporation Pro Forma Condensed Consolidated
Statement of Income for the Twelve Months Ended
December 31, 1998 (unaudited)
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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)
March 11, 1999 /s/ Kathleen Burdett
Date........................... ..............................
Kathleen Burdett
Vice President and
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description Page
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Exhibit 23 Consent of Independent Public Accountants 6
Exhibit 23(a) Consent of Independent Public Accountants 7
Exhibit 99 Dexter Corporation Pro Forma Condensed 8 - 9
Consolidated Statement of Income for the
Twelve Months Ended December 31, 1998
(unaudited)
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