For The Quarterly Period Ended September 30, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

AMENDMENT NO. 1

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number: 0-25317

 

 

INVITROGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   33-0373077

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. 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

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x  or    No  ¨

 

As of October 31, 2004, there were 51,230,372 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

 

EXPLANATORY NOTE

 

This Amendment No. 1 to our Quarterly Report on Form 10-Q (“Form 10-Q/A”) is being filed for the purpose of providing information on Part II, Item 2 regarding the Company’s purchases of our common stock during the quarter ended September 30, 2004. We originally reported this information in Footnote 8, as well as in the discussion of LIQUIDITY AND CAPITAL RESOURCES in Part I, Item 2. This amendment has not resulted in any changes to our previously reported financial results. Unless otherwise indicated, all information in this Form 10-Q/A is as of September 30, 2004, and does not reflect any subsequent information or events.

 

PART II. OTHER INFORMATION

 

Item 2. Changes in Securities and Use of Proceeds

 

(a) None.

 

(b) None.

 

(c) Stock Repurchase Plan(1)

 

Period

    Total
Number Of
Shares
Purchased
    Average
Price Paid
Per Share
    Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plan
    Maximum
Dollar Value of
Shares that
May Yet Be
Purchased
Under the Plan

July 1, 2004 through July 31, 2004

    —      $ —      —      $ 203,145,385

August 1, 2004 through August 31, 2004

    1,629,534      49.90    1,629,534      121,836,637

September 1, 2004 through September 30, 2004

    577      49.03    577      121,808,347
    
         
      
     1,630,111    $ 49.90    1,630,111      121,808,347
    
  
  
  
(1) In 2002, Invitrogen’s Board of Directors authorized the repurchase of up to $300 million of common stock over three years, ending in July 2005, of which $100 million was repurchased in 2002.

 

(d) None.

 

(e) None.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.

 

    INVITROGEN CORPORATION

Date: November 12, 2004

  

By:

  

/s/ David F. Hoffmeister

       

David F. Hoffmeister

       

Chief Financial Officer

(Principal Financial Officer and Authorized Signatory)