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Washington, D.C. 20549

FORM 20-F

‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 or

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008

or

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

‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

For the transition period from to

Commission File Number 0-28564

QIAGEN N.V.

n/a

(Translation of Registrant’s name in English) The Netherlands

(Jurisdiction of incorporation or organization) Spoorstraat 50

5911 KJ Venlo The Netherlands 011-31-77-320-8400 (Address of principal executive offices)

Roland Sackers, Tel: (240) 686-7700, Fax: (240) 686-7772 QIAGEN N.V., 19300 Germantown Rd. Germantown, Maryland 20874 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of class:

Common Shares, par value EUR 0.01 per share

Name of each exchange on which registered: NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding Common Shares as of December 31, 2008 was 197,839,113.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. È Yes ‘ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934. ‘ Yes È No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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. È Yes ‘ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: È U.S. GAAP

‘ International Financial Reporting Standards as issued by the International Accounting Standards Board ‘ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

‘ Item 17 ‘ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Unless the context otherwise requires, references herein to “we,” “us,” “our,” the “Company” or to “QIAGEN” are to QIAGEN N.V. and its consolidated subsidiaries.

Our name together with our logo is registered as a trademark in the United States and a number of other countries: QIAGEN®_{. Other trademarks registered in the United States and in other countries include, inter alia:} QIAexpress®_{, QIAwell}®_{, QIAEX}®_{, QIAprep}®_{, QIAamp}®_{, QIAquick}®_{, Oligotex}®_{, RNeasy}®_{, BIOROBOT}®_, ENDOFREE®_{, R.E.A.L.}®_{, PolyFect}®_{, SuperFect}®_{, DNeasy}®_{, UltraFect}®_{, TurboFilter}®_{, HotStarTaq}®_, agAttract®_{, DirectPrep}®_{, InhibitEX}®_{, DoubleTag}®_{, QuantiScript}®_{, UltraSens}®_{, pAlliance}®_{, MinElute}®_, EverGene®_{, ProofStart}®_{, FlexiGene}®_{, QuantiTect}®_{, DNAprotect}®_{, RNAprotect}® _{and LiquiChip}®_{, LabelStar}®_, EasyXpress®_{, RNAiFect}®_{, BioSprint}®_{, TISSUERUPTOR}®_{, THE SAMPLE & ASSAY COMPANY}®_{, QIAGEN}

THE SAMPLE & ASSAY COMPANY®_{, QIAGEN SAMPLE & ASSAY TECHNOLGIES}® _{, QIACUBE}®_,

QIASYMPHONY®_.

In 2008, 11 trademark applications were filed in Germany, Countries of the European Community, Japan, Canada and the United States of America such as Allprotect™, Rod Covers®_{, Cartridges}®_{, Artus}®_{, Type-it}®_, Bisulfitome®_{, QIAGEN Device Management Service™, QIAGEN Silver Logo™, QIAgilty™, PyroMark™ and} PyroTect™.

This Annual Report on Form 20-F may also contain trade names or trademarks of companies other than QIAGEN.

EXCHANGE RATES

QIAGEN publishes its financial statements in U.S. dollars. In this Annual Report on Form 20-F, references to “dollars” or “$” are to U.S. dollars, and references to “EUR” or the “euro” are to the European Monetary Union euro. Except as otherwise stated herein, all monetary amounts in this Annual Report on Form 20-F have been presented in U.S. dollars.

The exchange rate used for the euro was the noon buying rate of the euro in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Board of New York. This rate at March 20, 2009, was $1.3566 per EUR 1.

For information regarding the effects of currency fluctuations on our results, see Item 5 “Operating and Financial Review and Prospects.”

TABLE OF CONTENTS PART I

Page Item 1. Identity of Directors, Senior Management and Advisors . . . 4 Item 2. Offer Statistics and Expected Timetable . . . 4 Item 3. Key Information . . . 4 Item 4. Information on the Company . . . 19 Item 4A. Unresolved Staff Comments . . . 31 Item 5. Operating and Financial Review and Prospects . . . 32 Item 6. Directors, Senior Management and Employees . . . 48 Item 7. Major Shareholders and Related Party Transactions . . . 57 Item 8. Financial Information . . . 58 Item 9. The Listing of QIAGEN’s Common Shares . . . 59 Item 10. Additional Information . . . 60 Item 11. Quantitative and Qualitative Disclosures about Market Risk . . . 76 Item 12. Description of Securities other than Equity Securities . . . 77

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies . . . 78 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds . . . 78 Item 15. Controls and Procedures . . . 78 Item 16A. Audit Committee Financial Expert . . . 79 Item 16B. Code of Ethics . . . 79 Item 16C. Principal Accountant Fees and Services . . . 79 Item 16D. Exemptions from the Listing Standards for Audit Committees . . . 80 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . 80 Item 16F. Change in Registrant’s Certifying Accountant . . . 80 Item 16G. Corporate Governance . . . 80

PART III

Item 17. Financial Statements . . . 83 Item 18. Financial Statements . . . 83 Item 19. Exhibits . . . 83 Signatures . . . 85

PART I