As filed with the Securities and Exchange Commission on July 31, 2013.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
(State or Other Jurisdiction
of Incorporation or Organization)
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06-1397316
(I.R.S. Employer
Identification No.)
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251 Ballardvale St., Wilmington, MA
(Address of Principal Executive Offices)
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01887
(Zip Code)
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Charles River Laboratories International, Inc. 2007 Incentive Plan
Corporate Executive Vice President,
General Counsel and
Corporate Secretary
Charles River Laboratories International, Inc.
251 Ballardvale St.
Wilmington, MA 01887
(781) 222-6000
(Name and Address of Agent for Service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
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Title of
Securities to be Registered
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Amount to
be Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.01 per share
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6,500,000 shares
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$44.42
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$288,730,000
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$39,382.77
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(1) Represents 6,500,000 shares issuable pursuant to the 2007 Incentive Plan, as amended, plus such indeterminate number of additional shares of Charles River Laboratories International, Inc. Common Stock as may be required pursuant to the 2007 Incentive Plan in the event of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Registrant's capital stock.
(2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended, based on the average of the high ($44.76) and low ($44.08) prices of the Registrant's Common Stock, $0.01 par value per share, reported on the New York Stock Exchange on July 25, 2013.
On June 29, 2007, we filed a Registration Statement on Form S-8 (File No. 333-144177) (referred to in this document as, the "First Registration Statement") that registered under the Securities Act of 1933, as amended (the "Securities Act"), an aggregate of 6,300,000 shares of common stock, par value $0.01 per share (the "Common Stock"), issuable by us under our 2007 Incentive Plan (as amended, the "2007 Plan"). On August 4, 2009, we filed another Registration Statement on Form S-8 (File No. 333-161024) (referred to in this document as the “Second Registration Statement”) that registered under the Securities Act an additional 2,500,000 shares of Common Stock issuable by us under the 2007 Plan. On June 17, 2011, we filed another Registration Statement on Form S-8 (File No. 333-174971) (referred to in this document as the “Third Registration Statement”) that registered under the Securities Act an additional 3,364,000 shares of Common Stock issuable by us under the 2007 Plan. This Registration Statement on Form S-8 (this “Registration Statement”) has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of an additional 6,500,000 shares of Common Stock issuable upon the exercise of awards granted, or to be granted, under the 2007 Plan at any time or from time to time after the date hereof. Pursuant to General Instruction E to Form S-8, we hereby incorporate by reference the contents of the First Registration Statement, the Second Registration Statement and the Third Registration Statement.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
David P. Johst, Esq., who has issued the opinion of the Registrant's law department on the legality of the Common Stock of the Registrant offered hereby, is Corporate Executive Vice President, Human Resources, General Counsel, Chief Administrative Officer and Corporate Secretary of the Registrant. Mr. Johst owns shares of the Registrant's Common Stock and holds employee stock options to purchase the Registrant's Common Stock.
The following exhibits are filed as part of this Registration Statement:
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Exhibit No.
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Description
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Filed with this
Form S-8
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Incorporated by Reference
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Form
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Filing Date
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Exhibit No.
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4.1
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Form of certificate representing shares of common stock, $0.01 par value per share
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S-1
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June 23, 2000
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4.1
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4.2
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Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.
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S-1
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June 23, 2000
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3.1
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5.1
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Second Amended and Restated By-Laws of Charles River Laboratories International, Inc.
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8-K
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December 5, 2008
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3.2
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23.1
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Opinion of David P. Johst, Esq., as to the legality of the securities being registered
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*
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23.2
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Consent of David P. Johst, Esq. (included in Exhibit 5.1)
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*
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24.1
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Power of Attorney (included in signature page of this registration statement)
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*
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99.1
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Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended
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*
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Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wilmington, Commonwealth of Massachusetts, as of the 31st day of July, 2013.
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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
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By:
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/s/ JAMES C. FOSTER
James C. Foster
Chairman, Chief Executive Officer and President
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Charles River Laboratories International, Inc., hereby severally constitute and appoint James C. Foster, David P. Johst and Thomas F. Ackerman and each of them singly, as true and lawful attorneys-in-fact, with full power of substitution, to sign for us in our names in the capacities indicated below, all additional amendments (including post-effective amendments) to this Registration Statement, and generally to do all things in our names and on our behalf in such capacities to enable Charles River Laboratories International, Inc. to comply with the provisions of the Securities Act, and all applicable requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.
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Title
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Date
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By:
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/s/ JAMES C. FOSTER
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President, Chief Executive Officer and
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July 31, 2013
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James C. Foster
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Chairman
(Principal Executive Officer)
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By:
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/s/ THOMAS F. ACKERMAN
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Corporate Executive Vice President and Chief Financial Officer
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July 31, 2013
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Thomas F. Ackerman
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(Principal Financial and
Accounting Officer)
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By:
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/s/ ROBERT J. BERTOLINI
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Director
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July 31, 2013
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Robert J. Bertolini
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By:
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/s/ STEPHEN D. CHUBB
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Director
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July 31, 2013
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Stephen D. Chubb
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By:
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/s/ DEBORAH T. KOCHEVAR
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Director
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July 31, 2013
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Deborah T. Kochevar
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By:
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/s/ GEORGE E. MASSARO
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Director
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July 31, 2013
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George E. Massaro
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By:
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/s/ GEORGE M. MILNE, JR.
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Director
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July 31, 2013
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George M. Milne, Jr.
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By:
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/s/ C. RICHARD REESE
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Director
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July 31, 2013
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C. Richard Reese
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By:
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/s/ RICHARD F. WALLMAN
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Director
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July 31, 2013
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Richard F. Wallman
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Exhibit No.
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Description
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Filed with this
Form S-8
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Incorporated by Reference
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Form
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Filing Date
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Exhibit No.
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4.1
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Form of certificate representing shares of common stock, $0.01 par value per share
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S-1
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June 23, 2000
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4.1
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4.2
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Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.
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S-1
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June 23, 2000
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3.1
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5.1
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Second Amended and Restated By-Laws of Charles River Laboratories International, Inc.
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8-K
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December 5, 2008
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3.2
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23.1
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Opinion of David P. Johst, Esq., as to the legality of the securities being registered
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*
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23.2
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Consent of David P. Johst, Esq. (included in Exhibit 5.1)
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*
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24.1
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Power of Attorney (included in signature page of this registration statement)
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99.1
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Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended
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*
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