- Current report filing (8-K)
August 04 2009 - 4:31PM
Edgar (US Regulatory)
Table of Contents
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
August 4, 2009
Date of Report
(Date of earliest event reported)
CHARLES RIVER LABORATORIES INTERNATIONAL,
INC.
(Exact Name of
Registrant as specified in its Charter)
Delaware
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333-92383
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06-1397316
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification
No.)
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251 Ballardvale Street
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices) (Zip Code)
781-222-6000
(Registrants
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)
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Table of Contents
ITEM 8.01.
OTHER EVENTS
Charles
River Laboratories International Inc, (the Company) is filing this Current
Report on Form 8-K (this Form 8-K) to retrospectively adjust
portions of the Companys Annual Report on Form 10-K for the year ended December 27,
2008, filed with the Securities and Exchange Commission (the SEC) on February 23,
2009 (the 2008 Form 10-K), to reflect the following:
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the Companys adoption,
effective December 28, 2008 of FSP No. 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) (FSP 14-1); and
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·
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the Companys adoption,
effective December 28, 2009, of Statement of Financial Accounting
Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of Accounting Research
Bulletin No. 51 (SFAS No. 160).
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FSP 14-1 specifies
that issuers of convertible debt instruments that may be settled in cash upon
conversion should separately account for the liability and equity components in
a manner that reflects the entitys nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. Upon adoption of the
provisions of FSP 14-1, $262 million of the total proceeds from our $350
million convertible debt issued on June 12, 2006 was allocated to the
liability component, which represents the estimated fair value of similar debt
instruments without the conversion option as of the date of issuance. The
remaining $88 million was allocated to the equity component. The debt discount
of $88 million will be amortized to interest expense over the seven-year period
from June 2006 to June 2013, the expected life of the instrument. In
addition, $8 million of capitalized interest expense was recorded
retrospectively and will amortize over a weighted average life of
32 years. Additionally, upon adoption, $2 million of deferred financing costs
capitalized at the time of issuance was reclassified to equity as equity
issuance costs and will not be amortized to interest expense. As a result of
the establishment of the debt discount as of the date of issuance, the
non-current deferred tax asset relating to the original issue discount has been
reduced by $36 million as of the date of issuance by offsetting additional paid
in capital.
SFAS No. 160
establishes accounting and reporting standards for noncontrolling interest
(previously referred to as minority interest) in a subsidiary which are applied
retrospectively for all periods presented. Following its adoption of SFAS No. 160,
the Company retrospectively changed its classification and presentation of its
noncontrolling interest. The adoption of SFAS No. 160 had no effect
on the Companys results of operations attributable to controlling interest,
earnings (losses) per share, cash flow from operating activities or any asset
or liability account.
The
Company began to report results under FSP 14-1 and to include the
reclassification and new presentation under SFAS No. 160 described above,
effective with the filing of its Quarterly Report on Form 10-Q for the
quarter ended March 28, 2009.
The
following Items of the 2008 Form 10-K are being revised retrospectively,
as indicated:
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Part II,
Item 6,
Selected Financial Data
,
is being revised to reflect retrospective application of FSP 14-1 and SFAS
No. 160.
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Table of Contents
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Part II,
Item 7,
Managements Discussion and
Analysis of Financial Condition and Results of Operations
, is
being revised to reflect both the retrospective application of FSP 14-1 and
SFAS No. 160.
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·
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Part II,
Item 8,
Financial Statements and
Supplementary Data
, is being revised as follows:
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·
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The 2008 Financial
Statements and certain notes thereto as well as Supplementary Data are being
revised to reflect the retrospective application of both FSP 14-1 and SFAS
No. 160; and
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·
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PwCs reissued Report
of Independent Registered Public Accounting Firm is included in place of the
original report.
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This
Form 8-K does not reflect events or disclosures occurring after the filing of
the 2008 Form 10-K and does not modify or update the disclosures in any way,
other than as described above. The information in this Form 8-K should be
read in conjunction with the 2008 Form 10-K, the Form 10-Q and other
documents filed by the Company with the SEC subsequent to February 23,
2009. The Form 10-Q and other filings contain important information
regarding events, developments and updates to certain expectations of the
Company that have occurred since the filing of the 2008 Form 10-K.
ITEM 9.01.
FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No.
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Description
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23.1
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Consent of
PricewaterhouseCoopers LLP
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99.1
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Updates to Charles
River Laboratories International, Inc.s 2008 Annual Report on
Form 10-K:
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Item 6. Selected
Financial Data
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Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations
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Item 8. Financial
Statements and Supplementary Data
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Table of Contents
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.
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Charles River
Laboratories International, Inc.
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August 4,
2009
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By:
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Thomas
F. Ackerman
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Name:
Thomas F. Ackerman
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Title:
Corporate Executive Vice President and Chief Financial Officer
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Table of
Contents
Index to Exhibits
Exhibit No.
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Description
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23.1
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Consent of
PricewaterhouseCoopers LLP
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99.1
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Updates to Charles
River Laboratories International, Inc.s 2008 Annual Report on
Form 10-K
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Item 6. Selected
Financial Data
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Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
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Item 8. Financial
Statements and Supplementary Data
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6
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