As
filed with the Securities and Exchange Commission on August 4,
2009.
Registration
No. 333-
UNITED
STATES
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)
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
(Full
Title of the Plan)
David
P. Johst
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):
Large
accelerated filer
x
|
Accelerated
filer
o
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Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
|
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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|
2,500,000
shares
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$32.02
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$80,050,000
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$4,467
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(1) Represents
2,500,000 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 Registrant's
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 ($32.32) and low ($31.71) prices of the Registrant's Common Stock,
$0.01 par value per share, reported on the New York Stock Exchange on July 29,
2009.
On
June 29, 2006, 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 (the "2007 Plan"). This Registration Statement on Form S-8 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 2,500,000 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.
PART II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
5. INTEREST OF NAMED EXPERTS AND COUNSEL
David
P. Johst, 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.
Item 8.
EXHIBITS.
The
following exhibits are filed as part of this Registration
Statement:
Exhibit
No.
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Description
of Documents
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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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4.2**
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Amended
and Restated Certificate of Incorporation of Charles River Laboratories
International, Inc.
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4.3***
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By-laws
of Charles River Laboratories International, Inc.
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5.1*
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Opinion
of David P. Johst, Esq. as to the legality of the securities being
registered.
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23.1*
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Consent
of David P. Johst, Esq. (included in Exhibit 5.1).
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23.2*
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Consent
of PricewaterhouseCoopers LLP.
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24.1*
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Power
of Attorney (included on the signature page of this Registration
Statement).
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_________________
*
Filed
herewith.
**
Previously filed as an
exhibit to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-35524) filed June 23, 2000, and
incorporated by reference herein.
***
Previously filed as an exhibit to the
Registrant's Current Report on Form 8-K (File No. 001-15943), as filed on
December 5, 2008, and incorporated by reference herein.
SIGNATURES
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 4th day of
August 2009.
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CHARLES
RIVER LABORATORIES INTERNATIONAL, INC.
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By:
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/s/ JAMES
C. FOSTER
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James
C. Foster
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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
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.
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By:
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President,
Chief Executive Officer and
Chairman
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August
4, 2009
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James
C. Foster
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(Principal
Executive Officer)
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By:
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Corporate
Executive Vice President and
Chief
Financial Officer
(Principal
Financial and
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August
4, 2009
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Thomas
F. Ackerman
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Accounting
Officer)
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By:
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Director
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August
4, 2009
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Nancy
T. Chang
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By:
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Director
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August
4, 2009
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Stephen
D. Chubb
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By:
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Director
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August
4, 2009
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Deborah
T. Kochevar
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By:
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Director
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August
4, 2009
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George
E. Massaro
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By:
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Director
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August
4, 2009
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George
M. Milne, Jr.
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By:
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Director
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August
4, 2009
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C.
Richard Reese
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By:
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Director
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August
4, 2009
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Douglas
E. Rogers
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By:
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Director
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August
4, 2009
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Samuel
O. Thier
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By:
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Director
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August
4, 2009
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William
H. Waltrip
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.
Exhibit Index
Exhibit
No.
|
|
Description
of Documents
|
|
|
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4.1**
|
|
Form
of certificate representing shares of common stock, $0.01 par value per
share.
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4.2**
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Amended
and Restated Certificate of Incorporation of Charles River Laboratories
International, Inc.
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4.3***
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By-laws
of Charles River Laboratories International, Inc.
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5.1*
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|
Opinion
of David P. Johst, Esq. as to the legality of the securities being
registered.
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23.1*
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Consent
of David P. Johst, Esq. (included in Exhibit 5.1).
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23.2*
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Consent
of PricewaterhouseCoopers LLP.
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24.1*
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Power
of Attorney (included on the signature page of this Registration
Statement).
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_________________
*
Filed
herewith.
**
Previously filed as an exhibit to
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(File No. 333-35524) filed June 23, 2000, and incorporated by
reference herein.
***
Previously filed as an
exhibit to the Registrant's Current Report on Form 8-K (File No.
001-15943), as filed on December 5, 2008, and incorporated by reference
herein.
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