As filed with the Securities and Exchange Commission on May 21, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1397316
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
251 Ballardvale Street
Wilmington, MA 01887
(870) 862-6411
(Address of principal executive offices)
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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
2000 INCENTIVE PLAN
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(Full title of the plans)
Dennis R. Shaughnessy, Senior Vice President and General Counsel
Charles River Laboratories International, Inc.
251 Ballardvale Street, Wilmington, MA 01887
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(978) 658-6000, (978) 694-9504 (Fax)
Copy to:
Richard D. Truesdell
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
(212) 450-4800 (Fax)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to be Offering Price Per Aggregate Amount of
Title of Securities to be Registered Registered(1) Share(2) Offering Price(2) Registration Fee
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Common Stock, $0.01 Par Value............... 2,600,000 $31.05 $80,730,000 $20,183
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(1) Represents 2,600,000 shares issuable pursuant to the 2000 Incentive Plan,
as amended, plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based on the average price of shares registered
under this Registration Statement determined on the basis of the average
of the high ($31.50) and low ($30.59) prices for the Common Stock reported
on the New York Stock Exchange on May 18, 2001.
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EXPLANATORY NOTE
A Registration Statement was filed on Form S-8 on October 11, 2000
(Registration No. 333-47768) (the "Prior Registration Statement"), to register
under the Securities Act of 1933, as amended, among other things, 1,189,000
shares of Company stock, par value $0.01 per share (the "Common Stock")
issuable by us under the Charles River International, Inc. 2000 Incentive Plan
(the "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 1933 of an additional 2,600,000 shares of our Common
Stock issuable upon stock options granted, or to be granted, under the Plan, as
amended at any time or from time to time after the date hereof under the Plan,
as amended. Pursuant to General Instruction E to Form S-8, the Company hereby
incorporates herein by reference the contents of the Prior Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the following
documents which have been previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended, (the "Exchange Act"):
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
December 30, 2000;
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 30, 2000; and
(c) The description of the Registrant's Common Stock, $0.01 par value per
share, contained in the Registrant's Registration Statement on Form S-1, filed
pursuant to Section 12 of the Exchange Act (No. 333-35524), including any
amendment or report filed for the purpose of updating such description.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicate that all securities
offered have been sold or which de-register all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents (such
documents, and the documents enumerated above, being hereinafter referred to
collectively as the "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. EXHIBITS
4.1** Form of certificate representing shares of common stock, $0.01 par
value per share.
4.2** Amended and Restated Investors' Agreement, dated as of June 19, 2000,
among Charles River Laboratories International, Inc. and the
shareholders named therein.
4.3** Amended and Restated Certificate of Incorporation of Charles River
Laboratories International, Inc.
4.4** Amended and Restated By-laws of Charles River Laboratories
International, Inc.
5.1* Opinion of Dennis R. Shaughnessy, Esq.
23.1* Consent of Dennis R. Shaughnessy, Esq. (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP.
24.1* Power of Attorney (included on the signature page of this Registration
Statement).
99.1*** Charles River Laboratories International, Inc. 2000 Incentive Plan, as
amended.
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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 Quarterly Report on Form
10-Q (File No. 333-92383) filed May 15, 2001 and incorporated by reference
herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, on this
21st day of May, 2001.
CHARLES RIVER LABORATORIES INTERNATIONAL,
INC.
By: /s/ James C. Foster
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Name: JAMES C. FOSTER
Title: Chairman, Chief Executive
Officer and President
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,
Dennis R. Shaughnessy 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 of 1933, as amended, and all applicable
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities indicated on May 21, 2001.
SIGNATURE/TITLE:
/s/ James C. Foster
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JAMES C. FOSTER, Chairman,
Chief Executive Officer and President
/s/ Thomas F. Ackerman
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THOMAS F. ACKERMAN, Chief
Senior Vice President and Chief Financial Officer
/s/ Robert Cawthorn
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ROBERT CAWTHORN, Director
/s/ Stephen D. Chubb
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STEPHEN D. CHUBB, Director
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THOMPSON DEAN, Director
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STEPHEN C. MCCLUSKI, Director
/s/ Reid S. Perper
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REID S. PERPER, Director
/s/ Douglas E. Rogers
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DOUGLAS E. ROGERS, Director
/s/ Samuel O. Thier
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SAMUEL O. THIER, Director
/s/ William Waltrip, III
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WILLIAM WALTRIP, III, Director
/s/ Henry Wendt, III
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HENRY WENDT, III, Director
EXHIBIT INDEX
Exhibit
Number Exhibit
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4.1** Form of certificate representing shares of common stock, $0.01 par
value per share.
4.2** Amended and Restated Investors' Agreement, dated as of June 19, 2000,
among Charles River Laboratories International, Inc. and the
shareholders named therein.
4.3** Amended and Restated Certificate of Incorporation of Charles River
Laboratories International, Inc.
4.4** Amended and Restated By-laws of Charles River Laboratories
International, Inc.
5.1* Opinion of Dennis R. Shaughnessy, Esq.
23.1* Consent of Dennis R. Shaughnessy, Esq. (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP.
24.1* Power of Attorney (included on the signature page of this Registration
Statement).
99.1*** Charles River Laboratories International, Inc. 2000 Incentive Plan, as
amended.
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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 Quarterly Report on
Form 10-Q (File No. 333-92383) filed May 15, 2001.
EXHIBIT 5.1
[COMPANY LETTERHEAD]
May 15, 2001
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
I am Senior Vice President, Corporate Development, General Counsel and
Secretary of Charles River International, Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
under the Securities Act of 1933, as amended, relating to the issuance of an
additional 2,600,000 shares of the Company's common stock, par value $.01 (the
"Shares"), in connection with the Charles River International, Inc. 2000
Incentive Plan, as amended (the "Plan").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted
such other investigations of fact and law as I have deemed necessary or
advisable for purposes of this opinion. I have assumed that the signatures
(other than those of officers of the Company) on all documents that I have
examined are genuine.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dennis R. Shaughnessy
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Dennis R. Shaughnessy, Esq.
Senior Vice President, Corporate
Development, General Counsel and
Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2001 relating to the
financial statements and financial statement schedules, which appears in
Charles River Laboratories International Inc.'s Annual Report on Form 10-K for
the year ended December 30, 2000.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 21, 2001