As filed with the Securities and Exchange Commission on June 17, 2011.
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)
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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
(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):
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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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3,364,000 shares
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$38.91
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$130,893,240
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$15,197
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(1) Represents 3,364,000 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 ($39.08) and low ($38.79) prices of the Registrant's Common Stock, $0.01 par value per share, reported on the New York Stock Exchange on June 13, 2011.
EXPLANATORY NOTE
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. 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 3,364,000 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 and the Second Registration Statement.
PART II.
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.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
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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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Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.
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4.3***
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Second Amended and Restated 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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99.1****
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Charles River Laboratories International, Inc. 2007 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 Current Report on Form 8-K (File No. 001-15943), as filed on December 5, 2008, and incorporated by reference herein.
**** Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-15943), as filed on May 6, 2009, 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 17th day of June 2011.
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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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Signatures
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Title
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Date
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By:
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/s/ JAMES C. FOSTER
James C. Foster
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President, Chief Executive Officer and
Chairman
(Principal Executive Officer)
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June 17, 2011
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By:
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/s/ THOMAS F. ACKERMAN
Thomas F. Ackerman
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Corporate Executive Vice President and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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June 17, 2011
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By:
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/s/ ROBERT J. BERTOLINI
Robert J. Bertolini
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Director
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June 17, 2011
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By:
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/s/ STEPHEN D. CHUBB
Stephen D. Chubb
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Director
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June 17, 2011
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By:
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/s/ DEBORAH T. KOCHEVAR
Deborah T. Kochevar
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Director
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June 17, 2011
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By:
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/s/ GEORGE E. MASSARO
George E. Massaro
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Director
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June 17, 2011
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Signatures
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Title
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Date
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By:
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/s/ GEORGE M. MILNE, JR.
George M. Milne, Jr.
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Director
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June 17, 2011
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By:
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/s/ C. RICHARD REESE
C. Richard Reese
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Director
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June 17, 2011
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By:
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/s/ SAMUEL O. THIER
Samuel O. Thier
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Director
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June 17, 2011
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By:
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/s/ RICHARD F. WALLMAN
Richard F. Wallman
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Director
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June 17, 2011
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By:
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/s/ WILLIAM H. WALTRIP
William H. Waltrip
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Director
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June 17, 2011
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Exhibit Index
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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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Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.
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4.3***
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Second Amended and Restated 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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99.1****
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Charles River Laboratories International, Inc. 2007 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 Current Report on Form 8-K (File No. 001-15943), as filed on December 5, 2008, and incorporated by reference herein.
**** Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-15943), as filed on May 6, 2009, and incorporated by reference herein.
Exhibit 23.1
June 17, 2011
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Ladies and Gentlemen:
I am Corporate Executive Vice President, Human Resources, General Counsel, Chief Administrative Officer and Corporate Secretary of Charles River Laboratories 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 (the “Securities Act”), relating to the issuance of up to 3,364,000 additional shares of the Company’s common stock, par value $0.01 (the “Shares”), in connection with the Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended through the date hereof (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.
I am an attorney admitted to practice in the Commonwealth of Massachusetts. I express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and the Delaware General Corporation Law.
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 upon receipt by the Company of adequate consideration therefore, will be legally issued, fully paid and non-assessable.
The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act, applicable requirements of state laws regulating the offer and sale of securities and applicable requirements of the New York Stock Exchange.
I hereby consent to the filing of the opinion as an exhibit to the Registration Statement.
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Very truly yours,
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/s/ David P. Johst
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David P. Johst, Esq.
Corporate Executive Vice President, Human Resources, General Counsel, Chief Administrative Officer and Corporate Secretary
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2011 relating to the financial statements, financial statement schedules, and the effectiveness of internal control over financial reporting, which appears in Charles River Laboratories International, Inc.'s Annual Report on Form 10-K for the year ended December 25, 2010.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 16, 2011