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
| Date of Report (Date of Earliest Event Reported): | September 26, 2013 |
Charles River Laboratories International, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 001-15943 | 06-1397316 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 251 Ballardvale St., Wilmington, Massachusetts | 01887 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 781-222-6000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On September 26, 2013, Charles River Laboratories International, Inc. (the "Company") announced the appointment of John Crowley to the role of Corporate Senior Vice President, Corporate Controller and Chief Accounting Officer. In this newly created position, Mr. Crowley will be responsible for providing strategic guidance to the finance groups, including directing the corporate accounting function and practices, maintaining its fiscal records and preparing its financial reports. He will also oversee the design and operation of the Company’s system of internal controls, ensuring compliance with the rules and regulations of the Sarbanes-Oxley Act. The appointment of Mr. Crowley as the Chief Accounting Officer of the Company was not made pursuant to any arrangement or understanding between him and any other person.
Immediately prior to joining the Company, Mr. Crowley, age 40, was Vice President, Chief Accounting Officer & Corporate Controller of Ironwood Pharmaceuticals. Previously, he held senior corporate finance positions at Vertex Pharmaceuticals from 2010- 2012, where he successfully managed and directed all areas of technical accounting. Prior to joining Vertex, he served as Senior Director in the finance department at Sepracor, Inc. from 2008-2010. Mr. Crowley is a Certified Public Accountant.
Mr. Crowley will receive salary, bonus and equity opportunity, and will participate in other benefit and compensation plans, at levels consistent with his position and scope of responsibility. Mr. Crowley was provided a cash sign−on bonus in an amount that is commensurate with his position and scope of responsibility.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing Mr. Crowley’s appointment as the Company’s Corporate Senior Vice President, Corporate Controller and Chief Accounting Officer is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release of the Company dated September 26, 2013
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.
| Charles River Laboratories International, Inc. | ||||
| September 27, 2013 | By: |
Matthew L. Daniel
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| Name: Matthew L. Daniel | ||||
| Title: Corporate Vice President & Deputy General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press release of the Company dated September 26, 2013 |
CHARLES RIVER LABORATORIES APPOINTS JOHN CROWLEY AS CORPORATE SENIOR VICE PRESIDENT, CORPORATE
CONTROLLER AND CHIEF ACCOUNTING OFFICER
WILMINGTON, MA, September 26, 2013 – Charles River Laboratories International, Inc. (NYSE:CRL) announced today the appointment of John Crowley to the role of Corporate Senior Vice President, Corporate Controller and Chief Accounting Officer, effective September 30. In this newly created position, Mr. Crowley will be responsible for providing strategic guidance to the finance groups, including directing the corporate accounting function and practices, maintaining its fiscal records and preparing its financial reports. He will also oversee the design and operation of the Charles River’s system of internal controls, ensuring compliance with the rules and regulations of the Sarbanes-Oxley Act.
Immediately prior to joining Charles River, Mr. Crowley was Vice President, Chief Accounting Officer & Corporate Controller of Ironwood Pharmaceuticals. Previously, he held senior corporate finance positions at Vertex Pharmaceuticals where he successfully managed and directed all areas of technical accounting.
James C. Foster, Chairman, President, and Chief Executive Officer of Charles River Laboratories, commented, “John brings a wealth of financial acumen to Charles River. His expertise and experience in the life sciences industry is a welcomed addition to our executive team.”
Mr. Crowley commented, “Charles River has a compelling value proposition and a unique business model. I look forward to playing an integral role in its future growth and success.”
John holds a B.S. in both Economics and Accountancy from Babson College and is a certified public accountant.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,” “may,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are based on Charles River’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Charles River’s Annual Report on Form 10-K as filed on February 27, 2013, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.
About Charles River Laboratories
Accelerating Drug Development. Exactly. Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development and safe manufacture of new therapies for the patients who need them. To learn more about our unique portfolio and breadth of services, visit www.criver.com
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Contacts:
Investors:
Susan E. Hardy
Corporate Vice President, Investor Relations
Charles River Laboratories
781.222.6190
susan.hardy@crl.com
Media:
Amy Cianciaruso
Executive Director of Public Relations and Corporate Communications
Charles River Laboratories
781.222.6168
amy.cianciaruso@crl.com