As filed with the Securities and Exchange Commission on June 2, 2003.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
251 BALLARDVALE ST., WILMINGTON, MA 01887
(Address of Principal Executive Offices) (Zip Code)
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2000 INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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DENNIS R. SHAUGHNESSY
Senior Vice President
and General Counsel
Charles River Laboratories International, Inc.
251 Ballardvale St.
Wilmington, MA 01887
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(978) 658-6000
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share (2) Price(2) Fee
----------------------------------------- ------------------- ---------------- --------------------- -------------------
Common Stock, $0.01 par value per share 2,500,000 shares $29.41 $73,525,000 $5,948
========================================= =================== ================ ===================== ===================
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(1) Represents 2,500,000 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 computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high ($30.07) and low ($28.75) prices of the Registrant's Common
Stock, $0.01 par value per share, reported on the New York Stock Exchange on May
27, 2003.
EXPLANATORY NOTE
On October 11, 2000, we filed a Registration Statement on Form S-8
(File No. 333-47768) (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 3,073,384 shares of common stock, par value
$0.01 per share (the "Common Stock"), issuable by us under our 2000 Incentive
Plan (the "2000 Plan"). On May 21, 2001 we filed a subsequent Registration
Statement on Form S-8 (File No. 333-61336) (referred to in this document as, the
"Second Registration Statement") that registered an additional 2,600,000 shares
of Common Stock issuable by us under the 2000 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
stock options grants, or to be granted, under the 2000 Plan at any time or from
time to time after the date hereof under each plan. Pursuant to General
Instruction E to Form S-8, we hereby incorporate herein by reference the
contents of the First Registration Statement and the Second Registration
Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
We also hereby incorporate by reference into this Registration
Statement the following documents 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 28, 2002;
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 28, 2002; 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.
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All other documents filed by the Registrant 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 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Dennis R. Shaughnessy, who has issued the opinion of the Registrant's
law department on the legality of the Common Stock of the Registrant offered
hereby, is Senior Vice President, Corporate Development, General Counsel and
Secretary of the Registrant. Mr. Shaughnessy owns 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. DESCRIPTION OF DOCUMENTS
4.1** Form of certificate representing shares of common stock, $0.01
par value per share.
4.2** Amended and Restated Certificate of Incorporation of Charles
River Laboratories International, Inc.
4.3** 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.
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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.
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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
3rd day of June 2003.
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
By: /s/ James C. Foster
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James C. Foster
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, 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
indicated on June 3rd 2003.
SIGNATURE TITLE
/s/ James C. Foster Chairman, President,
--------------------------- Chief Executive Officer and
James F. Foster Director (Principal Executive Officer)
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/s/ Thomas A. Ackerman Senior Vice President of Finance
--------------------------- and Chief Financial Officer (Principal
Thomas A. Ackerman Financial and Accounting Officer)
/s/ Robert Cawthorn Director
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Robert Cawthorn
/s/ Stephen D. Chubb Director
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Stephen D. Chubb
/s/ George E. Massaro Director
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George E. Massaro
/s/ George M. Milne Director
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George M. Milne
/s/ Douglas E. Rogers Director
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Douglas E. Rogers
/s/ Samuel O. Thier Director
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Samuel O. Thier
/s/ William H. Waltrip Director
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William H. Waltrip
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENTS
4.1** Form of certificate representing shares of common stock, $0.01
par value per share.
4.2** Amended and Restated Certificate of Incorporation of Charles
River Laboratories International, Inc.
4.3** 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.
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