-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dt1ZCbHxq75d7Enr8B13Z7TX7lJXIVr7xqA4W0T6Veg1oPm0lxj7D6e4JLQCuodP Sqr9QBdkCDg02Q23F0J3Vg== 0001158833-03-000005.txt : 20030303 0001158833-03-000005.hdr.sgml : 20030303 20030303155143 ACCESSION NUMBER: 0001158833-03-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE SCIENCES RESEARCH INC CENTRAL INDEX KEY: 0001158833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 522340150 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62457 FILM NUMBER: 03589409 BUSINESS ADDRESS: STREET 1: PMB #251, 211 EAST LOMBARD STREET CITY: BALTIMORE STATE: MD ZIP: 21202-6102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASS BRIAN CENTRAL INDEX KEY: 0001165255 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O HUNTINGDON LIFE SCIENCES LTD STREET 2: WOOLLEY ROAD, CITY: ALCONBURY STATE: A1 ZIP: 00000 MAIL ADDRESS: STREET 1: C/O HUNTINGDON LIFE SCIENCES LTD STREET 2: WOOLEY RD CITY: CAMBRIDGE ENGLAND STATE: X0 ZIP: 999999999 SC 13D 1 sched13d.txt SCHEDULE 13D, BRIAN CASS SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )(1) Life Sciences Research, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Voting Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 5321691090 - -------------------------------------------------------------------------------- (CUSIP Number) Brian Cass c/o Life Sciences Research, Inc. Woolley Road Alconbury, Huntingdon Cambridgeshire PE28 4HS United Kingdom +44 (0) 1480 892 000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (SC13D-07/99) CUSIP No.5321691090 13D Page___ of __ Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Cass ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [ ] Not applicable. ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF, SC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] Not applicable ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom ________________________________________________________________________________ 7 SOLE VOTING POWER 620,000 NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER 620,000 REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 0 WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 620,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not applicable [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 13D Page of Pages ________________________________________________________________________________ Item 1. Security and Issuer. Class of Securities: Voting Common Stock, $.01 par value per share (the "Common Stock") Issuer: Life Sciences Research, Inc. (the "Issuer"), P.O. Box 2360, Mettlers Road, East Millstone, NJ 08875 ________________________________________________________________________________ Item 2. Identity and Background. (a) Name: Brian Cass (b) Business Address: Brian Cass c/o Life Sciences Research, Inc. Woolley Road Alconbury, Huntingdon Cambridgeshire PE28 4HS United Kingdom (c) Principal Occupation or Employment: President of the Issuer. (d) Criminal Convictions: None. (e) Civil Adjudication of Violation of Securities Laws: None. (f) Citizenship: United Kingdom citizen. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Mr. Cass (a) used personal funds to acquire 20,000 shares of Common Stock, (b) received a (pound)422,525.20 (approximately $600,000) loan from the Issuer to acquire 400,000 shares of Common Stock and (c) is entitled to acquire 200,000 shares pursuant to stock options granted by the Issuer. ________________________________________________________________________________ Item 4. Purpose of Transaction. (a)-(j) Mr. Cass acquired the shares for investment purposes. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) Beneficial Ownership by the Reporting Person: Number of Shares ---------------- Baker: Aggregate number of shares: 620,000 Percentage: 5.1% (based on 11,932,338 outstanding shares) (b) Sole Voting Power: 620,000 Shared Voting Power: 0 Sole Dispositive Power: 620,000 Shares Dispositive Power: 0 (c) (i) 400,000 shares of Common Stock of the Issuer were acquired in March 2002 in the Issuer's private placement of approximately 5.1 million shares of Common Stock at a per share purchase price of $1.50. Mr. Cass delivered two five year promissory notes (the "Promissory Notes") to the Issuer in payment for such shares. (ii) Beneficial ownership of 200,000 shares of the Issuer's Common Stock is reflected by presently exercisable options to purchase Common Stock granted to Mr. Cass by the Issuer in March 2002. 100,000 of such options vested upon grant and 100,000 vested on March 1, 2003. (iii)20,000 shares of Common Stock of the Issuer were acquired in January 2002 by exchanging ordinary shares of Huntingdon Life Sciences Group plc ("Huntingdon") for shares of the Issuer's Common Stock in the Issuer's exchange offer to acquire all outstanding equity securities of Huntingdon. (d) Not applicable. (e) Not applicable. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. (a) Mr. Cass executed the Promissory Notes dated as of March 28, 2002, each in a principal amount of (pound)211,267.60 (approximately $300,000). The Promissory Notes bear interest of 5% per annum, are due on March 28, 2007 and are collateralized by the 400,000 shares of Common Stock of the Issuer purchased with the proceeds thereof. One of such notes, in the principal amount of (pound)211,267.60, is repayable by yearly deductions from annual pension contributions made by the Issuer to Mr. Cass' pension account. The other note is additionally collateralized by amounts in Mr. Cass' accrued pension account. (b) 200,000 shares are beneficially owned pursuant to that certain Employee Stock Option Agreement, dated as of March 1, 2002, pursuant to which Mr. Cass may acquire shares at an exercise price of $1.50 per share. 100,000 options vested on March 1, 2002 and 100,000 vested on March 1, 2003. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. (a) Promissory Notes dated March 28, 2002. (b) Employee Stock Option Agreements dated as of March 1, 2002, between B. Cass and the Issuer. ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 3, 2003 ---------------------------------------- (Date) /s/ Brian Cass ---------------------------------------- (Signature) Brian Cass ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EDGARLink 7.0 (8/00) Ver. 3.1 EX-1 3 secpromnote.txt EXHIBIT - EMPLOYEE STOCK OPTION AGREEMENTS SECURED PROMISSORY NOTE (pound)211,267.60 March 28, 2002 1. The undersigned, Brian Cass (the "Borrower"), hereby promises to pay to Life Sciences Research, Inc., a Maryland corporation ("LSR"), the principal sum of (pound)211,267.60, payable in lawful money and in immediately available funds, plus accrued interest at the rate of 5% per annum (such (pound)211,267.60 plus all accrued and unpaid interest being the "Principal Sum"). 2. The Principal Sum shall be due on the date that is five years after the date hereof ("Maturity Date"). On the Maturity Date the Borrower shall (or if such day is a day on which banks in New Jersey are not open for business, on the immediately following banking day), pay to LSR in immediately available funds, the full Principal Sum to the extent not paid prior thereto as specified in Paragraph 3 below. 3. Borrower receives from LSR an annual pension contribution of (pound)66,000 per year. (pound)39,600 shall be deducted from such yearly pension contribution during the first year following the date hereof and (pound)38,940 shall be deducted from such yearly pension amount during the second through fifth years after the date hereof or until the earlier repayment in full of the Principal Sum (so long as Borrower is employed by LSR and receiving such pension contribution) and credited toward repayment of the Principal Sum. In addition, an amount equal to 33 1/3% of any bonus paid to Borrower by LSR or any of its subsidiaries or affiliates shall be deducted from Borrower's bonus payment and applied to payment of the Principal Sum. 4. This Note and the obligation created hereunder is secured and collateralized by the 200,000 shares of Voting Common Stock ("Shares") purchased by the Borrower with the proceeds hereof. If the Principal Sum is not paid in full by the Borrower to LSR on or before the Maturity Date or the Borrower defaults under this Note, LSR shall have the right to take, liquidate withhold or cancel such number of Shares sold to the Borrower with the proceeds hereof as shall have a value (based upon the closing market price of LSR Voting Common Stock on the Maturity Date) equal to the amount remaining unpaid under this Note at such date. Any and all proceeds from the sale of shares shall be used to pay amounts due under this Note. 5. The Maturity Date for payment in full of the Principal Sum shall be accelerated under the following circumstances: (a) If the Borrower shall voluntarily resign from his employment with LSR for other than Good Reason (as defined in Borrower's Service Agreement) or shall have his employment terminated for Cause (as defined in his Service Agreement), the Maturity Date shall be accelerated to the date that is 30 days after the date of such resignation or termination. (b) If the Borrower shall resign from his employment with LSR for Good Reason or have his employment with LSR terminated without Cause, the Maturity Date shall be accelerated to the date that is 180 days after the date of such resignation or termination. (c) Notwithstanding the foregoing, the Company may withhold from any severance payments payable to Borrower as a result of Borrower's resignation or termination of employment all or a part of an amount equal to the then-unpaid Principal Sum and may use such amount to repay the then unpaid Principal Sum. (d) For the avoidance of doubt, should Borrower die while employed by the Company but prior to the Maturity Date, the Maturity Date shall not be accelerated to such date of death, and the Principal Sum shall continue to be due and payable on the date that is five years after the date hereof. 6. The Borrower represents and warrants as follows: (a) the Borrower is a resident of England and (b) this Note constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 7. The Borrower may, at its option and upon written notice to LSR, prepay the Principal Sum of this Note in whole or in part, without penalty or premium. 8. Upon default in Borrower's payment of this Note, LSR shall have the right to exercise any and all of its rights under this Note and under law. 9. All notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed, telecopied or delivered to (a) the Borrower at the address of the Huntingdon Research Center, or at such other address as may hereafter be specified by the Borrower to LSR, or (b) LSR, at its offices at Mettler Road, P. O. Box 2360, East Millstone, NJ 08875, Attention: Corporate Secretary. All notices and communications shall be effective (i) if mailed, when received or three days after mailing, whichever is earlier, (ii) if telecopied, when transmitted, and (iii) if delivered, upon delivery. 10. No failure on the part of LSR to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by LSR preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of LSR. No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by LSR and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. 11. This Note supersedes any and all prior versions of such Note with effect from and as of March 28, 2002. ------------------------------ Brian Cass SECURED PROMISSORY NOTE (pound)211,267.60 March 28, 2002 1. The undersigned, Brian Cass (the "Borrower"), hereby promises to pay to Life Sciences Research, Inc., a Maryland corporation ("LSR"), the principal sum of (pound)211,267.60, payable in lawful money and in immediately available funds, plus accrued interest at the rate of 5% per annum (such (pound)211,267.60 plus all accrued and unpaid interest being the "Principal Sum"). 2. The Principal Sum shall be due on the date that is five years after the date hereof ("Maturity Date"). On the Maturity Date the Borrower shall (or if such day is a day on which banks in New Jersey are not open for business, on the immediately following banking day), pay to LSR in immediately available funds, the full Principal Sum to the extent not paid prior thereto as specified in Paragraph 3 below. 3. Borrower receives from LSR an annual pension contribution of (pound)66,000 per year and has accrued (pound)214,500 in such account (the "Accrued Pension Account"). Pursuant to a separate secured promissory note between Borrower and LSR of even date herewith (the "Separate Note"), (pound)39,600 shall be deducted from each such yearly pension contribution during the first year following the date hereof and (pound)38,940 shall be deducted from such yearly pension amount during the second through fifth years after the date hereof or until the earlier repayment in full of the principal sum of (pound)211,267.60 of such Separate Note (so long as Borrower is employed by LSR and receiving such pension contribution) and credited toward repayment of the principal sum of such Separate Note. 4. This Note and the obligation created hereunder is secured and collateralized by (a) the 200,000 shares of Voting Common Stock ("Shares") purchased by the Borrower with the proceeds hereof and (b) the Accrued Pension Account, as such account is increased by interest accrued thereon at a rate of 5% per annum during the term of this Note (the "Subsequent Accrued Pension Account"). If the Principal Sum is not paid in full by the Borrower to LSR on or before the Maturity Date or the Borrower defaults under this Note, LSR shall have the right to take, liquidate withhold or cancel such number of Shares sold to the Borrower with the proceeds hereof as shall have a value (based upon the closing market price of LSR Voting Common Stock on the Maturity Date) equal to the amount remaining unpaid under this Note at such date and/or to take or liquidate all funds in the Accrued Pension Account or Subsequent Accrued Pension Account in an amount equal to the amount remaining unpaid under this Note on the Maturity Date. Any and all proceeds from the sale of shares shall be used to pay amounts due under this Note. 5. The Maturity Date for payment in full of the Principal Sum shall be accelerated under the following circumstances: (a) If the Borrower shall voluntarily resign from his employment with LSR for other than Good Reason (as defined in Borrower's Service Agreement) or shall have his employment terminated for Cause (as defined in his Service Agreement), the Maturity Date shall be accelerated to the date that is 30 days after the date of such resignation or termination. (b) If the Borrower shall resign from his employment with LSR for Good Reason or have his employment with LSR terminated without Cause, the Maturity Date shall be accelerated to the date that is 180 days after the date of such resignation or termination. (c) Notwithstanding the foregoing, the Company may withhold from any severance payments payable to Borrower as a result of Borrower's resignation or termination of employment all or a part of an amount equal to the then-unpaid Principal Sum and may use such amount to repay the then unpaid Principal Sum. 6. The Borrower represents and warrants as follows: (a) the Borrower is a resident of England and (b) this Note constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 7. The Borrower may, at its option and upon written notice to LSR, prepay the Principal Sum of this Note in whole or in part, without penalty or premium. 8. Upon default in Borrower's payment of this Note, LSR shall have the right to exercise any and all of its rights under this Note and under law. 9. All notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed, telecopied or delivered to (a) the Borrower at the address of the Huntingdon Research Center, or at such other address as may hereafter be specified by the Borrower to LSR, or (b) LSR, at its offices at Mettler Road, P. O. Box 2360, East Millstone, NJ 08875, Attention: Corporate Secretary. All notices and communications shall be effective (i) if mailed, when received or three days after mailing, whichever is earlier, (ii) if telecopied, when transmitted, and (iii) if delivered, upon delivery. 10. No failure on the part of LSR to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by LSR preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of LSR. No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by LSR and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. 11. This Note supersedes any and all prior versions of such Note with effect from and as of March 28, 2002. ------------------------------ Brian Cass EX-2 4 stockoptions.txt EXHIBIT - PROMISSORY NOTES EMPLOYEE STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 1st day of March, 2002, between Life Sciences Research, Inc., a Maryland corporation (hereinafter called the "Corporation"), and Brian Cass, a key employee of the Corporation (hereinafter called the "Option Holder"). 1. Grant of Option. The Corporation hereby grants pursuant to the Corporation's 2001 Equity Incentive Plan to the Option Holder the right and option, hereinafter called the "Option", to purchase an aggregate of 100,000 shares (the "Shares") of the Corporation's $0.01 par value voting common stock (such number being subject to adjustment as provided in paragraph 7 hereof), on the terms and conditions herein set forth. Such Option shall vest as follows: Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest and may be exercised on or after the date hereof, and the remaining Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest and may be exercised on or after March 1, 2003 (unless terminated earlier pursuant to paragraph 6 hereof). 2. Purchase Price. The purchase price of the Shares covered by the Option shall be One Dollar and Fifty Cents ($1.50) per Share. 3. Term of Option. Subject to paragraph 8 hereof, the Option granted hereby shall be exercisable as to a portion of the total Shares in accordance with paragraph 1. The Option Holder's right to exercise the aforementioned Option shall expire ten (10) years from the date hereof. Unless terminated earlier pursuant to paragraph 6 hereof, any Option not exercised within such time specified of the date hereof shall terminate. 4. Nontransferability. The Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution and (ii) to parents, siblings, spouses or children of the Option Holder or to any trust or similar device intended for any of such persons' respective benefit (a "Permitted Transferee"), and the Option may be exercised, during the lifetime of the Option Holder, only by him or such Permittee Transferree. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided herein), pledged, or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect. 5. Disclosure and Risk. The Option Holder represents and warrants to the Corporation as follows: (a) The Shares will be acquired by the Option Holder for the Option Holder's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) As of the date of the grant and of exercise, because of his position with the Corporation, and as a result of inquiries made by him and information furnished to him by the Corporation, Option Holder has and will have all information necessary for him to make an informed investment decision. Each certificate representing the Shares shall, if applicable, be endorsed with the following or a substantially similar legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT'), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION MAY BE MADE PURSUANT TO RULE 144, PROMULGATED UNDER THE SECURITIES ACT, OR IS OTHERWISE EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS." The Corporation need not allow a transfer of any of the Shares unless one of the conditions specified in the foregoing legend is satisfied. The Corporation may also instruct its transfer agent not to allow the transfer of any of the Shares unless one of the conditions specified in the foregoing legend is satisfied. Any legend endorsed on a certificate pursuant to the foregoing language and the stop transfer instructions with respect to such Shares shall be removed and the Corporation shall promptly issue a certificate without such legend to the holder thereof if the Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if the holder provides the Corporation with an opinion of counsel for such holder of the Shares reasonably satisfactory to the Corporation, to the effect that a public sale, transfer or assignment of such Shares may be made without registration. 6. Termination of Employment; Death. (a) In the event that the Option Holder shall cease to be an employee of the Corporation or any of its subsidiaries for any reason whatsoever, the Option may be exercised by the Option Holder (to the extent that the Option Holder shall have been entitled to do so as of the date of his termination of employment with the Corporation or any of its subsidiaries) at any time within 365 days after such termination but in any event not later than the date of expiration of the Option term. So long as the Option Holder shall continue to be an employee of the Corporation or any of its subsidiaries, the Option shall not be affected by any change of duties or position. Nothing in this Option Agreement shall confer upon the Option Holder any right to continue as an employee of the Corporation or any of its subsidiaries. (b) In the event that the Option Holder dies prior to exercising all or any portion of the Option, the Option may be exercised by the estate of the Option Holder (to the extent that the Option Holder shall have been entitled to do so) at any time within 365 days after the death of the Option Holder, but in any event not later than the date of expiration of the Option term. 7. Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation. 8. Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 9. Change in Control. A Change in Control of the Corporation (as defined in the 2001 Equity Incentive Plan) shall have the effect on the Option set forth in Section 9 of the 2001 Equity Incentive Plan. 10. Optionee Not a Shareholder. The Option Holder under this Option, as such, shall not be entitled by any reason of this Option to any rights whatsoever as a shareholder of the Corporation. 11. General Provisions. (a) The Corporation shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all fees and expenses necessarily incurred by the Corporation in connection therewith, and shall use its best efforts to comply with all laws and regulations which, in the reasonable opinion of counsel for the Corporation, are applicable thereto. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland other than its conflicts of laws provisions. (c) Any notice to be given hereunder by either party to the other shall be in writing and shall be given either by personal delivery or by mail, registered or certified, postage prepaid, return receipt requested, addressed to the other party at the respective addresses set forth below their signatures to this Agreement, or at any other address as such party may hereafter specify in writing. (d) This Agreement sets forth the entire agreement of the parties concerning the subject matter hereto, and no other representations or warranties, express or implied, other than those contained herein, and no amendments or modifications hereto, shall be binding unless made in writing and signed by the parties hereto. (e) The waiver by either party of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision or of the breach of any other term or provision of this Agreement. (f) As used herein, the masculine gender shall include the feminine and the neuter genders, the neuter shall include the masculine and the feminine genders, the singular shall include the plural, and the plural shall include the singular. (g) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (h) The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be duly executed by its officer thereunto duly authorized, and the Option Holder has hereunto set his hand and seal, all as of the day and year first above written. OPTION HOLDER /s/ Brian Cass ------------------------------ Name: Brian Cass LIFE SCIENCES RESEARCH, INC. By: /s/ Andrew H. Baker Name: Andrew H. Baker Title: Chairman and Chief Executive Officer EMPLOYEE STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 1st day of March, 2002, between Life Sciences Research, Inc., a Maryland corporation (hereinafter called the "Corporation"), and Brian Cass, a key employee of the Corporation (hereinafter called the "Option Holder"). 1. Grant of Option. The Corporation hereby grants pursuant to the Corporation's 2001 Equity Incentive Plan to the Option Holder the right and option, hereinafter called the "Option", to purchase an aggregate of 100,000 shares (the "Shares") of the Corporation's $0.01 par value voting common stock (such number being subject to adjustment as provided in paragraph 7 hereof), on the terms and conditions herein set forth. Such Option shall vest as follows: Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest and may be exercised on or after the date hereof, and the remaining Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest and may be exercised on or after March 1, 2003 (unless terminated earlier pursuant to paragraph 6 hereof). 2. Purchase Price. The purchase price of the Shares covered by the Option shall be One Dollar and Fifty Cents ($1.50) per Share. 3. Term of Option. Subject to paragraph 8 hereof, the Option granted hereby shall be exercisable as to a portion of the total Shares in accordance with paragraph 1. The Option Holder's right to exercise the aforementioned Option shall expire ten (10) years from the date hereof. Unless terminated earlier pursuant to paragraph 6 hereof, any Option not exercised within such time specified of the date hereof shall terminate. 4. Nontransferability. The Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution and (ii) to parents, siblings, spouses or children of the Option Holder or to any trust or similar device intended for any of such persons' respective benefit (a "Permitted Transferee"), and the Option may be exercised, during the lifetime of the Option Holder, only by him or such Permittee Transferree. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided herein), pledged, or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect. 5. Disclosure and Risk. The Option Holder represents and warrants to the Corporation as follows: (a) The Shares will be acquired by the Option Holder for the Option Holder's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) As of the date of the grant and of exercise, because of his position with the Corporation, and as a result of inquiries made by him and information furnished to him by the Corporation, Option Holder has and will have all information necessary for him to make an informed investment decision. Each certificate representing the Shares shall, if applicable, be endorsed with the following or a substantially similar legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT'), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION MAY BE MADE PURSUANT TO RULE 144, PROMULGATED UNDER THE SECURITIES ACT, OR IS OTHERWISE EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS." The Corporation need not allow a transfer of any of the Shares unless one of the conditions specified in the foregoing legend is satisfied. The Corporation may also instruct its transfer agent not to allow the transfer of any of the Shares unless one of the conditions specified in the foregoing legend is satisfied. Any legend endorsed on a certificate pursuant to the foregoing language and the stop transfer instructions with respect to such Shares shall be removed and the Corporation shall promptly issue a certificate without such legend to the holder thereof if the Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if the holder provides the Corporation with an opinion of counsel for such holder of the Shares reasonably satisfactory to the Corporation, to the effect that a public sale, transfer or assignment of such Shares may be made without registration. 6. Termination of Employment; Death. (a) In the event that the Option Holder shall cease to be an employee of the Corporation or any of its subsidiaries for any reason whatsoever, the Option may be exercised by the Option Holder (to the extent that the Option Holder shall have been entitled to do so as of the date of his termination of employment with the Corporation or any of its subsidiaries) at any time within 365 days after such termination but in any event not later than the date of expiration of the Option term. So long as the Option Holder shall continue to be an employee of the Corporation or any of its subsidiaries, the Option shall not be affected by any change of duties or position. Nothing in this Option Agreement shall confer upon the Option Holder any right to continue as an employee of the Corporation or any of its subsidiaries. (b) In the event that the Option Holder dies prior to exercising all or any portion of the Option, the Option may be exercised by the estate of the Option Holder (to the extent that the Option Holder shall have been entitled to do so) at any time within 365 days after the death of the Option Holder, but in any event not later than the date of expiration of the Option term. 7. Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation. 8. Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 9. Change in Control. A Change in Control of the Corporation (as defined in the 2001 Equity Incentive Plan) shall have the effect on the Option set forth in Section 9 of the 2001 Equity Incentive Plan. 10. Optionee Not a Shareholder. The Option Holder under this Option, as such, shall not be entitled by any reason of this Option to any rights whatsoever as a shareholder of the Corporation. 11. General Provisions. (a) The Corporation shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all fees and expenses necessarily incurred by the Corporation in connection therewith, and shall use its best efforts to comply with all laws and regulations which, in the reasonable opinion of counsel for the Corporation, are applicable thereto. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland other than its conflicts of laws provisions. (c) Any notice to be given hereunder by either party to the other shall be in writing and shall be given either by personal delivery or by mail, registered or certified, postage prepaid, return receipt requested, addressed to the other party at the respective addresses set forth below their signatures to this Agreement, or at any other address as such party may hereafter specify in writing. (d) This Agreement sets forth the entire agreement of the parties concerning the subject matter hereto, and no other representations or warranties, express or implied, other than those contained herein, and no amendments or modifications hereto, shall be binding unless made in writing and signed by the parties hereto. (e) The waiver by either party of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision or of the breach of any other term or provision of this Agreement. (f) As used herein, the masculine gender shall include the feminine and the neuter genders, the neuter shall include the masculine and the feminine genders, the singular shall include the plural, and the plural shall include the singular. (g) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (h) The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be duly executed by its officer thereunto duly authorized, and the Option Holder has hereunto set his hand and seal, all as of the day and year first above written. OPTION HOLDER /s/ Brian Cass Name: Brian Cass LIFE SCIENCES RESEARCH, INC. By: /s/ Andrew H. Baker Name: Andrew H. Baker Title: Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----