S-8

As filed with the Securities and Exchange Commission on July 31, 2013.

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)

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)	06-1397316 (I.R.S. Employer Identification No.)
251 Ballardvale St., Wilmington, MA (Address of Principal Executive Offices)	01887 (Zip Code)

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):

Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock, par value $0.01 per share	6,500,000 shares	$44.42	$288,730,000	$39,382.77

(1)  Represents 6,500,000 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 ($44.76) and low ($44.08) prices of the Registrant's Common Stock, $0.01 par value per share, reported on the New York Stock Exchange on July 25, 2013.

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.  On June 17, 2011, we filed another Registration Statement on Form S-8 (File No. 333-174971)  (referred to in this document as the “Third Registration Statement”) that registered under the Securities Act an additional 3,364,000 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 6,500,000 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, the Second Registration Statement and the Third 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:

Exhibit No.	Description	Filed with this Form S-8	Incorporated by Reference
			Form	Filing Date	Exhibit No.
4.1	Form of certificate representing shares of common stock, $0.01 par value per share		S-1	June 23, 2000	4.1
4.2	Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.		S-1	June 23, 2000	3.1
5.1	Second Amended and Restated By-Laws of Charles River Laboratories International, Inc.		8-K	December 5, 2008	3.2
23.1	Opinion of David P. Johst, Esq., as to the legality of the securities being registered	*
23.2	Consent of David P. Johst, Esq. (included in Exhibit 5.1)	*
24.1	Power of Attorney (included in signature page of this registration statement)	*
99.1	Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended	*

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 31st day of July, 2013.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
By:	/s/  JAMES C. FOSTER        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, 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.

Signatures		Title	Date
By:	/s/ JAMES C. FOSTER	President, Chief Executive Officer and	July 31, 2013
	James C. Foster	Chairman (Principal Executive Officer)
By:	/s/ THOMAS F. ACKERMAN	Corporate Executive Vice President and Chief Financial Officer	July 31, 2013
	Thomas F. Ackerman	(Principal Financial and Accounting Officer)
By:	/s/ ROBERT J. BERTOLINI	Director	July 31, 2013
	Robert J. Bertolini
By:	/s/ STEPHEN D. CHUBB	Director	July 31, 2013
	Stephen D. Chubb
By:	/s/ DEBORAH T. KOCHEVAR	Director	July 31, 2013
	Deborah T. Kochevar
By:	/s/ GEORGE E. MASSARO	Director	July 31, 2013
	George E. Massaro

By:	/s/ GEORGE M. MILNE, JR.	Director	July 31, 2013
	George M. Milne, Jr.
By:	/s/ C. RICHARD REESE	Director	July 31, 2013
	C. Richard Reese
By:	/s/ RICHARD F. WALLMAN	Director	July 31, 2013
	Richard F. Wallman

Exhibit Index

Exhibit No.	Description	Filed with this Form S-8	Incorporated by Reference
			Form	Filing Date	Exhibit No.
4.1	Form of certificate representing shares of common stock, $0.01 par value per share		S-1	June 23, 2000	4.1
4.2	Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc.		S-1	June 23, 2000	3.1
5.1	Second Amended and Restated By-Laws of Charles River Laboratories International, Inc.		8-K	December 5, 2008	3.2
23.1	Opinion of David P. Johst, Esq., as to the legality of the securities being registered	*
23.2	Consent of David P. Johst, Esq. (included in Exhibit 5.1)	*
24.1	Power of Attorney (included in signature page of this registration statement)	*
99.1	Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended	*

EX-23.1

Exhibit 23.1

July 31, 2013

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 6,500,000 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.

Very truly yours,

/s/ David P. Johst

David P. Johst, Esq.

Corporate Executive Vice President, Human Resources, General Counsel, Chief

Administrative Officer and Corporate Secretary

EX-23.2

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 Charles River Laboratories International, Inc. of our report dated February 27, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Charles River Laboratories International, Inc.’s 2012 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 29, 2012.  We also consent to the incorporation by reference of our report dated February 27, 2013 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.  We also consent to the references to us under the headings “Experts” and “Selected Financial Data” in such Registration Statement.

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 31, 2013