-----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, TiLif9hv+jlfeA8i5IfM0lyEIDCn9+Izs0RYde0aAGdTpW5cTaMncdSTay9S2r9t s1ejI2mAooRuGlYeNjntVw== 0001047469-03-020419.txt : 20030603 0001047469-03-020419.hdr.sgml : 20030603 20030603163238 ACCESSION NUMBER: 0001047469-03-020419 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030603 EFFECTIVENESS DATE: 20030603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES RIVER LABORATORIES INTERNATIONAL INC CENTRAL INDEX KEY: 0001100682 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061397316 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105803 FILM NUMBER: 03730680 BUSINESS ADDRESS: STREET 1: 261 BALLARDVALE STREET CITY: WILMINGTON STATE: MA ZIP: 01867 BUSINESS PHONE: 9786586000 MAIL ADDRESS: STREET 1: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: CHARLES RIVER LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19991208 S-8 1 a2112474zs-8.txt S-8 As filed with the Securities and Exchange Commission on June 2, 2003. Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 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) ---------------------- 2000 INCENTIVE PLAN (FULL TITLE OF THE PLAN) ---------------------- 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 ---------------------- CALCULATION OF REGISTRATION FEE
========================================= =================== ================ ===================== =================== 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 ========================================= =================== ================ ===================== ===================
- --------------- (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. 2 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. 3 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. - ------------ * 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. 4 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 ------------------------------------ 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) 5 /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 - --------------------------- Robert Cawthorn /s/ Stephen D. Chubb Director - --------------------------- Stephen D. Chubb /s/ George E. Massaro Director - --------------------------- George E. Massaro /s/ George M. Milne Director - --------------------------- George M. Milne /s/ Douglas E. Rogers Director - --------------------------- Douglas E. Rogers /s/ Samuel O. Thier Director - --------------------------- Samuel O. Thier /s/ William H. Waltrip Director - --------------------------- William H. Waltrip 6 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. - ------------ * 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. 7 EX-5.1 3 a2112474zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 [CHARLES RIVER LABORATORIES LOGO] June 2, 2003 Securities and Exchange Commission 450 Fifth Street Washington, D.C. 20549 Ladies and Gentlemen: I am Senior Vice President, Corporate Development, General Counsel and Secretary of Charles River 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, relating to the issuance of an additional 2,500,000 shares of the Company's common stock, par value $.01 (the "Shares"), in connection with the Charles River International, Inc. 2000 Incentive Plan, as amended (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. 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, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of the opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dennis R. Shaughnessy Dennis R. Shaughnessy, Esq. Senior Vice President, Corporate Development, General Counsel and Secretary 251 Ballardvale Street, Wilmiington, MA 01887 - 978.658.6000 - FAX: 978.658.7132 - www.criver.com EX-23.2 4 a2112474zex-23_2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 2003 relating to the financial statements and financial statement schedules of Charles River Laboratories International, Inc., which appears in Charles River Laboratories International, Inc.'s Annual Report on Form 10-K for the year ended December 28, 2002. PricewaterhouseCoopers LLP Boston, Massachusetts June 2, 2003 -----END PRIVACY-ENHANCED MESSAGE-----