0001193125-13-140552.txt : 20130403 0001193125-13-140552.hdr.sgml : 20130403 20130403170844 ACCESSION NUMBER: 0001193125-13-140552 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONIAN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001138541 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35859 FILM NUMBER: 13740460 BUSINESS ADDRESS: STREET 1: 1545 N MILLS AVE CITY: CLAREMONT STATE: CA ZIP: 91711 BUSINESS PHONE: 9096078838 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCREEN INC CENTRAL INDEX KEY: 0001317175 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35861 FILM NUMBER: 13740462 BUSINESS ADDRESS: STREET 1: 7500 WEST 110TH STREET, SUITE 500 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 913-327-5915 MAIL ADDRESS: STREET 1: 7500 WEST 110TH STREET, SUITE 500 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avee Laboratories Inc. CENTRAL INDEX KEY: 0001569934 IRS NUMBER: 263693303 STATE OF INCORPORATION: FL FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35862 FILM NUMBER: 13740463 BUSINESS ADDRESS: STREET 1: 14440 MYERLAKE CIRCLE CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: (724) 474-0600 MAIL ADDRESS: STREET 1: 14440 MYERLAKE CIRCLE CITY: CLEARWATER STATE: FL ZIP: 33760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alere Wellogic, LLC CENTRAL INDEX KEY: 0001569936 IRS NUMBER: 454003108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35864 FILM NUMBER: 13740465 BUSINESS ADDRESS: STREET 1: 51 SAWYER ROAD, SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 855-935-5644 MAIL ADDRESS: STREET 1: 51 SAWYER ROAD, SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alere Informatics, Inc CENTRAL INDEX KEY: 0001569937 IRS NUMBER: 541708417 STATE OF INCORPORATION: VA FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35855 FILM NUMBER: 13740456 BUSINESS ADDRESS: STREET 1: 2000 HOLIDAY DRIVE, #500 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22901 BUSINESS PHONE: 434-971-7953 MAIL ADDRESS: STREET 1: 2000 HOLIDAY DRIVE, #500 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Standing Stone, Inc. CENTRAL INDEX KEY: 0001569945 IRS NUMBER: 061575899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35856 FILM NUMBER: 13740457 BUSINESS ADDRESS: STREET 1: 49 RICHMONDVILLE AVE, SUITE 307 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (800) 648-9877 MAIL ADDRESS: STREET 1: 49 RICHMONDVILLE AVE, SUITE 307 CITY: WESTPORT STATE: CT ZIP: 06880 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Screen Tox, Inc. CENTRAL INDEX KEY: 0001571770 IRS NUMBER: 263247189 STATE OF INCORPORATION: FL FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35857 FILM NUMBER: 13740458 BUSINESS ADDRESS: STREET 1: 14440 MYERLAKE CIRCLE CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: 877-548-0736 MAIL ADDRESS: STREET 1: 14440 MYERLAKE CIRCLE CITY: CLEARWATER STATE: FL ZIP: 33760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATS Laboratories, Inc. CENTRAL INDEX KEY: 0001571773 IRS NUMBER: 453168051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35863 FILM NUMBER: 13740464 BUSINESS ADDRESS: STREET 1: 51 SAWYER ROAD, SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 781-647-3900 MAIL ADDRESS: STREET 1: 51 SAWYER ROAD, SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Analytical Development, LLC CENTRAL INDEX KEY: 0001571788 IRS NUMBER: 272047994 STATE OF INCORPORATION: FL FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35860 FILM NUMBER: 13740461 BUSINESS ADDRESS: STREET 1: 5990 142ND AVE CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: (727)530-9996 MAIL ADDRESS: STREET 1: 14440 MYERLAKE CIRCLE CITY: CLEARWATER STATE: FL ZIP: 33760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pembrooke Occupational Health, Inc. CENTRAL INDEX KEY: 0001571789 IRS NUMBER: 541522061 STATE OF INCORPORATION: VA FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35858 FILM NUMBER: 13740459 BUSINESS ADDRESS: STREET 1: 2305 N. PARHAM ROAD CITY: RICHMOND STATE: VA ZIP: 23229 BUSINESS PHONE: (804) 349-1010 MAIL ADDRESS: STREET 1: 2305 N. PARHAM ROAD CITY: RICHMOND STATE: VA ZIP: 23229 8-A12B 1 d514468d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

ALERE INFORMATICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   54-1708417

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

ALERE WELLOGIC, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   45-4003108

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

ATS LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   45-3168051

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

AVEE LABORATORIES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   26-3693303

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

ESCREEN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-4810460

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

GLOBAL ANALYTICAL DEVELOPMENT LLC

(Exact name of registrant as specified in its charter)

 

 

 

Florida   27-2047994

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

IONIAN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   91-2089242

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

PEMBROOKE OCCUPATIONAL

HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   54-1522061

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

SCREEN TOX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   26-3247189

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

STANDING STONE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   06-1575899

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

51 Sawyer Road, Suite 200

Waltham, MA

   02453
(Address of principal executive offices)   (Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Guarantee of 9.00% Senior Subordinated

Notes due 2016 of Alere Inc.

   New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates:                     

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

Explanatory Note

On May 12, 2009, Alere Inc. (formerly known as Inverness Medical Innovations, Inc.), a Delaware corporation (“Alere”), issued its 9.00% senior subordinated notes due 2016 (the “Notes”), which were guaranteed (the “Guarantees”) by certain of its wholly owned subsidiaries (the “Original Guarantors”) pursuant to an indenture dated May 12, 2009 between Alere and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated May 12, 2009 among Alere, the Trustee and the Original Guarantors, as further supplemented by a second supplemental indenture dated June 9, 2009 among Alere, the Trustee, the existing subsidiary guarantors named therein (the “Guarantors”) and Alere of New York, Inc. (formerly known as Matria of New York, Inc.), a wholly owned subsidiary of Alere (“Alere of New York”), as a Guarantor, as further supplemented by a third supplemental indenture dated August 4, 2009 among Alere, the Trustee, the existing Guarantors named therein, GeneCare Medical Genetics Center, Inc., a wholly owned subsidiary of Alere (“GeneCare”), and Alere CDM LLC, a wholly owned subsidiary of Alere (“Alere CDM”), collectively as Guarantors, as further supplemented by a fourth supplemental indenture dated September 22, 2009 among Alere, the Trustee, the existing Guarantors named therein and ZyCare, Inc., a wholly owned subsidiary of Alere (“ZyCare”), as a Guarantor, as further supplemented by a fifth supplemental indenture dated November 25, 2009 among Alere, the Trustee, the existing Guarantors named therein, Alere Wellbeing, Inc. (formerly known as Free & Clear, Inc.), a wholly owned subsidiary of Alere (“Wellbeing”), and Alere Home Monitoring, Inc. (formerly Tapestry Medical, Inc.), a wholly owned subsidiary of Alere (“Home Monitoring”), collectively as Guarantors, as further supplemented by a sixth supplemental indenture dated February 1, 2010 among Alere, the Trustee, the existing Guarantors named therein and RMD Networks, Inc., a wholly owned subsidiary of Alere (“RMD”), as a Guarantor, as further supplemented by a seventh supplemental indenture dated March 1, 2010 among Alere, the Trustee, the existing Guarantors named therein, Laboratory Specialists of America, Inc., a wholly owned subsidiary of Alere (“LSA”), Alere Toxicology Services, Inc. (formerly known as Kroll Laboratory Specialists, Inc.), a wholly owned subsidiary of Alere (“Toxicology”), and Scientific Testing Laboratories, Inc., a wholly owned subsidiary of Alere (“STL”), collectively as Guarantors, as further supplemented by an eighth supplemental indenture dated March 19, 2010 among Alere, the Trustee, the existing Guarantors named therein, Binax, Inc. (formerly known as New Binax, Inc.), a wholly owned subsidiary of Alere (“Binax”), Biosite Incorporated (formerly known as New Biosite Incorporated), a wholly owned subsidiary of Alere (“Biosite”), Alere NewCo, Inc., a wholly owned subsidiary of Alere (“NewCo”), and Alere NewCo II, Inc., a wholly owned subsidiary of Alere (“NewCo II”), collectively as Guarantors, as further supplemented by a tenth supplemental indenture dated June 16, 2011 among Alere, the Trustee and the existing Guarantors named therein, and as further supplemented by a twelfth supplemental indenture dated June 16, 2011 among Alere, the trustee and the existing Guarantors named therein (together, the “Indenture”). The Notes, the Guarantees, the Guarantee of Alere of New York (the “Alere of New York Guarantee”), the Guarantee of GeneCare (the “GeneCare Guarantee”), the Guarantee of Alere CDM (the “Alere CDM Guarantee”), the Guarantee of ZyCare (the “ZyCare Guarantee”), the Guarantee of Wellbeing (the “Wellbeing Guarantee”), the Guarantee of Home Monitoring (the “Home Monitoring Guarantee”), the Guarantee of RMD (the “RMD Guarantee”), the Guarantee of LSA (the “LSA Guarantee”), the Guarantee of Toxicology (the “Toxicology Guarantee”), the Guarantee of STL (the “STL Guarantee”), the Guarantee of Binax (the “Binax Guarantee”), the Guarantee of Biosite (the “Biosite Guarantee”), the Guarantee of NewCo (the “NewCo Guarantee”), and the Guarantee of NewCo II (the “NewCo II Guarantee”) are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), pursuant to a registration statement on Form 8-A filed on May 12, 2009, with respect to the Notes and the Guarantees, a registration statement on Form 8-A filed on June 9, 2009, with respect to the Alere of New York Guarantee, a registration statement on Form 8-A filed on August 4, 2009, with respect to the GeneCare Guarantee and the Alere CDM Guarantee, a registration statement on Form 8-A filed on September 24, 2009 with respect to the ZyCare Guarantee, a registration statement on Form 8-A filed on November 25, 2009 with respect to the Wellbeing Guarantee and the Home Monitoring Guarantee, a registration statement on Form 8-A filed on February 1, 2010 with respect to the RMD Guarantee, a registration statement on Form 8-A filed on March 2, 2010 with respect to the LSA Guarantee, the Toxicology Guarantee and the STL Guarantee, and a registration statement on Form 8-A filed on March 19, 2010 with respect to the Binax Guarantee, the Biosite Guarantee, the NewCo Guarantee and the NewCo II Guarantee. The terms of the Indenture provide that certain subsidiaries of Alere must become guarantors of the Notes. On April 3, 2013, Alere, the Trustee, the existing Guarantors named in the Indenture and the registrants, each a wholly owned subsidiary of Alere, entered into a fourteenth supplemental indenture whereby the registrants agreed to guarantee the obligations of Alere under the Notes on the same basis as the other Original Guarantors, Alere of New York, GeneCare, Alere CDM, ZyCare, Wellbeing, Home Monitoring, RMD, LSA, Toxicology, STL, Binax, Biosite, NewCo and NewCo II. This registration statement on Form 8-A is being filed by each of the registrants in order to register its Guarantee under Section 12(b) of the Exchange Act to the same extent as the Original Guarantors, Alere of New York, GeneCare, Alere CDM, ZyCare, Wellbeing, Home Monitoring, RMD, LSA, Toxicology, STL, Binax, Biosite, NewCo and NewCo II.

 

Item 1. Description of Registrants’ Securities to be Registered.

The description of the registrants’ Guarantees is set forth under the section captioned “Description of Debt Securities and Subsidiary Guarantees We May Offer” in the prospectus dated May 1, 2009 filed by Alere and the Original Guarantors on May 4, 2009 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is a part of the registration statement on Form S-3 (No. 333-158542) filed by Alere, the Original Guarantors and Alere of New York, as supplemented by (a) the section captioned “Description of Notes” in the prospectus supplement dated May 7, 2009 filed by Alere and the Original Guarantors on May 8, 2009 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (b) the description of certain amendments and waivers with respect to the Notes and the Guarantees described in Item 1.01 of Alere’s Current Report on Form 8-K, filed on June 22, 2011 (the “Current Report”), all of which descriptions are incorporated by reference into this registration statement and deemed to be a part hereof.

The amendments and waivers described in the Current Report were effected pursuant to a tenth supplemental indenture dated as of June 16, 2011 by and among Alere, the Trustee and the existing Guarantors named therein (the “Tenth Supplemental Indenture”) and a twelfth supplemental indenture dated as of June 16, 2011 by and among Alere, the Trustee and the existing Guarantors named therein (the “Twelfth Supplemental Indenture”), which are incorporated by reference as exhibits to this registration statement.

Item 2. Exhibits.

 

4.1    Indenture dated May 12, 2009 among the Alere Inc., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Alere’s Current Report on Form 8-K dated May 12, 2009)
4.2    Supplemental Indenture dated May 12, 2009 among Alere Inc., as issuer, the co-registrant guarantor subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Alere’s Current Report on Form 8-K dated May 12, 2009)
4.3    Form of 9.00% Senior Subordinated Note due 2016 of Alere Inc. (included in Exhibit 4.2 above)
4.4    Second Supplemental Indenture dated as of June 9, 2009 among Alere Inc., as issuer, Matria of New York, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to Matria of New York’s Registration Statement on Form 8-A dated June 9, 2009)
4.5    Third Supplemental Indenture dated as of August 4, 2009 among Alere Inc., as issuer, GeneCare Medical Genetics Center, Inc. and Alere CDM LLC, collectively as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to GeneCare Medical Genetics Center, Inc. and Alere CDM LLC’s Registration Statement on Form 8-A dated August 4, 2009)
4.6    Fourth Supplemental Indenture dated as of September 22, 2009 among Alere Inc., as issuer, ZyCare, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to ZyCare, Inc.’s Registration Statement on Form 8-A dated September 24, 2009)
4.7    Fifth Supplemental Indenture dated as of November 25, 2009 among Alere Inc., as issuer, Free & Clear, Inc. and Tapestry Medical, Inc., collectively as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.7 to Free & Clear, Inc. and Tapestry Medical, Inc.’s Registration Statement on Form 8-A dated November 25, 2009)
4.8    Sixth Supplemental indenture dated as of February 1, 2010 among Alere Inc., as issuer, RMD Networks, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.8 to RMD Networks, Inc.’s Registration Statement on Form 8-A dated February 1, 2010)
4.9    Seventh Supplemental indenture dated as of March 1, 2010 among Alere Inc., as issuer, Laboratory Specialists of America, Inc., Kroll Laboratory Specialists, Inc., and Scientific Testing Laboratories, Inc., collectively as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to Laboratory Specialists of America, Inc., Kroll Laboratory Specialists, Inc., and Scientific Testing Laboratories, Inc.’s Registration Statement on Form 8-A dated March 2, 2010)
4.10    Eighth Supplemental indenture dated as of March 19, 2010 among Alere Inc., as issuer, New Binax, Inc., New Biosite Incorporated, Alere NewCo, Inc., and Alere NewCo II, Inc., collectively as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.10 to New Binax, Inc., New Biosite Incorporated, Alere NewCo, Inc., and Alere NewCo II, Inc.’s Registration Statement on Form 8-A dated March 19, 2010)
4.11    Tenth Supplemental Indenture dated as of June 16, 2011 among Alere Inc., as issuer, the

   subsidiary guarantors party thereto, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Alere’s Current Report on Form 8-K, dated June 16, 2011, filed on June 22, 2011)
4.12    Twelfth Supplemental Indenture dated as of June 16, 2011 among Alere Inc., as issuer, the subsidiary guarantors party thereto, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Alere’s Current Report on Form 8-K, dated June 16, 2011, filed on June 22, 2011)
4.13    Fourteenth Supplemental indenture dated as of April 3, 2013 among Alere Inc., as issuer, Alere Informatics, Inc., Alere Wellogic, LLC, ATS Laboratories, Inc., Avee Laboratories Inc., eScreen, Inc., Global Analytical Development LLC, Ionian Technologies Inc., Pembrooke Occupational Health, Inc., Screen Tox, Inc., and Standing Stone, Inc., collectively as guarantors, and U.S. Bank National Association, as trustee

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ALERE INFORMATICS, INC.
(Registrant)
By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
ALERE WELLOGIC, LLC
(Registrant)
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Treasurer
ATS LABORATORIES INC.
(Registrant)
By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
AVEE LABORATORIES INC.
(Registrant)
By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
ESCREEN, INC.
(Registrant)
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Treasurer

GLOBAL ANALYTICAL DEVELOPMENT LLC
  By:   ATS LABORATORIES, INC., ITS MANAGING MEMBER
    By:  

/s/ Ellen V. Chiniara

      Name:   Ellen V. Chiniara
      Title:   Secretary
IONIAN TECHNOLOGIES INC.
(Registrant)
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Vice President, Finance
PEMBROOKE OCCUPATIONAL HEALTH, INC.
(Registrant)
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Treasurer
SCREEN TOX, INC.
(Registrant)
By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
STANDING STONE, INC.
(Registrant)
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Treasurer

Date: April 3, 2013

EX-4.13 2 d514468dex413.htm EX-4.13 EX-4.13

Exhibit 4.13

FOURTEENTH SUPPLEMENTAL INDENTURE

FOURTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3, 2013, among IONIAN TECHNOLOGIES INC., STANDING STONE, INC., AVEE LABORATORIES INC., ALERE INFORMATICS, INC., ALERE WELLOGIC, LLC, ESCREEN, INC., ATS LABORATORIES, INC., SCREEN TOX, INC., GLOBAL ANALYTICAL DEVELOPMENT LLC, AND PEMBROOKE OCCUPATIONAL HEALTH, INC. (collectively, the “New Guarantors”), which are Subsidiaries of Alere Inc. (or its successor) (the “Issuer”), ALERE INC., a Delaware corporation, each of the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as of May 12, 2009, as amended, supplemented and modified by a First Supplemental Indenture dated as of May 12, 2009, a Second Supplemental Indenture dated as of June 9, 2009, a Third Supplemental Indenture dated as of August 4, 2009, a Fourth Supplemental Indenture dated as of September 22, 2009, a Fifth Supplemental Indenture dated as of November 25, 2009, a Sixth Supplemental Indenture dated as of February 1, 2010, a Seventh Supplemental Indenture dated as of March 1, 2010, an Eighth Supplemental Indenture dates as of March 19, 2010, a Tenth Supplemental Indenture dated as of June 16, 2011, and a Twelfth Supplemental Indenture dated as of June 16, 2011 (as so amended, supplemented and modified, and as further amended, supplemented or modified to date, the “Indenture”), by and among the Issuer, the Existing Guarantors and the Trustee, providing for the issuance of 9.00% Senior Subordinated Notes due 2016 (the “Notes”);

WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Issuer is required to cause each of the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes pursuant to a guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the New Guarantors, the Trustee, the Issuer and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

SECTION 2. Agreement to Guarantee. Each of the New Guarantors hereby unconditionally and irrevocably agrees, jointly and severally with all other Guarantors, to

guarantee the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article Eleven of the Indenture and to be bound by all other applicable provisions of the Indenture.

SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature Page Follows]

 

- 2 -

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

NEW GUARANTORS:
IONIAN TECHNOLOGIES INC.
STANDING STONE, INC.
AVEE LABORATORIES INC.
ALERE INFORMATICS, INC.
ALERE WELLOGIC, LLC
ESCREEN, INC.
ATS LABORATORIES, INC.
SCREEN TOX, INC.
PEMBROOKE OCCUPATIONAL HEALTH, INC., as New Guarantors
By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
GLOBAL ANALYTICAL DEVELOPMENT LLC, as a New Guarantor
  By: ATS LABORATORIES, INC., ITS MANAGING MEMBER
  By:  

/s/ Ellen V. Chiniara

  Name:   Ellen V. Chiniara
  Title:   Secretary
ALERE INC.
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
  Title:   Chief Financial Officer and Treasurer

 

Signature Page to Fourteenth Supplemental Indenture

EXISTING GUARANTORS:
ALERE HEALTH, LLC
ALERE HEALTHCARE OF ILLINOIS, INC.
ALERE HEALTH IMPROVEMENT COMPANY
ALERE HOME MONITORING, INC.
ALERE INTERNATIONAL HOLDING CORP.
ALERE NEWCO, INC.
ALERE NEWCO II, INC.
ALERE NORTH AMERICA, INC.
ALERE OF NEW YORK, INC.
ALERE SAN DIEGO, INC.
ALERE SCARBOROUGH, INC.
ALERE US HOLDINGS, LLC
ALERE WELLBEING
ALERE WELLOLOGY, INC.
ALERE WOMEN’S AND CHILDREN’S HEALTH, LLC
AMEDITECH INC.
BINAX, INC.
BIOSITE INCORPORATED
FIRST CHECK DIAGNOSTICS CORP.
FIRST CHECK ECOM, INC.
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
 

Title (respectively): Vice President and Treasurer; Vice President, Finance and Treasurer; Vice President and Treasurer; Vice President, Finance; President; President; President; Vice President, Finance; Vice President, Finance; Vice President, Finance; Vice President, Finance; President; Vice President, Finance and Treasurer; Vice President and Treasurer; Vice President, Finance; Chief Financial Officer; Vice President, Finance; Vice President, Finance; Vice President, Finance; Vice President, Finance

 

Signature Page to Fourteenth Supplemental Indenture

EXISTING GUARANTORS (continued):
INNOVACON, INC.
INSTANT TECHNOLOGIES, INC.
INVERNESS MEDICAL, LLC
IVC INDUSTRIES, INC.
QUALITY ASSURED SERVICES, INC.
REDWOOD TOXICOLOGY LABORATORY, INC.
RMD NETWORKS, INC.
RTL HOLDINGS, INC.
SELFCARE TECHNOLOGY, INC.
ZYCARE, INC.
By:  

/s/ David A. Teitel

  Name:   David A. Teitel
 

Title (respectively): Vice President, Finance; Vice President, Finance; Vice President, Finance; President; Vice President, Finance; Vice President, Finance; Vice President, Finance and Treasurer; Vice President, Finance; Vice President, Finance; Chief Financial Officer and Treasurer

 

Signature Page to Fourteenth Supplemental Indenture

EXISTING GUARANTORS (continued):
ALERE TOXICOLOY SERVICES, INC.
LABORATORY SPECIALISTS OF AMERICA, INC.
By:  

/s/ Jay McNamara

  Name:   Jay McNamara
  Title:   Assistant Secretary

 

Signature Page to Fourteenth Supplemental Indenture

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:  

/s/ Thomas E. Tabor

  Name: Thomas E. Tabor
  Title: Vice President

 

Signature Page to Fourteenth Supplemental Indenture