S-8 1 forms-85824.htm S-8 Document

As filed with the Securities and Exchange Commission on May 8, 2024
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIO-RAD LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware 94-1381833
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
1000 Alfred Nobel Drive
Hercules, CA
94547
(Address of Principal Executive Offices)(Zip Code)
 
 
BIO-RAD LABORATORIES, INC. 2017 INCENTIVE AWARD PLAN, AS AMENDED
(Full title of the plans)
 
Courtney C. Enloe
Executive Vice President, General Counsel and Secretary
BIO-RAD LABORATORIES, INC.
1000 Alfred Nobel Drive
Hercules, CA 94547
(510) 724-7000
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
 
Copies to:
Tad J. Freese
Richard Kim
Maj Vaseghi
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
  
 





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☒  Accelerated filer ☐
Non-accelerated filer ☐   Smaller reporting company ☐
   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
 
 




EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Bio-Rad Laboratories, Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that have become or may become available for issuance under the Registrant’s 2017 Incentive Award Plan (as amended from time to time, the “2017 Plan”) pursuant to the provisions of the 2017 Plan as a result of the forfeiture of awards. The Registrant is hereby registering an additional 700,000 shares of its Class A Common Stock issuable under the 2017 Plan. These additional shares of Class A Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 relating to the same benefit plan was filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2017 (File No. 333-220219).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
    The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
    The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement to the extent not replaced hereby:
 
(a)
The contents of the Registrant’s earlier Registration Statement on Form S-8 relating to the 2017 Plan (File No. 333-220219) filed with the SEC on August 29, 2017;
 (b)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 16, 2024, which contains audited financial statements for the Registrant’s latest fiscal year;
(c)
The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2024;
(c)
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 8, 2024;
(c)
The Registrant’s Current Reports on Form 8-K filed with the SEC on February 14, 2024, March 20, 2024, April 10, 2024 and April 26, 2024 (other than Item 7.01 and Exhibit 99.1); and
(d)
The description of the Registrant’s Class A Common Stock and Class B Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 22, 2008, including any amendments or reports filed for the purpose of updating such description.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares 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 the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
    Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.

Exhibit
Number
    Incorporated by Reference  
Filed
Herewith
 Exhibit Description  Form  Filing Date  Number  
  4.110-K  02/28/11  3.1
  4.2   10-K  02/28/11  3.1.1  
  4.3   8-K  10/27/17  3.1  
  4.4   10-K  03/02/20  4.1  
  5.1         X
 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).         X
 23.2         X
 24.1         X
 99.1#  8-K04/26/2410.1
 107.1X
#Indicates management contract or compensatory plan.



SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Hercules, State of California, on this 8th day of May, 2024.
BIO-RAD LABORATORIES, INC.
By:/s/ Norman Schwartz
   Norman Schwartz
Chairman of the Board, President and
Chief Executive Officer






POWER OF ATTORNEY
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Courtney C. Enloe and Roop K. Lakkaraju, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SignatureTitleDate
/s/ Norman SchwartzChairman of the Board, President andMay 8. 2024
Norman SchwartzChief Executive Officer
(Principal Executive Officer)
/s/ Roop K. LakkarajuChief Financial OfficerMay 8. 2024
Roop K. Lakkaraju(Principal Financial Officer and
Principal Accounting Officer)
/s/ Jeffrey L. EdwardsDirectorMay 8. 2024
Jeffrey L. Edwards
/s/ Gregory K. HinckleyDirectorMay 8. 2024
Gregory K. Hinckley
/s/ Melinda LitherlandDirectorMay 8. 2024
Melinda Litherland
/s/ Arnold A. PinkstonDirectorMay 8. 2024
Arnold A. Pinkston
/s/ Allison SchwartzDirectorMay 8. 2024
Allison Schwartz