-----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, SftUyPabk7+6ObwKFlfhlGJN+dzaW/v5WqkJZR1fLYvbVivOpm3YxwbAu4zL/NgF 6FVNsb781tgZAKXgjXxxTQ== 0001193125-08-144834.txt : 20080701 0001193125-08-144834.hdr.sgml : 20080701 20080701130920 ACCESSION NUMBER: 0001193125-08-144834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080701 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080701 DATE AS OF CHANGE: 20080701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGEN CORP CENTRAL INDEX KEY: 0000711377 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 382367843 STATE OF INCORPORATION: MI FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17988 FILM NUMBER: 08928756 BUSINESS ADDRESS: STREET 1: 620 LESHER PLACE CITY: LANSING STATE: MI ZIP: 48912 BUSINESS PHONE: 5173729200 MAIL ADDRESS: STREET 1: 620 LESHER PLACE CITY: LANSING STATE: MI ZIP: 48912 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 1, 2008

 

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

MICHIGAN   0-17988   38-2367843

(State or other jurisdiction

Of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

620 Lesher Place Lansing, Michigan   48912
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 517-372-9200

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets

On July 1, 2008 Neogen Corporation (Neogen) issued a press release announcing that on June 30, 2008 it had purchased a product line used in animal health hygiene applications from DuPont Animal Health Solutions (DuPont). Assets acquired include 14 different product formulations along with manufacturing process know how and associated registration information. Neogen expects to integrate the new products with its Animal Safety division. There was no prior relationship between DuPont and Neogen.

Consideration for the purchase, which was determined through arms length negotiations and subject to certain additional post closing adjustments and accruals for transaction costs, was not immediately disclosed. The source of the consideration was Neogen Corporation cash balances.

As product registrations in each market segment and country or locality are completed Neogen will begin to more actively integrate the products into its existing operations. Until that time, DuPont will continue to provide manufacturing and fulfillment functions for the products. Completion of all registration transfers may take up to 12 months.

A copy of the press release is attached as Exhibit 99.1 to this report.

 

ITEM 9.01. Financial Statement and Exhibits

(a) Financial statements and pro forma financial statements of the businesses acquired are inapplicable and, therefore, have been omitted.

(b) Exhibit 99.1—Press Release dated July 1, 2008 announcing Neogen Corporation’s acquisition of product line from DuPont Animal Health Solutions.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NEOGEN CORPORATION
    (Registrant)
Date: July 1, 2008    
   

/s/ Richard R. Current

    Richard R. Current
    Vice President & CFO
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

CONTACT:   Richard R. Current
  VP & Chief Financial Officer
  517/372-9200

Neogen acquires product line from DuPont Animal Health Solutions

LANSING, Mich., July 1, 2008 — Neogen Corporation (Nasdaq: NEOG) announced today that it has acquired a product line used in animal health and hygiene applications from DuPont Animal Health Solutions (DAHS). The asset purchase includes 14 different product formulations, along with manufacturing process know-how and associated registration information. The purchase price and terms were not disclosed.

The addition of these products to Neogen’s Animal Safety group adds to the company’s strategy of providing biosecurity solutions in the farm production markets. The products also have the potential for use in the veterinary clinic market to maintain sanitary conditions and limit the potential hazards of bacteria, fungi, and viruses. In addition to the asset sale, Neogen also will be able to distribute other DAHS products in North America.

“As pork, turkey, chicken, and dairy production units have become larger throughout the world, the challenges of bacteria and viruses have also become more critical,” said James Herbert, Neogen’s chief executive officer. “This group of products, with its time-tested chemistries that are accepted as effective disinfectants and cleaners worldwide, allows Neogen to expand its offering to animal producers and veterinary clinics. In many cases, the products will be companions to Neogen’s rodenticide products that control rats and mice that act as disease vectors.”

Neogen expects revenues from the acquired products and distribution of other DAHS products to exceed $7 million in its current fiscal year, which began on June 1.

Neogen Corporation develops and markets products dedicated to food and animal safety. The company’s Animal Safety Division markets a complete line of diagnostics, veterinary instruments, veterinary pharmaceuticals, nutritional supplements, disinfectants, and rodenticides. Neogen’s Food Safety Division markets dehydrated culture media, and diagnostic test kits to detect foodborne bacteria, natural toxins, genetic modifications, food allergens, drug residues, plant diseases and sanitation concerns.

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