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 22, 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 2.02 Results of Operations and Financial Condition

On July 22, 2008, Neogen Corporation issued a press release announcing results of operations for the fiscal quarter and year ended May 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated July 22, 2008

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 23, 2008
	/s/ Richard R. Current
	Richard R. Current
	Vice President & CFO

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Richard R. Current, Vice President & CFO
	517/372-9200

Neogen reports record fourth quarter and year-end results

LANSING, Mich., July 22, 2008 – Neogen Corporation (NASDAQ: NEOG) today announced a 19% increase in revenues for its 2008 fiscal year, which ended May 31, and a continuation of the company’s outstanding record of profitability. Neogen’s net income increased 33% overall for FY 2008.

Neogen’s revenues surpassed $100 million for the first time in its history in FY 2008, coming in at $102,418,000, up from $86,138,000 in the company’s previous fiscal year. Net income per share was $0.81 in FY 2008, compared to $0.64 in the prior year. Both revenues and earnings for the 2008 fiscal year established new all-time highs for the 26-year-old company.

Neogen’s fourth quarter revenues increased 20% on a year-to-year comparison to $27,119,000. Quarterly net income per share was $0.21 for the final FY 2008 three-month period. In the prior year, the company’s fourth quarter revenues were $22,675,000 and net income was $0.16 per share. Neogen’s fourth quarter was the 61st consecutive profitable quarter from operations for the company, and the 65th quarter of the past 70 quarters to show increased revenues as compared with the previous year.

“The exceptional results that we are reporting today clearly indicate again that our mission of providing food and animal safety solutions is a sustainable strategy,” said James Herbert, Neogen’s chief executive officer and chairman. “Neogen is uniquely positioned to grow and prosper by helping the world’s food producers and processors meet the ever-increasing challenges—whether inside the farm gate, or anywhere throughout the processing and distribution activities.”

For the fourth quarter, operating income increased 46% to $4,693,000, and for the company’s 2008 fiscal year, Neogen’s operating income improved 33% to $18,019,000. Expressed as a percentage of revenues, operating income for FY 2008 improved to 17.6% compared to 15.7% in the prior year.

“Operationally, our fourth quarter was a truly extraordinary finish to another exceptional year for Neogen. In several of our divisions, year-end results exceeded what we considered to be optimistic budget projections when we began 2008,” said Lon Bohannon, Neogen’s president and chief operating officer. “More importantly, our outstanding fourth quarter performance and strong balance sheet provide a solid foundation from which to continue our growth momentum in the coming year.”

Neogen’s Food Safety segment led the company’s FY 2008 revenue increase with sales up 23% to $57,664,000. As none of Neogen’s FY 2008 acquisitions involved food safety products, this increase was comprised entirely of organic sales growth.

The company’s Scotland-based Neogen Europe operations experienced another outstanding year, recording four consecutive quarters of organic sales growth of more than 30%. Sales of dehydrated culture media, mycotoxin tests, food allergen diagnostic kits, and AccuPoint ATP sanitation test systems, were particularly strong, achieving overall growth rates ranging from 36% to 55% in FY 2008.

Neogen’s Soleris optical microbial detection technology had its second consecutive strong year under the company’s ownership, with overall organic sales growth of nearly 37%. Sales into the nutraceutical and food safety diagnostic markets were particularly successful, where a significant number of instruments were placed.

Another Food Safety group that had a spectacular year was Neogen’s Acumedia dehydrated culture media subsidiary. Acumedia’s organic sales growth of 52% in the fourth quarter helped generate an overall growth rate of 35% for the year. Sales to international accounts grew by 38% and sales to the traditional market achieved 34% growth.

Neogen’s dairy antibiotics group also had a very strong 2008, with sales up more than 25%. Favorable currency exchange had a positive impact on this business unit, but the company’s international distributor, Denmark-based Chr. Hansen, also contributed strong unit sales growth.

Revenues from the company’s Animal Safety segment grew 14% in the 2008 fiscal year. Successful integration of the Kane and Rivard acquisitions contributed approximately $5.4 million to FY 2008 sales growth. Acquired by Neogen in August 2007, Kane’s products include veterinary gloves, bovine hoofcare, and surgical supplies. In addition to the acquisitions, Animal Safety’s high margin diagnostic product lines achieved organic sales growth of 13% for the year. The launch of a new line of syringes and syringe/needle combos contributed to another year of double-digit organic growth for veterinary instruments.

Neogen’s financial performance continues to garner increased notice in the investment community, as the company was recently selected for the Russell 2000 Index when Russell reconstituted its comprehensive set of U.S. and global equity indexes. The Russell 2000 Index measures the performance of the small-cap segment of the domestic equity universe, and includes approximately 10% of all publicly traded companies in the United States with market capitalization ranging from $167 million to $2.7 billion.

Neogen Corporation develops and markets products dedicated to food and animal safety. The company’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. Neogen’s Animal Safety Division markets a complete line of diagnostics, veterinary instruments, veterinary pharmaceuticals, nutritional supplements, disinfectants, and rodenticides.

Certain portions of this news release that do not relate to historical financial information constitute forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties. Actual future results and trends may differ materially from historical results or those expected depending on a variety of factors listed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s most recently filed Form 10-K.

NEOGEN CORPORATION UNAUDITED SUMMARIZED CONSOLIDATED OPERATING DATA

(In thousands, except for per share and percentages)

	Quarter ended May 31						Year ended May 31
	2008			2007			2008			2007
Revenue
Food Safety	$	15,596		$	12,357		$	57,664		$	46,956
Animal Safety		11,523			10,318			44,754			39,182
Total revenue		27,119			22,675			102,418			86,138
Cost of sales		13,017			11,091			49,185			41,575
Gross margin		14,102			11,584			53,233			44,563
Other expenses
Sales & marketing		5,567			4,946			20,648			18,463
Administrative		3,018			2,785			10,927			9,301
Research & development		824			645			3,639			3,295
Total other expenses		9,409			8,376			35,214			31,059
Operating income		4,693			3,208			18,019			13,504
Other revenue		7			244			479			371
Income before tax		4,700			3,452			18,498			13,875
Income tax		1,525			1,149			6,400			4,750
Net income	$	3,175		$	2,303		$	12,098		$	9,125
Net income per diluted share(1)	$	0.21		$	0.16		$	0.81		$	0.64
Other information:
Shares to calculate per share(1)		14,837			14,350			14,999			14,161
Depreciation & amortization	$	933		$	794		$	3,516		$	2,840
Interest income (expense)		85			150			442			358
Gross margin (% of sales)		52.0	%		51.1	%		52.0	%		51.7	%
Operating income (% of sales)		17.3	%		14.1	%		17.6	%		15.7	%
Revenue increase vs. FY 2007		19.6	%					19.0	%
Net income increase vs. FY 2007		37.9	%					32.6	%

NEOGEN CORPORATION UNAUDITED SUMMARIZED CONSOLIDATED BALANCE SHEET DATA

(In thousands)

	May 31 2008		May 31 2007
Assets
Current assets
Cash & investments	$	14,270	$	13,424
Accounts receivable		19,384		14,914
Inventory		27,799		19,116
Other current assets		4,178		3,644
Total current assets		65,631		51,098
Property & equipment		16,889		16,402
Goodwill & other assets		43,837		37,784
Total assets	$	126,357	$	105,284
Liabilities & Stockholders’ Equity
Current liabilities	$	11,136	$	10,038
Long-term lines of credit		—		—
Other long-term liabilities		3,973		3,301
Stockholders’ equity—shares outstanding 14,518 in 2008 & 14,021 in 2007(1)		111,248		91,945
Total liabilities & stockholders’ equity	$	126,357	$	105,284

⁽¹⁾ Reflects effect of Sept. 4, 2007, 3-for-2 stock split

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