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) December 11, 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 8.01. Other Events

On December 11, 2008 Neogen Corporation (Neogen) issued a press release announcing that its Board of Directors authorized the repurchase of up to 500,000 shares of company stock.

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: None.

(b) Proforma financial information: None.

(c) Shell Company transactions: None.

(d) Exhibit 99.1—Press Release of Neogen Corporation dated December 11, 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: December 12, 2008
	/s/ Richard R. Current
	Richard R. Current
	Vice President & CFO

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Richard Current
	Neogen Chief Financial Officer
	517/372-9200

Neogen announces new share repurchase program

LANSING, Mich., Dec. 11, 2008 — Neogen Corporation (NASDAQ: NEOG) announced today that its Board of Directors has initiated a new share repurchase program to purchase up to 500,000 shares of the company’s common stock. In a joint move, the Board rescinded the previous stock repurchase program first approved in 1999.

The shares will be repurchased on the open market or in negotiated transactions, depending on market conditions and other factors. Accordingly, there is no guarantee as to the exact number of shares to be repurchased. Shares repurchased under the program will be retired. Currently, there are approximately 14,700,000 outstanding shares of Neogen common stock.

“Management and the Board of Directors believe that the company’s shares are undervalued from time to time — and especially so in the very unusual market conditions that we have seen recently,” said James Herbert, Neogen’s CEO. “We see no fundamental reason for our stock to be at its current value. The repurchase program does not mean that we are discontinuing our strategy of using cash and borrowing power for synergistic acquisitions. This is one of several management initiatives aimed at increasing shareholder value.”

Neogen last repurchased shares of its common stock in its 2003 fiscal year. Of the more than 1.2 million shares authorized for repurchase under the 1999 plan, the company repurchased approximately 875,000 shares.

“The share repurchase program reflects the Board’s confidence in Neogen’s long-term growth prospects,” said Lon Bohannon, Neogen’s president. “Our management also remains enthusiastic about the company’s continued substantial opportunities for increased sales in markets dedicated to food and animal safety.”

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.

###