-----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, SYOHEoJjPK4KLtAJStXGoSSHyCaYuT7tq5gpqDW7oTHTaOshlXU1Bs56+mA1cNXX ssB5bwVd9izWI/GGkq8J8Q== 0001193125-09-235437.txt : 20091116 0001193125-09-235437.hdr.sgml : 20091116 20091116140619 ACCESSION NUMBER: 0001193125-09-235437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 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: 091185528 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) November 16, 2009

 

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

MICHIGAN   0-17988   38-2367843

 

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 November 16, 2009, Neogen Corporation issued a press release announcing that the Board of Directors has approved a 3-for-2 stock split. 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

(d) Exhibits

 

  99.1 Neogen Corporation Press Release dated November 16, 2009


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: November 16, 2009    
        /S/    RICHARD R. CURRENT        
    Richard R. Current
    Vice President & CFO
EX-99.1 2 dex991.htm NEOGEN CORPORATION PRESS RELEASE Neogen Corporation Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

CONTACT:   

Richard Current

Neogen VP & CFO

517/372-9200

Neogen announces 3-for-2 stock split

LANSING, Mich., Nov. 16, 2009 — Neogen Corporation (NASDAQ: NEOG) today announced that its Board of Directors has approved a 3-for-2 stock split. With the split, shareholders of record on Nov. 30, 2009, will receive one additional share of stock for each two shares held.

The stock split will be effected in the form of a stock dividend that will be paid in newly issued common stock on Dec. 15, 2009. As of today, Neogen has approximately 15,000,000 shares of common stock outstanding. After the stock split, the company will have approximately 22,500,000 shares of common stock outstanding. This is the third stock dividend declared by the company. The most recent was a 3-for-2 split in September 2007.

“We are very pleased to be able to enhance the availability and liquidity of our shares to allow more participation in Neogen’s success, while at the same time rewarding our large number of loyal long-term investors,” said James Herbert, Neogen’s chief executive officer and chairman. “This stock split reflects our Board’s strong belief in Neogen’s long-term growth, and recognizes a doubling of our stock price during the past year.”

All fractional shares resulting from the dividend will be exchanged for cash at the fair market value of Neogen’s common stock based on the closing sales price per share on Nov. 30, 2009, as reported on the NASDAQ National Market System.

Stockholders contemplating a transaction of Neogen stock between the record date and payment date should consult a broker regarding entitlement to the dividend shares.

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.

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