0001193125-13-391451.txt : 20131004 0001193125-13-391451.hdr.sgml : 20131004 20131004144932 ACCESSION NUMBER: 0001193125-13-391451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131003 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131004 DATE AS OF CHANGE: 20131004 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: 131136453 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 d608177d8k.htm 8-K 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) October 3, 2013

 

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

MICHIGAN   0-17988   38-2367843
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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 October 3, 2013, 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 October 3, 2013

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: October 4, 2013       /s/ Steven J. Quinlan
      Steven J. Quinlan
      Vice President & CFO
 EX-99.1 2 d608177dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

CONTACT:    Steven J. Quinlan
   Neogen VP & CFO
   517/372-9200

Neogen announces 3-for-2 stock split

LANSING, Mich., Oct. 3, 2013 — Neogen Corporation (NASDAQ: NEOG) today announced that its Board of Directors has approved a three-for-two stock split. With the split, shareholders of record on Oct. 15, 2013, 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 Oct. 30, 2013, to shareholders of record as of the close of business on Oct. 15, 2013. As of today, Neogen has approximately 24,300,000 shares of common stock outstanding. After the split, the company will have approximately 36,450,000 shares of common stock outstanding. This is the fourth stock dividend declared by the company. The most recent was a three-for-two split in December 2009.

“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 the stock price has increased 50% during the past year.”

All fractional shares resulting from the dividend will be exchanged for cash at the post-split fair market value of Neogen’s common stock, based on the closing sales price per share on Oct. 15, 2013, as reported on the NASDAQ National Market System.

Shareholders contemplating a transaction of Neogen stock between the record date and payment date should consult a broker regarding their 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, food allergens, drug residues, plant diseases and sanitation concerns. Neogen’s Animal Safety Division is a leader in the development of animal genomics along with the manufacturing and distribution of a variety of animal healthcare products, including diagnostics, pharmaceuticals, veterinary instruments, wound care and disinfectants.

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