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 8, 2016
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2016, A. Charles Fischer informed the Board of Directors of the Company that he would be resigning from the Board, effective that date, due to health reasons.
Mr. Fischer, 76, has been a member of the Board of Directors since 2006; his term expires at the Company’s annual meeting in 2018. The Company advises that the Board of Directors expects to appoint an interim director to complete Mr. Fischer’s term.
A copy of the press release issued by the Registrant to announce the above is attached to this Current Report as Exhibit 99. This press release is being furnished to, as opposed to filed with, the Securities and Exchange Commission
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99. Press Release issued by the Registrant on December 14, 2016
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 14, 2016 | ||||||
| /s/ Steven J. Quinlan | ||||||
| Steven J. Quinlan | ||||||
| Vice President & CFO | ||||||
Exhibit 99
FOR IMMEDIATE RELEASE
CONTACT: Steven J. Quinlan, Neogen Vice President & CFO
517/372-9200
Fischer resigns as Neogen director
LANSING, Mich., December 14, 2016 — Neogen Corporation (NASDAQ: NEOG) announced today that A. Charles Fischer has resigned as a member of the company’s Board of Directors, effective immediately. Fischer, 74, resigned for health reasons.
Fischer has been a member of the Board of Directors since 2006; his term expires at the company’s annual meeting in 2018. The company advises that the Board of Directors expects to appoint an interim director to complete Fischer’s term.
“Charlie Fischer has brought great vision to the Board and has been a good advisor to me through his years with Neogen,” said James Herbert, Neogen’s chairman and CEO. “Charlie brought a wealth of experience to our Board after concluding a 37 year career at Dow Chemical, from which he retired as President and CEO of Dow AgroSciences in 2004. His experience in agricultural and international markets was invaluable to the company, and we thank him for his service.”
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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