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 17, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2017, Neogen Corporation (the “Registrant”) named John Adent to serve as Chief Executive Officer of the Registrant, replacing James L. Herbert, who remains Executive Chairman of the Board of Directors.
Mr. Adent, age 49, served as the Chief Executive Officer of Patterson Animal Health, a subsidiary of Patterson Companies, Inc., a supplier of products to the animal health market, until July 1, 2017. Prior to joining Patterson Animal Health, he served as President and Chief Executive Officer of Animal Health International, Inc. from 2004 through Patterson Companies, Inc.’s acquisition of Animal Health International, Inc. in 2015.
Mr. Adent will receive an annual base salary of $450,000 and will be eligible for bonuses of up to $450,000 per annum, based on achievement of agreed upon objectives. He was awarded an option to purchase 75,000 shares of the Registrant’s common stock according to the terms of the Registrant’s approved stock option plan on his date of hire at an exercise price equal to the closing price of the stock on that date. In addition to these benefits, Mr. Adent is eligible to receive benefits offered to other executive officers of the Registrant. If the Company dismisses Mr. Adent without cause during the first 12 months of his employment, he will be paid a severance amount of $37,500 per month for a period of up to six months or until such a time as he finds similar alternative employment, whichever period is shorter. Should Mr. Adent be involuntarily terminated following a change in control of the Registrant within the first two years of his employment, he will be paid his full salary plus benefit continuation for a period of 24 months.
A copy of the press release issued by the Registrant to announce the above is attached to this Current Report as Exhibit 99.1. 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 99.1 | Press Release issued by the Registrant on July 17, 2017 |
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 17, 2017 | ||||||
| /s/ Steven J. Quinlan | ||||||
| Steven J. Quinlan | ||||||
| Vice President & CFO | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Steven J. Quinlan, Vice President and CFO |
| 517/372-9200 |
Neogen names new CEO
LANSING, Mich., July 17, 2017 — Neogen Corporation (NASDAQ: NEOG) announced today the company has named John Adent as chief executive officer, effective immediately. James Herbert, the company’s founder and former CEO, will remain as executive chairman and work closely with Adent in the transition of responsibilities.
“I’m excited to have John accept the leadership position at our company. He has a strong background in many of our business activities both domestically and internationally,” said Herbert, Neogen’s executive chairman. “Until recently he served as CEO of Animal Health International, an animal health distributor and a significant Neogen customer.”
Adent has built his career inside of two companies — 13 years with each. He began his career with management responsibilities for Purina developing animal feed manufacturing and sales in China and the Philippines. When Purina spun off that business to Agribrands, Adent continued his management role in the European division in Spain and Hungary, serving as managing director of the Hungarian operations after it was acquired by Cargill.
Adent left that organization in 2004 to assume the CEO responsibilities for Animal Health International (AHI), at the time a small private company. Under his leadership, AHI more than quadrupled revenues over the following decade through a series of acquisitions and joint ventures. AHI was acquired by the Patterson Companies in 2015 and Adent continued to serve as CEO of the $3.3 billion animal health division until his recent resignation.
“John’s knowledge of our Animal Safety business will be an immediate asset to its continued growth. Because of the synergy between each of our businesses and our outstanding management teams I expect John will quickly become engaged in our Food Safety business. I will continue to help provide direction for our research and corporate development activities,” said Herbert.
Adent grew up on a commercial fruit farm in southwest Michigan where his family is still actively involved. Adent and his family have already moved to the Lansing area and he is fully engaged in his new role.
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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