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, 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 8.01 | Other Events |
On December 8, 2017, Neogen Corporation issued a press release announcing that the Board of Directors has approved a 4-for-3 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 December 8, 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: December 8, 2017 | ||||||
| /s/ Steven J. Quinlan | ||||||
| Steven J. Quinlan | ||||||
| Vice President & CFO | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Steven J. Quinlan, Vice President & CFO | |
| 517/372-9200 |
Neogen announces 4-for-3 stock split
LANSING, Mich., Dec. 8, 2017 — Neogen Corporation (NASDAQ: NEOG) today announced that its Board of Directors has approved a four-for-three stock split. With the split, shareholders of record on Dec. 18, 2017, will receive one additional share of stock for each three shares held.
The stock split will be effected in the form of new common stock being issued on Dec. 29, 2017, to shareholders of record as of the close of business on Dec. 18, 2017. As of today, Neogen has approximately 38,630,000 shares of common stock outstanding. After the split, the company will have approximately 51,500,000 shares of common stock outstanding. This is the company’s fifth stock split. The most recent was a three-for-two split in October 2013.
“We are very pleased to be able to enhance the availability and liquidity of our shares to allow more participation in Neogen’s success,” said James Herbert, Neogen’s executive chairman. “This stock split reflects our Board’s strong belief in Neogen’s long-term growth, and recognizes the stock price has increased significantly during the past year.”
All fractional shares resulting from the split will be exchanged for cash at the post-split fair market value of Neogen’s common stock, based on the closing price per share on Dec. 18, 2017, 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 split shares.
Neogen to announce second quarter results on Jan. 3
Neogen will announce the financial results for the second quarter of its 2018 fiscal year, which ended Nov. 30, on Wednesday, Jan. 3, 2018.
A press release announcing the results is scheduled to be released before the stock market opens on the third, and a conference call to discuss the results with the investment community is scheduled to be held that morning.
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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