-----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, FT6UctG0P203uEzu1T2Q5l5x3ACLpn+f+yikCsX/RhqJwe0pCPgVHA4hrsSFdGE3 Sd5XVpyE4hJRCZUfVyIlUg== 0001104659-10-018878.txt : 20100408 0001104659-10-018878.hdr.sgml : 20100408 20100408100221 ACCESSION NUMBER: 0001104659-10-018878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100407 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100408 DATE AS OF CHANGE: 20100408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO REFERENCE LABORATORIES INC CENTRAL INDEX KEY: 0000792641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 222405059 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15266 FILM NUMBER: 10738873 BUSINESS ADDRESS: STREET 1: 481 EDWARD H ROSS DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 BUSINESS PHONE: 2017912186 MAIL ADDRESS: STREET 1: 481 EDWARD H ROSS DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 FORMER COMPANY: FORMER CONFORMED NAME: MED MOBILE INC DATE OF NAME CHANGE: 19891115 8-K 1 a10-7740_18k.htm 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) April 7, 2010

 

Bio-Reference Laboratories, Inc.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

0-15266

 

22-2405059

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

481 Edward H. Ross Drive, Elmwood Park, NJ 07407

(Address of principal executive offices) (Zip Code)

 

(201) 791-2600

Registrant’s telephone number, including area code

 

 

(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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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 Wednesday, April 7, 2010, the Registrant announced a two for one split of its Common Stock, payable to stockholders of record at the close of business on Monday, April 19, 2010. Pursuant to the stock split, each stockholder will receive one additional share of the Registrant’s Common Stock for each share of the Registrant’s Common Stock owned on the record date. Copies of the Notice provided to NASDAQ pursuant to Rule 10b-17 of the Securities Exchange Act and of the Press Release announcing the stock split are enclosed.

 

Item 9.01                                                 Financial Statements and Exhibits

 

(d) Exhibits — 99.1 Notice of the two for one Common Stock Split filed pursuant to Securities Exchange Act Rule 10b-17

 

99.2 Press Release dated April 7, 2010 announcing the two for one stock split

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized.

 

 

 

Bio-Reference Laboratories, Inc.

 

 

(Registrant)

 

 

 

 

 

 

 

 

By

/s/ Marc D. Grodman

 

 

 

Marc D. Grodman, President

Date:

April 8, 2010

 

 

 

2


EX-99.1 2 a10-7740_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NOTICE OF TWO FOR ONE COMMON STOCK SPLIT

 

NASDAQ Corporate Data Dep’t

 

April 7, 2010

2 Corporate Drive – 300

 

 

Shelton, CT 06484

 

 

 

 

 

 

 

Re: Bio-Reference Laboratories (“BRLI”)

 

Ladies and Gentlemen,

 

Pursuant to Securities Exchange Act Rule 10b-17, notice is hereby given that BRLI’s board of directors has approved and declared a two for one stock split of its Common Stock. Pursuant to the stock split, each BRLI stockholder will receive one additional share of BRLI Common Stock for each share of BRLI Common Stock owned on the record date. The details are as follows:

 

(i)            Title of the security — Common Stock, $.01 par value

 

(ii)           Date of declaration — April 7, 2010

 

(iii)          Record Date for determining holders of record entitled to participate in the stock split — Close of business on April 19, 2010

 

(iv)          Anticipated date of delivery (mailing date) of the distribution — April 21, 2010

 

(v)(b)      The number of shares of Common Stock outstanding;

 

(1) immediately prior to the distribution of the two for one stock split. 13,880,986 shares

(2) immediately following the distribution of the two for one stock split. 27,761,972 shares.

 

(viii)        The name and address of BRLI’s transfer agent is as follows:

 

American Stock Transfer and Trust Company

6201 15th Avenue

Brooklyn, New York 11219

 

 

 

Very truly yours,

 

 

Bio-Reference Laboratories, Inc.

 

 

 

 

 

 

 

By

/S/ Sam Singer

 

 

Sam Singer

 

 

Senior Vice President and

 

 

Chief Financial Officer

 


EX-99.2 3 a10-7740_1ex99d2.htm EX-99.2

Exhibit 99.2

 

FOR:

BIOREFERENCE LABORATORIES, INC.

 

 

CONTACT:

Tara Mackay, Investor Relations

 

(201) 791-2600

 

(201) 791-1941 (fax)

 

tmackay@bioreference.com

 

BIOREFERENCE LABORATORIES, INC. ANNOUNCES 2 FOR 1 STOCK SPLIT

 

- - -

 

Company will execute stock split on April 19, 2010

 

ELMWOOD PARK, NJ (Wednesday, April 7, 2010)- BioReference Laboratories, Inc. (NASDAQ: BRLI) announced the approval by its board of directors and the declaration today of a forward two for one split of its Common Stock entitling each holder of record of BRLI Common Stock at the close of business on April 19, 2010 to receive one additional share of BRLI Common Stock for each share owned by him or her at such time. Distribution of the additional shares is expected to be made on or about April 21, 2010.

 

Marc Grodman, MD, CEO, stated “The announced stock split will meaningfully increase our outstanding shares and is consistent with our overall capital management strategy and our commitment to driving sustainable shareholder value.”

 

About BioReference Laboratories, Inc.

BRLI is the third largest full service laboratory in the United States and the largest independent regional laboratory in the Northeastern market, primarily a clinical testing lab servicing physician offices with concentrations in the focused markets of esoteric testing, molecular diagnostics, anatomical pathology and correctional health care.  BRLI operates as a national oncology laboratory under its GenPath label.  Better science, superior technology and better service have enabled GenPath to earn a reputation as one of the premier hematopathology laboratories in the country.  BRLI’s innovative technology platform for sexually transmitted infections has enabled it to expand as a national laboratory in the area of Women’s Health.   GeneDx, a wholly owned subsidiary, is the BRLI genetics laboratory and is typically recognized as the leading laboratory for testing of rare genetic diseases; GeneDx has now become a technology leader with GenomeDx, based on a CGH array platform and its NextGen sequence offerings that are currently offered in cardiology and will be offered in the future in other disease specific areas.

 

# # #

 

Statements included in this release that are not historical in nature, are intended to be, and are hereby identified as “forward-looking statements”. Statements looking forward in time are included in this release pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein.

 


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