0001144204-12-067435.txt : 20121211 0001144204-12-067435.hdr.sgml : 20121211 20121211164151 ACCESSION NUMBER: 0001144204-12-067435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121205 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121211 DATE AS OF CHANGE: 20121211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDEXX LABORATORIES INC /DE CENTRAL INDEX KEY: 0000874716 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 010393723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19271 FILM NUMBER: 121256824 BUSINESS ADDRESS: STREET 1: ONE IDEXX DRIVE CITY: WESTBROOK STATE: ME ZIP: 04092-2041 BUSINESS PHONE: 2075560300 MAIL ADDRESS: STREET 1: ONE IDEXX DRIVE CITY: WESTBROOK STATE: ME ZIP: 04092-2041 FORMER COMPANY: FORMER CONFORMED NAME: IDEXX CORP / DE DATE OF NAME CHANGE: 19600201 8-K 1 v330161_8k.htm CURRENT REPORT

 

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 5, 2012

 

IDEXX LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 000-19271 01-0393723
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)    

 

 

One IDEXX Drive, Westbrook, Maine 04092
(Address of principal executive offices) (ZIP Code)

 

207.556.0300

(Registrant's telephone number, including area code)

 

Not Applicable

(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. to Form 8-K):

 

¨ 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 1.01           Entry into a Material Definitive Agreement

 

On December 5, 2012, IDEXX Laboratories, Inc. (the “Company”) and the staff of the Bureau of Competition of the U.S. Federal Trade Commission (“FTC”) entered into an Agreement Containing Consent Order to Cease and Desist (“Consent Agreement”), to resolve the FTC’s previously disclosed investigation into whether the Company has engaged in unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act (“FTC Act”).

 

The Consent Agreement, once final, will have a ten-year duration, and will require that the Company not have exclusive distribution agreements with all three of MWI Veterinary Supply, Inc. (“MWI”), Butler Schein Animal Health, and Webster Veterinary. Under the Consent Agreement, we may have exclusive distribution agreements with two of those distributors.

 

On September 28, 2012, we entered into a modified distribution agreement with MWI that will become effective January 1, 2013. This modified agreement is a non-exclusive agreement as defined under the Consent Agreement and will cause us to be in compliance with the Consent Agreement.

 

The Consent Agreement remains subject to an approval process by the FTC Commissioners. The Consent Agreement and a draft complaint will now be presented to the Commissioners, and thereafter they will consider whether to approve the proposed draft complaint and proposed Consent Agreement. If the Commissioners approve the proposed draft complaint and proposed Consent Agreement, the proposed Consent Agreement will be published in the Federal Register and will be subject to public comment for 30 days, after which the Commission will decide whether to make the proposed Consent Agreement final.

 

The Consent Agreement provides that during the pendency of the approval process described above, the Company will comply with the terms of the Consent Agreement, which it has arranged to do by modifying its agreement with MWI.

 

The Company entered into the Consent Agreement for settlement purposes only, neither admitting that the law had been violated nor that the facts as alleged by the FTC staff in a proposed draft Complaint, other than the jurisdictional facts, are true. We continue to believe that our marketing and sales practices for companion animal veterinary products and services do not violate applicable antitrust laws.

 

Other Events

 

A copy of the press release issued by the Company on December 11, 2012, announcing that the Company entered into the Consent Agreement, is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits
     
  (d) Exhibits

 

    99.1 Press Release entitled “IDEXX Laboratories Announces Entry Into Consent Agreement with FTC Bureau of Competition Staff,” issued by the Company on December 11, 2012.

 

 
 

 

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.

 

 

  IDEXX LABORATORIES, INC.
   
   
   
Date: December 11, 2012 By: /s/ Conan R. Deady
    Conan R. Deady
    Corporate Vice President and Secretary
     

  

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description of Exhibit
   
99.1 Press Release entitled “IDEXX Laboratories Announces Entry Into Consent Agreement with FTC Bureau of Competition Staff,” issued by the Company on December 11, 2012.

 

 

 EX-99.1 2 v330161_ex99-1.htm PRESS RELEASE

IDEXX Laboratories Announces Entry Into Consent Agreement with FTC Bureau of Competition Staff

WESTBROOK, Maine, Dec. 11, 2012 /PRNewswire/ -- IDEXX Laboratories, Inc. (NASDAQ, IDXX) and the staff of the Bureau of Competition of the U.S. Federal Trade Commission ("FTC") have signed a Consent Agreement to resolve the FTC's investigation into whether the Company engaged in unfair methods of competition.

(Logo: http://photos.prnewswire.com/prnh/20110602/NE13041LOGO)

Under the Consent Agreement, IDEXX cannot have exclusive distribution agreements with all three of MWI Veterinary Supply, Inc. ("MWI"), Butler Schein Animal Health, and Webster Veterinary. IDEXX may maintain exclusive distribution agreements with two of these three distributors. IDEXX's non-exclusive agreement with MWI, effective January 1, 2013, brings the Company into compliance with the terms of the Consent Agreement.

The Consent Agreement expressly states that the Company admits no wrongdoing.

"Entering into the Consent Agreement with the FTC staff is a milestone in our effort to resolve the multi-year FTC investigation," said Jonathan Ayers, Chairman and Chief Executive Officer. "The terms of the Consent Agreement are consistent with the proposed resolution we described beginning in April of this year."

"We continue to believe that our distribution practices do not violate the antitrust laws, as these same practices have been upheld by two federal courts of appeal. However, the Consent Agreement provides a framework that allows us to put an end to the expense and distraction of the FTC investigation and to avoid long and costly litigation with the FTC, while preserving and even strengthening the longstanding relationships we have with our distribution partners."

As is the ordinary process, the Consent Agreement remains subject to approval by the FTC Commissioners, who will review the Agreement and a draft complaint. If they approve the proposed draft complaint and proposed Consent Agreement, there will be a 30-day public comment period after which the Commissioners can issue their final approval.

About IDEXX Laboratories, Inc.

IDEXX Laboratories, Inc. is a leader in pet healthcare innovation, serving practicing veterinarians around the world with a broad range of diagnostic and information technology-based products and services. IDEXX products enhance the ability of veterinarians to provide advanced medical care, improve staff efficiency and build more economically successful practices. IDEXX is also a worldwide leader in providing diagnostic tests and information for livestock and poultry and tests for the quality and safety of water and milk. Headquartered in Maine, IDEXX Laboratories employs more than 5,000 people and offers products to customers in over 100 countries.

Note Regarding Forward-Looking Statements

This press release contains statements about the Consent Agreement the Company has entered into with the FTC staff, the impact of the Consent Agreement on the FTC's investigation of the Company's distribution arrangements, and the impact the Consent Agreement may have on the Company's distribution arrangements that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "expects," "may," "anticipates," "intends," "would," "will," "plans," "believes," "estimates," "should," and similar words and expressions. These statements are based on management's expectations of future events as of the date of this press release, and the Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. Actual results could differ materially from management's expectations. Factors that could cause or contribute to such differences include the following: the results of the process for approval of the Consent Agreement by the FTC Commissioners; the impact of one of the Company's distributors becoming non-exclusive on the Company's results of operations; the impact of distributor purchasing decisions on sales of the Company's products that are sold through distribution; and the other factors relating to our business and prospects that are discussed in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, in the section captioned "Risk Factors."

Contact: Merilee Raines, Chief Financial Officer, 1-207-556-8155