<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-1397316
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
251 BALLARDVALE STREET, WILMINGTON, MA 01887
--------------------------------------------
(Address of Principal Executive Offices)
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
1999 MANAGEMENT INCENTIVE PLAN
------------------------------
2000 INCENTIVE PLAN
-------------------
2000 DIRECTOR STOCK PLAN
------------------------
(Full title of the plans)
DENNIS R. SHAUGHNESSY, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
251 BALLARDVALE STREET, WILMINGTON, MA 01887
--------------------------------------------
(Name and address of agent for service)
(978) 658-6000
--------------
(978) 694-9504 (fax)
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
RICHARD D. TRUESDELL, JR.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
(212) 450-4800 (Fax)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------ --------------------- ----------------------- ---------------------- ----------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (3)
------------------------ --------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 Par Value 3,073,384 $12.74 $39,139,933 $10,333
------------------------ --------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Represents sum of:
(a) 1,784,384 shares issuable pursuant to the 1999 Management Incentive
Plan (as of October 9, 2000, 1,726,328 shares were subject to
outstanding options with an exercise price of $5.33 per share).
(b) 1,189,000 shares issuable pursuant to the 2000 Incentive Plan (as of
October 9, 2000, 438,300 were shares subject to outstanding options
with an exercise price of $16 per share).
<PAGE>
(c) 100,000 shares issuable pursuant to the 2000 Director Stock Plan (as of
October 9, 2000, 60,000 were shares subject to outstanding options with
an exercise price of $16 per share).
Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers such additional shares of Common Stock as may be
issued in the event of a stock dividend, stock split, recapitalization or
other similar transaction.
(2) Represents the weighted average price of shares registered under this
Registration Statement determined on the basis of (i) the average exercise
price of $7.72 for the 2,224,628 shares of Common Stock subject to
outstanding options on October 9, 2000, and (ii) $25.88 per share, which is
the average of the high ($26.69) and low ($25.06) prices for the Common
Stock reported on the New York Stock Exchange on October 9, 2000 for the
848,756 shares of Common Stock issuable under the Plans but not subject to
outstanding options. Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h).
(3) Represents the sum of (a) the aggregate exercise price of outstanding
options, $17,174,128, calculated pursuant to Rule 457(h) based on the
exercise price and share numbers set forth in Footnote 2, and (b) the
aggregate offering price of shares issuable under the Plans and not subject
to outstanding options, $21,965,805, calculated pursuant to Rule 457(c),
based on the reported market prices and share numbers set forth in Footnote
2.
<PAGE>
PART I
Note: The document(s) containing the information regarding the 1999
Management Incentive Plan, 2000 Incentive Plan and 2000 Director Plan (the
"Plans") required by Item 1 of this Form S-8, the statement of availability of
Registrant information, and other information required by Item 2 of this Form
will be sent or given to eligible employees as specified by Rule 428(b)(1) under
the Securities Act of 1933 (the "Securities Act"). In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
the Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. The Registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant will
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents
which have been previously filed with the Commission:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 25, 1999, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
with the Commission on May 8, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 25, 2000 and June 24, 2000 filed with the
Commission pursuant to Section 13 of the Exchange Act on May 9,
2000, and August 8, 2000, respectively.
(c) The description of the Registrant's Common Stock, $0.01 par value
per share, contained in the Registrant's Registration Statement
on Form S-1, filed pursuant to Section 12 of the Exchange Act
(No. 333-35524).
Subsequent to the filing of the Registrant's annual report on Form 10-K
for the fiscal year ended December 25, 1999, the Registrant consummated an
initial public offering of 16,100,000 shares of its Common Stock. Prior to the
consummation of the initial public offering, a 1.927 for 1 exchange of stock was
effected. After restating earnings per share amounts as if the exchange of stock
had occurred as of the earliest period presented in the consolidated financial
statements included in the annual report on Form 10-K, the revised basic and
diluted earnings per common share would be $0.77, $1.18 and $0.86 for the years
ended December 27, 1997, December 26, 1998 and December 25, 1999, respectively.
All earnings per share amounts, references to common stock and shareholders'
equity amounts included in the consolidated financial statements in the
Registrant's annual report on Form 10-K for the year ended December 25, 1999
have been restated in the consolidated financial statements included in the
Registrant's registration statement on Form S-1 (No. 333-35524).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for any breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases) or (iv) for any transaction from which
the director derived an improper personal benefit.
As a result of this provision, the ability of the Registrant, or a
stockholder thereof, to successfully prosecute an action against a director for
breach of his duty of care is limited. However, the provision does not affect
the availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care. The Commission has taken the
position that the provision will have no effect on claims arising under the
federal securities laws.
In addition, the Registrant's certificate of incorporation provides for
mandatory indemnification rights, subject to limited exceptions, to any director
or executive officer of the Registrant who (because of the fact that he or she
is a director of officer) is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of such proceeding in
accordance with the applicable corporate law.
The indemnification provisions in the Registrant's certificate of
incorporation, by-laws and the indemnification agreements entered into between
the Registrant and each of its directors and executive officers may be
sufficiently broad to permit indemnification of the Registrant's directors and
executive officers for liabilities arising under the Securities Act.
Charles River Laboratories, Inc. provides insurance from commercial
carriers against some liabilities incurred by the directors and officers of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 Form of certificate representing shares of common stock, $0.01
per value per share (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (No. 333-35524)).
4.2 Amended and Restated Investors' Agreement, dated as of June 20,
2000, among Charles River Laboratories International, Inc. and
the shareholders named therein (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (No. 333-35524)).
5.1 Opinion of Ropes & Gray.
23.1 Consent of Ropes & Gray (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3)of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually, or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
Securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wilmington, Commonwealth of Massachusetts on this
11th day of October, 2000.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
By: /s/ James C. Foster
-------------------------
JAMES C. FOSTER
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Charles River
Laboratories International, Inc., hereby severally constitute and appoint James
C. Foster, Dennis R. Shaughnessy, and Thomas F. Ackerman and each of them
singly, as true and lawful attorneys-in-fact, with full power of substitution,
to sign for us in our names in the capacities indicated below, all additional
amendments (including post-effective amendments) to this registration statement,
and generally to do all things in our names and on our behalf in such capacities
to enable Charles River Laboratories International, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all applicable
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE/TITLE: DATE:
/s/ James C. Foster October 11, 2000
-------------------------------------
JAMES C. FOSTER, Chairman,
Chief Executive Officer and President
/s/ Thomas F. Ackerman October 11, 2000
--------------------------------------
THOMAS F. ACKERMAN, Chief
Financial Officer and Senior Vice President,
Finance and Administration
________________________________________ October , 2000
ROBERT CAWTHORN, Director
________________________________________ October , 2000
STEPHEN D. CHUBB, Director
<PAGE>
_______________________________________ October , 2000
THOMPSON DEAN, Director
/s/ Stephen C. McCluski October 11, 2000
--------------------------------------
STEPHEN C. MCCLUSKI, Director
_______________________________________ October , 2000
REID S. PERPER, Director
/s/ Douglas E. Rogers October 11, 2000
--------------------------------------
DOUGLAS E. ROGERS, Director
/s/ Samuel O. Thier October 11, 2000
--------------------------------------
SAMUEL O. THIER, Director
/s/ William Waltrip October 11, 2000
--------------------------------------
WILLIAM WALTRIP, Director
/s/ Henry Wendt, III October 11, 2000
--------------------------------------
HENRY WENDT, III, Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Form of certificate representing shares of common stock, $0.01
per value per share (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (No. 333-35524)).
4.2 Amended and Restated Investors' Agreement, dated as of June 20,
2000, among Charles River Laboratories International, Inc. and
the shareholders named therein (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (No. 333-35524)).
5.1 Opinion of Ropes & Gray.
23.1 Consent of Ropes & Gray (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
