<PAGE> 1
As filed with the Securities and Exchange Commission on November 13, 1995
Registration No. 33-63711
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MICHIGAN 38-2367843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
620 Lesher Place
Lansing, Michigan 48912
(517) 372-9200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Copies to:
LON M. BOHANNON
620 Lesher Place
Lansing, Michigan 48912
(517) 372-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
DONALD J. KUNZ, ESQ.
Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226
(313) 256-7800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ____ / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ____ / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(c) of the Securities Act of 1933, as amended, may determine.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 1995
NEOGEN CORPORATION
39,933 SHARES
COMMON STOCK
---------------------
The 39,933 shares of Common Stock ("Common Stock") of Neogen Corporation
("Neogen" or the "Company") offered hereby are being offered by the Selling
Shareholder described in this Prospectus under "Selling Shareholder."
The Company's Common Stock is included for trading on the Nasdaq
National Market under the symbol "NEOG." On November 8, 1995, the last reported
sale price for the Common Stock was $6.375.
---------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=============================================================================
Underwriting Discounts Proceeds to Selling
Price to Public and Commissions Shareholder
- -----------------------------------------------------------------------------
<S> <C> <C>
Market (1) Customary (2) Net (3) (4)
=============================================================================
</TABLE>
(1) The shares of Common Stock offered hereby by the Selling Shareholder
will be offered at either prevailing market prices from time to time or
at negotiated prices; therefore, the Price to Public cannot be
determined at this time.
(2) There is no underwriter. It is anticipated, however, that the
broker-dealers with whom the Selling Shareholder places its shares will
receive the usual and customary brokerage commissions in connection
with the sale of the securities. The amount of any such commissions,
which will be paid by the Selling Shareholder, cannot be determined at
this time.
(3) These securities are offered on behalf of the Selling Shareholder. See
"Selling Shareholder." Although the Company will be repaid the
principal amount of $124,990.29 owed to it, with interest, by the
Selling Shareholder from the proceeds of the offering, no proceeds from
the offering of such securities will be paid directly by purchasers of
such securities to the Company.
(4) All proceeds are before deduction of the total expenses of this
Offering, including legal, accounting, and printing expenses, which are
estimated to be approximately $30,000, and will be borne by the Selling
Shareholder.
The date of this Prospectus is ___________, 1995.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
1
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES
OF COMMON STOCK TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION TO ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy statements and
other information concerning the Company can be inspected and copied at the
public reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Materials filed by the
Company can also be inspected at the offices of the National Association of
Securities Dealers at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the SEC in Washington, D.C., a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the securities offered hereby. As permitted
by the rules and regulations of the SEC, this Prospectus omits certain
information contained in the Registration Statement. For further information
with respect to the Company and the securities offered hereby, reference is
hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any documents filed with, or incorporated by reference in, the Registration
Statement as exhibits are not necessarily complete, and each such statement is
qualified in all respects by reference to the copy of the applicable documents
filed with the SEC. The Registration Statement, including the exhibits and
schedules thereto, may be inspected at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part thereof may be obtained from such office upon payment
of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the 1934 Act are incorporated by reference herein and made a part hereof:
2
<PAGE> 5
1. Annual Report on Form 10-KSB for the fiscal year ended May 31,
1995.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since the end of the fiscal
year ended May 31, 1995, including the Company's Form 10-QSB
for the quarter ended August 31, 1995.
3. The description of the Company's Common Stock included under
the caption "Description of Capital Stock" on pages 24 through
26 of the Company's Prospectus, dated August 23, 1989, filed
with the SEC pursuant to the Securities Act as part of its
Registration Statement on Form S-18 (File No. 33-29844C)
effective August 23, 1989 (the "Registration Statement") and
incorporated by reference into the Company's Registration
Statement on Form 8-A effective November 24, 1989 and filed
with the SEC pursuant to the 1934 Act, including any amendment
or report filed for the purpose of updating such description.
All documents filed by Neogen pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statements contained herein or in a document incorporated or
deemed to be incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference, other than exhibits to such documents. Such
requests should be directed to: Corporate Secretary, Neogen Corporation, 620
Lesher Place, Lansing, Michigan 48912; telephone (517) 372-9200.
3
<PAGE> 6
THE COMPANY
Neogen Corporation (the "Company") develops, manufactures and markets
products used to control residues or improve quality for the agriculture,
pharmacologics, food and environmental industries. The Company's products are
used by agricultural producers, food processors, laboratories and major
pharmaceutical companies.
The Company has three primary product lines through which it conducts
its business. The Company's diagnostics product line includes test kits to
detect harmful natural toxins, pesticides, and microorganisms. This product
line also includes test kits for detection of drugs of abuse in race horses and
test kits used in research by universities and pharmaceutical companies. Test
kits to detect plant diseases in ornamental plants, turf grasses, and
horticulture crops are also part of the diagnostics product line.
The Company's predictive instrument line consists primarily of the
EnviroCaster(R). The EnviroCaster is used to monitor environmental conditions
and predict the onset of diseases or emergence of insects. This allows
producers to more safely and precisely apply plant chemicals often resulting in
a reduction of chemical usage. The EnviroCaster can also be used to help
regulate irrigation.
The "Ideal Instrument" line of veterinary instruments is aimed
principally at more precise and accurate delivery of animal health products
such as antibiotics and vaccines. This permits the reduction of potential
residues in meat and milk, while improving animal production efficiency.
Neogen was formed as a Michigan corporation in June, 1981 and actual
operations began in 1982. The Company's principal executive offices are
located at 620 Lesher Place, Lansing, Michigan 48912-1595 and its telephone
number is (517) 372-9200.
4
<PAGE> 7
RISK FACTORS
A prospective investor should consider, together with the other
information included in this Prospectus, the following:
Market Risks. The Company's primary markets are associated with
agricultural production. The agricultural marketplace is cyclical, and is
dependent upon many factors outside of the Company's control, including weather
conditions and worldwide political developments. A downturn in the
agricultural marketplace could adversely affect the Company's sales.
New Product Development Risks. The Company is currently developing
several new products. There can be no assurance that the Company will
successfully develop these products, that the products will be developed timely
to meet market demand, or that the market has been properly identified. If the
Company expends substantial resources in developing an unsuccessful product,
the Company's financial condition may be adversely affected.
Uncertain Market Demand. Several of the Company's products have been
introduced to the marketplace only recently. There can be no assurance that
sales will increase or that the Company has accurately predicted market demand.
If the Company's market projections are inaccurate, its products may not be
commercially viable.
Potential Acquisitions. The Company's current growth strategy
includes efforts to acquire other companies or product lines synergistic to
Neogen's current products and marketing efforts. Although the Company has
personnel experienced in mergers and acquisitions, there can be no assurance
the Company will be successful in identifying appropriate products or companies
for acquisition or in making any acquisitions. There can be no assurance that
acquisitions, if consummated, will result in increased sales or profitability.
Competition. The Company's products are in rapidly evolving fields in
which developments are expected to continue at a fast pace. Technological
competition from other companies is expected to increase. Acquisitions of
competing companies by large agricultural firms could enhance such competitors'
resources. In addition, there can be no assurance that developments by others
will not render the Company's products or technologies noncompetitive.
Patents, Trade Secrets and Licenses. The Company has developed and
intends to continue to develop confidential, proprietary technologies which
constitute trade secrets. The Company has applied for patents to protect
certain aspects of its technology. As deemed appropriate by management, Neogen
will make patent applications in the future as technologies are developed.
However, patent protection may not be sufficient to protect completely the
Company's proprietary rights. Although the Company has been awarded several
patents, there is no assurance that patents will issue on pending or future
applications. Furthermore, much of the technology used by the Company is
subject to agreements pursuant to which third parties receive royalties. If
the Company is unable to obtain patent protection for its new technologies, or
if the Company loses its exclusive technology licenses, the Company's
operations may be adversely affected.
5
<PAGE> 8
Future Capital Requirements. There can be no assurance that the
Company will not require additional capital in the future. Historically, as
the Company has grown, it has required periodic infusions of capital. If the
Company is unable to obtain needed financing, its financial stability may be
jeopardized.
Marketing and Manufacturing Needs. The Company intends to
significantly increase the volume of its marketing operations. If such
marketing efforts are successful, the Company will be required to significantly
increase its production capacity. There can be no assurance that such
marketing efforts will be successful or that the Company will be able to
successfully increase production at a rate sufficient to fill orders on a
timely basis. If the Company is unable to increase its production capacity as
needed, revenues may be adversely affected.
Dependence on Key Employees. Neogen's success depends on several key
employees, the loss of any of whom could adversely affect Neogen's performance.
Neogen maintains certain incentive plans for its key employees, and most of
these employees have been with Neogen in excess of three years. However,
Neogen has not executed long-term employment agreements with any of its
employees, and does not expect to do so in the foreseeable future.
Product Liability and Insurance. The use of the Company's products
entails a risk of adverse effects which could expose the Company to product
liability claims. Although the Company currently maintains product liability
insurance, there can be no assurance the Company will be able to continue to
obtain such insurance on acceptable terms, or that such insurance will provide
adequate coverage against all potential claims.
Possible Volatility of Stock Price. Factors such as quarterly
fluctuations in results of operations and announcements of new products by the
Company or by its competitors may cause the market price of the Company's
securities to fluctuate, perhaps substantially. In addition, in recent years
the stock market in general, and the securities of technology companies in
particular, have experienced extreme price fluctuations. These broad market
and industry fluctuations may adversely affect the market price of the
Company's securities.
6
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USE OF PROCEEDS
Although the Company will be repaid the principal amount of
$124,990.29, with interest, owed to it by the Selling Shareholder from the
proceeds of the offering, the Company will not directly receive from purchasers
of the securities any of the proceeds from the sale of shares of Common Stock
offered hereby by the Selling Shareholder. The amounts received by the Company
in repayment of the Selling Shareholder's loan will be used by the Company for
working capital purposes.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock. The
Company currently expects that it will retain any earnings for use in the
operation and expansion of its business and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future.
DETERMINATION OF OFFERING PRICE
The offering price of the securities offered hereby by the Selling
Shareholder may be based either on the market price of such securities on the
Nasdaq National Market as it may exist from day to day during the offering
period or may reflect a negotiated price.
SELLING SHAREHOLDER
The following entity (the "Selling Shareholder") is selling the number
of shares of Common Stock set forth in the second column opposite its name (the
"Offering"). The information contained in this table is presented as of the
date of this Prospectus and is provided to the best knowledge of the Company.
The Selling Shareholder has not held any position or office or had any other
material relationship with the Company within the past three years. The Common
Stock offered pursuant to this Prospectus may be offered from time to time by
the Selling Shareholder named below or its nominees. The Selling Shareholder
is under no obligation to sell all or any portion of such shares immediately
under this Prospectus. The Selling Shareholder will repay a loan to the
Company, and will reimburse the Company for certain expenses, out of the
proceeds from the sale of the shares of Common Stock offered by the Selling
Shareholder, pursuant to the terms of the Loan and Registration Rights
Agreement (as defined herein).
7
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<TABLE>
<CAPTION>
AMOUNT AND
PERCENTAGE
(IF 1% OR MORE)
SHARES OWNED OF SHARES OWNED
NAME PRIOR TO OFFERING SHARES OFFERED AFTER OFFERING
- ---- ----------------- -------------- -------------------
<S> <C> <C> <C>
Asia/Pacific Strategic 39,933 shares 39,933 shares *
Bioventures, Inc. (1)
</TABLE>
- ----------------------------------
* Because the Selling Shareholder may offer all or a portion of its
shares of Common Stock pursuant to this Prospectus, and because this
Offering is not being underwritten on a firm commitment basis, there
can be no assurance as to the amount of Common Stock that will be held
by the Selling Shareholder following the consummation of this
Offering.
(1) On August 24, 1992, the Company issued a Common Stock Purchase Warrant
(the "Warrant") to Asia/Pacific Strategic Bioventures, Inc.
("Asia/Pacific"), to purchase 39,933 shares of Common Stock (the
"Warrant Shares") (without giving effect to antidilution adjustments)
at an aggregate exercise price of $124,990.29, or $3.13 per share.
The Warrant was exercisable until August 24, 1995. On August 23,
1995, the Company entered into an Agreement, as amended, with
Asia/Pacific to extend the exercise period of the Warrant until
December 15, 1995 and to loan funds to Asia/Pacific to enable
Asia/Pacific to exercise the Warrant (the "Loan and Registration
Rights Agreement"). The loan bears interest at the rate of 10% per
annum and is secured by a pledge of the Warrant Shares. Under the
terms of the Loan and Registration Rights Agreement, the Company will
release from the pledge 23,000 Warrant Shares to enable Asia/Pacific
to sell such shares. The proceeds from the sale of the 23,000 Warrant
Shares will be paid to the Company and will be applied first to the
loan and any accrued interest, and thereafter to any fees and expenses
incurred by the Company in connection with the registration of the
Warrant Shares. The Company will release the balance of the Warrant
Shares within 30 days of repayment in full of the loan, including
accrued interest, and all fees and expenses incurred by the Company in
connection with the registration of the Warrant Shares. Pursuant to
the Loan and Registration Rights Agreement, the Company has agreed to
indemnify Asia/Pacific against certain liabilities, including
liabilities under the Securities Act. Asia/Pacific has agreed to
indemnify the Company against certain liabilities, including
liabilities under the Securities Act.
PLAN OF DISTRIBUTION
The shares of Common Stock offered pursuant to this Prospectus are
being offered on behalf of the Selling Shareholder. The Selling Shareholder
will repay a loan to the Company, and will reimburse the Company for certain
expenses, out of the proceeds from the sale of the shares of Common Stock
offered by the Selling Shareholder, pursuant to the terms of the Loan and
Registration Rights Agreement. See "Selling Shareholder."
8
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The sale of the shares of Common Stock by the Selling Shareholder may
be effected in transactions on the Nasdaq National Market, in negotiated
transactions, or by a combination of such methods of sale. The shares may be
sold at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholder may
effect such transactions by selling the shares directly to purchasers or
through underwriters or broker-dealers who may act as agents or principals.
Such underwriters and broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholder or the
purchasers of the shares for whom such underwriters or broker-dealers may act
as agent or to whom they sell as principal, or both (which compensation as to a
particular underwriter or broker-dealer may be in excess of customary
compensation). Introducing brokers may act as broker-dealers on behalf of the
Selling Shareholder in connection with the offering of certain of the shares by
the Selling Shareholder. The Selling Shareholder and any underwriter or
broker-dealer who acts in connection with the sale of the shares hereunder may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on any
resale of the shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act.
Under applicable rules and regulations under the 1934 Act, any person
engaged in a distribution of the shares of Common Stock may not simultaneously
engage in market marking activities with respect to such shares for a period of
nine business days prior to the commencement of such distribution, except under
certain limited circumstances. In addition to, and without limiting the
foregoing, the Selling Shareholder and any other person participating in such
distribution will be subject to applicable provisions of the 1934 Act and the
rules and regulations thereunder, including without limitation, Rules 10b-2,
10b-6 and 10b-7, which provisions may limit the timing of purchases and sales
of any of the shares by the Selling Shareholder and any other such
shareholders.
The Company will be reimbursed by the Selling Shareholder for all
expenses incident to the registration, offering and sale of the shares of
Common Stock to the public. The Selling Shareholder will be responsible for
any commissions or discounts of underwriters, broker-dealers or agents.
An investor may only purchase the shares of Common Stock being offered
hereby if such shares are qualified for sale or are exempt from registration
under the applicable state securities law of the state in which such
prospective purchaser resides. The Company has not registered or qualified the
shares under any state securities laws and, unless the sale of shares to a
particular investor is exempt from registration or qualification under
applicable state securities laws, the sale of such shares to an investor may
not be effected until such shares have been registered or qualified with
applicable state securities authorities.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Honigman Miller Schwartz and Cohn, 2290 First National
Building, Detroit, Michigan 48226.
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EXPERTS
The consolidated financial statements incorporated by reference from
the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31,
1995 have been audited by BDO Seidman, LLP, independent certified public
accountants, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in auditing and accounting.
10
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Selling Shareholder in connection with the
issuance and distribution of the shares of Common Stock being registered hereby
are estimated to be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . . . . . . . $ 100.00
Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000.00
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,900.00
TOTAL . . . . . . . . . . . . . . . $ 30,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Michigan Business Corporation Act permits Michigan corporations to
limit the personal liability of directors for a breach of their fiduciary duty.
The Articles of Incorporation of the Company so limit the liability of
directors. The Company's Bylaws also provide for indemnification of directors
and executive officers.
Section 12 of the Company's Articles of Incorporation provides that a
director of the corporation will not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability for:
(i) any breach of the director's duty of loyalty to the
corporation or its shareholders;
(ii) acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(iii) a violation of Section 551(1) of the Michigan Business
Corporation Act; or
(iv) any transaction from which the director derived any improper
personal benefit.
Article XI of the Company's Bylaws relating to indemnification of
officers and directors generally provides that the Company's officers,
directors and employees will be eligible for indemnification to the fullest
extent permitted by applicable law.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
a. Exhibits Description of Document
5 Opinion and consent of Honigman Miller Schwartz and
Cohn as to the legality of the shares of Common Stock
being registered.
23(a) Consent of BDO Seidman, LLP. *
23(b) Consent of Honigman Miller Schwartz and Cohn
(contained in the opinion filed as Exhibit 5 hereto).
24 Power of Attorney of Officers and Directors of
Registrant (contained at pages II-4 and II-5 of
this Registration Statement). *
-----------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
The Registrant hereby undertakes that it will:
(1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.
II-2
<PAGE> 15
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer 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.
II-3
<PAGE> 16
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-3 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Lansing, Michigan on the 10th day of
November, 1995.
NEOGEN CORPORATION
By: /s/ LON M. BOHANNON
---------------------------------------------------
Lon M. Bohannon, Vice President
of Administration and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated on the 10th day of November, 1995.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* President, Chief Executive November 10, 1995
- ---------------------------------- Officer, Director (Principal
James L. Herbert Executive Officer)
/s/ LON M. BOHANNON Vice President of Administration, November 10, 1995
- ---------------------------------- Chief Financial Officer
Lon M. Bohannon (Principal Financial and
Accounting Officer)
* Chairman, Board of Directors November 10, 1995
- ----------------------------------
Herbert D. Doan
</TABLE>
II-4
<PAGE> 17
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director November 10, 1995
- ----------------------------------
Thomas H. Reed
* Director November 10, 1995
- ----------------------------------
Robert M. Book
* Director November 10, 1995
- ----------------------------------
Jack Parnell
* Secretary and Director November 10, 1995
- ----------------------------------
Bruce Papesh
* Director November 10, 1995
- ----------------------------------
Gordon E. Guyer
* Director November 10, 1995
- ----------------------------------
Roland M. Hendrickson
* By: /s/ LON M. BOHANNON
--------------------------
Lon M. Bohannon
Attorney-in-fact
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
5 Opinion and consent of Honigman Miller Schwartz and Cohn as to
the legality of the shares of Common Stock being registered.
23(a) Consent of BDO Seidman, LLP. *
23(b) Consent of Honigman Miller Schwartz and Cohn (contained in the
opinion filed as Exhibit 5 hereto).
24 Power of Attorney of Officers and Directors of Registrant
(contained at pages II-4 and II-5 of this Registration
Statement). *
</TABLE>
- --------------------
* Previously filed.
<PAGE> 1
EXHIBIT 5
November 13, 1995
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912
Ladies and Gentlemen:
We have represented Neogen Corporation, a Michigan corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3, File No. 33-63711 (the "Registration Statement"), for registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 39,933 shares
of the Common Stock of the Company (the "Common Stock"), covered by a Common
Stock Purchase Warrant dated August 24, 1992, as amended (the "Warrant") issued
by the Company to Asia/Pacific Strategic Bioventures, Inc. (the "Selling
Shareholder").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that when the Warrant is exercised by the
Selling Shareholder pursuant to the terms of the Warrant, and the Common Stock
is issued by the Company to the Selling Shareholder pursuant to the Warrant,
the Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
such consents, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission thereunder.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
