<PAGE> 1
As filed with the Securities and Exchange Commission on September 28, 1995
Registration No. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2367843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
620 LESHER PLACE, LANSING MICHIGAN 48912
(Address of Principal Executive Offices) (Zip Code)
---------------
NEOGEN CORPORATION STOCK OPTION PLAN II
(Full title of the plan)
---------------
LON M. BOHANNON
NEOGEN CORPORATION
620 LESHER PLACE
LANSING, MICHIGAN 48912
(Name and address of agent for service)
(517) 372-9200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock (1) 273,500 shares $7.88(2) $ 2,155,180
Common Stock 34,000 shares $4.63(3) $ 157,420
Common Stock 11,000 shares $5.63(3) $ 61,930
Common Stock 2,500 shares $6.63(3) $ 16,575
Common Stock 79,000 shares $7.25(3) $ 572,750
--------
$ 2,963,855 $1,022.02
========= ========
================================================================================================================
</TABLE>
(1) Par value $.16 per share ("Common Stock").
(2) Calculated pursuant to Rule 457(h) for the purpose of computing the
registration fee and based on the average of the bid and asked prices of
the Common Stock on September 22, 1995.
(3) Calculated pursuant to Rule 457(h) for the purpose of computing the
registration fee and based on the exercise price of the options.
Exhibit index is on Page 6
<PAGE> 2
The contents of the Form S-8 Registration Statement, No. 33-44404 (the
"Prior Registration Statement"), of Neogen Corporation (the "Registrant") are
incorporated herein by reference, except that Item 3, Incorporation of
Documents by Reference, is set forth below in Part II of this Registration
Statement.
The Registrant is filing this Form S-8 Registration Statement in order
to register 400,000 additional shares of Common Stock, which were authorized to
be issued under the Neogen Corporation Stock Option Plan II by an amendment to
such plan. Upon the effectiveness of this Registration Statement, a total of
1,059,375 shares of Common Shares issuable under the foregoing Stock Option
Plan II will be registered, consisting of 659,375 shares of Common Stock
registered under the Prior Registration Statement plus the 400,000 additional
shares of Common Stock being registered hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Neogen Corporation (the "Registrant") on Form
10-KSB for the fiscal year ended May 31, 1995 as filed with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
2. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year ended May 31, 1995.
3. The description of the Registrant's Common Shares included
under the caption "Description of Capital Stock" on pages 24
through 26 of the Registrant's Prospectus, dated August 23,
1989, filed with the Commission pursuant to the Securities Act
of 1933, as amended (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 Registrant's Registration
Statement on Form 8-A effective November 24, 1989 and filed
with the Commission pursuant to the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
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 part
hereof from the date of filing of such documents.
<PAGE> 3
ITEM 8. EXHIBITS.
4.3 Neogen Corporation Stock Option Plan II, as amended.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.3 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 5 of this Registration Statement).
- 3 -
<PAGE> 4
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 City of Lansing, State of Michigan, on September 27,
1995.
NEOGEN CORPORATION
By: /s/ JAMES L. HERBERT
----------------------------------
James L. Herbert, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of NEOGEN CORPORATION, a Michigan corporation (the
"Company"), hereby constitutes and appoints James L. Herbert and Lon M.
Bohannon, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed Registration Statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of additional shares of the Company's
Common Stock, par value $.16 per share, pursuant to the Neogen Corporation
Stock Option Plan II and any of the documents relating to such registration
statement; any and all amendments to such registration statement, including any
amendment thereto changing the amount of securities for which registration is
being sought, and any post-effective amendment, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
- 4 -
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES L. HERBERT President, Chief Executive September 27, 1995
- ---------------------------------------- Officer and Director (Principal
James L. Herbert Executive Officer)
/s/ LON M. BOHANNON Vice President-Administration September 27, 1995
- ---------------------------------------- and Chief Financial Officer
Lon M. Bohannon (Principal Financial and
Accounting Officer)
/s/ HERBERT D. DOAN Chairman of the Board of September 27, 1995
- ---------------------------------------- Directors
Herbert D. Doan
/s/ R. WILLIAM CALDWELL Secretary and Director September 27, 1995
- ----------------------------------------
R. William Caldwell
/s/ ROBERT M. BOOK Director September 27, 1995
- ----------------------------------------
Robert M. Book
/s/ GORDON E. GUYER Director September 27, 1995
- ----------------------------------------
Gordon E. Guyer
/s/ LEONARD E. HELLER Director September 27, 1995
- ----------------------------------------
Leonard E. Heller
/s/ ROLAND M. HENDRICKSON Director September 27, 1995
- -------------------------
Roland M. Hendrickson
/s/ G. BRUCE PAPESH Director September 27, 1995
- -------------------
G. Bruce Papesh
/s/ JACK C. PARNELL Director September 27, 1995
- -------------------
Jack C. Parnell
</TABLE>
- 5 -
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------ ------- --------
<S> <C> <C>
4.3 Neogen Corporation Stock Option Plan II, as amended.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.3 Consent of Honigman Miller Schwartz and Cohn
(included in the opinion filed as Exhibit 5.1 to
this Registration Statement).
24.1 Powers of Attorney (included after the signature
of the Registrant contained on page 4 of
this Registration Statement).
</TABLE>
- 6 -
<PAGE> 1
EXHIBIT 4.3
NEOGEN CORPORATION STOCK OPTION PLAN II
DATED DECEMBER 9, 1991
AS AMENDED ON DECEMBER 6, 1994
1. Purpose.
The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of the Company and its shareholders by providing an incentive to
Eligible Employees, as hereinafter defined, of Neogen Corporation (the
"Corporation"). It is anticipated that the Plan will stimulate the efforts of
Eligible Employees on behalf of the Corporation and strengthen their desire to
remain with the Corporation.
2. Stock Subject To The Plan.
1,059,375 shares of the authorized but unissued (or authorized, issued,
but not outstanding) Common Stock, par value $.16 per share, of the Corporation
(the "Common Stock") will be reserved for issuance upon the exercise of such
options as may be granted pursuant to the Plan. If any option granted under the
Plan shall expire or terminate for any reason without having been exercised in
full, the unpurchased shares subject thereto shall again be available for the
purpose of the Plan. The number of shares available for options to be granted
hereunder is subject to adjustment upon the occurrence of the events described
in Section 7 hereof.
3. Eligibility.
For all purposes of the Plan, the term "Eligible Employee" shall mean
any officer or other key employee of the Corporation as may be selected and
designated as such by the Committee (as defined below), directors and members of
the Scientific Review Council ("SRC") of the Company. No Eligible Employee may
be granted Incentive Stock Options, as hereinafter defined, to the extent that
such grant would cause the aggregate Fair Market Value (determined as of the
time options are granted) of the stock of the Corporation for which Incentive
Stock Options are granted to such employee in any calendar year (under all stock
option plans of the Corporation) to exceed the limit set forth in Section 422A
of the Internal Revenue Code (the "Code") or any successor provisions of the
Code.
4. Administration Of Plan.
(a) The Plan shall be administered by a committee appointed by the
Board of Directors, which committee shall consist of not fewer than two Board
members (the "Committee"). The Committee shall have the authority, subject to
the express provisions hereof, to determine the nature of the option, the
present and future Eligible Employees who are to receive options hereunder and
the number and option price of the shares to be covered by each such option.
The Committee shall also have authority to adopt rules and regulations for and
otherwise administer and interpret the provisions of the Plan. Decisions of the
Committee shall be
<PAGE> 2
final with respect to all matters concerning the Plan. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present (or acts approved in
writing by a majority of the Committee) shall be the acts of the Committee.
(b) Members of the Board who are either eligible for options or have
been granted options may vote on any matters affecting the administration of the
Plan or the grant of options pursuant to the Plan, except that no member shall
act upon the granting of an option to himself, but such member may be counted in
determining the existence of a quorum at any meeting at which action is taken
with respect to the granting of options to him.
5. Effective Date And Termination.
The Effective Date of the Plan shall be the date upon which the Plan is
adopted by the Board of Directors of the Corporation. Unless sooner terminated,
the Plan shall terminate ten years from the Effective Date, and no option shall
be granted thereafter. The Plan shall terminate if it is not approved within
twelve (12) months after the Effective Date by a vote of the holders of a
majority of the outstanding shares of the voting stock of the Corporation.
Unless it shall have been so approved it shall then be ineffective, and any
options granted hereunder prior thereto are hereby granted subject to such
approval of the Plan by the shareholders.
6. Terms And Conditions Of Stock Options.
Stock options granted pursuant to the Plan shall be designated by the
Committee either as "Non-qualified Stock Options" or as "Incentive Stock
Options." Incentive Stock Options granted pursuant to the Plan are intended to
comply with the provisions of Section 422A of the Code, as amended, and shall be
granted by the Committee only in accordance with such provisions.
Each stock option granted pursuant to the Plan shall be evidenced by a
written option agreement duly executed and delivered on behalf of the
Corporation and by the individual to whom the option is granted (the
"Optionee"). Such option agreements shall be in such form as the Committee
shall approve from time to time but in no event shall any such option agreement
be inconsistent with the terms of the Plan.
6.1 Non-qualified Stock Options.
Option agreements with respect to Non-qualified Stock Options shall
contain in substance the following terms and conditions:
(a) Price. The option price per share shall be as determined by the
Committee from time to time but in no instance shall it be less than 100% of the
Fair Market Value of Common Stock on the date an option is granted. Such Fair
Market Value shall be as determined by the Committee in good faith.
<PAGE> 3
(b) Number Of Shares. The option agreement shall specify the number
of shares to which it pertains.
(c) Period For Exercise. Each option shall become exercisable in
accordance with a schedule to be established by the Committee with respect to
each option at the time such option is granted, except that any option may be
made fully exercisable as to all or part of the entire then remaining balance of
shares covered by it upon determination by the Committee that such earlier
exercise would be advisable owing to the Optionee's death, retirement, physical
or mental disability preventing the performance of the Optionee's regular
duties, or for other reasons deemed appropriate by the Committee. All or any
part of the number of shares with respect to which such right to purchase has
accrued may be purchased at the time of such accrual or at any time thereafter
as provided in the option agreement; provided, however, that in no event may the
option agreement provide for any right to purchase on or after the tenth
anniversary of the date on which an option is granted. Each option shall expire
completely to the extent that it is not exercised before the earlier of the date
provided in the option agreement or the tenth anniversary of the date it was
granted.
(d) Termination Of Employment Or Service Other Than By Death. If the
employment, or in the case of directors and SRC members, the service of an
Optionee with the Corporation is terminated for any cause, other than death of
the Optionee, whether by reason of resignation, discharge with or without cause,
physical or mental disability, retirement, or otherwise, the Optionee may
exercise the option at any time prior to its stated expiration date thereby,
provided that it is exercised within three (3) months after the date of such
termination of employment or service, but only if and to the extent he was
entitled to exercise the option at the date of such termination except as may be
otherwise determined by the Committee under the provisions of Section 6.1(c)
hereof. To the extent that the Optionee is not entitled to exercise his option
at the date of termination, or, if he was entitled to exercise the option but
fails to do so within the time specified herein, the option shall terminate.
(e) Termination Of Employment Or Service By Death. Any option shall
be exercisable at any time within twelve (12) months after the date of an
Optionee's death, but prior to its stated expiration date, by the executor or
administrator of the Optionee's estate or by the Optionee's legatees or heirs,
whichever may be entitled, but only if and to the extent that the option might
have been exercised by the Optionee at the date of death, except as may be
otherwise determined by the Committee under the provisions of Section 6.1(c)
hereof. To the extent that Optionee is not entitled to exercise his option at
the date of termination, or, if he was entitled to exercise the option but fails
to do so within the time specified herein, the option shall terminate.
(f) Leave Of Absence. The Committee shall determine whether an
authorized leave of absence shall constitute a termination of employment or
service for the purposes of the Plan and whether any option shall continue in
effect and under what circumstances it may be exercised in any such case, except
that no such determination by the Committee shall permit an option to be
exercised after its stated expiration date.
<PAGE> 4
(g) Transferability. No option shall be assignable or transferable by
the Optionee except by will or under the laws of descent and distribution, and
during the life of an Optionee, the option shall be exercisable only by the
Optionee or the Optionee's guardian or legal representative in accordance with
the provisions of this Plan.
(h) Exercise And Payment. An Optionee, or other person entitled to
exercise an option, electing to exercise an option, shall give written notice of
such election to the Corporation specifying the option agreement under which the
option was granted and the number of shares as to which the exercise is being
made. Such notice shall be accompanied by payment in full of the purchase price
for the number of shares as to which the exercise related. The purchase price
shall be paid in cash or by bank check. Upon receipt of such notice and
payment, the Corporation (except as provided below) shall promptly issue and
deliver to the Optionee (or other person entitled to exercise the option) a
certificate or certificates for the number of shares as to which the exercise is
made.
(i) Termination Due To Consolidation Or Merger. The Committee may
cause an option agreement to contain a provision that the Corporation, in its
discretion, may give an Optionee not less than thirty (30) days written notice
of a proposed consolidation or merger affecting the Corporation, such notice to
state that, if the Board in its sole discretion shall so determine, all options
that are not exercisable as of the notice date shall terminate and that, with
respect to all options which are exercisable as of the notice date, either (A)
that (i) the Optionee may exercise during a thirty (30) day period after the
sending of such notice, but not after the Expiration Date of his option, any
part or all of such exercisable options which have not previously been
exercised, and (ii) all of said options not exercised within such thirty (30)
day period shall be canceled or (B) that the Corporation will at or before the
time any such consolidation and merger takes place terminate such exercisable
options and pay to the Optionee in cash the amount, if any, by which the value
per share to be received by the holders of the Corporation's Common Stock (after
giving effect to any such payment to the holders of options) in such
consolidation or merger, as determined by the Board of Directors, exceeds the
option price multiplied by the number of shares covered by such exercisable
options. With respect to options that are not exercisable as of the notice
date, if the Board elects not to terminate all or any of such options it may, in
its sole discretion, declare that all or any of such options may be (1)
exercised in accordance with clause (A) hereof, or (2) terminated and payment
made in respect of such non-exercisable options in accordance with clause (B)
hereof.
(j) Securities And Other Laws. In any case where in the opinion of
the Committee the issue and delivery of shares upon the exercise of an option
would violate requirements of Federal or state securities or other laws, the
Corporation shall be entitled to postpone such issue and delivery until such
requirements have been complied with. The Committee may require representations
and agreements from the Optionee in order to insure compliance with Federal or
state securities or other laws, such as a representation or agreement that the
Optionee is acquiring the shares for investment and not for distribution or
resale.
<PAGE> 5
(k) Rights As Shareholder. No Optionee shall have any rights as a
shareholder with respect to any shares covered by the option until the date of
issuance of a stock certificate for such shares. No adjustment shall be made in
favor of any Optionee for dividends or other rights for which the record date is
prior to the date upon which such stock certificate is issued.
(l) Other Provisions. An option agreement pursuant to which options
are granted may contain such other terms, provisions and conditions as shall be
determined by the Committee which are not inconsistent with the Plan.
6.2 Incentive Stock Options.
(a) Option agreements with respect to Incentive Stock Options shall be
upon the same terms and conditions as those with respect to Non-qualified Stock
Options except that (a) no such Incentive Stock Option may be granted under the
Plan if such grant, together with any applicable prior grants, would exceed any
maximum established under the Internal Revenue Code, as amended from time to
time, for Incentive Stock Options of any single employee. Should any Incentive
Stock Option exceed such maximum, the option shall be void, but only to the
extent of such excess, and (b) any Incentive Stock Option granted to an
individual who, at the time of such grant "owns" (as defined in sections 422A
and 425 of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or a Subsidiary shall have an
Option Price of at least 110% of Fair Market Value and a term of not more than
five years.
6.3 Automatic Stock Options.
Notwithstanding other provisions of this Plan and to the extent shares
are available for grant under the Plan, the members of the Company's Board of
Directors, who are not employees of the Corporation ("Outside Directors"), and
the members of its Scientific Review Council shall automatically be granted
Non-qualified Stock Options on the terms described in this Section 6.3 and shall
not be eligible to be granted any other options under this Plan.
Each Outside Director who is serving as a member of the Board of Directors of
the Corporation on November 15, 1990 shall automatically be granted a
Non-qualified Stock Option to purchase 10,000 shares of Common Stock as of
November 15, 1990, which options shall be exercisable in one-third cumulative
annual installments beginning as of the later of August 31, 1990 or one year
after his or her election to the Board of Directors of the Corporation.
Each Outside Director of the Corporation who is elected or appointed to serve
as a member of the Board of Directors of the Corporation after November 15,
1990 shall automatically be granted a Non-qualified Stock Option to purchase
10,000 shares of Common Stock as of the date of his or her election or
appointment, which options shall be exercisable in one-third cumulative annual
installments beginning one year after the date of his or her election.
<PAGE> 6
Each Outside Director of the Corporation who is elected or appointed after
October 13, 1993 shall automatically be granted a Non-qualified Stock Option to
purchase 5,000 shares of Common Stock as of the date such person is first
elected or appointed to the Board of Directors, and such options shall be
exercisable in one-third cumulative annual installments beginning one year
after the date of the grant.
Each Outside Director of the Corporation who is re-elected to the Board of
Directors subsequent to October 13, 1993 shall automatically be granted a
Non-qualified Stock Option to purchase 2,000 shares of Common Stock for each
reelection subsequent to October 13, 1993, and such options shall be
exercisable in one-third cumulative annual installments beginning one year
after the date of the grant.
Each incumbent Outside Director of the Corporation elected during the October
7, 1993 Annual Meeting of Shareholders of the Corporation is granted a one-time
Non-qualified Stock Option equal to 2,000 shares of Common Stock multiplied by
the number of times he has been elected to the Board of Directors between
October 1, 1990 and October 7, 1993, inclusive. Such options are granted as of
October 13, 1993 and are exercisable in one-third cumulative annual
installments beginning one year after the date of the grant.
Each person who is serving as a member of the Scientific Review Council of the
Corporation on February 13, 1991 shall automatically be granted a Non-Qualified
Stock Option to purchase 6,000 shares of Common Stock as of February 13, 1991,
which options shall be exercisable in one-third cumulative annual installments
beginning as of the later of August 31, 1990 or one year after his or her
election or appointment to serve as a member of the Scientific Review Council
of the Corporation.
Each person who is elected or appointed to serve as a member of the Scientific
Review Council of the Corporation after February 13, 1991 shall automatically
be granted a Non-qualified Stock Option to purchase 6,000 shares of Common
Stock as of the date of his or her election or appointment, which options shall
be exercisable in one-third cumulative annual installments beginning one year
after the date of his or her election.
Each person who is elected or appointed to serve as a member of the Scientific
Review Council after October 15, 1993 shall automatically be granted a
Non-qualified Stock Option to purchase 2,500 shares of Common Stock as of the
date of his or her election or appointment, and such options shall be
exercisable in one-third cumulative annual installments beginning one year
after the date of the grant.
Each Scientific Review Council member who is re-elected to the Scientific
Review Council shall automatically be granted a Non-qualified Stock Option to
purchase 1,000 shares of Common Stock for each reelection subsequent to October
15, 1993, and such options shall be exercisable in one-third cumulative annual
installments beginning one year after the date of the grant.
<PAGE> 7
Each incumbent member of the Scientific Review Council who is a member of the
Scientific Review Council as of October 15, 1993, is granted a one-time
Non-qualified Stock Option equal to 1,000 shares of Common Stock multiplied by
the number of times he has been elected to the Scientific Review Council
between October 1, 1990 and October 15, 1993, inclusive. Such options are
granted as of December 16, 1993 and shall be exercisable in one-third
cumulative installments beginning one year after the date of the grant.
All options granted under this Section 6.3 shall be exercisable at the fair
market value of the Common Stock subject to the option as of the date of grant.
All options granted under this Section 6.3 after December 9, 1991 shall expire
ten years after the date they are granted, and all options granted under the
Plan to Outside Directors and members of the Corporation's scientific Review
Council and outstanding as of December 9, 1991 shall be amended, if the
Optionee consents, to extend their expiration date so that they will expire ten
years after the date they were granted.
7. Adjustment In Number Of Shares And Option Price.
In the event that the outstanding shares of Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for the
grant of options pursuant to the Plan but not yet subject to option, the number
and kind of shares of stock or other securities into which each outstanding
share of Common Stock shall have been so changed or for which each such share
shall have been exchanged. In the event there shall be any change, other than
as specified above in this Section 7 in the number or kind of outstanding shares
of Common Stock or of any stock or other securities into which such Common Stock
shall have been changed or for which it shall have been exchanged then if the
Board of Directors shall in its sole discretion determine that such change
equitably requires an adjustment in the number or kind of shares theretofore
reserved for the grant of options pursuant to the Plan but not yet subject to
option and of the shares then subject to an option or options, such adjustment
shall be made by the Board of Directors and shall be effective and binding for
all purposes of the Plan and of each option outstanding thereunder. In the case
of any such substitution or adjustment as provided in this Section 7, the option
price set forth in each outstanding option for each share covered thereby prior
to such substitution or adjustment will be the option price for all shares of
stock or other securities which shall have been substituted for such share or to
which such share shall have been adjusted pursuant to this Section 7. Upon any
adjustment made pursuant to this Section 7 the Company will, upon request,
deliver to the Optionee or to his Successors a certificate of its Secretary
setting forth the Option Price thereafter in effect and the number and kind of
shares or other securities thereafter purchasable on the exercise of such
option.
- 14 -
<PAGE> 8
8. Options In Substitution For Stock Options Granted By Other Corporations.
Options may be granted under the Plan from time to time in substitution
for stock options held by employees of other corporations who are about to
become key employees of the Corporation as the result of a merger or
consolidation of the corporation which employs such employee with the
Corporation or the acquisition by the Corporation of stock of the employing
corporation as a result of which it becomes a Subsidiary, or the acquisition of
assets of the employing corporation. The terms and conditions of the substitute
options so granted may vary from the terms and conditions set forth herein as
appropriate, to such extent as the Committee at the time of the grant may deem
appropriate to conform such substitute options, in whole or in part, to the
provisions of the options in substitution for which they are granted.
9. Employment Or Service.
Options granted under the Plan shall not be affected by any change of
employment or, in the case of Outside Directors and SRC members, service so long
as the holder continues to be an employee or, in the case of Outside Directors,
a Director or, in the case of SRC members, an SRC member of the Corporation.
Nothing in the Plan or in any options or rights granted pursuant to the Plan
shall confer on any individual any right to continue in the employ or service of
the Corporation or interfere in any way with the right of the Corporation to
terminate such employment or service at any time.
10. Use Of Proceeds.
Any cash proceeds derived from the sale of stock pursuant to options
granted under the Plan shall constitute general funds of the Corporation
available for all corporate purposes and the cost to the Company of repurchases
of stock shall be chargeable against the general funds of the Company.
11. Amendment And Termination Of Plan.
The Plan may be terminated at any time by vote of the holders of a
majority of the stock of the Corporation present or represented and entitled to
vote at a duly held meeting of shareholders, or by the Board of Directors,
provided, however, that no outstanding options may be terminated other than
pursuant to the terms of this Agreement, or pursuant to the terms of such
options. The Board of Directors may make such amendments to the Plan, and with
the consent of the Optionee, to the terms and conditions of his options, as it
shall deem advisable, provided, however, that the provisions of section 6.3 may
not be amended more often than once every six months other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder, and the Board of Directors may not, without
approval by vote of the holders of a majority of the outstanding shares of the
voting stock of the Corporation, (i) increase the maximum number of shares as to
which options may be granted under the Plan, either in the aggregate or as to
any individual optionee, except as provided in Section 7, (ii) extend the last
date for the grant of options, (iii) reduce the price at
- 15 -
<PAGE> 9
which options may be granted, except as provided in Section 7, (iv) materially
modify the eligibility requirements for participation in the Plan, or (v)
materially increase the benefits accruing to participants in the Plan.
12. Miscellaneous.
(a) Definition Of Affiliate. For all purposes of the Plan the term
"Affiliate" means any corporation which is either a "Parent Corporation" or a
"Subsidiary Corporation" of the Corporation, as those terms are defined in
Sections 425(e) and 425(f), respectively, of the Internal Revenue Code.
(b) Definition Of Subsidiary. For all purposes of the Plan the term
"Subsidiary" shall have the meaning set forth in Section 425(f) of the Internal
Revenue Code.
(c) Internal Revenue Code References. References in this Plan to
sections of the Internal Revenue Code shall include any amendments thereto and
subsequently enacted sections of the Internal Revenue Code which replace or
correspond to the sections referred to in this Plan.
<PAGE> 1
EXHIBIT 5.1
September 27, 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-8 (the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of an additional 400,000 of the
Company's Common Shares, par value $.16 per share (the "Common Shares"), to be
issued pursuant to the Neogen Corporation Stock Option Plan II (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the additional Common Shares to be offered
by the Company under the Plan pursuant to the Registration Statement have been
duly authorized and, when issued and sold by the Company in accordance with the
Plan and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Neogen Corporation
Lansing, Michigan
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated July 18, 1995, relating to the consolidated
financial statements of Neogen Corporation appearing in the Company's Annual
Report on Form 10-KSB for the year ended May 31, 1995.
BDO Seidman, LLP
BDO Seidman, LLP
Troy, Michigan
September 28, 1995
