As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-_________
=============================================================================
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
incorporation or organization) Identification No.)
620 Lesher Place
Lansing, Michigan 48912-1595
- --------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
NEOGEN CORPORATION
1997 STOCK OPTION PLAN
(Full title of the plan)
Lon M. Bohannon
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912-1595
(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 maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered Registered price per share price registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares (1) 14,000 shares $13.250(2) $185,500.00
Common Shares 4,000 shares $12.750 $ 51,000.00
Common Shares 5,000 shares $11.375 $ 56,875.00
Common Shares 10,400 shares $11.3125 $117,650.00
Common Shares 138,500 shares $ 7.1875 $995,468.75
Common Shares 23,000 shares $ 6.25 $143,750.00
Common Shares 205,100 shares $ 6.9375(3) $1,422,881.30
-------------- -------- ------------- -------
Total 400,000 shares $2,973,125.05 $826.53
============== ============= =======
<FN>
(1) $0.16 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) solely for the purpose of
computing the registration fee and based on the exercise price of
the options.
(3) Calculated pursuant to Rule 457(h) solely for the purpose of
computing the registration fee and based on the average of the high
and low prices of the Common Shares, as quoted on The Nasdaq
National Market, on October 27, 1998.
</TABLE>
<PAGE>
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, 1998, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2. Quarterly Report on Form 10-Q for the quarter ended August 31,
1998, and all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year ended May 31,
1998.
3. The description of the Registrant's Common Shares included under
the caption "Description of Capital Stock" on pages 33 through 34 of
the Registrant's Prospectus, dated October 22, 1996, 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-2
(file no. 33-12193) effective October 22, 1996 (the "Registration
Statement").
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the Registrant so limit the
liability of directors. The Registrant's Bylaws also provide for
indemnification of directors and officers.
2
<PAGE>
The Articles of Incorporation limit director liability for breaches
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 laws, (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. These provisions, however, do
not affect liability under the Securities Act.
The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to
take any action as a director or officer, except for liability for specified
acts. The provisions of the Registrant's Bylaws relating to indemnification
of directors and officers limit director, officer and employee liability to
the fullest extent permitted by Michigan Law. The provisions of the Michigan
Business Corporation Act are broad enough to permit indemnification with
respect to liabilities arising under the Securities Act of the Michigan
Uniform Securities Act.
In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $3,000,000 in coverage,
including liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation, as restated, incorporated by
reference to Exhibit 3(i) filed with the Registrant's
Registration Statement on Form S-2 (No. 333-12193) filed
with the Commission on September 17, 1996 and amended on
October 18, 1996, which Registration became effective
October 22, 1996.
4.2 Bylaws, as amended, incorporated by reference to Exhibits
3(b)(1) and 3(b)(2) to the Registrant's Registration
Statement on Form S-18 (file no. 33-29844C), filed with the
Securities and Exchange Commission on July 17, 1989.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.2 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 6 of this Registration
Statement).
3
<PAGE>
99.1 Neogen Corporation 1997 Stock Option Plan incorporated by
reference to Exhibit 10(c) to the Annual Report on Form
10-KSB (file no. 0-17988), filed with the Commission on
August 21, 1998.
99.2 Form of Stock Option Agreements, granted under the Neogen
Corporation 1997 Stock Option Plan.
99.3 Forms of Recipient Letters, sent to recipients under the
Neogen Corporation 1997 Stock Option Plan.
99.4 Forms of Recipient Certificates, issued to recipients under
the Neogen Corporation 1997 Stock Option Plan.
Item 9. Undertakings.
(a) The undersigned 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;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of this
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
this 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 prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this Registration Statement is
on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic
4
<PAGE>
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Registration Statement
and in the Prospectus related to this Registration Statement by reference
have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
which is incorporated in this Registration Statement and such Prospectus by
reference, and have been so incorporated in reliance upon the report of such
firm given upon the authority of such firm as experts in accounting and
auditing.
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
5
<PAGE>
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 October 30, 1998.
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
"Registrant"), 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 Registrant under the Securities Act, which registration statement
relates to the registration and issuance of the Registrant's Common Shares,
par value $0.16 a share, pursuant to the Neogen Corporation 1997 Stock Option
Plan, 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.
6
<PAGE>
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.
Signature Title Date
- --------- ----- ----
/s/ James L. Herbert President, Chief Executive October 30, 1998
- --------------------- Officer, Director (Principal
James L. Herbert Executive Officer)
/s/ Lon M. Bohannon Vice President of Administration, October 30, 1998
- --------------------- Chief Financial Officer, Director
Lon M. Bohannon (Principal Financial and Accounting
Officer)
* Chairman, Board of Directors
- ---------------------
Herbert D. Doan
* Director
- ---------------------
Robert M. Book
* Director
- ---------------------
Gordon E. Guyer
* Secretary and Director
- ---------------------
G. Bruce Papesh
* Director
- ---------------------
Jack C. Parnell
* Director
- ---------------------
Thomas H. Reed
* Director
- ---------------------
Leonard E. Heller
*By:/s/ James L. Herbert October 30, 1998
--------------------------------
James L. Herbert, Attorney-in-fact
7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Articles of Incorporation, as restated, incorporated by reference to
Exhibit 3(i) filed with the Registrant's Registration Statement on
Form S-2 (No. 333-12193) filed with the Commission on September 17,
1996 and amended on October 18, 1996, which Registration became
effective October 22, 1996.
4.2 Bylaws, as amended, incorporated by reference to Exhibits 3(b)(1)
and 3(b)(2) to the Registrant's Registration Statement on Form S-18
(file no. 33-29844C), filed with the Securities and Exchange
Commission on July 17, 1989.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.2 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 6 of this Registration Statement).
99.1 Neogen Corporation 1997 Stock Option Plan incorporated by reference
to Exhibit 10(c) to the Annual Report on Form 10-KSB (file no.
0-17988), filed with the Commission on August 21, 1998.
99.2 Form of Stock Option Agreements, granted under the Neogen
Corporation 1997 Stock Option Plan.
99.3 Forms of Recipient Letters, sent to recipients under the Neogen
Corporation 1997 Stock Option Plan
99.4 Forms of Recipient Certificates, issued to recipients under the
Neogen Corporation 1997 Stock Option Plan
8
EXHIBIT 5.1
-----------
LANSING, MICHIGAN
TELEPHONE: (313) 465-7000
FAX: (313) 465-8000
http://law. Honigmann. com
October 30, 1998
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 a maximum of
400,000 of the Company's Common Shares, par value $.16 per share (the "Common
Shares"), issued or to be issued pursuant to options granted under the Neogen
Corporation 1997 Stock Option Plan (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by
the Company under the Plan pursuant to the Registration Statement have been
duly authorized and, (ii) 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,
/s/HONIGMAN MILLER SCHWARTZ AND COHN
HONIGMAN MILLER SCHWARTZ AND COHN
DET_B\118157.1
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Neogen Corporation
Lansing, Michigan
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated July
16, 1998, 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, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Troy, Michigan
October 30, 1998
DET_B\118158.1
Exhibit 99.2
1997 STOCK OPTION PLAN
----------------------
NEOGEN CORPORATION
------------------
Stock Option Agreement
----------------------
AGREEMENT dated as of this ______ day of ___________, ______ between
Neogen Corporation, a Michigan corporation (the "Corporation), and
_______________ (the "Optionee).
WHEREAS, the Optionee is now in the employment or service of the
Corporation or one of its Subsidiaries in a key position, and the Corporation
desires to grant to the Optionee in connection with such employment or
service and pursuant to the Corporation's 1997 Stock Option Plan (the "Plan",
a copy of which has been delivered to Optionee) the following option.
NOW, THEREFORE, in consideration of the premises, the parties hereto
mutually covenant and agree as follows:
1. Stock Option. Subject to the terms and conditions set forth in
this Agreement and the Plan, the Corporation grants to the Optionee the
option (the "Option") to purchase from the Corporation, from time to time but
before that date which is set forth on Appendix I attached hereto, (the
"Expiration Date"), ________ shares of the corporation's Common Stock, par
value $.16 per share, at a price of $13.25 per share, which Option may be
exercised in accordance with the schedule set forth on Appendix I attached
hereto, in whole or in part, at any time from time to time, as follows:
(a) All or any part of the shares covered by the Option may be
purchased at the time of such vesting, as set forth in Appendix I, or at any
time thereafter before the Expiration Date in respect of such Option. The
Option shall expire completely, however, to the extent that it is not
exercised before the Expiration Date.
(b) If at any time prior to the Expiration Date the Optionee shall
be on an authorized leave of absence which the Committee (the "Committee"),
as defined in the Plan, determines does not constitute a termination of
employment or service for the purposes of the Plan, the Option shall be
subject to such further limitations as to the date or dates on which and the
period or periods during which the Optionee may exercise the Option as the
Committee shall determine, except that in no event shall the Option be
exercisable on or after the Expiration date.
(c) The 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 is 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, but otherwise the Option shall be exercisable
only if and to the extent the Optionee is entitled to exercise the Option at
the date of termination of the Optionee's employment or service.
<PAGE>
(d) In the case of employees, this Option is intended to qualify as
an Incentive Stock Option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended. In the case of Outside Directors and members of the
Scientific Review Council of the Corporation, this option is intended to be a
Non-qualified Stock Option.
2. Exercise And Payment. The option granted hereby shall be
exercised by the Optionee by delivering to the Treasurer of the Corporation,
from time to time, during normal business hours, written notice of exercise.
Such notice shall specify the date of this Agreement and the number of shares
the Optionee then desires to purchase. Upon the exercise of the Option, the
notice shall be accompanied by payment in full in cash or with the consent of
committee, in such other form as described in paragraph 10 of the Plan.
The Committee shall have the right to require the Optionee to take
such action in connection with any exercise of the Option or the shares to be
issued hereunder (including the furnishing of appropriate representations and
agreements) as the Committee shall determine is necessary in order to insure
compliance with Federal or state securities or other laws.
Following receipt of such notice and the required Payment, the
Corporation (except as provided below) shall thereafter issue and deliver to
the Optionee (or other person entitled to exercise the Option) promptly a
certificate or certificates for such number of shares registered in the name
of the Optionee or such other person entitled to exercise the Option, as the
case may be.
3. Termination Of Option. The Option hereby granted shall terminate
and be of no force or effect upon the happening of the first to occur of the
following events:
(a) The Expiration Date.
(b) The expiration of three months after the termination of the
Optionee's employment or service with the Corporation or a
Subsidiary 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.
(c) The expiration of twelve months after the date of the
Optionee's death. During such twelve month period the
executor or administrator of the Optionee's estate, or the
Optionee's legatees or heirs, whichever may be entitled,
shall have the right to exercise the Option if and to the
extent that the Option might have been exercised by the
Optionee at the date of death or as determined by the
Committee under the provisions of Section 1(c) hereof.
4. Nontransferability. The Option granted hereby shall not be
assignable or transferable by the Optionee except by will or under the laws
of descent and distribution, and during the life of the Optionee the Option
shall be exercisable only by the Optionee or the Optionee's guardian or legal
representative. No assignment or transfer of the Option, or the rights
represented hereby, whether voluntary or involuntary, by operation of law or
otherwise,
2
<PAGE>
except by will or under the laws of descent and distribution, shall vest in
the assignee or transferee any interest or right herein whatsoever, but
immediately upon any attempt to assign or transfer the Option the same shall
terminate and be of no force or effect.
5. Extraordinary Transactions. Notwithstanding anything in the Plan
to the contrary, in connection with any Extraordinary Transaction, as defined
in the Plan ("Transaction"), and effective as of a date selected by the
Committee, which date shall, in the Committee's judgment, be far enough in
advance of the Transaction to permit Optionees to exercise their options and
participate in the Transaction as a holder of Common Shares, the Committee,
acting in its Discretion without the consent of any Optionee, may effect one
or more of the following alternatives with respect to all of the outstanding
stock options (which alternatives may be made conditional on the occurrence
of the applicable Transaction and which may, if permitted by law, vary among
individual Optionees): (a) accelerate the time at which stock options then
outstanding may be exercised so that such stock options may be exercised in
full for a limited period of time on or before a specified date fixed by the
Committee after which specified date all unexercised stock options and all
rights of Optionees thereunder shall terminate; (b) accelerate the time at
which stock options then outstanding may be exercised so that such stock
options may be exercised in full for their then remaining term; or (c)
require the mandatory surrender to the Company of outstanding stock options
held by such Optionees (irrespective of whether such stock options are then
exercisable) as of a date, before or not later than sixty days after such
Transaction, specified by the Committee, and in such event the Company shall
thereupon cancel such stock options and shall pay to each optionee an amount
of cash equal to the excess of the fair market value of the aggregate Common
Shares subject to such stock option, determined as of the date such
Transaction is effective, over the aggregate option price of such shares,
less any applicable withholding taxes; provided, however, the Committee shall
not select an alternative (unless consented to by the Optionee) such that, if
a Optionee exercised his or her accelerated stock option pursuant to
alternative (a) or (b) and participated in the Transaction or received cash
pursuant to alternative (c), the alternative would result in the Optionee's
owing any money by virtue of the operation of Section 16(b) of the Securities
Exchange Act of 1934 ("Exchange Act"). If all such alternatives have such a
result, the Committee shall, in its Discretion, take such action to put such
Optionee in as close to the same position as such Optionee would have been in
had alternative (a), (b) or (c) been selected but without resulting in any
payment by such Optionee pursuant to Section 16(b) of the Exchange Act.
Notwithstanding the foregoing, with the consent of affected Optionees, each
with respect to such Optionee's option only, the Committee may in lieu of the
foregoing make such provision with respect to any Transaction as it deems
appropriate.
6. Rights as Shareholder. The Optionee shall not 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 for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
7. Securities Other Laws. Notwithstanding any other provisions of
this Agreement, in any case where in the opinion of the Committee the
issuance and delivery of shares upon the exercise of the Option would violate
any Federal or state securities or other laws, or any rules or
3
<PAGE>
regulations thereunder, the Corporation shall be entitled to postpone such
issuance and delivery until such laws, rules or regulations shall have been
complied with.
8. Optionee. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where provisions should logically be
construed to apply to the guardian or legal representative of the Optionee or
the executor or administrator or legatees or heirs to whom the Option may be
transferred by will or by the laws of descent and distribution, it shall be
deemed to include such person or persons.
9. Adjustment In Number of Shares And Option Price. In the event
that there are any changes in the outstanding Common Stock of the Corporation
by reason of stock dividends, split-ups, statutory share exchanges,
recapitalizations, reorganizations or mergers (whether or not the Corporation
is the surviving corporation) the number of shares subject to the Option and
the option price shall be appropriately adjusted by the Committee, if
necessary, to reflect equitably such change or changes. The determination of
the Committee in this regard shall be conclusive.
10. Employment or Service. Nothing in the Plan or in this Agreement
shall confer on the Optionee any right to continue in the employ or service
of the Corporation or any of its Subsidiaries or interfere in any way with
the right of the Corporation or any of its Subsidiaries to terminate the
Optionee's employment or service at any time as freely as if the Option had
not been granted and no Plan had been in existence.
11. Decisions By The Committee. Any dispute or disagreement which
shall arise under, or as a result of, or pursuant to this Agreement shall be
determined by the Committee in its absolute and uncontrolled discretion and
any such determination or any other determination by the Committee under or
pursuant to this Agreement and any interpretation by the Committee of the
terms of this Agreement or the Plan shall be final, binding, and conclusive
on all persons affected thereby.
12. Reserve of Option Shares. The Corporation shall at all times
during the term of this Agreement reserve and keep available such number of
shares of its stock as will be sufficient to satisfy the requirements of this
Agreement.
13. Amendment. This Agreement may be altered or amended by written
agreement of the parties hereto in any manner which is consistent with the
Plan and approved by the Committee.
14. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the
Treasurer of the Corporation, or to the Corporation (Attention of the
Treasurer), 620 Lesher Place, Lansing, Michigan 48912 or at such other
address as the Corporation by notice to the optionee may designate in writing
from time to time, and to the Optionee at such address as the Optionee, by
notice to the Treasurer of the Corporation, may designate in writing from
time to time.
4
<PAGE>
15. Miscellaneous.
(a) Transfer of Employment Or Service. The transfer of employment or
service of the Optionee from the Corporation to a Subsidiary or from a
Subsidiary to the Corporation or to another Subsidiary shall not be a
termination of employment or service for the purposes of this Agreement.
(b) Definitions. The terms used herein, unless otherwise defined,
shall have the meanings set forth in the Plan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set
his or her hand and seal, all as of the day and year first above written.
NEOGEN CORPORATION
By:____________________________________
Title__________________________________
---------------------------------------
Optionee
---------------------------------------
Address
---------------------------------------
Social Security Number
5
<PAGE>
PLAN II
-------
APPENDIX I
(Vesting Schedule)
Shares Eligible
On And After: To Purchase % Vested
- ------------- --------------- --------
Expiration Date of Option:
DET_B\110406.1
Exhibit 99.3
[Date]
[Name and Address]
Dear [Name]:
The Stock Option Committee of the Neogen Board of Directors has awarded you
an option to purchase _________ shares of Neogen Corporation Common Stock
under the terms of the company's 1997 Stock Option Plan. This Plan was
approved by shareholders at last year's Annual Meeting. Since you may not
have a copy of the new Plan in your personal files, I am enclosing one.
The official date of the option is ________________ and the option price for
the stock is __________. Complete details concerning your option are found in
the attached Plan. In general, this option is vested to you at _____% a year
and expires at the end of _________ years.
If you have questions concerning this option or your eligibility, please
contact either Lon Bohannon or myself. The Stock Option Committee considers
the awarding of options to be confidential and strongly encourages that you
discuss this option only with your immediate superior, Lon Bohannon or
myself.
Neogen stock options are now administered by AST Stock Plan. You will be
receiving your official stock option certificate from this company in the
near future. When it arrives, I suggest you treat it in the fashion you would
other valuable papers.
The Stock Option Committee has made this award to you in recognition for your
contribution to the company's growth and in anticipation of your continued
strong contribution. I also want to personally thank you for your role in
making fiscal 1998 our best year on record and for the support you have
provided me.
With best personal regards.
Cordially,
James L. Herbert
President
DET_B\110742.1
<PAGE>
[Date]
[Name and Address]
Dear [Name]:
Under the terms of the company's 1997 Stock Option Plan ("Plan"), you have
automatically been granted a Nonqualified Stock Option to purchase _______
shares of Neogen Corporation Common Stock. The Plan was approved by
shareholders at last year's Annual Meeting, and a copy has been provided for
your files.
The official date of the grant is ____________, and the option price for the
stock is $________. Complete details concerning your option are found in the
Plan. All options granted under this section of the 1997 Stock Option Plan
shall be exercisable in __________ cumulative annual installments beginning
_________ after the date of grant, shall expire ________ years after the date
of grant, and shall have an option price equal to ______% of the fair market
value of the Company's Common Stock on the date of grant.
Neogen stock options are now administered by AST Stock Plan. You will be
receiving your official stock option certificate from this company in the
near future. When it arrives, I suggest you treat it in the fashion you would
other valuable papers.
If you have questions concerning this option or your eligibility, please
contact either Lon Bohannon or myself.
With best personal regards.
Cordially,
James L. Herbert
President
DET_B\110742.1
Exhibit 99.4
//Plan//
Non-Qualified Stock Option Notice
Optioneee: //Person// //Personcont//
Grant Date: //Grant Date Text//
Shares Granted: //Shares No Decimals//
Stock Option Price //Price//
Last Date to Exercise //Last Date To Exer//
We are pleased to inform you that the Stock Option Committee of the Board has
granted you an option to purchase //Company// common stock. Your grant has
been made under the Company's //Plan// (the "Plan"), which together with the
terms contained in this Notice, sets forth the terms and conditions of your
grant and is incorporated herein by reference. A copy of the Plan as been
provided to you. Please review it carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following
vesting schedule:
Shares Vesting Vesting in Period Last Date to
Date of Vest Over the Period Occurs Exercise
- ------------ --------------- ----------------- ------------
//WaitDate// //WaitShares// //WaitDate// //WaitExpire//
//P1Vest// //P1Shares// //P1Frequency// //P1LastDate//
//P2Vest// //P2Shares// //P2Frequency// //P2LastDate//
//P3Vest// //P3Shares// //P3Frequency// //P3LastDate//
//P4Vest// //P4Shares// //P4Frequency// //P4LastDate//
//P5Vest// //P5Shares// //P5Frequency// //P5LastDate//
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number
of vested shares at any time, by following the exercise procedures set up by
the Company. All exercises must take place before the Last Date to Exercise,
or such earlier date as is set out in the Plan following your death,
disability or your ceasing to be an employee, director or SRC member. The
number of shares you may purchase as of any date cannot exceed the total
number of shares vested by that date, less any shares you have previously
acquired by exercising this Option.
Employment Requirements:
The Plan sets out the terms and conditions that govern this grant in the
event of your termination of employment, service, death or disability. In the
event of your termination of employment or service, all further vesting of
shares under this grant stops, and all unvested shares are canceled. As set
out in Plan, you will have //VSTermNum// //VSTermPer// after your employment
or service ceases or is suspended to exercise your vested options, and in the
event of your death or total disability you or your estate will have a period
of //VSDeathNum// //VSDeathPer// to exercise any vested options.
Taxes and Withholding:
This option is not intended to be an Incentive Stock Option, as defined under
Section 422(h) of the Internal Revenue Code. Any exercise of this option is
normally a taxable event, and if the Company determines that any federal,
state, local or foreign tax or withholding payment is required relating to
the exercise or sale of shares arising from this grant, the Company shall
have the right to require such payments from you, or withhold such amounts
from other payments due to you from the Company.
<PAGE>
//Plan//
--------
EXPLORE YOUR OPTIONS
Option to Purchase: //SHARES TEXT// SHARES
- ------------------- ----------------------
Granted to: //PERSON// //PERSONCONT//
- -------------------------------------
This stock option grant has been executed as of //GrantDateText// on behalf
of //Company// at the option price of //Price//.
------------------------------------------
Lon Bohannon
Vice President and Chief Financial Officer
NEOGEN(R)
CORPORATION
This is not a stock certificate or a negotiable instrument.
Non-Transferable.
DET_B\117478.1
<PAGE>
//Plan//
Incentive Stock Option Notice
Optioneee: //Person// //Personcont//
Grant Date: //Grant Date Text//
Shares Granted: //Shares No Decimals//
Stock Option Price //Price//
Last Date to Exercise //Last Date To Exer//
We are pleased to inform you that the Stock Option Committee of the Board has
granted you an option to purchase //Company// common stock. Your grant has
been made under the Company's //Plan// (the "Plan"), which together with the
terms contained in this Notice, sets forth the terms and conditions of your
grant and is incorporated herein by reference. A copy of the Plan as been
provided to you. Please review it carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following
vesting schedule:
Shares Vesting Vesting in Period Last Date to
Date of Vest Over the Period Occurs Exercise
- ------------ --------------- ----------------- ------------
//WaitDate// //WaitShares// //WaitDate// //WaitExpire//
//P1Vest// //P1Shares// //P1Frequency// //P1LastDate//
//P2Vest// //P2Shares// //P2Frequency// //P2LastDate//
//P3Vest// //P3Shares// //P3Frequency// //P3LastDate//
//P4Vest// //P4Shares// //P4Frequency// //P4LastDate//
//P5Vest// //P5Shares// //P5Frequency// //P5LastDate//
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number
of vested shares at any time, by following the exercise procedures set up by
the Company. All exercises must take place before the Last Date to Exercise,
or such earlier date as is set out in the Plan following your death,
disability or your ceasing to be an employee, director or SRC member. The
number of shares you may purchase as of any date cannot exceed the total
number of shares vested by that date, less any shares you have previously
acquired by exercising this Option.
Employment Requirements:
The Plan sets out the terms and conditions that govern this grant in the
event of your termination of employment, service, death or disability. In the
event of your termination of employment or service, all further vesting of
shares under this grant stops, and all unvested shares are canceled. As set
out in Plan, you will have //VSTermNum// //VSTermPer// after your employment
or service ceases or is suspended to exercise your vested options, and in the
event of your death or total disability you or your estate will have a period
of //VSDeathNum// //VSDeathPer// to exercise any vested options.
Taxes, Withholding and Disposition of Stock:
This option is not intended to be an Incentive Stock Option, as defined under
Section 422(b) of the Internal Revenue Code. In the event that the Company
determines that any federal, state, local or foreign tax or withholding
payment is required relating to the exercise or sale of shares arising from
this grant, the Company shall have the right to require such payments from
you, or withhold such amounts from other payments due to you from the
Company. You agree to notify the Company when you sell or otherwise transfer
or dispose of the shares acquired by exercising this Option.
<PAGE>
//Plan//
--------
EXPLORE YOUR OPTIONS
Option to Purchase: : //SHARES TEXT// SHARES
- --------------------------------------------
Granted to: //PERSON// //PERSONCONT//
- -------------------------------------
This stock option grant has been executed as of //GrantDateText// on behalf
of //Company// at the option price of //Price//.
------------------------------------------
Lon Bohannon
Vice President and Chief Financial Officer
NEOGEN(R)
CORPORATION
This is not a stock certificate or a negotiable instrument.
Non-Transferable.
DET_B\117478.1
