Registration No. 333-11199
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IDEXX LABORATORIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 01-0393723
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE IDEXX DRIVE, WESTBROOK, MAINE 04092
(Address of Principal Executive Offices) (Zip Code)
_________________________
IDETEK, INC. 1985 INCENTIVE STOCK OPTION PLAN
IDETEK, INC. 1987 STOCK OPTION PLAN
IDETEK, INC. INCENTIVE STOCK OPTION AGREEMENT DATED FEBRUARY 13, 1996
WITH MARK C. PLATSHON
IDETEK, INC. INCENTIVE STOCK OPTION AGREEMENT DATED FEBRUARY 13, 1996
WITH RICHARD M. ROCCO, PH.D.
(Full Title of the Plans)
RICHARD B. THORP, ESQ.
IDEXX LABORATORIES, INC.
ONE IDEXX DRIVE
WESTBROOK, MAINE 04042
(Name and Address of Agent For Service)
(207) 856-0300
(Telephone Number, Including Area Code, of Agent For Service)
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibit hereto is
incorporated herein by reference.
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 Westbrook, State of Maine, on this 25th day of September, 1996.
IDEXX LABORATORIES, INC.
By: /s/ David E. Shaw
________________________
David E. Shaw
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities on September 25, 1996.
Signature Title
* Chairman of the Board of Directors
___________________________ and Chief Executive Officer
David E. Shaw (Principal Executive Officer)
* Vice President - Finance and
____________________________ Treasurer (Principal Financial
Merilee Raines Officer and Principal Accounting
Officer)
* President, Chief Operating Officer
_____________________________ and Director
Erwin F. Workman, Jr., Ph.D.
* Director
______________________________
John R. Hesse
* Director
______________________________
E. Robert Kinney
* Director
______________________________
William F. Pounds
* Director
_______________________________
James L. Moody, Jr.
* Director
________________________________
Kenneth Paigen, Ph.D.
* By /s/ Richard B. Thorp
______________________
Richard B. Thorp,
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Richard B. Thorp, General Counsel to
the Registrant
23.2 Consent of Richard B. Thorp (included in Exhibit 5.1)
Exhibit 5.1
IDEXX IDEXX Laboratories, Inc.
One IDEXX Drive, Westbrook, Maine 04092 USA
Telephone 207-856-0300
August 30, 1996 Facsimile 207-856-0346
Telex 9103807069
IDEXX Laboratories, Inc.
One IDEXX Drive
Westbrook, Maine 04092
Re: Idetek, Inc. Stock Option Plans and Stock Option Agreements
Ladies and Gentlemen:
I am General Counsel to IDEXX Laboratories, Inc., a Delaware
corporation (the "Company"). In such capacity, I have assisted
in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 110,259
shares of Common Stock, par value $.10 per share (the "Shares"),
of the Company, issuable upon exercise of options granted under
the Idetek, Inc. 1985 Incentive Stock Option Plan, the Idetek,
Inc. 1987 Stock Option Plan (the "Plans"), and two Idetek, Inc.
Incentive Stock Option Agreements (the "Agreements").
I have examined the Restated Certificate of Incorporation of
the Company, as amended, the Amended and Restated By-Laws of the
Company, as amended, and originals, or copies certified to my
satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as I
have deemed material for purposes of this opinion.
In my examination of the foregoing documents, I have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified
or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, I am of the opinion that the Company
has duly authorized for issuance the Shares covered by the
Registration Statement to be issued under the Plans or the
Agreements, as the case may be, as described in the Registration
Statement, and the Shares, when issued in accordance with the
terms of the Plans or Agreements, as the case may be, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement.
Very truly yours,
/s/ Richard B. Thorp
Richard B. Thorp
General Counsel
