Registration No. 333-
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
_________________________
1991 STOCK OPTION PLAN
(Full Title of the Plan)
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)
___________________________________________________________________________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
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
Common 975,000 $38 (1) $37,050,000 (1) $12,775.87
Stock, shares
$.10 par
value
_______________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average of the high and low
prices of the Common Stock on the Nasdaq National Market
System on August 23, 1996, in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933, as amended.
_______________________________________________________________________
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by
reference the contents of (i) the Registration Statement on Form
S-8, File No. 33-42845, filed by the Registrant on September 18,
1991 relating to the Registrant's 1984 Stock Option Plan and 1991
Stock Option Plan (excluding the financial statements, financial
statement schedules and reports of independent public
accountants); (ii) the Registration Statement on Form S-8, File
No. 33-48404, filed by the Registrant on June 8, 1992 relating to
the Registrant's 1991 Stock Option Plan (excluding the financial
statements, financial statement schedules and reports of
independent public accountants); (iii) the Registration Statement
on Form S-8, File No. 33-64204, filed by the Registrant on June
10, 1993 relating to the Registrant's 1991 Stock Option Plan
(excluding the financial statements, financial statement
schedules and reports of independent public accountants); and
(iv) the Registration Statement on Form S-8, File No. 33-95616,
filed by the Registrant on August 9, 1995 relating to the
Registrant's 1991 Stock Option Plan (excluding the financial
statements, financial statement schedules and reports of
independent public accountants).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of
the Registrant's Common Stock being registered pursuant to this
Registration Statement will be passed upon for the Registrant by
its General Counsel, Richard B. Thorp. As of the date of this
Registration Statement, Mr. Thorp has (i) the beneficial
ownership of 2,800 shares of the Registrant's Common Stock and
(ii) the right to receive up to 101,696 shares of the
Registrant's Common Stock upon the exercise of stock options
granted to him by the Registrant, which stock options are or (in
periodic installments) will become exercisable through February
13, 2001.
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 30th day of
August, 1996.
IDEXX LABORATORIES, INC.
By:_________________________
David E. Shaw
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IDEXX
Laboratories, Inc., hereby severally constitute David E. Shaw and
Richard B. Thorp, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and
all subsequent amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our
capacities as officers and directors to enable IDEXX
Laboratories, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
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 August 30, 1996.
Signature Title
/s/ David E. Shaw Chairman of the Board of Directors
David E. Shaw and Chief Executive Officer
(Principal Executive Officer)
/s/ Merilee Raines Vice President - Finance and
Merilee Raines Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Erwin F. Workman, Jr. President, Chief Operating Officer
Erwin F. Workman, Jr., Ph.D. and Director
/s/ John R. Hesse Director
John R. Hesse
/s/ E. Robert Kinney Director
E. Robert Kinney
/s/ William F. Pounds Director
William F. Pounds
/s/ James L. Moody, Jr. Director
James L. Moody, Jr.
/s/ Kenneth Paigen Director
Kenneth Paigen, Ph.D.
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 (1) Restated Certificate of Incorporation, as amended,
of the Registrant ---
4.2 (2) Amended and Restated By-Laws of the Registrant ---
4.3 (2) Specimen Certificate of Common Stock of
the Registrant ---
5.1 Opinion of Richard B. Thorp, General Counsel to
the Registrant ---
23.1 Consent of Arthur Andersen LLP ---
23.2 Consent of Richard B. Thorp (included in
Exhibit 5.1) ---
24.1 Power of Attorney (included on the signature
page of this Registration Statement) ---
____________________
(1) Incorporated herein by reference to the Exhibits to the
Registrant's Registration Statement on Form S-8 (File No. 33-
95616).
(2) Incorporated herein by reference to the Exhibits to the
Registrant's Registration Statement on Form S-1 (File No. 33-
40447).
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our reports (and to all references to our Firm) included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 30, 1996
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: 1991 Stock Option Plan
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 975,000
shares of Common Stock, par value $.10 per share (the "Shares"),
of the Company, issuable upon exercise of options to be granted
under the Company's 1991 Stock Option Plan (the "Plan").
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, as described
in the Registration Statement, and the Shares, when issued in
accordance with the terms of the Plan, 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
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our reports (and to all references to our Firm) included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 30, 1996
