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)
_________________________
IDETEK, INC. 1985 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)
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CALCULATION OF REGISTRATION FEE
________________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum
to be to be Offering Aggregate Amount of
Registered Registered Price Per Offering Registration
Share Price (1) Fee (1)
Common 110,259 (1) $666,459.41 $229.82
Stock, shares
$.10 par
value
________________________________________________________________________
(1) Computed pursuant to paragraph (h) of Rule 457 under the
Securities Act of 1933, as amended, on the basis of
varying per share prices at which the options may be
exercised, with the maximum exercise price per share
being $78.14.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and
Exchange Commission (the "Commission") (File No. 0-19271), are
incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or
the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, that contains
audited financial statements for the registrant's latest
fiscal year for which such statements have been filed;
(2) All other reports filed pursuant to Section 13(a)
or Section 15(d) of the Exchange Act since the end of the
fiscal year covered by the document referred to in (1)
above; and
(3) The description of the common stock, $.10 par
value per share, of the Registrant (the "Common Stock")
contained in a registration statement filed under 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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein 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.
The validity of the 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) 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL"), as amended, gives Delaware corporations the
power to indemnify each of their present and former directors or
officers under certain circumstances, if such person acted in
good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of the corporation.
Article Ninth of the Registrant's Certificate of
Incorporation provides that no director of the Registrant shall
be liable for any breach of fiduciary duty, except to the extent
that the GCL prohibits the limitation of liability of directors
for breach of fiduciary duty.
Article Thirteenth of the Registrant's Certificate of
Incorporation provides that a director or officer of the
Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or
in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Registrant and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and
(b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement
incurred in connection with any action by or in the right of the
Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant, except that no
indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is
entitled to indemnification of such expenses. Notwithstanding
the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is
required to be indemnified by the Registrant against all expenses
(including attorneys' fees) incurred in connection therewith.
Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to
indemnification for such expenses.
Indemnification is required to be made unless the Registrant
determines that the applicable standard of conduct required for
indemnification has not been met. In the event of a
determination by the Registrant that the director or officer did
not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is
claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such
person is entitled to indemnification. As a condition precedent
to the right of indemnification, the director or officer must
give the Registrant notice of the action for which indemnity is
sought, and the Registrant has the right to participate in such
action or assume the defense thereof.
Article Thirteenth of the Registrant's Certificate of
Incorporation further provides that the indemnification provided
therein is not exclusive and provides that, in the event that the
GCL is amended to expand the indemnification permitted to
directors or officers, the Registrant must indemnify those persons
to the fullest extent permitted by such law as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits hereto
is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
A. The 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 the 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 the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however that paragraphs (i) and (ii) do not apply if
the 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 reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
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 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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 in 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
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) ---
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(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 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 861,507
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 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
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
