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As filed with the Securities and Exchange Commission on September 19, 1997
Registration No. 333-
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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)
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1997 EMPLOYEE STOCK PURCHASE PLAN
1997 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
1997 DIRECTOR OPTION PLAN
(Full Title of the Plans)
RICHARD B. THORP, ESQ.
GENERAL COUNSEL
IDEXX LABORATORIES, INC.
ONE IDEXX DRIVE
WESTBROOK, MAINE 04092
(Name and Address of Agent For Service)
(207) 856-0300
(Telephone Number, Including Area Code, of Agent For Service)
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Price Aggregate Amount of
To be Registered Registered Per Share Offering Price Registration Fee
- ---------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 267,500 shares (2) $ N/A $ N/A $ N/A
$.10 par value (1)
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(1) Includes the registration of the Preferred Stock Purchase Rights attached
to such Common Stock.
(2) These 267,500 shares of Common Stock were originally registered on
registration statements on Form S-8 on September 18, 1991 (File No.
33-42846), June 10, 1993 (File No. 33-64202) and August 9, 1995 (File No.
33-95614) in connection with the Company's 1991 Director Option Plan and on
June 24, 1994 (File No. 33-80724) in connection with the Company's 1994
Employee Stock Purchase Plan. 152,678 of such shares (including the
Preferred Stock Purchase Rights attached thereto) are being transferred
from those registered under the registration statement relating to the
Company's 1994 Employee Stock Purchase Plan and the remaining 114,822
shares (including the Preferred Stock Purchase Rights attached thereto) are
being transferred from those registered under the registration statement
relating to the Company's 1991 Director Option Plan. The aggregate
registration fee paid for these shares of Common Stock was approximately
$1,181.54 (using a weighted average per share registration fee for the
shares transferred from the Company's 1991 Director Option
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Plan). The Company is transferring such 267,500 shares from the prior
registration statements and will file a Post-Effective Amendment to the
prior registration statements reflecting such transfer.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-27733, filed by
the Registrant on May 23, 1997 relating to the Registrant's 1997 Employee Stock
Purchase Plan, 1997 International Employee Stock Purchase Plan and 1997 Director
Option Plan.
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 9,896 shares of the Registrant's Common
Stock and (ii) the right to receive up to 90,600 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 4, 2002.
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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 the this 19th day of
September, 1997.
IDEXX LABORATORIES, INC.
By: /s/ David E. Shaw
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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, Richard B. Thorp and Scott W.
Roberts, 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.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <S> <C>
/s/ David E. Shaw Chairman of the Board of September 19, 1997
- ------------------------------ Directors and Chief
David E. Shaw Executive Officer
(Principal Executive
Officer) and Director
/s/ Ralph K. Carlton Senior Vice President, September 19, 1997
- ------------------------------ Finance and Administration
Ralph K. Carlton and Chief Financial
Officer (Principal
Financial Officer)
/s/ Merilee Raines Vice President, Finance September 19, 1997
- ------------------------------ and Treasurer (Principal
Merilee Raines Accounting
Officer)
/s/ Erwin F. Workman, Jr. Ph.D. President, Chief Operating September 19, 1997
- ------------------------------ Officer and Director
Erwin F. Workman, Jr., Ph.D.
/s/ John R. Hesse Director September 19, 1997
- ------------------------------
John R. Hesse
/s/ E. Robert Kinney Director September 19, 1997
- ------------------------------
E. Robert Kinney
/s/ James L. Moody, Jr. Director September 19, 1997
- ------------------------------
James L. Moody, Jr.
/s/ Kenneth Paigen, Ph.D. Director September 19, 1997
- ------------------------------
Kenneth Paigen, Ph.D.
/s/ William F. Pounds Director September 19, 1997
- ------------------------------
William F. Pounds
</TABLE>
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Exhibit Index
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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 ---
4.4 (3) Rights Agreement, dated as of December 17, 1996, ---
between the Registrant and The First National Bank of
Boston, as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designations, as Exhibit B
the Form of Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred Stock
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 Annual
Report on Form 10-K dated March 28, 1997.
(2) Incorporated herein by reference to the Exhibits to the Registrant's
Registration Statement on Form S-1 (File No. 33-40447).
(3) Incorporated herein by reference to the Exhibits to the Registrant's
Registration Statement on Form 8-A dated December 24, 1996 (File No.
0-19271).
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EXHIBIT 5.1
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September 19, 1997
IDEXX Laboratories, Inc.
One IDEXX Drive
Westbrook, Maine 04092
Re: 1997 Employee Stock Purchase Plan,
1997 International Employee Stock Purchase Plan
and 1997 Director Option Plan
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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 transfer from
previously filed registration statements of 267,500 shares of common stock, par
value $.10 per share (the "Shares"), of the Company, issuable under the
Company's 1997 Employee Stock Purchase Plan and 1997 International Employee
Stock Purchase Plan, and upon exercise of options granted under the 1997
Director Option Plan (the "Plans").
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 each of the Plans, as described in the Registration Statement, and
the shares, when issued in accordance with the terms of each of the Plans, 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
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Richard B. Thorp
General Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 13, 1997
included in IDEXX Laboratories, Inc. Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 19, 1997
