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As filed with the Securities and Exchange Commission on October 3, 1997
Registration Statement No. 333-36007
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Amendment No. 1 to
FORM S-3
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 juris- (I.R.S. Employer
diction of incorpora- Identification No.)
tion or organization)
ONE IDEXX DRIVE
WESTBROOK, MAINE 04092
(207) 856-0300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
RICHARD B. THORP, ESQ.
General Counsel
IDEXX Laboratories, Inc.
One IDEXX Drive
Westbrook, ME 04092
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent For Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|________________
If this form is a post-effective amendment filed pursuant to Rule
462(c)under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|_______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
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5,894 Shares
IDEXX LABORATORIES, INC.
Common Stock
------------------------
The 5,894 shares (the "Shares" ) of common stock, $0.10 par value per share
(the "Common Stock"), of IDEXX Laboratories, Inc. ("IDEXX" or the "Company")
covered by this Prospectus are issued and outstanding shares which may be
offered and sold, from time to time, for the account of a certain stockholder of
the Company (the "Selling Stockholder"). See "Selling Stockholder." The Shares
covered by this Prospectus were issued to the Selling Stockholder as
supplemental purchase price pursuant to an asset purchase agreement dated as of
January 15, 1992. See "The Asset Purchase Agreement."
The Shares may be offered by the Selling Stockholder from time to time in
transactions on the NASDAQ National Market System, in negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Such transactions may be effected by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder
and/or the purchasers of the Shares for whom such broker-dealers may act as
agent or to whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary commissions). The
Selling Stockholder and any broker-dealer who acts in connection with the sale
of Shares hereunder may be deemed to be "underwriters" as that term is defined
in the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and profit on any resale of the Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed to bear all expenses
(other than underwriting discounts and selling commissions, and fees and
expenses of counsel or other advisers to the Selling Stockholder) in connection
with the registration and sale of the Shares being registered hereby. The
Company has agreed to indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act as underwriter or
otherwise.
The date of this Prospectus is October 3, 1997
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No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. All information contained in this Prospectus is as of the date of this
Prospectus. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a web site at (http:\\www.sec.gov). The Common Stock of the Company is
traded on the NASDAQ National Market System. Reports and other information
concerning the Company may be inspected at the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, copies of
which may be obtained upon payment of the fees prescribed by the Commission at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997; and
(4) The Company's Registration Statement on Form 8-A declared effective on
June 2, 1991 registering the Common Stock under Section 12(g) of the
Exchange Act.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated by reference into this Prospectus
(without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Secretary of the Company, One IDEXX Drive, Westbrook, Maine
04092, telephone (207) 856-0300.
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THE COMPANY
IDEXX Laboratories, Inc. (the "Company" or "IDEXX") develops, manufactures
and distributes detection and diagnostic products for animal health, food,
hygiene and environmental testing applications. The Company also designs,
develops and manufactures veterinary practice management software, provides
laboratory testing and consulting services to veterinarians and has recently
introduced a mail-order pharmacy that supplies human drugs for authorized
off-label dispensing by veterinarians. The substantial majority of the Company's
revenue is currently derived from the sale of products for animal health
diagnostic applications, where the Company believes it holds a leading market
position. Building upon its expertise developed in the animal health diagnostic
market, IDEXX continues to expand its product and service offerings in the food,
hygiene and environmental markets.
The Company currently offers more than 400 products to customers in more
than 50 countries. These products range from single-use, hand-held test kits to
laboratory instrument systems designed to produce quantitative readings from
hundreds of samples during a single test procedure to approximately 300
dehydrated culture media products. The Company's veterinary products are used to
detect and monitor diseases, physiologic disorders, immune status, hormone and
enzyme levels, blood chemistry, electrolyte levels, blood cell counts and other
substances or conditions in animals. In 1997, the Company acquired two suppliers
of practice management computer systems to veterinarians, giving the Company a
leading position in that market. The veterinary testing services provided by the
Company include laboratory testing services provided in the United States, the
United Kingdom and Japan and consulting services of board-certified veterinary
medical specialists. The Company's food, hygiene and environmental testing
products are used to detect various contaminants in food, food processing
environments and water.
IDEXX has developed leading positions in selected markets by determining
user needs for a particular application and by developing products which meet
those needs in a cost-effective manner. The Company's customer base includes
veterinarians, animal health laboratory managers, technicians and laboratory
officials for its veterinary products and services, and quality control
personnel, food processors and water laboratory personnel for its food, hygiene
and environmental products. Customers' purchasing decisions for IDEXX products
and services generally are based on relative accuracy, speed, convenience and
cost. The importance of these factors varies according to the specific
application for which the product or service is used. For some applications, the
customer requires a test which simply yields a positive or negative result or
confirms the presence or absence of the substance being tested. For other
applications, the customer requires a detection system that can quickly perform
a large number of tests and can provide quantitative information as to the
levels of infection, contaminant or other substance along with assistance in
interpretation of the test result.
RECENT DEVELOPMENTS
On September 28, 1997 the Company announced that it would take a
non-recurring charge to earnings of approximately $28 million in the quarter
ending September 30, 1997 relating to certain restructuring costs and the
settlement of a patent infringement suit, pending in the U.S. District Court in
Maine, brought against the Company by Barnes-Jewish Hospital, formerly The
Jewish Hospital of St. Louis ("BJH"), regarding the Company's heartworm
diagnostic products. The restructuring costs included in the charge primarily
relate to the write-off of $10.4 million in software development costs in
connection with the integration of Professionals' Software, Inc., which was
acquired in July 1997, with the Company's previously acquired Advanced
Veterinary Systems software business. Other restructuring costs are associated
with the consolidation of several businesses, including the software business,
European operations and certain U.S. veterinary operations. Under the terms of
the settlement agreement relating to the BJH suit, which was reached on
September 27, 1997, the Company will make a cash payment to BJH of $5.5 million
for rights under certain BJH patents which relate to the diagnosis of heartworm
disease, a portion of which will be creditable against future earned royalties
on certain IDEXX products.
The Company's executive offices are located at One IDEXX Drive, Westbrook,
Maine 04092, telephone (207) 856-0300. The Company was incorporated in Delaware
in 1983. As used in this Prospectus, the terms "the Company" and "IDEXX" refer
to IDEXX Laboratories, Inc., a Delaware corporation, and its wholly-owned
subsidiaries, except where the context otherwise requires.
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USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholder.
THE ASSET PURCHASE AGREEMENT
Pursuant to an Asset Purchase Agreement, dated January 15, 1992 (the "Asset
Purchase Agreement"), by and among IDEXX, IDEXX Laboratories Limited, VetTest
S.A. ("VetTest"), Industrial Innovation Management S.A., VetTest Marketing
Services Limited and Industrial Innovation Management Company, Inc. ("IIM"),
IDEXX acquired the blood biochemistry product line of VetTest. The Asset
Purchase Agreement required the Company to issue the Shares to VetTest as
supplemental purchase price for the assets purchased thereunder under certain
circumstances. VetTest has assigned its rights in the Shares to IIM. The number
of shares of Common Stock issued to IIM was determined under a formula contained
in the Asset Purchase Agreement based on the Company's post-acquisition sales of
certain products acquired pursuant to the Asset Purchase Agreement. Under the
Asset Purchase Agreement, the Company agreed to register the Shares under the
Securities Act and to bear all expenses (other than underwriting discounts,
selling commissions, and fees and expenses of counsel and other advisors to the
Selling Stockholder) in connection with such registration.
SELLING STOCKHOLDER
The following table sets forth the name and the number of shares of Common
Stock beneficially owned by the Selling Stockholder as of September 15, 1997,
the number of the shares to be offered by the Selling Stockholder pursuant to
this Prospectus and the number of shares to be beneficially owned by the Selling
Stockholder if all of the Shares are sold as described herein. The Selling
Stockholder has not held any position or office with, been employed by, or
otherwise had a material relationship with, the Company or any of its
predecessors or affiliates since January 1, 1994 (other than as a stockholder of
IDEXX).
<TABLE>
<CAPTION>
Number of Number of Number of
Shares of Shares of Shares of
Common Stock Common Common Stock
Name of Beneficially Stock Beneficially
Selling Owned as of Offered Owned After
Stockholder September 15, 1997 Hereby Offering
----------- ------------------ ---------- ------------
<S> <C> <C> <C>
Industrial Innovation
Company, Inc. 5,894 5,894 0
</TABLE>
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from this offering.
The Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholder or by its pledgees, donees,
distributees, or transferees, or other successors in interest. The Shares
may be sold hereunder from time to time in transactions on the NASDAQ
National Market System; directly to purchasers in negotiated transactions;
through the writing of options on the Shares; or a combination of such
methods. The Shares may be sold by or through brokers or dealers in
ordinary brokerage transactions or transactions in which the broker
solicits purchasers; through block trades in which the broker or dealer
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal; transactions in which a broker or dealer
purchases as principal for resale for its own account; or through
underwriters or agents. The Shares may be sold at a fixed offering price,
which may be changed, at the prevailing market price at the time of sale,
at prices related to such prevailing market price or at negotiated prices.
Any brokers, dealers, underwriters or agents may arrange for others to
participate in any such transaction and may receive compensation in the
form of discounts, commissions, or concessions from the Selling Stockholder
and/or the purchasers of the Shares. The Selling Stockholder will be
responsible for payment of any and all commissions to brokers.
The aggregate proceeds to the Selling Stockholder from the sale of the
Shares offered hereby will be the purchase price of such Shares less any
broker's commissions.
The Selling Stockholder and any broker-dealer, agent or underwriter
that participates with the Selling Stockholder in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions received by such
broker-dealers, agents or underwriters and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Company intends to prepare and file such amendments and
supplements to the Registration Statement of which this Prospectus forms a
part as may be necessary to keep the Registration Statement effective until
all the Shares registered thereunder have been sold pursuant thereto or
until, by reason of Rule 144(k) of the Commission under the Securities Act
or any other rule of similar effect, the Shares are no longer required to
be registered for the sale thereof by the Selling Stockholder.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Richard B. Thorp, General Counsel of the Company. Mr. Thorp has
beneficial ownership of (i) 9,896 shares of Common Stock and (ii) the right
to receive up to 90,600 shares of Common Stock upon the exercise of stock
options granted to him by the Company, which stock options are or (in
periodic installments) will become exercisable through February 4, 2002.
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EXPERTS
The financial statements of the Company incorporated in this
Prospectus and the financial statement schedules incorporated in the
Registration Statement by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by Arthur
Andersen LLP, independent public accountants, to the extent and for the
periods as indicated in their reports with respect thereto, and are
incorporated herein and therein in reliance upon the authority of said firm
as experts in giving said reports.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westbrook, State of Maine on the 3rd day of
October, 1997.
IDEXX LABORATORIES, INC.
By: /s/ David E. Shaw*
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David E. Shaw
Chief Executive Officer
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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-3 and has duly caused this Amendment No. 1 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Westbrook, State of Maine, on October 3, 1997.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David E. Shaw* Chairman of the Board of October 3, 1997
- --------------------------------- Directors and Chief
David E. Shaw Executive Officer
(Principal Executive
Officer) and Director
/s/ Ralph K. Carlton* Senior Vice President, October 3, 1997
- --------------------------------- Finance and Administration
Ralph K. Carlton and Chief Financial
Officer (Principal
Financial Officer)
/s/ Merilee Raines* Vice President, Finance October 3, 1997
- --------------------------------- and Treasurer (Principal
Merilee Raines Accounting
Officer)
/s/ Erwin F. Workman, Jr., Ph.D.* President, Chief Operating October 3, 1997
- --------------------------------- Officer and Director
Erwin F. Workman, Jr., Ph.D.
/s/ John R. Hesse* Director October 3, 1997
- ---------------------------------
John R. Hesse
/s/ E. Robert Kinney* Director October 3, 1997
- ---------------------------------
E. Robert Kinney
/s/ James L. Moody, Jr.* Director October 3, 1997
- ---------------------------------
James L. Moody, Jr.
/s/ Kenneth Paigen, Ph.D.* Director October 3, 1997
- ---------------------------------
Kenneth Paigen, Ph.D.
/s/ William F. Pounds* Director October 3, 1997
- ---------------------------------
William F. Pounds
</TABLE>
*By: /s/ Richard B. Thorp
-----------------------------
Richard B. Thorp
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Restated Certificate of Incorporation, as amended, of the Registrant
(incorporated by reference from the corresponding exhibit to the
Company's Annual Report on Form 10-K dated March 28, 1997)
4.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference from the corresponding exhibit to the Company's Registration
Statement on Form S-1 (Commission File No. 33-40447))
4.3 Specimen Common Stock Certificate (incorporated by reference from the
corresponding exhibit to the Company's Registration Statement on Form
S-1 (Commission File No. 33-40447))
4.4 Rights Agreement, dated as of December 17, 1996, between the Company
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 (incorporated by reference from the
corresponding exhibit to the Company's Registration Statement on Form
8-A dated December 24, 1996 (File No. 0-19271)).
5* Opinion of Richard B. Thorp, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Richard B. Thorp, Esq. (included in Exhibit 5)
24* Power of Attorney (See Signature Page)
- --------------
* Previously filed.
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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
October 3, 1997
