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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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1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,800,000 shares $20.25(1) $36,450,000(1) $10,752.75
$.10 par value
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(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 on June 10, 1998, in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended.
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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 3,096 shares of the Registrant's Common
Stock and (ii) the right to receive up to 115,800 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 January 31, 2008.
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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, if he 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.
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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.
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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 the this 12th day of
June, 1998.
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 Conan R. Deady,
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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SIGNATURES
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.
SIGNATURE TITLE DATE
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/s/ DAVID E. SHAW Chairman of the Board of June 12, 1998
- -------------------------- Directors and Chief Executive
David E. Shaw Officer (Principal Executive
Officer) and Director
/s/ RALPH K. CARLTON Senior Vice President, June 12, 1998
- -------------------------- Finance and Administration and
Ralph K. Carlton Chief Financial Officer
(Principal Financial Officer)
/s/ MERILEE RAINES Vice President, Finance and June 12, 1998
- -------------------------- Treasurer (Principal Accounting
Merilee Raines Officer)
/s/ JEFFREY J. LANGAN President, Chief Operating June 12, 1998
- -------------------------- Officer and Director
Jeffrey J. Langan
/s/ ERWIN F. WORKMAN, JR. Executive Vice President, June 12, 1998
- -------------------------- Chief Scientific Officer
Erwin F. Workman, Jr. and Director
/s/ MARY L. GOOD Director June 12, 1998
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Mary L. Good
/s/ JOHN R. HESSE Director June 12, 1998
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John R. Hesse
/s/ E. ROBERT KINNEY Director June 12, 1998
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E. Robert Kinney
/s/ JAMES L. MOODY, JR. Director June 12, 1998
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James L. Moody, Jr.
/s/ KENNETH PAIGEN Director June 12, 1998
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Kenneth Paigen
/s/ WILLIAM F. POUNDS Director June 12, 1998
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William F. Pounds
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EXHIBIT INDEX
Exhibit
Number Description Page
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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 8
23.1 Consent of Arthur Andersen LLP 9
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 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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June 12, 1998
IDEXX Laboratories, Inc.
One IDEXX Drive
Westbrook, Maine 04092
Re: 1998 Stock Incentive 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 registration of 1,800,000 shares of Common Stock, par value $.10 per share
(the "Shares"), of the Company, issuable under the Company's 1998 Stock
Incentive 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, 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
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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 use of our reports
(and to all references to our Firm) included in or made a part of this Form S-8
registration statement under the Securities Act of 1933 for IDEXX Laboratories,
Inc., regarding the shares to be issued under the Company's 1998 Stock
Incentive Plan.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 10, 1998
