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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 ON
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Transition Period From __________ To __________.
COMMISSION FILE NUMBER 0-19271
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 01-0393723
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
ONE IDEXX DRIVE, WESTBROOK, MAINE 04092
(Address of principal executive offices) (Zip Code)
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(207) 856-0300
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.10 par value per share
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
Based on the closing sale price on February 28, 1998, the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
$588,090,769. For these purposes, the registrant considers all of its Directors
and executive officers and The Jackson Laboratory to be its only affiliates.
The number of shares outstanding of the registrant's Common Stock was
38,430,462 on March 25, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
LOCATION IN FORM 10-K INCORPORATED DOCUMENT
Part III Specifically identified portions of the
Company's definitive proxy statement to be
filed in connection with the Company's Annual
Meeting to be held on May 15, 1998 are
incorporated herein by reference.
Parts I and II Specifically identified portions of the
Company's Annual Report to Stockholders for
the year ended December 31, 1997 are
incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the
list below are filed as part of this Annual Report on Form
10-K.
(2) The consolidated financial statement schedule set forth in
the list below is filed as a part of this Annual Report on
Form 10-K.
(3) Exhibits filed herewith or incorporated herein by
reference are set forth in Item 14(c) below.
List of Financial Statements and Schedules referenced in this
Item 14. Information incorporated by reference from Exhibit 13
filed herewith:
Report of Independent Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedules filed herewith:
Schedule II - Valuation and Qualifying Accounts
All other Schedules are omitted because they are not
applicable or not required, or because the required
information is already provided herein.
(b) None
(c) See Exhibit Index on the page immediately preceding exhibits.
This amendment amends Exhibit 11 and replaces the Exhibit 11
originally filed with the Form 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on this 20th day of May, 1998.
IDEXX LABORATORIES, INC.
By: /s/ Ralph C. Carlton
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Ralph C. Carlton
Senior Vice President
Finance and Administration
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EXHIBIT INDEX
3.1(11) Restated Certificate of Incorporation of the Company, as amended.
3.2(1) Amended and Restated By-Laws of the Company.
4.1(2) 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
4.2 Instruments with respect to other long-term debt of the Company
and its consolidated subsidiaries are omitted pursuant to Item
601(b)(4)(iii) of Regulation S-K since the total amount
authorized under each such omitted instrument does not exceed 10
percent of the total assets of the Company and its subsidiaries
on a consolidated basis. The Company hereby agrees to furnish a
copy of any such instrument to the Securities and Exchange
Commission upon request.
10.1(3) 1984 Stock Option Plan of the Company, as amended, with the forms
of option agreements granted thereunder attached thereto.
10.2(3) 1991 Stock Option Plan of the Company, as amended, with the forms
of option agreements granted thereunder attached thereto.
10.3(9) 1991 Director Option Plan of the Company, as amended, with the
forms of option agreements granted thereunder attached thereto.
10.4(10) 1997 Director Option Plan of the Company, as amended, with the
form of option agreement granted thereunder attached thereto.
* 10.5(4) Supply Agreement, dated January 15, 1992, between the Company and
Johnson & Johnson Clinical Diagnostics, Inc., as assignee of
Eastman Kodak Company.
* 10.5a(3) Amendment to Supply Agreement, dated November 16, 1993, and
Second Amendment to Supply Agreement, dated November 19, 1993,
between the Company and Johnson & Johnson Clinical Diagnostics,
Inc., as assignee of Eastman Kodak Company.
* 10.5b(5) Third Amendment to Supply Agreement, dated March 15, 1994,
between the Company and Johnson & Johnson Clinical Diagnostics,
Inc., as assignee of Eastman Kodak Company.
* 10.5c(8) Fourth Amendment to Supply Agreement, effective as of January 1,
1996, between the Company and Johnson & Johnson Clinical
Diagnostics, Inc.
* 10.6(3) Business Development and Sales Agreement, dated October 12, 1993,
between the Company and Becton Dickinson and Company.
* 10.6a(6) Schedules to Business Development and Sales Agreement, dated
October 12, 1993, and Amendment to Business Development and Sales
Agreement, dated as of July 25, 1994, between the Company and
Becton Dickinson and Company.
* 10.6b(7) Second Amendment to Business Development and Sales Agreement,
dated as of January 6, 1995, between the Company and Becton
Dickinson and Company.
* 10.6c(9) Third Amendment to Business Development and Sales Agreement,
dated as of January 22, 1996, between the Company and Becton
Dickinson and Company.
10.7(12) Letter Agreement dated as of November 24, 1997 between the
Company and Jeffrey J. Langan.
10.8(12) Employment Agreement dated April 25, 1997 between the Company and
David E. Shaw.
10.9(12) Employment Agreement dated April 25, 1997 between the Company and
Erwin F. Workman, Jr., Ph.D.
11(13) Statement regarding computation of per share earnings.
13(12) Annual Report to Stockholders for year ended December 31, 1997
(only those portions incorporated herein by reference).
21(12) Subsidiaries of the Company.
23.1(13) Consent of Arthur Andersen LLP.
27(12) Financial Data Schedule for Annual Report on Form 10-K for 1997.
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(1) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-40447).
(2) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form 8-A dated December 24, 1996 (File No.
0-19271).
(3) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 30, 1994.
(4) Incorporated by reference to the Exhibits to the Company's Amendment
No. 1 on Form 8 dated February 14, 1992 to the Company's Current
Report on Form 8-K dated January 20, 1992.
(5) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated May 11, 1994.
(6) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated August 15, 1994.
(7) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 29, 1995.
(8) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated July 26, 1996.
(9) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 25, 1996.
(10) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated August 14, 1997.
(11) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 28, 1997.
(12) Previously filed.
(13) Filed herewith.
* Confidential treatment previously granted as to certain portions.
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IDEXX LABORATORIES, INC. EXHIBIT 11
SUPPLEMENTAL CALCULATION OF
SHARES USED IN DETERMINING
NET INCOME PER SHARE
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Years Ended December 31,
1995 1996 1997
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Shares Outstanding for Basic Earnings
(Loss) Per Share
Weighted average common stock
outstanding during the period 32,945,847 37,082,497 37,974,188
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Shares Outstanding for Diluted Earnings
(Loss) Per Share
Weighted average common stock
outstanding during the period 32,945,847 37,082,497 37,974,188
Weighted average common stock
equivalents 2,416,256 2,436,325 --
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35,362,103 39,518,822 37,974,188
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-41806, 33-42845, 33-42846, 33-48404,
33-61494, 33-64202, 33-64204, 33-95616, 333-11201, 333-11199, 333-36009,
333-36007.
/s/ Arthur Andersen LLP
Boston, Massachusetts
May 14, 1998
