-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9atLCenzTpZzGuLZtvYNcv7Nu0Ad5AwG/kr/v3LYPKsmNs2Vahlnl+l3ijo8Zg9 tucr5lyHNdMoo+1niXZw/A== 0000950172-96-000533.txt : 19960903 0000950172-96-000533.hdr.sgml : 19960903 ACCESSION NUMBER: 0000950172-96-000533 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960830 EFFECTIVENESS DATE: 19960918 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDEXX LABORATORIES INC /DE CENTRAL INDEX KEY: 0000874716 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 010393723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11201 FILM NUMBER: 96624526 BUSINESS ADDRESS: STREET 1: ONE IDEXX DR CITY: WESTBROOK STATE: ME ZIP: 04092 BUSINESS PHONE: 2078560300 MAIL ADDRESS: STREET 1: ONE IDEXX DR CITY: WESTBROOK STATE: ME ZIP: 04092 FORMER COMPANY: FORMER CONFORMED NAME: IDEXX CORP / DE DATE OF NAME CHANGE: 19600201 S-8 1 FORM S-8 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) _________________________ 1991 STOCK OPTION PLAN (Full Title of the Plan) 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) ___________________________________________________________________________ CALCULATION OF REGISTRATION FEE ___________________________________________________________________________ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee Common 975,000 $38 (1) $37,050,000 (1) $12,775.87 Stock, shares $.10 par value _______________________________________________________________________ (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 System on August 23, 1996, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. _______________________________________________________________________ STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 33-42845, filed by the Registrant on September 18, 1991 relating to the Registrant's 1984 Stock Option Plan and 1991 Stock Option Plan (excluding the financial statements, financial statement schedules and reports of independent public accountants); (ii) the Registration Statement on Form S-8, File No. 33-48404, filed by the Registrant on June 8, 1992 relating to the Registrant's 1991 Stock Option Plan (excluding the financial statements, financial statement schedules and reports of independent public accountants); (iii) the Registration Statement on Form S-8, File No. 33-64204, filed by the Registrant on June 10, 1993 relating to the Registrant's 1991 Stock Option Plan (excluding the financial statements, financial statement schedules and reports of independent public accountants); and (iv) the Registration Statement on Form S-8, File No. 33-95616, filed by the Registrant on August 9, 1995 relating to the Registrant's 1991 Stock Option Plan (excluding the financial statements, financial statement schedules and reports of independent public accountants). ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Registrant's 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) the 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. 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) --- ____________________ (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 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 EX-5 2 EXHIBIT 5.1 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: 1991 Stock Option Plan 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 975,000 shares of Common Stock, par value $.10 per share (the "Shares"), of the Company, issuable upon exercise of options to be granted under the Company's 1991 Stock Option 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 covered by the Registration Statement to be issued under the Plans, 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 Richard B. Thorp General Counsel EX-23 3 EXHIBIT 23.1 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 -----END PRIVACY-ENHANCED MESSAGE-----