As filed with the Securities and Exchange Commission on December 30, 2013

Registration No. 333-            

 

 

 

UNITED STATES

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 Incorporation or Organization)		(I.R.S. Employer Identification No.)
One IDEXX Drive, Westbrook, Maine		04092
(Address of Principal Executive Offices)		(Zip Code)

2009 STOCK INCENTIVE PLAN

(Full Title of the Plan)

Jeffrey A. Fiarman, Esq.

General Counsel

IDEXX Laboratories, Inc.

One IDEXX Drive

Westbrook, Maine 04092

(Name and Address of Agent For Service)

(207) 556-0300

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount of Shares to be Registered (1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, $.10 par value per share		4,750,000		$106.09		$503,903,750		$64,902.80

 

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Registrant’s common stock reported on the Nasdaq Global Select Market on December 26, 2013, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.

 

 

 

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STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,750,000 shares of common stock, $.10 par value per share, of IDEXX Laboratories, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2009 Stock Incentive Plan, as amended (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8 previously filed with the Commission on June 19, 2009 relating to the Plan (File No. 333-160083) is incorporated by reference herein, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits.”

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits hereto is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December, 2013.

 

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of IDEXX Laboratories, Inc. hereby severally constitute and appoint Jonathan W. Ayers and Jeffrey A. Fiarman, 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 do all such things in our name and on our behalf in our capacities as officers and directors to enable IDEXX Laboratories, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our 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, as amended, this Registration Statement has been signed below by the following persons in their capacities and on the date indicated.

 

SIGNATURE		TITLE		DATE
/s/ Jonathan W. Ayers		President, Chief Executive Officer and		December 30, 2013
Jonathan W. Ayers		Chairman of the Board of Directors
		(Principal Executive Officer)
/s/ Willard R. Blanche, Jr.		Chief Financial Officer		December 30, 2013
Willard R. Blanche, Jr.		(Principal Financial Officer)
/s/ Jeffery D. Chadbourne		Principal Accounting Officer		December 30, 2013
Jeffery D. Chadbourne
/s/ Thomas Craig		Director		December 30, 2013
Thomas Craig
/s/ William T. End		Director		December 30, 2013
William T. End
/s/ Rebecca M. Henderson, PhD		Director		December 30, 2013
Rebecca M. Henderson, PhD
/s/ Barry C. Johnson, PhD		Director		December 30, 2013
Barry C. Johnson, PhD
/s/ Brian P. McKeon		Director		December 30, 2013
Brian P. McKeon
/s/ Robert J. Murray		Director		December 30, 2013
Robert J. Murray

 

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/s/ M. Anne Szostak		Director		December 30, 2013
M. Anne Szostak
/s/ Sophie V. Vandebroek		Director		December 30, 2013
Sophie V. Vandebroek

 

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Restated Certificate of Incorporation, as amended, of the Registrant (filed as Exhibit No. 3(i) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, File No. 0-19271, and incorporated herein by reference).
4.2		Amended and Restated By-Laws of the Registrant (filed as Exhibit No. 3.1 to Form 8-K filed July 21, 2009, File No. 0-19271, and incorporated herein by reference).
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP (filed herewith).
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm (filed herewith).
24.1		Power of Attorney (included on signature page).
99.1		2009 Stock Incentive Plan, as amended (filed herewith).