As filed with the Securities and Exchange Commission on September 18, 2003 SECURITIES AND EXCHANGE COMMISSION |
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) | ||
2003 STOCK INCENTIVE PLAN Conan R. Deady, Esq. (207) 856-0300 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)(3) | Amount of Registration Fee(3) |
---|---|---|---|---|
Common Stock, | 1,850,000 | $43.135 | $49,790,601.09 | $4,028.06 |
$.10 par value |
(1) | 8,574 shares of Common Stock registered hereby were originally registered on, and are being transferred from those shares of Common Stock registered under the Registration Statement on Form S-8 filed with the Commission on August 30, 1996 (File No. 333-11201) in connection with the Company’s 1991 Stock Option Plan. The aggregate registration fee paid for these shares was $112.35. 604,739 shares of Common Stock registered hereby were originally registered on, and are being transferred from those shares of Common Stock registered under the Registration Statement on Form S-8 filed with the Commission on August 7, 2000 (File No. 333-43172) in connection with the Company’s 1998 Stock Incentive Plan. The aggregate registration fee paid for these shares was $4,030.28. 82,390 shares of Common Stock registered hereby were originally registered on, and are being transferred from those shares of Common Stock registered under the Registration Statement on Form S-8 filed with the Commission on August 7, 2000 (File No. 333-43170) in connection with the Company’s 2000 Director Option Plan. The aggregate registration fee paid for these shares was $588.29. Pursuant to Instruction E of Form S-8 and Instruction 89 of Section G of the Manual of Publicly Available Telephone Interpretations, the registrant will file post-effective amendments to the aforementioned Registration Statements reflecting the transfer of such shares described above and is applying the registration fees for such shares to the registration fee for this Registration Statement. |
(2) | 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 Stock Market on September 11, 2003, in accordance with Regulation C, Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. |
(3) | Calculated for the 1,154,297 shares of Common Stock registered hereunder that were not previously registered on a Registration Statement on Form S-8 by the registrant. See Footnote (1) above. |
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”), 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 (the “Exchange Act”), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), 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. |
(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; |
IDEXX LABORATORIES, INC. | |
By: /s/ Jonathan W. Ayers | |
Jonathan W. Ayers President, Chief Executive Officer and Chairman of the Board of Directors | |
SIGNATURE | TITLE | DATE |
---|---|---|
/s/Jonathan W. Ayers | President, Chief Executive Officer and | September 18, 2003 |
Jonathan W. Ayers | Chairman of the Board of Directors | |
/s/Merilee Raines | Vice President, Finance and Treasurer | September 18, 2003 |
Merilee Raines | (Principal Financial and Accounting Officer) | |
/s/Thomas Craig | Director | September 18, 2003 |
Thomas Craig | ||
/s/Errol B. De Souza, PhD | Director | September 18, 2003 |
Errol B. De Souza, PhD | ||
/s/William T. End | Director | September 18, 2003 |
William T. End | ||
/s/Mary L. Good, PhD | Director | September 18, 2003 |
Mary L. Good, PhD | ||
/s/Rebecca M. Henderson, PhD | Director | September 18, 2003 |
Rebecca M. Henderson, PhD | ||
/s/Brian P. McKeon | Director | September 18, 2003 |
Brian P. McKeon | ||
/s/James L. Moody, Jr. | Director | September 18, 2003 |
James L. Moody, Jr. | ||
6 Exhibit IndexExhibit No. Description |
4.1 | Restated Certificate of Incorporation, as amended, of the Registrant (filed as Exhibit No. 3.1 to Annual Report on Form 10-K for the year ended December 31, 1996, File No. 0-19271, and incorporated herein by reference). |
4.2 | Amended and Restated By-Laws of the Registrant (filed as Exhibit No. 3.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 0-19271 and incorporated herein by reference). |
4.3 | Specimen Certificate of Common Stock of the Registrant (filed as Exhibit No. 4.1 to Amendment No. 2 to Registration Statement on Form S-1 filed on June 20, 1991, File No. 33-40447 and incorporated herein by reference). |
4.6 | Amended and Restated Rights Agreement dated as of January 22, 2001, between the Registrant and American Stock Transfer & Trust Company, 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 (filed as Exhibit No. 1 to Amendment No. 2 to Registration Statement on Form 8-A/A dated March 14, 2001, File No. 0-19271, and incorporated herein by reference). |
5.1 | Opinion of Conan R. Deady, General Counsel to the Registrant (filed herewith). |
23.1 | Consent of PricewaterhouseCoopers LLP (filed herewith). |
23.2 | Consent of Conan R. Deady (included in Exhibit 5.1). |
24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
99.1 | 2003 Stock Incentive Plan of the Company, as amended (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 0-19271, and incorporated herein by reference). |