As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEOGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-2367843
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
620 Lesher Place
Lansing, Michigan 48912-1595
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(Address of Principal Executive Offices) (Zip Code)
NEOGEN CORPORATION
1997 STOCK OPTION PLAN
(Full title of the plan)
Lon M. Bohannon
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912-1595
(Name and address of agent for service)
(517) 372-9200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered Registered price per share price registration fee
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Common Shares (1) 14,000 shares $13.250(2) $185,500.00
Common Shares 4,000 shares $12.750 $ 51,000.00
Common Shares 5,000 shares $11.375 $ 56,875.00
Common Shares 10,400 shares $11.3125 $117,650.00
Common Shares 138,500 shares $ 7.1875 $995,468.75
Common Shares 23,000 shares $ 6.25 $143,750.00
Common Shares 205,100 shares $ 6.9375(3) $1,422,881.30
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Total 400,000 shares $2,973,125.05 $826.53
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<FN>
(1) $0.16 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) solely for the purpose of
computing the registration fee and based on the exercise price of
the options.
(3) Calculated pursuant to Rule 457(h) solely for the purpose of
computing the registration fee and based on the average of the high
and low prices of the Common Shares, as quoted on The Nasdaq
National Market, on October 27, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Neogen Corporation (the "Registrant") on Form
10-KSB for the fiscal year ended May 31, 1998, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2. Quarterly Report on Form 10-Q for the quarter ended August 31,
1998, and all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year ended May 31,
1998.
3. The description of the Registrant's Common Shares included under
the caption "Description of Capital Stock" on pages 33 through 34 of
the Registrant's Prospectus, dated October 22, 1996, filed with the
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") as part of its Registration Statement on Form S-2
(file no. 33-12193) effective October 22, 1996 (the "Registration
Statement").
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
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the Registrant so limit the
liability of directors. The Registrant's Bylaws also provide for
indemnification of directors and officers.
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The Articles of Incorporation limit director liability for breaches
of fiduciary duty as a director, except for liability for (i) any breach of
the director's duty of loyalty to the corporation or its shareholders, (ii)
acts or omissions not in good faith or that involve intentional misconduct or
a knowing violation of laws, (iii) a violation of Section 551(1) of the
Michigan Business Corporation Act, or (iv) any transaction from which the
director derived any improper personal benefit. These provisions, however, do
not affect liability under the Securities Act.
The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to
take any action as a director or officer, except for liability for specified
acts. The provisions of the Registrant's Bylaws relating to indemnification
of directors and officers limit director, officer and employee liability to
the fullest extent permitted by Michigan Law. The provisions of the Michigan
Business Corporation Act are broad enough to permit indemnification with
respect to liabilities arising under the Securities Act of the Michigan
Uniform Securities Act.
In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $3,000,000 in coverage,
including liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation, as restated, incorporated by
reference to Exhibit 3(i) filed with the Registrant's
Registration Statement on Form S-2 (No. 333-12193) filed
with the Commission on September 17, 1996 and amended on
October 18, 1996, which Registration became effective
October 22, 1996.
4.2 Bylaws, as amended, incorporated by reference to Exhibits
3(b)(1) and 3(b)(2) to the Registrant's Registration
Statement on Form S-18 (file no. 33-29844C), filed with the
Securities and Exchange Commission on July 17, 1989.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in
the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement).
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99.1 Neogen Corporation 1997 Stock Option Plan incorporated by
reference to Exhibit 10(c) to the Annual Report on Form
10-KSB (file no. 0-17988), filed with the Commission on
August 21, 1998.
99.2 Form of Stock Option Agreements, granted under the Neogen
Corporation 1997 Stock Option Plan.
99.3 Forms of Recipient Letters, sent to recipients under the
Neogen Corporation 1997 Stock Option Plan.
99.4 Forms of Recipient Certificates, issued to recipients under
the Neogen Corporation 1997 Stock Option Plan.
Item 9. Undertakings.
(a) The undersigned 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 this
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
this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this 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
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reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(b) The undersigned 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 that is incorporated by reference in this 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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.
EXPERTS
The financial statements incorporated in this Registration Statement
and in the Prospectus related to this Registration Statement by reference
have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
which is incorporated in this Registration Statement and such Prospectus by
reference, and have been so incorporated in reliance upon the report of such
firm given upon the authority of such firm as experts in accounting and
auditing.
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
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caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lansing,
State of Michigan, on October 30, 1998.
NEOGEN CORPORATION
By: /s/ JAMES L. HERBERT
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James L. Herbert
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of NEOGEN CORPORATION, a Michigan corporation (the
"Registrant"), hereby constitutes and appoints James L. Herbert and Lon M.
Bohannon, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, each with the power of substitution for him in any and
all capacities, with full power and authority in said attorneys-in-fact and
agents and in any one or more of them, to sign, execute and affix his seal
thereto and file the proposed registration statement on Form S-8 to be filed
by the Registrant under the Securities Act, which registration statement
relates to the registration and issuance of the Registrant's Common Shares,
par value $0.16 a share, pursuant to the Neogen Corporation 1997 Stock Option
Plan, and any of the documents relating to such registration statement; any
and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to
be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ James L. Herbert President, Chief Executive October 30, 1998
- --------------------- Officer, Director (Principal
James L. Herbert Executive Officer)
/s/ Lon M. Bohannon Vice President of Administration, October 30, 1998
- --------------------- Chief Financial Officer, Director
Lon M. Bohannon (Principal Financial and Accounting
Officer)
* Chairman, Board of Directors
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Herbert D. Doan
* Director
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Robert M. Book
* Director
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Gordon E. Guyer
* Secretary and Director
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G. Bruce Papesh
* Director
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Jack C. Parnell
* Director
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Thomas H. Reed
* Director
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Leonard E. Heller
*By:/s/ James L. Herbert October 30, 1998
--------------------------------
James L. Herbert, Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Articles of Incorporation, as restated, incorporated by reference to
Exhibit 3(i) filed with the Registrant's Registration Statement on
Form S-2 (No. 333-12193) filed with the Commission on September 17,
1996 and amended on October 18, 1996, which Registration became
effective October 22, 1996.
4.2 Bylaws, as amended, incorporated by reference to Exhibits 3(b)(1)
and 3(b)(2) to the Registrant's Registration Statement on Form S-18
(file no. 33-29844C), filed with the Securities and Exchange
Commission on July 17, 1989.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant
contained on page 6 of this Registration Statement).
99.1 Neogen Corporation 1997 Stock Option Plan incorporated by reference
to Exhibit 10(c) to the Annual Report on Form 10-KSB (file no.
0-17988), filed with the Commission on August 21, 1998.
99.2 Form of Stock Option Agreements, granted under the Neogen
Corporation 1997 Stock Option Plan.
99.3 Forms of Recipient Letters, sent to recipients under the Neogen
Corporation 1997 Stock Option Plan
99.4 Forms of Recipient Certificates, issued to recipients under the
Neogen Corporation 1997 Stock Option Plan
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