As
filed with the Securities and Exchange Commission on August 4, 2009
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
|
06-1397316
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
|
251
Ballardvale Street
Wilmington,
MA 01887
(978)
658-6000
|
|
|
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive
Offices)
|
|
|
Thomas
F. Ackerman
Corporate
Executive Vice President and Chief Financial Officer
Charles
River Laboratories International, Inc.
251
Ballardvale Street
Wilmington,
MA 01887
(781)
222-6000
|
|
|
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent For Service)
|
|
Copy
to:
|
|
Richard
D. Truesdell, Jr.
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
(212)
450-4000
|
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date
of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. o
|
CALCULATION
OF REGISTRATION FEE(1)
|
|
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Aggregate Price Per Unit
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, $0.01 par value
|
|
|
|
|
|
Preferred
Stock, $0.01 par value
|
|
|
|
|
|
Debt
Securities
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
Purchase
Contracts
|
|
|
|
|
|
Units
|
|
|
|
|
|
(1)
|
An
indeterminate amount of securities to be offered at indeterminate prices
is being registered pursuant to this registration
statement. The registrant is deferring payment of the
registration fee pursuant to Rule 456(b) and is omitting this information
in reliance on Rule 456(b) and Rule
457(r).
|
PROSPECTUS
Charles
River Laboratories International, Inc.
Common
Stock, Preferred Stock, Debt Securities,
Warrants,
Purchase Contracts and Units
We may
offer from time to time common stock, preferred stock, debt securities,
warrants, purchase contracts or units. In addition, certain selling
securityholders to be identified in a Prospectus Supplement may offer and sell
these securities from time to time, in amounts, at prices and on terms that will
be determined at the time the securities are offered. We urge you to read this
prospectus and the accompanying prospectus supplement, which will describe the
specific terms of these securities, carefully before you make your investment
decision.
Our
common stock is listed on the New York Stock Exchange under the trading symbol
“CRL.”
Investing
in these securities involves certain risks. See “Risk Factors”
beginning on page 16 of our annual report on Form 10-K for the year ended
December 27, 2008 which is incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
This
prospectus may not be used to sell securities unless accompanied by a prospectus
supplement.
The
date of this prospectus is August 4, 2009
You
should rely only on the information contained in or incorporated by reference in
this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information contained
in or incorporated by reference in this prospectus is accurate as of any date
other than the date on the front of this prospectus. The terms “Charles River,”
“we,” “us,” and “our” refer to Charles River Laboratories International,
Inc.
|
|
Page
|
|
|
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
7
|
|
|
8
|
|
|
8
|
|
|
9
|
|
|
9
|
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, utilizing a “shelf” registration process.
Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading “Where You Can Find More
Information.”
We have
filed or incorporated by reference exhibits to the registration statement of
which this prospectus forms a part. You should read the exhibits
carefully for provisions that may be important to you.
We are a
leading global provider of solutions that advance the drug discovery and
development process, including research models and associated services and
outsourced preclinical services. We provide our products and services to global
pharmaceutical companies, biotechnology companies, as well as government
agencies, leading hospitals and academic institutions throughout the world in
order to bring drugs to market faster and more efficiently. Our broad portfolio
of products and services enables our customers to reduce costs, increase speed
to market and enhance their productivity and effectiveness in drug discovery and
development. We have built upon our core competency of laboratory animal
medicine and science (research model technologies) to develop a diverse and
growing portfolio of regulatory compliant preclinical services which address
drug discovery and development in the preclinical arena. We have been in
business for over 60 years and currently operate approximately 70
facilities in 17 countries worldwide.
Our
principal offices are located at 251 Ballardvale Street, Wilmington, MA 01887,
and our telephone number is (784) 222-6000. We maintain a website at http://www.criver.com, where
general information about us is available. We are not incorporating the contents
of our website into this prospectus.
Unless
otherwise indicated in a prospectus supplement, the net proceeds from the sale
of the securities will be used for general corporate purposes, including working
capital, acquisitions, retirement of debt and other business opportunities. In
the case of a sale by a selling securityholder, we will not receive any of the
proceeds from such sale.
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(12.20)
|
|
|
|
6.07
|
|
|
|
5.92 |
|
|
|
6.18 |
|
|
|
10.85 |
|
|
|
5.48 |
|
|
|
7.71 |
|
This
prospectus contains a summary of the securities that Charles River or certain
selling securityholders to be identified in a Prospectus Supplement may sell.
These summaries are not meant to be a complete description of each security.
However, this prospectus and the accompanying prospectus supplement contain the
material terms of the securities being offered.
The
following description is based upon our second amended and restated certificate
of incorporation, our by-laws and applicable provisions of law. We have
summarized certain portions of the second amended and restated certificate of
incorporation and by-laws below. The summary is not complete. The second amended
and restated certificate of incorporation and by-laws are incorporated by
reference into this prospectus in their entirety. You should read the
second amended and restated certificate of incorporation and by-laws for the
provisions that are important to you.
Charles
River’s authorized capital stock consists of 120,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of June 27, 2009, 77,100,341 shares
of common stock were issued and 65,892,664 were outstanding, which were held by
approximately 610 registered shareholders. No shares of preferred stock were
issued or outstanding as of June 27, 2009.
Common
Stock
The
issued and outstanding shares of common stock are, and the shares of common
stock that we may issue in the future will be, validly issued, fully paid and
nonassessable. Holders of our common stock are entitled to share equally, share
for share, if dividends are declared on our common stock, whether payable in
cash, property or our securities. The shares of common stock are not convertible
and the holders thereof have no preemptive or subscription rights to purchase
any of our securities. Upon liquidation, dissolution or winding up of our
company, the holders of common stock are entitled to share equally, share for
share, in our assets which are legally available for distribution, after payment
of all debts and other liabilities and subject to the prior rights of any
holders of any series of preferred stock then outstanding. Each outstanding
share of common stock is entitled to one vote on all matters submitted to a vote
of stockholders. There is no cumulative voting. Except as otherwise required by
law or the restated certificate, the holders of common stock vote together as a
single class on all matters submitted to a vote of stockholders.
Our
common stock is listed on the New York Stock Exchange under the symbol
“CRL.”
Preferred
Stock
We may
issue shares of preferred stock in series and may, at the time of issuance,
determine the rights, preferences and limitations of each series. Satisfaction
of any dividend preferences of outstanding shares of preferred stock would
reduce the amount of funds available for the payment of dividends on shares of
common stock. Holders of shares of preferred stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
our company before any payment is made to the holders of shares of common stock.
In some circumstances, the issuance of shares of preferred stock may render more
difficult or tend to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of our securities or the
removal of incumbent management. Upon the affirmative vote of a majority of the
total number of directors then in office, our board of directors, without
stockholder approval, may issue shares of preferred stock with voting and
conversion rights which could adversely affect the holders of shares of common
stock.
We have
no current intention to issue any of our unissued, authorized shares of
preferred stock. However, the issuance of any shares of preferred stock in the
future could adversely affect the rights of the holders of common
stock.
The debt
securities will be our direct unsecured general obligations. The debt securities
will be either senior debt securities or subordinated debt securities. The debt
securities will be issued under one or more separate indentures between us and
U.S Bank National Association, as trustee. Senior debt securities
will be issued under senior indentures. Subordinated debt securities will be
issued under a subordinated indenture. Each of the senior indentures and the
subordinated indenture is referred to as an indenture. The material
terms of any indenture will be set forth in the applicable prospectus
supplement.
We may
issue warrants to purchase our debt or equity securities or securities of third
parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any
other securities and may be attached to, or separate from, such
securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a warrant
agent. The terms of any warrants to be issued and a description of
the material provisions of the applicable warrant agreement will be set forth in
the applicable prospectus supplement.
We may
issue purchase contracts for the purchase or sale of:
|
|
·
|
debt
or equity securities issued by us or securities of third parties, a basket
of such securities, an index or indices of such securities or any
combination of the above as specified in the applicable prospectus
supplement;
|
Each
purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies
or commodities at a specified purchase price, which may be based on a formula,
all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus
supplement will also specify the methods by which the holders may purchase or
sell such securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating to the
settlement of a purchase contract.
The
purchase contracts may require us to make periodic payments to the holders
thereof or vice versa, which payments may be deferred to the extent set forth in
the applicable prospectus supplement, and those payments may be unsecured or
prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively,
purchase contracts may require holders to satisfy their obligations thereunder
when the purchase contracts are issued. Our obligation to settle such
pre-paid purchase contracts on the relevant settlement date may constitute
indebtedness. Accordingly, pre-paid purchase contracts will be issued
under either the senior indenture or the subordinated indenture.
As
specified in the applicable prospectus supplement, we may issue units consisting
of one or more purchase contracts, warrants, debt securities, shares of
preferred stock, shares of common stock or any combination of such
securities.
Each debt
security, warrant and unit will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated
securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of
the security, and in order to transfer or exchange these securities or to
receive payments other than interest or other interim payments, you or your
nominee must physically deliver the securities to the trustee, registrar, paying
agent or other agent, as applicable. Global securities name a
depositary or its nominee as the owner of the debt securities, warrants or units
represented by these global securities. The depositary maintains a
computerized system that will reflect each investor’s beneficial ownership of
the securities through an account maintained by the investor with its
broker/dealer, bank, trust company or other representative, as we explain more
fully below.
Registered
Global Securities
We may
issue the registered debt securities, warrants and units in the form of one or
more fully registered global securities that will be deposited with a depositary
or its nominee identified in the applicable prospectus supplement and registered
in the name of that depositary or nominee. In those cases, one or
more registered global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or face amount of
the securities to be represented by registered global
securities. Unless and until it is exchanged in whole for securities
in definitive registered form, a registered global security may not be
transferred except as a whole by and among the depositary for the registered
global security, the nominees of the depositary or any successors of the
depositary or those nominees.
If not
described below, any specific terms of the depositary arrangement with respect
to any securities to be represented by a registered global security will be
described in the prospectus supplement relating to those
securities. We anticipate that the following provisions will apply to
all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to
persons, called participants, that have accounts with the depositary or persons
that may hold interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the
participants. Any dealers, underwriters or agents participating in
the distribution of the securities will designate the accounts to be
credited. Ownership of beneficial interests in a registered global
security will be shown on, and the transfer of ownership interests will be
effected only through, records maintained by the depositary, with respect to
interests of participants, and on the records of participants, with respect to
interests of persons holding through participants. The laws of some
states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your
ability to own, transfer or pledge beneficial interests in registered global
securities.
So long
as the depositary, or its nominee, is the registered owner of a registered
global security, that depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the securities represented by the
registered global security for all purposes under the applicable indenture,
warrant agreement or unit agreement. Except as described below,
owners of beneficial interests in a registered global security will not be
entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical
delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant
agreement or unit agreement. Accordingly, each person owning a
beneficial interest in a registered global security must rely on the procedures
of the depositary for that registered global security and, if that person is not
a participant, on the procedures of the participant through which the person
owns its interest, to exercise any rights of a holder under the applicable
indenture, warrant agreement or unit agreement.
We
understand that under existing industry practices, if we request any action of
holders or if an owner of a beneficial interest in a registered global security
desires to give or take any action that a holder is entitled to give or take
under the applicable indenture, warrant agreement or unit agreement, the
depositary for the registered global security would authorize the participants
holding the relevant beneficial interests to give or take that action, and the
participants would authorize beneficial owners owning through them to give or
take that action or would otherwise act upon the instructions of beneficial
owners holding through them.
Principal,
premium, if any, and interest payments on debt securities, and any payments to
holders with respect to warrants or units, represented by a registered global
security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner of
the registered global security. None of Charles River, the trustees,
the warrant agents, the unit agents or any other agent of Charles River, agent
of the trustees or agent of the warrant agents or unit agents will have any
responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global
security or for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests.
We expect
that the depositary for any of the securities represented by a registered global
security, upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or other property to holders on that
registered global security, will immediately credit participants’ accounts in
amounts proportionate to their respective beneficial interests in that
registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in a registered global security held through participants
will be governed by standing customer instructions and customary practices, as
is now the case with the securities held for the accounts of customers in bearer
form or registered in “street name,” and will be the responsibility of those
participants.
If the
depositary for any of these securities represented by a registered global
security is at any time unwilling or unable to continue as depositary or ceases
to be a clearing agency registered under the Securities Exchange Act of 1934,
and a successor depositary registered as a clearing agency under the Securities
Exchange Act of 1934 is not appointed by us within 90 days, we will issue
securities in definitive form in exchange for the registered global security
that had been held by the depositary. Any securities issued in
definitive form in exchange for a registered global security will be registered
in the name or names that the depositary gives to the relevant trustee, warrant
agent, unit agent or other relevant agent of ours or theirs. It is
expected that the depositary’s instructions will be based upon directions
received by the depositary from participants with respect to ownership of
beneficial interests in the registered global security that had been held by the
depositary.
Charles
River and/or the selling securityholders, if applicable, may sell the securities
in one or more of the following ways (or in any combination) from time to
time:
|
|
·
|
through
underwriters or dealers;
|
|
|
·
|
directly
to a limited number of purchasers or to a single purchaser;
or
|
The
prospectus supplement will state the terms of the offering of the securities,
including:
|
|
·
|
the
name or names of any underwriters, dealers or
agents;
|
|
|
·
|
the
purchase price of such securities and the proceeds to be received by
Charles River, if any;
|
|
|
·
|
any
underwriting discounts or agency fees and other items constituting
underwriters’ or agents’
compensation;
|
|
|
·
|
any
initial public offering price;
|
|
|
·
|
any
discounts or concessions allowed or reallowed or paid to dealers;
and
|
|
|
·
|
any
securities exchanges on which the securities may be
listed.
|
Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If we
and/or the selling securityholders, if applicable, use underwriters in the sale,
the securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including:
|
|
·
|
negotiated
transactions,
|
|
|
·
|
at
a fixed public offering price or prices, which may be
changed,
|
|
|
·
|
at
market prices prevailing at the time of
sale,
|
|
|
·
|
at
prices related to prevailing market prices
or
|
Unless
otherwise stated in a prospectus supplement, the obligations of the underwriters
to purchase any securities will be conditioned on customary closing conditions
and the underwriters will be obligated to purchase all of such series of
securities, if any are purchased.
We and/or
the selling securityholders, if applicable, may sell the securities through
agents from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the securities and any commissions we pay to them.
Generally, any agent will be acting on a best efforts basis for the period of
its appointment.
We and/or
the selling securityholders, if applicable, may authorize underwriters, dealers
or agents to solicit offers by certain purchasers to purchase the securities
from Charles River at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The contracts will be subject only
to those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth any commissions we pay for solicitation of these
contracts.
Underwriters
and agents may be entitled under agreements entered into with Charles River
and/or the selling securityholders, if applicable, to indemnification by Charles
River and/or the selling securityholders, if applicable, against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the underwriters or agents may be required to
make. Underwriters and agents may be customers of, engage in transactions with,
or perform services for Charles River and its affiliates in the ordinary course
of business.
Each
series of securities will be a new issue of securities and will have no
established trading market other than the common stock which is listed on the
New York Stock Exchange. Any underwriters to whom securities are sold for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice. The securities, other than the common stock, may or may not be
listed on a national securities exchange.
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document that we
file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the
SEC maintains an Internet site at http://www.sec.gov, from which interested
persons can electronically access our SEC filings, including the registration
statement and the exhibits and schedules thereto.
The SEC
allows us to “incorporate by reference” the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC and which is
incorporated by reference will automatically update and supersede this
information. We incorporate by reference the documents listed below and all
future filings made pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than information in the documents
or filings that is deemed to have been furnished and not
filed).
|
|
·
|
Annual
Report on Form 10-K for the year ended December 27,
2008;
|
|
|
·
|
Quarterly
Report on Form 10-Q for the quarter ended March 28,
2009;
|
|
|
·
|
Current
Reports on Form 8-K filed February 11, 2009, July 2, 2009 and August 4,
2009; and
|
|
|
·
|
Registration
Statement on Form 8-A dated June 6, 2000, as amended by the Current Report
on Form 8-K filed December 5, 2008.
|
Charles
River will provide without charge upon written or oral request, a copy of any or
all of the documents which are incorporated by reference to this prospectus,
other than exhibits which are specifically incorporated by reference into those
documents. Requests should be directed to the Corporate Secretary, Charles River
Laboratories International, Inc., 251 Ballardvale Street, Wilmington,
MA 01887 (telephone number (781) 222-6000).
This prospectus and
Charles River’s financial statements and other documents incorporated by
reference in this prospectus contain statements relating to future results,
which are forward-looking statements as that term is defined in the Private
Securities Litigation Act of 1995. Words such as "expect," "anticipate,"
"target," "goal," "project," "intend," "plan," "believe," "seek," "estimate,"
"will," "likely," "may," "designed," "would," "future," "can," "could" and other
similar expressions that are predictions of or indicate future events and trends
or which do not relate to historical matters are intended to identify such
forward-looking statements. These statements are based on current expectations
and beliefs of Charles River and involve a number of risks, uncertainties, and
assumptions that are difficult to predict. For example, we may use
forward-looking statements when addressing topics such as: future demand for
drug discovery and development products and services, including the outsourcing
of these services;
present
spending trends and other cost reduction activities by our customers
(particularly in light of the challenging economic environment); future actions
by our management; the outcome of contingencies; changes in our business
strategy; changes in our business practices and methods of generating revenue;
the development and performance of our services and products; market and
industry conditions, including competitive and pricing trends; changes in the
composition or level of our revenues; our cost structure; the impact of
acquisitions and dispositions; the timing of the opening of new and expanded
facilities; our expectations with respect to sales growth, efficiency
improvements and operating synergies (including the impact of specific actions
intended to cause related improvements); changes in our expectations regarding
future stock option, restricted stock, performance awards and other equity
grants to employees and directors; changes in our expectations regarding our
stock repurchases; expectations with respect to foreign currency exchange;
assessing (or changing our assessment of) our tax positions for financial
statement purposes; and our cash flow and liquidity. In addition, these
statements include the availability of funding for our customers and the impact
of economic and market conditions on them generally, the effects of our
cost-saving actions and other actions designed to manage expenses, operating
costs and capital spending and to streamline efficiency, the timing of our
repatriation of accumulated income earned outside the United States and the
ability of Charles River to withstand market conditions. You should not rely on
forward-looking statements because they are predictions and are subject to
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual results may differ materially and adversely from those expressed in any
forward-looking statements. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their date or in the
case of statements incorporated by reference, on the date of the document
incorporated by reference. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in our Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q under the
sections entitled “Risk Factors” and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in our press releases and
other financial filings with the Securities and Exchange
Commission.
We have
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or risks. New information,
future events or risks may cause the forward-looking events we discuss in this
prospectus not to occur.
The
validity of the securities in respect of which this prospectus is being
delivered will be passed on for us by Davis Polk & Wardwell LLP, New York,
New York.
The
financial statements and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Annual Report on Internal Control over Financial Reporting) incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 27, 2008 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and
accounting.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses to be borne by the Registrant
in connection with the offerings described in this Registration
Statement.
|
Registration
fee
|
$ *
|
|
Transfer
Agent and Trustee fees and expenses
|
$ **
|
|
Printing
|
$ **
|
|
Accounting
fees and expenses
|
$ **
|
|
Legal
fees and expenses
|
$ **
|
|
Rating
Agency fees
|
$ **
|
|
Miscellaneous
|
|
|
Total
|
|
* Omitted
because the registration fee is being deferred pursuant to Rule
456(b).
** Not
presently known.
Item
15. Indemnification of Directors and Officers
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person is made a party by reason of such person being or having been a director,
officer, employee or agent to the Registrant. The Delaware General Corporation
Law provides that Section 145 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Charles River Laboratories
International, Inc.'s second amended and restated certificate of incorporation
provides for indemnification by the Registrant of its directors, officers and
employees to the fullest extent permitted by the Delaware General Corporation
Law.
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to
provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for any breach of the director's duty of loyalty to the corporation or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for unlawful payments of
dividends or unlawful stock repurchases, redemptions or other distributions, or
for any transaction from which the director derived an improper personal
benefit. The Registrant’s second amended and restated certificate of
incorporation provides for such limitation of liability.
The
Registrant maintains standard policies of insurance under which coverage is
provided to its directors and officers against loss rising from claims made by
reason of breach of duty, misstatement, error or omission committed in their
capacity as directors or officers of the Registrant. Such policies of insurance
also provide coverage to the Registrant with respect to payments which may be
made by the Registrant to such officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law.
Item
16. Exhibits
The
following is a list of all exhibits filed as a part of this registration
statement on Form S-3, including those incorporated herein by
reference.
|
Exhibit No.
|
|
Document
|
| |
|
|
|
1.1*
|
|
Form
of Underwriting Agreement
|
| |
|
|
|
3.1
|
|
Second
Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to
Amendment No. 2 to the Registrant’s Registration Statement on Form S-1
(File No. 333-35524), as amended, filed June 23, 2000).
|
| |
|
|
|
3.2
|
|
Bylaws
of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report
on Form 8-K dated December 5, 2008).
|
| |
|
|
|
4.1
|
|
Form
of Senior Debt Indenture between the Registrant and U.S Bank National
Association.
|
| |
|
|
|
4.2
|
|
Form
of Subordinated Debt Indenture between the Registrant and U.S Bank
National Association.
|
| |
|
|
|
4.3*
|
|
Form
of Senior Note
|
| |
|
|
|
4.4*
|
|
Form
of Subordinated Note
|
| |
|
|
|
4.5*
|
|
Form
of Warrant Agreement
|
| |
|
|
|
4.6*
|
|
Form
of Purchase Contract
|
| |
|
|
|
4.7*
|
|
Form
of Unit Agreement
|
| |
|
|
|
4.8
|
|
Form
of Certificate representing shares of Common Stock, $0.01 par value per
share (filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-35524), as
amended, filed June 23, 2000).
|
| |
|
|
|
5.1
|
|
Opinion
of Davis Polk & Wardwell LLP
|
| |
|
|
|
12.1
|
|
Statement
regarding computation of Ratio of Earnings to Fixed
Charges
|
| |
|
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP
|
| |
|
|
|
23.2
|
|
Consent
of Davis Polk & Wardwell (included in Exhibit 5.1)
|
| |
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page of the Registration
Statement)
|
| |
|
|
|
25.1
|
|
Statement
of Eligibility of U.S Bank National Association on Form T-1 for
Senior Debt Indenture
|
| |
|
|
|
25.2
|
|
Statement
of Eligibility of U.S Bank National Association on Form T-1 for
Subordinated Debt Indenture
|
* To
be filed by amendment or as an exhibit to a Current Report on Form
8-K.
Item
17. Undertakings
|
|
(a)
|
The
undersigned Registrant hereby
undertakes:
|
(1) To
file, during any period in which offers or sales are being made of securities
registered hereby, a post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(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. 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 Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent 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 the registration statement or any material change to
such information in the registration statement;
provided, however, that
paragraphs (i), (ii) and (iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
|
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of
1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and
will be governed by the final adjudication of such
issue.
|
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-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Wilmington, in the State of Massachusetts on August 4, 2009.
|
CHARLES
RIVER LABORATORIES INTERNATIONAL, INC
|
| |
| |
|
By:
|
/s/
THOMAS F. ACKERMAN
|
|
|
|
Thomas
F. Ackerman
Corporate
Executive Vice President and Chief Financial Officer
|
|
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James C. Foster and Thomas F. Ackerman, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and registration statements filed
pursuant to Rules 413 or 462 under the Securities Act of 1933, and
to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
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 dates
indicated.
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
By:
|
/s/
JAMES C. FOSTER
|
|
President,
Chief Executive Officer and Chairman
|
|
August
4, 2009
|
|
|
James
C. Foster
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
THOMAS F. ACKERMAN
|
|
Corporate
Executive Vice President and Chief Financial Officer
|
|
August
4, 2009
|
|
|
Thomas
F. Ackerman
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
NANCY T. CHANG
|
|
Director
|
|
August
4, 2009
|
|
|
Nancy
T. Chang
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
STEPHEN D. CHUBB
|
|
Director
|
|
August
4, 2009
|
|
|
Stephen
D. Chubb
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
DEBORAH T. KOCHEVAR
|
|
Director
|
|
August
4, 2009
|
|
|
Deborah
T. Kochevar
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
GEORGE E. MASSARO
|
|
Director
|
|
August
4, 2009
|
|
|
George
E. Massaro
|
|
|
|
|
| |
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
By:
|
/s/
GEORGE M. MILNE, JR.
|
|
Director
|
|
August
4, 2009
|
|
|
George
M. Milne, Jr.
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
C. RICHARD REESE
|
|
Director
|
|
August
4, 2009
|
|
|
C.
Richard Reese
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
DOUGLAS E. ROGERS
|
|
Director
|
|
|
|
|
Douglas
E. Rogers
|
|
|
|
August
4, 2009
|
| |
|
|
|
|
|
|
By:
|
/s/
SAMUEL O. THIER
|
|
Director
|
|
August
4, 2009
|
|
|
Samuel
O. Thier
|
|
|
|
|
| |
|
|
|
|
|
|
By:
|
/s/
WILLIAM H. WALTRIP
|
|
Director
|
|
August
4, 2009
|
|
|
William
H. Waltrip
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit No.
|
|
Document
|
| |
|
|
|
1.1*
|
|
Form
of Underwriting Agreement
|
| |
|
|
|
3.1
|
|
Second
Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to
Amendment No. 2 to the Registrant’s Registration Statement on Form S-1
(File No. 333-35524), as amended, filed June 23, 2000).
|
| |
|
|
|
3.2
|
|
Bylaws
of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report
on Form 8-K dated December 5, 2008).
|
| |
|
|
|
4.1
|
|
Form
of Senior Debt Indenture between the Registrant and U.S Bank
National Association.
|
| |
|
|
|
4.2
|
|
Form
of Subordinated Debt Indenture between the Registrant and U.S
Bank National Association.
|
| |
|
|
|
4.3*
|
|
Form
of Senior Note
|
| |
|
|
|
4.4*
|
|
Form
of Subordinated Note
|
| |
|
|
|
4.5*
|
|
Form
of Warrant Agreement
|
| |
|
|
|
4.6*
|
|
Form
of Purchase Contract
|
| |
|
|
|
4.7*
|
|
Form
of Unit Agreement
|
| |
|
|
|
4.8
|
|
Form
of Certificate representing shares of Common Stock, $0.01 par value per
share (filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-35524), as
amended, filed June 23, 2000).
|
| |
|
|
|
5.1
|
|
Opinion
of Davis Polk & Wardwell LLP
|
| |
|
|
|
12.1
|
|
Statement
regarding computation of Ratio of Earnings to Fixed
Charges
|
| |
|
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP
|
| |
|
|
|
23.2
|
|
Consent
of Davis Polk & Wardwell (included in Exhibit 5.1)
|
| |
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page of the Registration
Statement)
|
| |
|
|
|
25.1
|
|
Statement
of Eligibility of U.S Bank National Association. on Form T-1
for Senior Debt Indenture
|
| |
|
|
|
25.2
|
|
Statement
of Eligibility of U.S Bank National Association on
Form T-1 for Subordinated Debt
Indenture
|
* To
be filed by amendment or as an exhibit to a Current Report on Form
8-K.