As filed with the Securities and Exchange Commission on ___________
Registration No. 333-_______
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UNITED STATES
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
2002 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
James L. Herbert
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912-1595
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(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 Amount of
Title of securities Amount to be Maximum offering Offering Registration
To be registered Registered Price per share Price Fee
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Common Shares (1) 100,000 13,125 1,312,500 $120.75(2)
(1) $0.16 par value per share.
(2) 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 November
26, 2002.
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 on Form 10-K for the fiscal year ended May 31, 2002 as
filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2002, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
3. The description of the registrant's common shares included in the
Prospectus dated October 22, 1996 included in the Registration
Statement on Form S-2 (File no. 33-12193) effective October 22, 1996,
as filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, under the caption "Description of Capital
Stock" in the Prospectus.
All documents subsequently filed pursuant to Sections 13(a) 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, before 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 of
this registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITES.
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 by laws also provide for indemnification of
directors and officers [to the greatest extent permitted by law].
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 of 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 no 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 [require the registrant to indemnify directors and
officers] 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 or the Michigan
Uniform Securities Act.
In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $5,000,000 in coverage including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Honigman Miller Schwartz and Cohn LLP.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Honigman Miller Schwartz and Cohn LLP (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 2002 Employee Stock Purchase Plan
incorporated by reference to The Registrant's Proxy Statement
(Schedule 14A), filed with the Commission on August 29, 2002.
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 of 1933, unless the
information required to be included in such
post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act and incorporated herein by
reference;
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement,
unless the information required to be included in
such post-effective amendment is contained in
periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act and
incorporated herein by reference;
(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;
(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 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 Act of 1934 that is incorporated by reference in
this registration statement 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of
Item 6, 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 Securities Act of 1933
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 of 1933
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-8 and has duly 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 December 2, 2002.
NEOGEN CORPORATION
By: /s/ JAMES L. HERBERT
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James L. Herbert
Its: President
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 Richard R.
Current 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 2002 Employee Stock Purchase 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
an about the premises in order to effectuate the 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.
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 December 2, 2002
-------------------------- Officer, Director (Principal
James L. Herbert Executive Officer)
/s/ RICHARD R. CURRENT Vice President, December 2, 2002
-------------------------- Chief Financial Officer
Richard R. Current (Principal Financial and
Accounting Officer)
/s/ JACK C. PARNELL Chairman, Board of Directors December 2, 2002
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Jack C. Parnell
/s/ THOMAS H. REED Secretary and Director December 2, 2002
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Thomas H. Reed
/s/ LON M. BOHANNON Director December 2, 2002
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Lon M. Bohannon
/s/ ROBERT M. BOOK Director December 2, 2002
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Robert M. Book
/s/ HERBERT D. DOAN Director December 2, 2002
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Herbert D. Doan
/s/ GORDON E. GUYER Director December 2, 2002
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Gordon E. Guyer
/s/ LEONARD E. HELLER Director December 2, 2002
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Leonard E. Heller
/s/ G. BRUCE PAPESH Director December 2, 2002
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G. Bruce Papesh