As filed with the Securities and Exchange Commission on September 12, 2005
Registration No. 333-92383
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1 ON 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 |
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06-1397316 |
(State or other jurisdiction of |
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(I.R.S. employer |
incorporation or organization) |
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Identification umber) |
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251 Ballardvale Street |
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Wilmington, Massachusetts 01887 |
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(978) 658-6000 |
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(Address, including zip code, and telephone number, including area code, of |
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Joanne Acford |
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General Counsel |
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Charles River Laboratories |
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International, Inc. |
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251 Ballardvale Street |
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Wilmington, Massachusetts 01887 |
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(978) 658-6000 |
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(Name, address, including zip code, and telephone number, |
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Copies to: |
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Richard D. Truesdell, Jr. |
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Davis Polk & Wardwell |
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450 Lexington Avenue |
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New York, New York 10017 |
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(212) 450-4000 |
Approximate date of commencement of proposed sale to the public: from time to time after the effective date.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please 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. ý
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. ý
333-92383
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
EXPLANATORY NOTE
We initially issued the warrants in a transaction exempt from the registration requirements of the Securities Act of 1933. Each warrant entitles the holder to purchase 7.60 shares of our common stock at an exercise price of $5.19 per share, subject to adjustment in some circumstances. We filed a registration statement (Registration No. 333-92383) in order to permit the holders of these warrants and shares of our common stock acquired on exercise of these warrants to resell those securities in transactions that are registered under the Securities Act of 1933.
This Post-Effective Amendment No. 3 to Registration Statement on Form S-1 on Form S-3 (File No. 333-92383) is filed solely to add the following additional selling security holders to the table appearing on pages 52 through 55 of the Registration Statement:
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Number of Warrants and Underlying |
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Ownership |
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Common Stock Owned Prior to |
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After Resale |
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Resale of Warrants |
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of Warrants |
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Percentage of |
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Number of |
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Common |
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Number of |
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Percentage of |
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Shares |
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Stock Owned |
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Warrants |
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Shares of |
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Number of |
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Underlying |
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Prior to |
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Offered by |
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Common |
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Name and Address of Holders |
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Warrants |
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the Warrants |
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Resale |
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Holder |
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Stock |
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Basso Holdings Ltd. |
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12,000 |
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91,200 |
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12,000 |
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DKR SoundShore Strategic |
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Holding Fund Ltd. |
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(f/k/a AIG SoundShore Strategic |
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Holding Fund Ltd.) |
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1281 East Main Street |
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Stamford, CT 06902 |
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3,000 |
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22,800 |
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3,000 |
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None of the above holders has a material relationship with us, except as described in the Registration Statement, as amended.
The contents of the Registration Statement on Form S-1 on Form S-3 (File No. 333-92383) are incorporated by reference herein.
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Exhibit |
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Description |
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23.1* |
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Consent of PricewaterhouseCoopers LLP. |
* Filed herewith.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Massachusetts, on the 12th day of September, 2005.
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CHARLES RIVER LABORATORIES INTERNATIONAL, INC. |
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By: |
/s/ Thomas F. Ackerman |
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Thomas F. Ackerman |
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Corporate Senior Vice President and |
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Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on September 12, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated as of September 12, 2005.
Signatures |
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Title |
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By: |
/s/ James C. Foster |
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President, Chief Executive |
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James C. Foster |
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Officer and Chairman |
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By: |
/s/ Thomas A. Ackerman |
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Corporate Senior Vice President |
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Thomas F. Ackerman |
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and Chief Financial Officer |
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By: |
/s/ Stephen D. Chubb |
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Director |
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Stephen D. Chubb |
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By: |
/s/ George E. Massaro |
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Director |
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George E. Massaro |
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By: |
/s/ Linda McGoldrick |
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Director |
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Linda McGoldrick |
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By: |
/s/ George M. Milne, Jr. |
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Director |
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George M. Milne, Jr. |
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By: |
/s/ Douglas E. Rogers |
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Director |
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Douglas E. Rogers |
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By: |
/s/ Samuel O. Thier |
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Director |
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Samuel O. Thier |
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By: |
/s/ William H. Waltrip |
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Director |
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William H. Waltrip |
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5
EXHIBIT INDEX
Exhibit |
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Description |
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23.1* |
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Consent of PricewaterhouseCoopers LLP. |
* Filed herewith.
6