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

 

06-1397316

(State or other jurisdiction of

 

(I.R.S. employer

incorporation or organization)

 

Identification umber)

 

 

 

251 Ballardvale Street

Wilmington, Massachusetts 01887

(978) 658-6000

(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

 

 

 

Joanne Acford

General Counsel

Charles River Laboratories

International, Inc.

251 Ballardvale Street

Wilmington, Massachusetts 01887

(978) 658-6000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

 

 

Copies to:

Richard D. Truesdell, Jr.

Davis Polk & Wardwell

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.

 

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:

 

 

 

Number of Warrants and Underlying

 

 

 

Ownership

 

 

 

Common Stock Owned Prior to

 

 

 

After Resale

 

 

 

Resale of Warrants

 

 

 

of Warrants

 

 

 

 

 

 

 

Percentage of

 

 

 

 

 

 

 

 

 

Number of

 

Common

 

Number of

 

Percentage of

 

 

 

 

 

Shares

 

Stock Owned

 

Warrants

 

Shares of

 

 

 

Number of

 

Underlying

 

Prior to

 

Offered by

 

Common

 

Name and Address of Holders

 

Warrants

 

the Warrants

 

Resale

 

Holder

 

Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Basso Holdings Ltd.
(f/k/a AIG SoundShore
Holdings Ltd.)
1266 East Main Street
Stamford, CT 06902

 

12,000

 

91,200

 

 

12,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DKR SoundShore Strategic

 

 

 

 

 

 

 

 

 

 

 

Holding Fund Ltd.

 

 

 

 

 

 

 

 

 

 

 

(f/k/a AIG SoundShore Strategic

 

 

 

 

 

 

 

 

 

 

 

Holding Fund Ltd.)

 

 

 

 

 

 

 

 

 

 

 

1281 East Main Street

 

 

 

 

 

 

 

 

 

 

 

Stamford, CT 06902

 

3,000

 

22,800

 

 

3,000

 

 

 

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
No.

 

Description

 

 

 

  23.1*

 

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.

 

 

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

 

 

 

 

 

 

 

By:

/s/ Thomas F. Ackerman

 

 

 

 

Thomas F. Ackerman

 

 

 

Corporate Senior Vice President and

 

 

 

Chief Financial Officer

 

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

 

Title

 

 

 

 

 

By:

/s/ James C. Foster

 

 

President, Chief Executive

 

James C. Foster

 

 

Officer and Chairman

 

 

 

 

 

By:

/s/ Thomas A. Ackerman

 

 

Corporate Senior Vice President

 

Thomas F. Ackerman

 

 

and Chief Financial Officer

 

 

 

 

 

By:

/s/ Stephen D. Chubb

 

 

Director

 

Stephen D. Chubb

 

 

 

 

 

 

 

 

By:

/s/ George E. Massaro

 

 

Director

 

George E. Massaro

 

 

 

 

 

 

 

 

By:

/s/ Linda McGoldrick

 

 

Director

 

Linda McGoldrick

 

 

 

 

 

 

 

 

By:

/s/ George M. Milne, Jr.

 

 

Director

 

George M. Milne, Jr.

 

 

 

 

4



 

By:

/s/ Douglas E. Rogers

 

 

Director

 

Douglas E. Rogers

 

 

 

 

 

 

 

 

By:

/s/ Samuel O. Thier

 

 

Director

 

Samuel O. Thier

 

 

 

 

 

 

 

 

By:

/s/ William H. Waltrip

 

 

Director

 

William H. Waltrip

 

 

 

 

5



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

  23.1*

 

Consent of PricewaterhouseCoopers LLP.

 


*              Filed herewith.

 

6