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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | |
ý |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 27, 2003 |
|
OR |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO |
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Commission File No. 333-92383
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
06-1397316 (I.R.S. Employer Identification No.) |
|
251 Ballardvale Street Wilmington, Massachusetts (Address of Principal Executive Offices) |
01887 (Zip Code) |
(Registrant's telephone number, including area code): (978) 658-6000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered |
|
|---|---|---|
| Common Stock, $0.01 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
On June 28, 2003, the aggregate market value of the Registrant's voting common stock held by non-affiliates of the Registrant was approximately $1,453,176,300.
As of March 3, 2004, there were outstanding 46,074,943 shares of the Registrant's common stock, $0.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders scheduled to be held on May 12, 2004 (the 2004 Proxy Statement), which will be filed with the Securities and Exchange Commission not later than 120 days after December 27, 2003, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 2004 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Form 10-K.
Charles River Laboratories International, Inc. is filing this amendment to Form 10-K for the year ended December 27, 2003, filed with the Securities and Exchange Commission on March 10, 2004, to amend the cover sheet by removing the check mark from the box relating to Item 405 of Regulation S-K. Otherwise, the Form 10-K is not amended in any way by this Amendment No. 1.
1
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||
Date: April 8, 2004 |
By: |
/s/ THOMAS F. ACKERMAN Thomas F. Ackerman Senior Vice President and Chief Financial Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
| Signatures |
Title |
Date |
||||
|---|---|---|---|---|---|---|
| By: | /s/ JAMES C. FOSTER James C. Foster |
President, Chief Executive Officer and Chairman | April 8, 2004 | |||
By: |
/s/ THOMAS F. ACKERMAN Thomas F. Ackerman |
Senior Vice President and Chief Financial Officer |
April 8, 2004 |
|||
By: |
/s/ ROBERT CAWTHORN Robert Cawthorn |
Director |
April 8, 2004 |
|||
By: |
/s/ STEPHEN D. CHUBB Stephen D. Chubb |
Director |
April 8, 2004 |
|||
By: |
/s/ GEORGE E. MASSARO George E. Massaro |
Director |
April 8, 2004 |
|||
By: |
/s/ GEORGE M. MILNE George M. Milne |
Director |
April 8, 2004 |
|||
By: |
/s/ DOUGLAS E. ROGERS Douglas E. Rogers |
Director |
April 8, 2004 |
|||
By: |
/s/ SAMUEL O. THIER Samuel O. Thier |
Director |
April 8, 2004 |
|||
By: |
/s/ WILLIAM H. WALTRIP William H. Waltrip |
Director |
April 8, 2004 |
|||
2
| Exhibit Index |
Description |
|
|---|---|---|
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer | |
| 32.1* | Section 1350 Certification of the Chief Executive Officer | |
| 32.2* | Section 1350 Certification of the Chief Financial Officer |
- *
- Filed herewith
3
EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX
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Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
AND RULE 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934
I, James C. Foster, Chief Executive Officer of Charles River Laboratories International, Inc. (the Company) certify that:
- 1.
- I
have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of the Company;
- 2.
- Based on my knowledge, this Amendment No. 1 to the Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
| Dated: April 8, 2004 | /s/ JAMES C. FOSTER James C. Foster Chairman, Chief Executive Officer and President Charles River Laboratories International, Inc. |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND RULE 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934
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Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
AND RULE 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934
I, Thomas F. Ackerman, Senior Vice President and Chief Financial Officer of Charles River Laboratories International, Inc. (the Company) certify that:
- 1.
- I
have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of the Company;
- 2.
- Based on my knowledge, this Amendment No. 1 to the Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
| Dated: April 8, 2004 | /s/ THOMAS F. ACKERMAN Thomas F. Ackerman Senior Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND RULE 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to the Annual Report on Form 10-K/A for the period ending December 27, 2003 of Charles River Laboratories International, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, James C. Foster, Chairman, Chief Executive Officer and President of the Company, hereby certifies, to the best of his knowledge and pursuant to 18 U.S.C. Section 1350, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: April 8, 2004 | /s/ JAMES C. FOSTER James C. Foster Chairman, Chief Executive Officer and President Charles River Laboratories International, Inc. |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to the Annual Report on Form 10-K/A for the period ending December 27, 2003 of Charles River Laboratories International, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Chief Financial Officer of the Company, hereby certifies, to the best of his knowledge and pursuant to 18 U.S.C. Section 1350, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: April 8, 2004 | /s/ THOMAS F. ACKERMAN Thomas F. Ackerman Senior Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002