UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 8.01 Other Events
Purchase of Shares of Company Common Stock
On November 14, 2023, Mr. James C. Foster, Chair, President and Chief Executive Officer of Charles River Laboratories International, Inc. (the “Company”) purchased 5,620 shares of the Company’s common stock at an average price of $178.05 for an aggregate purchase price of approximately $1.0 million in open market transactions. Mr. Foster indicated that he engaged in these transactions in recognition of the confidence he has in the strategic direction and long-term growth prospects of the Company. Mr. Foster’s purchases will be reported separately on a Form 4 to be filed with the Securities and Exchange Commission.
Termination of Rule 10b5-1 Trading Plan
On November 14, 2023, Mr. Foster terminated his Rule 10b5-1 Trading Plan (the “Plan”) dated February 24, 2023. The Plan allowed for the sale of a maximum of 112,341 shares of the Company’s common stock at times specified in the Plan pursuant to a pre-established formula. Mr. Foster terminated the Plan in order to facilitate the purchase of shares of common stock of the Company on November 14, 2023, as described above, without concern of unintentionally violating short swing profit rules of Section 16 of the Securities Exchange Act of 1934, as amended, by affecting open market sales within six months of open market purchases. Mr. Foster did not sell any shares pursuant to the Plan.
This Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in this Current Report are “forward-looking,” rather than historic. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “may,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements also include statements about Mr. Foster’s belief in the Company’s strategic direction and growth prospects.
Forward-looking statements are based on the Company’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to, statements about Mr. Foster’s beliefs with regard to the Company’s strategic direction and growth prospects. Furthermore, these and other risks relating to the Company are set forth in the documents filed by the Company with the Securities and Exchange Commission, including without limitation, the Company’s Annual Report on Form 10-K filed February 16, 2022. The Company does not undertake, and assumes no obligation and expressly disclaims any duty to update or revise its forward-looking statements or any of the information contained in this Current Report on Form 8-K, including related to future events or circumstances except as required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||||||||
| Date: | November 15, 2023 | By: | /s/ Matthew L. Daniel | ||||||||
| Matthew L. Daniel, Corporate Senior Vice President, | |||||||||||
| General Counsel, Corporate Secretary & Chief Compliance Officer | |||||||||||
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