Statistiche di base
| LEI | 549300HJT9FC36N4UW43 |
| CIK | 711377 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Neogen Corporation
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 14, 2025 |
FOR IMMEDIATE RELEASE Neogen Announces Board Transition with Appointment of Avi Pelossof and the Retirement of William Boehm LANSING, Mich. |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To . COMMISSION FILE NUMBER 0-17988 NEOGEN CORPORATION (Exact nam |
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| July 30, 2025 |
Exhibit 10.19 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN RETENTION BONUS AWARD AGREEMENT Participant Name: David H. Naemura Grant Date: October 26, 2023 Option Granted: 379,747 Shares THIS AWARD AGREEMENT, dated as of October 26, 2023 (the “Grant Date”), is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and David H. Naemura (the “Participant”). Capitali |
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| July 30, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock of Neogen Corporation (the “Company”). This summary does not purport to be complete in all respects and is subject to and qualified in its entirety by reference to the Company’s Restated Articles of Incorporation, a |
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| July 30, 2025 |
Exhibit 10.16 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Participant Name: [●] Grant Date: [●] Option Granted to Purchase: [●] Shares Option Price: $[●] per Share THIS AWARD AGREEMENT, dated as of the Grant Date set forth above, is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and the Participant set forth above. Capitalize |
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| July 30, 2025 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT NEOGEN CORPORATION AND SUBSIDIARIES May 31, 2025 WHERE INCORPORATED Abbott Analytical Limited England, U. |
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| July 30, 2025 |
EXHIBIT 24 POWER OF ATTORNEY APPOINTING JOHN E. ADENT AND DAVID H. NAEMURA Power of Attorney Each of the undersigned, in his/her capacity as a director, officer, or both, of Neogen Corporation, appoints John E. Adent and David H. Naemura, or either of them, to be his/her true and lawful attorney to execute in his/her name, place and stead, an Annual Report on Form 10-K for the year ended May 31, 2 |
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| July 30, 2025 |
Exhibit 10.17 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Participant Name: [●] Grant Date: [●] RSUs Granted: [●] THIS AWARD AGREEMENT, dated as of the Grant Date set forth above, is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and the Participant set forth above. Capitalized terms have the meaning defined herein o |
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| July 30, 2025 |
Neogen Corporation Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of Neogen Corporation (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain current and former executive officers, |
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| July 30, 2025 |
Exhibit 19 NEOGEN CORPORATION INSIDER TRADING POLICY As a public company, Neogen Corporation (the “Company”) is subject to federal and state securities laws, including Rule 10b-5 under the Securities Exchange Act of 1934 (“Exchange Act”), which prohibit the purchase or sale of securities of a company by persons aware of material nonpublic information about that company, or the disclosure of material nonpublic information about a company to other persons who then trade in its securities (referred to in this policy together as “insider trading”). |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 29, 2025 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 29, 2025 |
Exhibit 99.1 Neogen Announces Fourth-Quarter 2025 Results • Revenue of $225.5 million. • Net loss of $612.2 million due to non-cash goodwill impairment; $(2.82) per diluted share. • Adjusted Net Income1 of $11.3 million; $0.05 per diluted share. • Adjusted EBITDA1 of $40.6 million. 1 Non-GAAP financial measures; see explanations and reconciliations that follow LANSING, Mich., July 29, 2025 – Neoge |
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| July 24, 2025 |
Offer Letter dated June 30, 2025 30 June 2025 Mikhael Nassif Dear Mikhael, We are excited you’ve chosen to join the Neogen Team! Subject to the final approval of the Neogen Board of Directors, you are being offered employment at Neogen Corporation as the Chief Executive Officer and will report to Jim Borel, Chairman of the Board of Directors. |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES For the transition period from to Commission file number: 0-17988 NEOGEN 401(k) RETIREMENT SAVINGS PLAN (Full title of the pl |
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| June 4, 2025 |
William Blair Growth Stock Conference June 4, 2025 William Blair Growth Stock Conference June 4, 2025 Forward-Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| June 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 620 Lesher Place 48912 Lansing, MI (zip code) (Address of principa |
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| May 29, 2025 |
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD. Exhibit 1.01 Neogen Corporation Conflict Minerals Report 2024 Company Overview Neogen Corporation develops, manufactures and markets a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintende |
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| May 14, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 14, 2025 |
May 14, 2025 Forward-Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| May 13, 2025 |
Neogen Announces Board Transition with Appointment of Andrea Wainer and Retirement of James P. Tobin FOR IMMEDIATE RELEASE Neogen Announces Board Transition with Appointment of Andrea Wainer and Retirement of James P. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| April 22, 2025 |
Petrifilm at Neogen April 22, 2025 Petrifilm at Neogen April 22, 2025 Forward-Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| April 22, 2025 |
FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 08, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 9, 2025 |
Via Email April 8, 2025 Mr. John Adent Chief Executive Officer, Neogen Corporate Dear John, This letter agreement (the “Agreement”) confirms the mutually agreed terms of your continued employment by and termination of employment with Neogen Corporation (the “Company”). 1) Continuation of Services a) CEO Period. You will continue to be employed as President and Chief Executive Officer of the Compan |
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| April 9, 2025 |
FOR IMMEDIATE RELEASE Neogen® Announces CEO Transition Board has Formed Search Committee and Engaged Leading Executive Search Firm Lansing, Mich. |
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| April 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2025 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| April 9, 2025 |
Exhibit 99.1 Neogen Announces Third-Quarter 2025 Results • Revenue of $221.0 million. • Net loss of $11.0 million; $(0.05) per diluted share. • Adjusted Net Income1 of $20.9 million; $0.10 per diluted share. • Adjusted EBITDA1 of $48.5 million. • Updating full-year guidance. 1 Non-GAAP financial measures; see explanations and reconciliations that follow. LANSING, Mich., April 9, 2025 – Neogen Corp |
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| April 7, 2025 |
Execution Version AMENDMENT NO. 1 AND REFINANCING AMENDMENT TO CREDIT AGREEMENT This AMENDMENT NO. 1 AND REFINANCING AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 4, 2025, by and between NEOGEN CORPORATION, a Michigan corporation (the “Parent”), NEOGEN FOOD SAFETY CORPORATION, a Delaware corporation (the “Company”, together with the Parent, the “Borrowers” and each a “Borrowe |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 04, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 7, 2025 |
Neogen® Announces Refinancing of Term Loan and Revolving Credit Facility FOR IMMEDIATE RELEASE Neogen® Announces Refinancing of Term Loan and Revolving Credit Facility Lansing, Mich. |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| January 10, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10,2025 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 000-17988 CUSIP NUMBER: 640491-10-6 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: November 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| January 10, 2025 |
Exhibit 99.1 Neogen Announces Preliminary1 Second-Quarter 2025 Results • Revenue of $231.3 million. • Net loss of $456.3 million due to non-cash goodwill impairment; $(2.10) per diluted share. • Adjusted Net Income2 of $24.4 million; $0.11 per diluted share. • Adjusted EBITDA2 of $51.4 million. • Updating full-year guidance. 1 Results presented in this release are preliminary and unaudited estimat |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 06, 2025 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 4, 2024 |
Piper Sandler Healthcare Conference December 4, 2024 Piper Sandler Healthcare Conference December 4, 2024 Disclaimer Forward Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| December 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 04, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 14, 2024 |
EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| November 14, 2024 |
AGREEMENT OF REPORTING PERSONS EX-99.2 3 s013024c.htm EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Th |
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| November 14, 2024 |
NEOG / Neogen Corporation / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G Passive Investment SC 13G 1 tm2428293d13sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Neogen Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 640491106 (CUSIP Numbe |
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| November 14, 2024 |
NEOG / Neogen Corporation / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment SC 13G 1 s013024a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neogen Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 640491106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua |
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| October 28, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2024 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| October 10, 2024 |
Exhibit 99.1 Neogen Announces First-Quarter 2025 Results • Revenue of $217.0 million. • Net loss of $12.6 million; $(0.06) per diluted share. • Adjusted Net Income of $14.4 million; $0.07 per diluted share. • Adjusted EBITDA of $43.7 million. • Maintaining full-year guidance. LANSING, Mich., October 10, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the first quarter ended |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen Co |
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| October 1, 2024 |
Neogen Announces the Appointment of New Board Member FOR IMMEDIATE RELEASE Neogen Announces the Appointment of New Board Member LANSING, Mich. |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☒ Defi |
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| September 5, 2024 |
Wells Fargo Healthcare Conference September 5, 2024 Wells Fargo Healthcare Conference September 5, 2024 Disclaimer Forward Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| September 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 05, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 20, 2024 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of Registrant as specified in its charter) Michigan 38-2364843 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number.) 620 Lesher Place, Lansing, Michigan 48912 ( |
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| August 20, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Neogen Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rules 457(c) and 457(h)(1) 20,000,000 (1) $16. |
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| August 20, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Neogen Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rules 457(c) and 457(h)(1) 1,000,000 (1) $16. |
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| August 20, 2024 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of Registrant as specified in its charter) Michigan 38-2364843 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number.) 620 Lesher Place, Lansing, Michigan 48912 ( |
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| July 30, 2024 |
Neogen Corporation Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of Neogen Corporation (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain current and former executive officers, |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ]] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To . COMMISSION FILE NUMBER 0-17988 NEOGEN CORPORATION (Exact na |
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| July 30, 2024 |
Description of the Common Stock of Neogen Corporation. Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock of Neogen Corporation (the “Company”). This summary does not purport to be complete in all respects and is subject to and qualified in its entirety by reference to the Company’s Restated Articles of Incorporation, a |
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| July 30, 2024 |
Exhibit 99.1 Neogen Announces Fourth-Quarter 2024 Results • Revenue of $236.8 million. • Net loss of $5.4 million; $(0.02) per diluted share. • Adjusted Net Income of $22.4 million; $0.10 per diluted share. • Adjusted EBITDA of $53.0 million. LANSING, Mich., July 30, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the fourth quarter ended May 31, 2024. “After crossing multi |
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| July 30, 2024 |
Option Agreement between Neogen Corporation and David H. Naemura, dated October 26, 2023. (1) Exhibit 10.19 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN RETENTION BONUS AWARD AGREEMENT Participant Name: David H. Naemura Grant Date: October 26, 2023 Option Granted: 379,747 Shares THIS AWARD AGREEMENT, dated as of October 26, 2023 (the “Grant Date”), is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and David H. Naemura (the “Participant”). Capitali |
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| July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2024 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 30, 2024 |
EXHIBIT 24 POWER OF ATTORNEY APPOINTING JOHN E. ADENT AND DAVID H. NAEMURA Power of Attorney Each of the undersigned, in his/her capacity as a director, officer, or both, of Neogen Corporation, appoints John E. Adent and David H. Naemura, or either of them, to be his/her true and lawful attorney to execute in his/her name, place and stead, an Annual Report on Form 10-K for the year ended May 31, 2 |
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| July 30, 2024 |
Form of Management Stock Option Award Agreement. (1) Exhibit 10.16 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Participant Name: [●] Grant Date: [●] Option Granted to Purchase: [●] Shares Option Price: $[●] per Share THIS AWARD AGREEMENT, dated as of the Grant Date set forth above, is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and the Participant set forth above. Capitalize |
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| July 30, 2024 |
Neogen Corporation Insider Trading Policy Exhibit 19 NEOGEN CORPORATION INSIDER TRADING POLICY As a public company, Neogen Corporation (the “Company”) is subject to federal and state securities laws, including Rule 10b-5 under the Securities Exchange Act of 1934 (“Exchange Act”), which prohibit the purchase or sale of securities of a company by persons aware of material nonpublic information about that company, or the disclosure of material nonpublic information about a company to other persons who then trade in its securities (referred to in this policy together as “insider trading”). |
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| July 30, 2024 |
Form of Management Restricted Share Unit Award Agreement. (1) Exhibit 10.17 NEOGEN CORPORATION 2023 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Participant Name: [●] Grant Date: [●] RSUs Granted: [●] THIS AWARD AGREEMENT, dated as of the Grant Date set forth above, is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and the Participant set forth above. Capitalized terms have the meaning defined herein o |
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| July 30, 2024 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT NEOGEN CORPORATION AND SUBSIDIARIES May 31, 2024 WHERE INCORPORATED Abbott Analytical Limited England, U. |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES For the transition period from to Commission file number: 0-17988 NEOGEN 401(k) RETIREMENT SAVINGS PLAN (Full title of the pl |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| June 4, 2024 |
William Blair Growth Stock Conference June 4, 2024 William Blair Growth Stock Conference June 4, 2024 Disclaimer Forward Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 620 Lesher Place 48912 Lansing, MI (zip code) (Address of principa |
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| May 29, 2024 |
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD. Exhibit 1.01 Neogen Corporation Conflict Minerals Report 2023 Company Overview Neogen Corporation develops, manufactures and markets a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintende |
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| April 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2024 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| April 9, 2024 |
Exhibit 99.1 Neogen Announces Third-Quarter 2024 Results • Revenue of $228.8 million. • Net loss of $(2.0) million; $(0.01) per diluted share. • Adjusted Net Income of $26.4 million; $0.12 per diluted share. • Adjusted EBITDA of $52.7 million. • Updating full-year outlook. LANSING, Mich., April 9, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the third quarter ended Febru |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2024 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 13, 2024 |
NEOG / Neogen Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01525-neogencorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Neogen Corp Title of Class of Securities: Common Stock CUSIP Number: 640491106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule p |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| January 9, 2024 |
Exhibit 99.1 Neogen Announces Second-Quarter 2024 Results • Revenue of $229.6 million. • Net loss of $3.5 million; $(0.02) per diluted share. • Adjusted Net Income of $24.9 million; $0.11 per diluted share. • Adjusted EBITDA of $55.1 million, at a margin of 24.0%. • Updating full-year outlook. LANSING, Mich., January 9, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the se |
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| January 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2024 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 31, 2023 |
Form of Severance Letter Agreement. Re: Severance Dear [•]: On behalf of Neogen Corporation (the “Company”), this letter agreement (the “Agreement”) details your severance terms. |
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| October 31, 2023 |
AMENDED AND RESTATED BYLAWS OF NEOGEN CORPORATION Article I OFFICES Section 1. Registered Office. The registered office of Neogen Corporation (“the Corporation”) will be located at such location in the State of Michigan as the Board of the Corporation (the “Board” or the “Board”) designates in accordance with applicable law. Section 2. Principal Office. The principal office of the Corporation will |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen Co |
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| October 10, 2023 |
NEOGEN CORPORATION UNAUDITED CONSOLIDATED STATEMENT OF INCOME (In thousands, except for per share) Exhibit 99.1 Neogen Announces First-Quarter 2024 Results • Revenue of $229.0 million, an increase of 73.0% over the prior-year quarter. • Net income of $1.5 million; $0.01 per diluted share. • Adjusted Net Income of $23.7 million; $0.11 per diluted share. • Adjusted EBITDA of $52.4 million, an increase of 93.8% over the prior-year quarter, at a margin of 22.9%. LANSING, Mich., October 10, 2023 – N |
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| October 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2023 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☒ Defi |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 07, 2023 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 7, 2023 |
Wells Fargo Healthcare Conference September 7, 2023 Wells Fargo Healthcare Conference September 7, 2023 Forward-Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To . COMMISSION FILE NUMBER 0-17988 NEOGEN CORPORATION (Exact name |
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| August 15, 2023 |
EXHIBIT 24 POWER OF ATTORNEY APPOINTING JOHN E. ADENT AND DAVID H. NAEMURA Power of Attorney Each of the undersigned, in his/her capacity as a director, officer, or both, of Neogen Corporation, appoints John E. Adent and David H. Naemura, or either of them, to be his/her true and lawful attorney to execute in his/her name, place and stead, an Annual Report on Form 10-K for the year ended May 31, 2 |
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| August 15, 2023 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT NEOGEN CORPORATION AND SUBSIDIARIES May 31, 2023 WHERE INCORPORATED Abbott Analytical Limited England, U. |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 000-17988 CUSIP NUMBER: 640491-10-6 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: May 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| July 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 27, 2023 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 27, 2023 |
Exhibit 99.1 Neogen Announces Fourth-Quarter 2023 Results • Revenue of $241.8 million, an increase of 72.6% over the prior-year quarter. • Net income of $5.6 million; $0.03 per diluted share. • Adjusted Net Income of $30.2 million; $0.14 per diluted share. • Adjusted EBITDA of $63.1 million, an increase of 97.0% over the prior-year quarter, at a margin of 26.1%. LANSING, Mich., July 27, 2023 – Neo |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES For the transition period from to Commission file number: 0-17988 NEOGEN 401(k) RETIREMENT SAVINGS PLAN (Full title of the pl |
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| June 6, 2023 |
William Blair Growth Stock Conference June 6, 2023 William Blair Growth Stock Conference June 6, 2023 Forward-Looking Statements This presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 06, 2023 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 30, 2023 |
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD. Exhibit 1.01 Neogen Corporation Conflict Mineral Report 2022 Company Overview Neogen Corporation develops, manufactures and markets a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 620 Lesher Place 48912 Lansing, MI (zip code) (Address of principa |
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| April 6, 2023 |
April 5, 2023 Neogen Governance Committee, I am writing to inform you that I have accepted a new role as SVP, Head of Global Public Policy for PepsiCo. |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 06, 2023 Neogen Corporation (Exact name of Registrant as Specified in Its Charter) Michigan 0-17988 38-2367843 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| March 30, 2023 |
Exhibit 99.1 Neogen Announces Third-Quarter 2023 Results • Revenue of $218.3 million, an increase of 70% over the prior-year quarter. • Net income of $8.2 million; $0.04 per diluted share. • Adjusted Net Income of $26.5 million; $0.12 per diluted share. • Adjusted EBITDA of $51.3 million, a margin of 23.5%. LANSING, Mich., March 30, 2023 – Neogen Corporation (NASDAQ: NEOG) announced today the resu |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2023 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 14, 2023 |
NEOG / Neogen Corporation / SUSQUEHANNA SECURITIES, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm235085d2sc13ga.htm SC 13G/A CUSIP No: 640491106 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Neogen Corporation (Name of Issuer) Common Stock, $0.16 par value per share (Title of Class o |
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| February 9, 2023 |
NEOG / Neogen Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01496-neogencorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Neogen Corp. Title of Class of Securities: Common Stock CUSIP Number: 640491106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| January 5, 2023 |
Exhibit 99.1 Neogen Announces Second-Quarter 2023 Results ? Revenue of $230.0 million, up 76.2% over the prior-year quarter. ? Net income of $(41.8) million; $(0.19) per share. ? Adjusted Net Income of $31.4 million; $0.15 per share. ? Adjusted EBITDA of $64.1 million, a margin of 27.8%. ? Integration of Food Safety acquisition progressing well. LANSING, Mich., January 5, 2023 ? Neogen Corporation |
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| January 5, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2023 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 30, 2022 |
Piper Sandler 34th Annual Healthcare Conference November 30, 2022 Exhibit 99.1 Disclaimer Forward-Looking Statements This presentation includes ?forward-looking statements? as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the words ?believe, |
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| November 30, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| October 11, 2022 |
NEOG / Neogen Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 17)* Neogen Corporation (Name of Issuer) Common Stock, Par Value $0.16 (Title of Class of Securities) 640491106 (CUSIP Number) Eddie C. Brown Brown Capital Ma |
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| October 7, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 6, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 v FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb |
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| September 28, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces First Quarter Results Company reports 3% growth across both Food and Animal Safety segments; 6% increase with neutral currency Combination with 3M?s Food Safety business closed on September 1; integration underway LANSING, Mich., September 27, 2022 ? Neogen Corporat |
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| September 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction (Commission (IRS Employer of incor |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 000-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission F |
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| September 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces CFO Transition Steve Quinlan to retire effective May 31, 2023; David Naemura to replace him as Chief Financial Officer LANSING, Mich., September 27, 2022 ? Neogen Corporation (NASDAQ: NEOG) announced today that Steve Quinlan, the company?s Chief Financial Officer, h |
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| September 16, 2022 |
NEOG / Neogen Corporation / SUSQUEHANNA SECURITIES, LLC - SC 13G Passive Investment CUSIP No: 640491106 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* Neogen Corporation (Name of Issuer) Common Stock, $0.16 par value per share (Title of Class of Securities) 640491106 (CUSIP Number) Sep |
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| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| September 1, 2022 |
Exhibit 4.2 SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 1, 2022, among each of the signatories hereto as a guarantor (the ?Guaranteeing Entities?), Neogen Food Safety Corporation, a Delaware corporation, formerly known as Garden SpinCo Corporation (the ?Issuer?) and U.S. Bank Trust Company, National Association, as trustee (the ?Trustee?). W I T N E S S E T H WHER |
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| September 1, 2022 |
Exhibit 10.7 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DISTRIBUTION AGREEMENT 1. DISTRIBUTION AGREEMENT 1.1 Agreement. Garden SpinCo Corporation, a Delaware corporation to be renamed Neogen Food Safety Corporation (?Suppl |
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| September 1, 2022 |
Exhibit 10.3 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TRANSITIONAL TRADEMARK LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, NEOGEN CORPORATION AND GARDEN SPINCO CORPORATION DATED AS OF SEPTE |
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| September 1, 2022 |
Exhibit 2.3 EXECUTION VERSION AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of August 31, 2022, to the Separation and Distribution Agreement, dated as of December 13, 2021 (as amended, restated, modified or supplemented from time to time, the ?Separation Agreement?), by and among 3M Company, a Delaware corporation (the ?Company?), Ga |
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| September 1, 2022 |
Exhibit 3.1 |
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| September 1, 2022 |
Exhibit 10.8 MASTER REAL ESTATE LICENSE AGREEMENT This MASTER REAL ESTATE LICENSE AGREEMENT (this ?Agreement?), dated as of September 1, 2022, is entered into by and among each legal entity listed under the heading ?Licensor? on the signature pages hereto (each, a ?Licensor? and collectively, the ?Licensors?), and each legal entity listed under the heading ?Licensee? on the signature pages hereto |
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| September 1, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Neogen Completes 3M Food Safety Business Merger Combination creates an innovative leader in the food safety sector with a comprehensive product range and a strategic focus on the category?s long-term growth opportunities LANSING, Mich., Sept. 1, 2022 ? Neogen Corporation (NASDAQ: NEOG) announced today that it has completed the previously announced merger with 3M? |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| September 1, 2022 |
Exhibit 10.2 INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND BETWEEN 3M COMPANY 3M INNOVATIVE PROPERTIES COMPANY AND GARDEN SPINCO CORPORATION DATED AS OF SEPTEMBER 1, 2022 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Other Definitions 4 ARTICLE 2 LICENSE GRANTS 4 Section 2.1. Grants by Company Licensors 4 Section 2.2. Grants by SpinCo Licen |
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| September 1, 2022 |
Exhibit 10.4 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TRANSITION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022 TRANSITION SER |
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| September 1, 2022 |
Exhibit 10.6 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022 |
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| September 1, 2022 |
Exhibit 3.2 AMENDMENT TO THE BYLAWS OF NEOGEN CORPORATION As previously approved by the Board of Directors and the shareholders of Neogen Corporation, a Michigan corporation (the ?Corporation?), the Bylaws of the Corporation, as amended (the ?Bylaws?), are hereby amended, effective as of immediately prior to the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as |
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| September 1, 2022 |
Exhibit 10.5 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO COROPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022 |
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| September 1, 2022 |
Exhibit 10.1 TAX MATTERS AGREEMENT by and among 3M COMPANY, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION dated as of September 1, 2022 TABLE OF CONTENTS Page Article 1. Definition of Terms 2 Article 2. Responsibility for Tax Liabilities 13 Section 2.01 General Rule 13 Section 2.02 Allocation of Federal Taxes 13 Section 2.03 Allocation of State Taxes 14 Section 2.04 Allocation of Foreign Taxes |
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| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ? Defi |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| August 18, 2022 |
Neogen Shareholders Approve All Proposals Required for Combination with 3M’s Food Safety Business Exhibit 99.1 Neogen Shareholders Approve All Proposals Required for Combination with 3M?s Food Safety Business LANSING, Mich., August 17, 2022 ? Neogen Corporation (?Neogen?) (NASDAQ: NEOG) announced that, at the special meeting of Neogen shareholders held today, Neogen shareholders voted to approve all proposals required in connection with the pending combination of the food safety business of 3M |
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| August 18, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| August 17, 2022 |
Neogen Shareholders Approve All Proposals Required for Combination with 3M’s Food Safety Business Filed by Neogen Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Neogen Corporation Commission File No. |
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| August 12, 2022 |
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF NEOGEN Exhibit 99.1 SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF NEOGEN On December 13, 2021, 3M Company (?3M?), Garden SpinCo Corporation (?Garden SpinCo?), currently a wholly owned subsidiary of 3M, Neogen Corporation (?Neogen?) and Nova RMT Sub, Inc., a wholly owned subsidiary of Neogen (?Merger Sub?), entered into certain definitive agreements, including the Agreement and Plan of Mer |
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| August 12, 2022 |
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF NEOGEN Exhibit 99.1 SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF NEOGEN On December 13, 2021, 3M Company (?3M?), Garden SpinCo Corporation (?Garden SpinCo?), currently a wholly owned subsidiary of 3M, Neogen Corporation (?Neogen?) and Nova RMT Sub, Inc., a wholly owned subsidiary of Neogen (?Merger Sub?), entered into certain definitive agreements, including the Agreement and Plan of Mer |
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| August 12, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF NEOGEN AND THE FOOD SAFETY BUSINESS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF NEOGEN AND THE FOOD SAFETY BUSINESS On December 13, 2021, 3M Company (?3M?), Garden SpinCo Corporation (?Garden SpinCo?), currently a wholly owned subsidiary of 3M, Neogen Corporation (?Neogen?) and Nova RMT Sub, Inc., a wholly owned subsidiary of Neogen (?Merger Sub?), entered into certain definitive agreements, includin |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| August 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| August 12, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF NEOGEN AND THE FOOD SAFETY BUSINESS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF NEOGEN AND THE FOOD SAFETY BUSINESS On December 13, 2021, 3M Company (?3M?), Garden SpinCo Corporation (?Garden SpinCo?), currently a wholly owned subsidiary of 3M, Neogen Corporation (?Neogen?) and Nova RMT Sub, Inc., a wholly owned subsidiary of Neogen (?Merger Sub?), entered into certain definitive agreements, includin |
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| August 5, 2022 |
falseNEOGEN CORP0000711377NASDAQ00007113772022-08-052022-08-05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 4, 2022 |
Exhibit 99.3 IMPORTANT?PLEASE READ THIS EXCHANGE AND TRANSMITTAL INFORMATION BOOKLET CAREFULLY BEFORE COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL EXCHANGE AND TRANSMITTAL INFORMATION BOOKLET FOR SHARES OF COMMON STOCK OF 3M COMPANY ? Forming Part of the Terms and Conditions of this Exchange Offer I/we, the undersigned signatory to the Letter of Transmittal, surrender to you for exchange in this |
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| August 4, 2022 |
Exhibit 99.2 LETTER OF TRANSMITTAL ? to Tender Shares of Common Stock of ? 3M COMPANY ? for the Offer to Exchange All Shares of Common Stock of GARDEN SPINCO CORPORATION which are owned by 3M Company and which, after the exchange, will be converted into Shares of Common Stock of ? NEOGEN CORPORATION for Shares of Common Stock of 3M Company Pursuant to the Prospectus dated August 4, 2022 THE EXCHAN |
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| August 4, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 4, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 4, 2022 Registration No. 333-263667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other |
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| August 4, 2022 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-263667 PROSPECTUS?OFFER TO EXCHANGE 3M COMPANY Offer to Exchange all Shares of Common Stock of GARDEN SPINCO CORPORATION Which are Owned by 3M Company and Will Be Converted Into Shares of Common Stock of NEOGEN CORPORATION for Outstanding Shares of Common Stock of 3M Company 3M Company (?3M?) is offering to exchange |
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| August 4, 2022 |
Exhibit 99.8 IMMEDIATE ATTENTION REQUIRED August 4, 2022 ? Re: Exchange Offer for Shares of 3M Company ? RESPONSE DUE AUGUST 29, 2022, 4:00 PM, EASTERN TIME Dear Plan Participant: You are receiving this letter because our records reflect that, as a participant in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan (individually, a ?Plan?, and collectively, the |
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| August 4, 2022 |
Exhibit 99.7 NOTICE OF WITHDRAWAL ? To Withdraw ? Shares of Common Stock of 3M Company Pursuant to the Offer to Exchange ? All Shares of Common Stock of ? GARDEN SPINCO CORPORATION ? which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of ? NEOGEN CORPORATION ? for ? Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated August 4, 202 |
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| August 4, 2022 |
Exhibit 99.4 3M COMPANY ? Offer to Exchange ? All Shares of Common Stock of ? GARDEN SPINCO CORPORATION ? which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of Neogen Corporation for ? Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated August 4, 2022 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TI |
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| August 4, 2022 |
Exhibit 99.5 3M COMPANY ? Offer to Exchange ? All Shares of Common Stock of ? GARDEN SPINCO CORPORATION ? which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of Neogen Corporation for ? Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated August 4, 2022 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TI |
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| August 4, 2022 |
Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (?Neogen?) as Annex D to, and reference to such opinion letter under the headings ?The Transactions - Background of the Transactions?, ?The Transactions - |
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| August 4, 2022 |
Exhibit 99.6 NOTICE OF GUARANTEED DELIVERY ? for shares of Common Stock of ? 3M COMPANY ? Offer to Exchange ? All Shares of Common Stock of ? GARDEN SPINCO CORPORATION ? which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of ? NEOGEN CORPORATION ? for ? Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated August 4, 2022 ? (Not to b |
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| August 2, 2022 |
August 2, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| August 1, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 1, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| July 27, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 27, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 27, 2022 Registration No. 333-263667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 27, 2022 |
Exhibit 10.9 Execution Version CREDIT AGREEMENT among GARDEN SPINCO CORPORATION, as the Company After the Merger Effective Time (subject to Section 2.29 hereof), NEOGEN CORPORATION, as a Borrower The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 30, 2022 JPMORGAN CHASE BANK, N.A. and GOLDMAN SACHS BANK USA, as Joint Lead A |
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| July 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To . COMMISSION FILE NUMBER 0-17988 NEOGEN CORPO |
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| July 27, 2022 |
EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT NEOGEN CORPORATION AND SUBSIDIARIES May 31, 2022 WHERE INCORPORATED Abbott Analytical Limited England, United Kingdom Abtek (Biologicals) Limited England, United Kingdom Acumedia Manufacturers, Inc. |
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| July 27, 2022 |
EX-24 4 d366491dex24.htm EX-24 EXHIBIT 24 POWER OF ATTORNEY APPOINTING JOHN E. ADENT AND STEVEN J. QUINLAN Power of Attorney Each of the undersigned, in his/her capacity as a director, officer, or both, of Neogen Corporation, appoints John E. Adent and Steven J. Quinlan, or either of them, to be his/her true and lawful attorney to execute in his/her name, place and stead, an Annual Report on Form |
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| July 27, 2022 |
EX-99.1 7 ny20004078x16ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (“Neogen”) as Annex D to, and reference to such opinion letter under the headings “The Transactions - Backgr |
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| July 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces Record Revenues for Fiscal 2022 Company reports strong growth across Food and Animal Safety segments Gross margins improved quarter over quarter and year over year Fourth quarter EPS of $0.14; adjusted EPS of $0.18 3M Food Safety transaction on track to close in the |
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| July 27, 2022 |
Exhibit 10.10 Execution Version SENIOR NOTES INDENTURE Dated as of July 20, 2022 Among GARDEN SPINCO CORPORATION as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee 8.625% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 44 Section 1.03 Rules of Constructio |
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| July 18, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| July 13, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by |
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| July 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 7, 2022 |
Exhibit 99.1 Neogen Announces Pricing of $350.0 Million Senior Notes Offering and Entry into $800.0 Million Senior Secured Credit Agreement by Garden SpinCo Corporation LANSING, Mich., July 7, 2022 ? Neogen Corporation (?Neogen?) (NASDAQ: NEOG) announced today that on July 6, 2022 Garden SpinCo Corporation (?SpinCo?), a direct wholly-owned subsidiary of 3M Company (?3M?), priced an offering of $35 |
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| July 7, 2022 |
Exhibit 99.1 Neogen Announces Pricing of $350.0 Million Senior Notes Offering and Entry into $800.0 Million Senior Secured Credit Agreement by Garden SpinCo Corporation LANSING, Mich., July 7, 2022 ? Neogen Corporation (?Neogen?) (NASDAQ: NEOG) announced today that on July 6, 2022 Garden SpinCo Corporation (?SpinCo?), a direct wholly-owned subsidiary of 3M Company (?3M?), priced an offering of $35 |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 1, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax July 1, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| July 1, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by |
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| July 1, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 1, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 1, 2022 Registration No. 333-263667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other j |
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| July 1, 2022 |
Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (?Neogen?) as Annex D to, and reference to such opinion letter under the headings ?The Transactions - Background of the Transactions?, ?The Transactions - |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES For the transition period from to Commission file number: 0-17988 NEOGEN 401(k) RETIREMENT SAVINGS PLAN ( |
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| June 9, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax June 9, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| June 9, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.2) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by R |
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| June 8, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax June 8, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| June 8, 2022 |
EX-99.6 13 ny20004078x7ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 NOTICE OF GUARANTEED DELIVERY for shares of Common Stock of 3M COMPANY Offer to Exchange All Shares of Common Stock of GARDEN SPINCO CORPORATION which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of NEOGEN CORPORATION for Shares of Common Stock of 3M Company Pursuant to t |
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| June 8, 2022 |
Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (?Neogen?) as Annex D to, and reference to such opinion letter under the headings ?The Transactions - Background of the Transactions?, ?The Transactions - |
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| June 8, 2022 |
EX-99.5 12 ny20004078x7ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 3M COMPANY Offer to Exchange All Shares of Common Stock of GARDEN SPINCO CORPORATION which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of Neogen Corporation for Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated [ ], 2022 THE EXCHANGE OFFER AND WITHDRAWAL RI |
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| June 8, 2022 |
EX-99.3 10 ny20004078x7ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 IMPORTANT—PLEASE READ THIS EXCHANGE AND TRANSMITTAL INFORMATION BOOKLET CAREFULLY BEFORE COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL, OR, IF ELIGIBLE, THE ELECTRONIC LETTER OF TRANSMITTAL EXCHANGE AND TRANSMITTAL INFORMATION BOOKLET FOR SHARES OF COMMON STOCK OF 3M COMPANY Forming Part of the Terms and Conditions of this Exchange Offe |
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| June 8, 2022 |
EX-10.2 4 ny20004078x7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF TAX MATTERS AGREEMENT by and among 3M COMPANY, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION dated as of [ ] TABLE OF CONTENTS Page Article 1. Definition of Terms 2 Article 2. Responsibility for Tax Liabilities 13 Section 2.01 General Rule 13 Section 2.02 Allocation of Federal Taxes 13 Section 2.03 Allocation of State Taxes 14 S |
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| June 8, 2022 |
Exhibit 99.2 LETTER OF TRANSMITTAL ? to Tender Shares of Common Stock of ? 3M COMPANY ? for the Offer to Exchange All Shares of Common Stock of GARDEN SPINCO CORPORATION which are owned by 3M Company and which, after the exchange, will be converted into Shares of Common Stock of ? NEOGEN CORPORATION for Shares of Common Stock of 3M Company Pursuant to the Prospectus dated [??], 2022 THE EXCHANGE O |
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| June 8, 2022 |
Exhibit 99.7 NOTICE OF WITHDRAWAL ? To Withdraw ? Shares of Common Stock of 3M Company Pursuant to the Offer to Exchange ? All Shares of Common Stock of ? GARDEN SPINCO CORPORATION ? which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of ? NEOGEN CORPORATION ? for ? Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated [??], 2022 TH |
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| June 8, 2022 |
EX-99.4 11 ny20004078x7ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 3M COMPANY Offer to Exchange All Shares of Common Stock of GARDEN SPINCO CORPORATION which are owned by 3M Company and will be converted into the right to receive Shares of Common Stock of Neogen Corporation for Shares of Common Stock of 3M Company Pursuant to the Prospectus, dated [ ], 2022 THE EXCHANGE OFFER AND WITHDRAWAL RI |
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| June 8, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 8, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 8, 2022 Registration No. 333-263667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other j |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 620 Lesher Place Lansing, MI 48912 (Address of principal executive |
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| May 31, 2022 |
Neogen Corporation Conflict Mineral Report EX-1.01 2 d322287dex101.htm EX-1.01 Exhibit 1.01 Neogen Corporation Conflict Mineral Report 2021 Company Overview Neogen Corporation develops, and markets products dedicated to food and animal safety. The company’s Food Safety Division markets dehydrated culture media and diagnostic test kits to detect foodborne bacteria, natural toxins, food allergens, drug residues, plant diseases and sanitation |
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| May 6, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by R |
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| May 6, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 6, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| May 5, 2022 |
Exhibit 10.3 FORM OF INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND BETWEEN 3M COMPANY AND GARDEN SPINCO CORPORATION DATED AS OF [ ] TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Other Definitions 4 Article 2 LICENSE GRANTS 4 Section 2.1. Grants by Company Licensors 4 Section 2.2. Grants by SpinCo Licensors 5 Section 2.3. Rights of Affiliate |
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| May 5, 2022 |
Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (?Neogen?) as Annex D to, and reference to such opinion letter under the headings ?The Transactions - Background of the Transactions?, ?The Transactions - |
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| May 5, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 4, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 4, 2022 Registration No. 333-263667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other ju |
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| May 5, 2022 |
Exhibit 10.8 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF [ ] TRANSITION CONTRACT MANU |
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| May 5, 2022 |
Exhibit 10.7 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF [ ] TRANSITION DISTRIBUTION S |
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| May 5, 2022 |
Exhibit 10.6 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF transition services agreement by and AMONG 3m company, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION dated as of [ ] TRANSITION SERVICES AGREEMENT This TRA |
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| May 5, 2022 |
Exhibit 10.4 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, NEOGEN CORPORATION AND GARDEN SPINCO CORPORATION DATED AS |
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| May 5, 2022 |
Exhibit 10.5 Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DISTRIBUTION AGREEMENT 1. DISTRIBUTION AGREEMENT 1.1 Agreement. Garden SpinCo Corporation (?Supplier?) and 3M Company (?3M?) enter into this Distribution Agreement (? |
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| May 4, 2022 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 4, 2022 Via EDGAR Abby Adams Christine Westbrook Division of Corporation Finance Office of Life Sciences U. |
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| April 21, 2022 |
Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 19, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 v FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| March 24, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces Third Quarter Results Solid year-over-year revenue growth showcases continued strength of products and markets Closing of announced agreement to merge with 3M?s Food Safety business on track and company has made strong progress with integration plans LANSING, Mich., |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 24, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) NEOGEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Value Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee*** Fees to Be Paid $ 3,774,315,823. |
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| March 18, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, For Use of the Commission Only (as permitted by R |
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| March 17, 2022 |
EX-FILING FEES 6 ny20003153x4ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) Neogen Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggrega |
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| March 17, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 17, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 17, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan ? ? 2835 ? ? 38-2367843 (State or other jurisdiction of incorpor |
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| March 17, 2022 |
Exhibit 3.1 |
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| March 17, 2022 |
EX-99.1 5 ny20003153x4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 The Board of Directors Neogen Corporation 620 Lesher Place Lansing, MI 48912 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Neogen Corporation (“Neogen”) as Annex C to, and reference to such opinion letter under the headings “The Transactions – Backgro |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 11, 2022 |
Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| February 14, 2022 |
NEOG / Neogen Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 16)* Neogen Corporation (Name of Issuer) Common Stock, Par Value $0.16 (Title of Class of Securities) 640491106 (CUSIP Number) Eddie C. Brown Brown Capital Ma |
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| February 10, 2022 |
NEOG / Neogen Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Neogen Corp. Title of Class of Securities: Common Stock CUSIP Number: 640491106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule |
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| December 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-17988 Neogen |
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| December 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 21, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| December 22, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces Second Quarter Results Food and Animal Safety segments record fourth consecutive quarter of double-digit organic sales growth Results demonstrate continued momentum ahead of planned combination with 3M?s Food Safety Division LANSING, Mich., December 21, 2021 ? Neoge |
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| December 15, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| December 15, 2021 |
EX-2.2 3 d263426dex22.htm EX-2.2 Exhibit 2.2 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION December 13, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Other Terms 13 ARTICLE II THE REORGANIZATION 14 Section 2.1 Transfer of Assets and Assumption of Liabilities Prior |
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| December 15, 2021 |
Exhibit 2.3 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of December 13, 2021, is entered into by and between 3M Company, a Delaware corporation (?Seller?), and Neogen Corporation, a Michigan corporation (?Buyer? and, together with Seller, the ?Parties?). RECITALS WHEREAS, pursuant to a Separation and Distribution Agreement, dated as of the |
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| December 15, 2021 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 13, 2021 by and among 3M COMPANY, GARDEN SPINCO CORPORATION, NEOGEN CORPORATION and NOVA RMT SUB, INC. TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Cross References 21 Section 1.3 Interpretation 22 Article II THE MERGER 25 Section 2.1 The Merger 25 Section 2.2 Closing 25 Section |
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| December 15, 2021 |
Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 15, 2021 |
Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 15, 2021 |
Exhibit 10.1 Execution Version EMPLOYEE MATTERS AGREEMENT This Employee Matters Agreement, dated as of December 13, 2021, is entered into by and among 3M Company, a Delaware corporation (?Company?), Garden SpinCo Corporation, a Delaware corporation (?SpinCo?), and Neogen Corporation, a Michigan corporation (?Parent,? and, together with the Company and SpinCo, the ?Parties?). WHEREAS, pursuant to t |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2021 |
Exhibit 99.1 Joint Announcement Press Release NEOGEN to Combine 3M?s Food Safety Business With its Existing Operations, Creating a Global Industry Leader Creates a pure play Food Security company with pro forma revenue of approximately $1 billion and Adjusted EBITDA of approximately $300 million expected in its first full year post-closing. Pro forma company expected to have stronger growth throug |
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| December 14, 2021 |
Filed by Neogen Corporation pursuant to Rule 425 under 425 1 d424807d425.htm 425 Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Neogen Corporation Commission File No.: 000-17988 The following communication is being filed in connection with the proposed business combination between Neogen Corpo |
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| December 14, 2021 |
Filed by Neogen Corporation pursuant to Rule 425 under Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 14, 2021 |
EX-99.2 3 d239646dex992.htm EX-99.2 December 14, 2021 Neogen to Combine with 3M’s Food Safety Business Exhibit 99.2 Disclaimer Cautionary Notes on Forward Looking Statements This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Secur |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2021 |
Filed by Neogen Corporation pursuant to Rule 425 under Filed by Neogen Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 3, 2021 |
NEOGEN Acquires Delf (UK) Ltd. Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Jason Lilly, Vice President of International Business 517.367.0492 ext. 4456, [email protected] NEOGEN Acquires Delf (UK) Ltd. LANSING, Mich., December 1, 2021 ? NEOGEN Corporation (NASDAQ: NEOG) announced today that it has acquired Delf (UK) Ltd., a United Kingdom-based manufacturer and supplier of animal hygiene and industrial cleaning products. Since |
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| December 3, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File N |
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| October 8, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) Michigan 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| September 22, 2021 |
Neogen Announces Record Revenue in First Quarter Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Steve Quinlan, Chief Financial Officer 517.372.9200, [email protected] Neogen Announces Record Revenue in First Quarter LANSING, Mich., September 21, 2021 ? Neogen Corporation (NASDAQ: NEOG) announced today the results of the first quarter of its 2022 fiscal year, which ended August 31. Revenues were $128,305,000, a 17% increase compared to the previou |
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| September 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2021 NEOGEN CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 0-17988 38-2367843 (State or other jurisdiction of incorporation) (Commission File |
