Form 8-K

 

 

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 28, 2011

 

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

MICHIGAN   0-17988   38-2367843

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

620 Lesher Place Lansing, Michigan     48912
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code 517-372-9200

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 28, 2011, Neogen Corporation (the “Registrant”) amended its Articles of Incorporation with the state of Michigan increasing its total authorized shares to 60,000,000, $0.16 par value, from the prior level of 30,000,000 authorized shares, $0.16 par value.

This amendment was duly adopted by vote of the shareholders at a meeting held on October 6, 2011.

A copy of the amendment is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements-none

(b) Exhibit 99.1 – Copy of text of amended Article III to Articles of Incorporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

NEOGEN CORPORATION

            (Registrant)

Date: December 1, 2011       /s/ Steven J. Quinlan         
          Steven J. Quinlan
      Vice President & CFO