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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: July 20, 2023
(Date of earliest event reported)
BIO-RAD LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-7928
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| Delaware | | 94-1381833 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
1000 Alfred Nobel Dr.
Hercules, California 94547
(Address of principal executive offices, including zip code)
(510)724-7000
(Registrant’s telephone number, including area code)
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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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, Par Value $0.0001 per share | | BIO | | New York Stock Exchange |
| Class B Common Stock, Par Value $0.0001 per share | | BIOb | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 8.01 Other Events.
On July 20, 2023, Bio-Rad Laboratories, Inc. (the “Company”) announced that its board of directors authorized a new share repurchase program (“New Share Repurchase Program”) granting the Company authority to repurchase, on a discretionary basis, up to $500 million of the outstanding shares of the Company’s common stock. Repurchases may be made at management's discretion from time to time on the open market or through privately negotiated transactions. The New Share Repurchase Program has no time limit and may be suspended for periods or discontinued at any time. Any shares acquired will be available for general corporate purposes, including supporting employee stock plans, funding acquisitions and minimizing dilution from stock issuances. The Company previously announced on June 5, 2023 that it had completed the repurchase of the aggregate of $650 million of stock authorized under the prior share repurchase program approved by the Company’s board of directors in November 2017, July 2020, and July 2022 (“Prior Share Repurchase Program”.) The New Share Repurchase Program supersedes the Company’s Prior Share Repurchase Program.
A copy of the press release announcing this action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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Exhibit
Number | | Description |
| 99.1 | | |
| 104.1 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
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| | | | BIO-RAD LABORATORIES, INC. |
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| Date: | July 20, 2023 | | By: | /s/ Timothy S. Ernst |
| | | | | Timothy S. Ernst |
| | | | | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Press Release
Bio-Rad Announces New Share Repurchase Program
HERCULES, Calif. — July 20, 2023 — Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb), a global leader in life science research and clinical diagnostic products, today announced that its board of directors approved a new share repurchase program that grants the Company authority to repurchase up to $500 million of outstanding shares of its common stock.
“The new share buyback authorization is consistent with our disciplined approach and demonstrates our continued commitment to using this tool as part of our capital allocation strategy." said Norman Schwartz, Bio-Rad’s Chief Executive Officer.
The Company previously announced on June 5, 2023, that it had completed the repurchase of all of its common stock authorized under the prior share repurchase program approved by the Company’s board of directors.
Repurchases under the new share repurchase program may be made at management's discretion from time to time on the open market or through privately negotiated transactions. The new share repurchase program has no time limit and may be suspended or discontinued at any time. Any shares acquired will be available for general corporate purposes, including supporting employee stock plans, funding acquisitions, and minimizing dilution from stock issuances.
About Bio-Rad
Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb) is a leader in developing, manufacturing, and marketing a broad range of products for the life science research and clinical diagnostics markets. Based in Hercules, California, Bio-Rad operates a global network of research, development, manufacturing, and sales operations with over 8,300 employees and $2.8 billion in revenues in 2022. Our customers include universities, research institutions, hospitals, food safety and environmental quality laboratories, and biopharmaceutical companies. Together, we develop innovative, high-quality products that advance science and save lives. To learn more, visit bio-rad.com.
This release may be deemed to contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements we make regarding our new share repurchase program and our continued commitment to using this tool as part of our capital allocation strategy. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "plan", "believe," "expect," "anticipate," "may," "will," "intend," "estimate," "continue," or similar expressions or the negative of those terms or expressions, although not all forward-looking statements contain these words. Such statements are based on assumptions and expectations of future events that are subject to risks and uncertainties, which could cause actual results to vary materially from the plans, goals, and expectations expressed in or indicated by the forward-looking statements. These risks and uncertainties include the
impact of the COVID-19 pandemic, supply chain risks, our ability to develop and market new or improved products, our ability to compete effectively, global economic and geopolitical conditions, reductions in government funding and the capital spending programs of our customers, international legal and regulatory risks, and product quality and liability issues. For further information regarding our risks and uncertainties, please refer to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Bio-Rad’s public reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Bio-Rad cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. We disclaim any obligation to update these forward-looking statements.