As filed with the Securities and Exchange Commission on May 8, 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
BIO-RAD LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware 94-1381833
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
1000 Alfred Nobel Drive
Hercules, CA
94547
(Address of Principal Executive Offices)(Zip Code)
 
 
BIO-RAD LABORATORIES, INC. 2017 INCENTIVE AWARD PLAN, AS AMENDED
(Full title of the plans)
 
Courtney C. Enloe
Executive Vice President, General Counsel and Secretary
BIO-RAD LABORATORIES, INC.
1000 Alfred Nobel Drive
Hercules, CA 94547
(510) 724-7000
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
 
Copies to:
Tad J. Freese
Richard Kim
Maj Vaseghi
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
  
 





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☒  Accelerated filer ☐
Non-accelerated filer ☐   Smaller reporting company ☐
   Emerging growth company ☐
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 7(a)(2)(B) of the Securities Act. ☐
 
 




EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Bio-Rad Laboratories, Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that have become or may become available for issuance under the Registrant’s 2017 Incentive Award Plan (as amended from time to time, the “2017 Plan”) pursuant to the provisions of the 2017 Plan as a result of the forfeiture of awards. The Registrant is hereby registering an additional 700,000 shares of its Class A Common Stock issuable under the 2017 Plan. These additional shares of Class A Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 relating to the same benefit plan was filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2017 (File No. 333-220219).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
    The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
    The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement to the extent not replaced hereby:
 
(a)
The contents of the Registrant’s earlier Registration Statement on Form S-8 relating to the 2017 Plan (File No. 333-220219) filed with the SEC on August 29, 2017;
 (b)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 16, 2024, which contains audited financial statements for the Registrant’s latest fiscal year;
(c)
The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2024;
(c)
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 8, 2024;
(c)
The Registrant’s Current Reports on Form 8-K filed with the SEC on February 14, 2024, March 20, 2024, April 10, 2024 and April 26, 2024 (other than Item 7.01 and Exhibit 99.1); and
(d)
The description of the Registrant’s Class A Common Stock and Class B Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 22, 2008, including any amendments or reports filed for the purpose of updating such description.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from




the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
    Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.

Exhibit
Number
    Incorporated by Reference  
Filed
Herewith
 Exhibit Description  Form  Filing Date  Number  
  4.110-K  02/28/11  3.1
  4.2   10-K  02/28/11  3.1.1  
  4.3   8-K  10/27/17  3.1  
  4.4   10-K  03/02/20  4.1  
  5.1         X
 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).         X
 23.2         X
 24.1         X
 99.1#  8-K04/26/2410.1
 107.1X
#Indicates management contract or compensatory plan.



SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hercules, State of California, on this 8th day of May, 2024.
BIO-RAD LABORATORIES, INC.
By:/s/ Norman Schwartz
   Norman Schwartz
Chairman of the Board, President and
Chief Executive Officer






POWER OF ATTORNEY
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Courtney C. Enloe and Roop K. Lakkaraju, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SignatureTitleDate
/s/ Norman SchwartzChairman of the Board, President andMay 8. 2024
Norman SchwartzChief Executive Officer
(Principal Executive Officer)
/s/ Roop K. LakkarajuChief Financial OfficerMay 8. 2024
Roop K. Lakkaraju(Principal Financial Officer and
Principal Accounting Officer)
/s/ Jeffrey L. EdwardsDirectorMay 8. 2024
Jeffrey L. Edwards
/s/ Gregory K. HinckleyDirectorMay 8. 2024
Gregory K. Hinckley
/s/ Melinda LitherlandDirectorMay 8. 2024
Melinda Litherland
/s/ Arnold A. PinkstonDirectorMay 8. 2024
Arnold A. Pinkston
/s/ Allison SchwartzDirectorMay 8. 2024
Allison Schwartz






Exhibit 107.1
Calculation of Filing Fee Table

Form S-8
(Form Type)

Bio-Rad Laboratories, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities    

Security TypeSecurity Class Title
Fee
Calculation
Rule
Amount Registered(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant’s 2017 Incentive Award Plan, as amended457(c) and 457(h)
700,000(2)
$274.02(3)
$191,814,000.00
$147.60
per $1,000,000
$28,311.75
Total Offering Amounts
$28,311.75
Total Fee Offsets(4)
N/A
Net Fee Due
$28,311.75


(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement (“Registration Statement”) shall also cover any additional shares of the Registrant’s Class A Common Stock (“Class A Common Stock”) that become issuable under the Registrant’s 2017 Incentive Award Plan (as amended from time to time, the “2017 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock.
(2)Represents additional shares of Class A Common Stock available for issuance or that may become available for issuance under the 2017 Plan in accordance with the terms of the 2017 Plan resulting from forfeitures of awards.
(3)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for shares reserved for future issuance under the 2017 Plan are based on the average of the high and the low prices of Class A Common Stock as reported on the New York Stock Exchange on May 1, 2024.
(4)The Registrant does not have any fee offsets.





image_0.jpg
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
Austin        Milan
Beijing        Munich
Boston        New York
Brussels        Orange County
Century City    Paris
Chicago        Riyadh
Dubai        San Diego
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Frankfurt        Seoul
Hamburg        Silicon Valley
Hong Kong        Singapore
Houston        Tel Aviv
London        Tokyo
Los Angeles    Washington, D.C.
Madrid
May 8, 2024


Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547

Re: Registration Statement on Form S-8
To the addressee set forth above:
We have acted as special counsel to Bio-Rad Laboratories, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 700,000 shares of Class A Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2017 Incentive Award Plan (as amended, the “2017 Plan”).
The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, or certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the 2017 Plan, assuming in each case that the individual issuances, grants or awards under the 2017 Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2017 Plan (and the agreements and awards duly adopted

May 8, 2024
Page 2
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thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,

/s/ Latham & Watkins LLP


Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 16, 2024, with respect to the consolidated financial statements of Bio-Rad Laboratories, Inc. and the effectiveness of internal control over financial reporting, incorporated herein by reference.



/s/ KPMG LLP

Santa Clara, California
May 8, 2024





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