8-KRegulation FD

IDEXX LABORATORIES INC /DE 8-K Report, Regulation FD Disclosure (Nov 4, 2009)

Filed November 4, 2009For Securities:IDXX

Summary

IDEXX Laboratories, Inc. (IDXX) announced that its Chairman and CEO, Jonathan W. Ayers, has adopted a Rule 10b5-1 trading plan. This plan is designed to allow Mr. Ayers to exercise stock options granted in January 2002, which are set to expire in January 2012. The core of the plan involves exercising options for up to 600,000 shares and then selling a portion of the acquired shares. Specifically, Mr. Ayers will retain shares valued at approximately 50% of the profit (spread between market price and exercise price), after taxes and expenses. The remaining shares will be sold to cover the exercise costs, taxes, and for asset diversification purposes. This pre-arranged plan ensures transactions occur during a defined period without concerns about possessing material nonpublic information at the time of execution.

Key Highlights

  • 1CEO Jonathan W. Ayers has adopted a Rule 10b5-1 securities trading plan.
  • 2The plan covers stock options granted in January 2002, expiring in January 2012.
  • 3Up to 600,000 shares can be exercised under the plan.
  • 4A portion of the exercised shares will be sold to cover exercise price, taxes, and for diversification.
  • 5Mr. Ayers will retain approximately 50% of the profit (spread) after taxes and expenses.
  • 6Transactions are expected to occur between February 2010 and January 2011.
  • 7Transactions will be publicly disclosed via Form 144 and Form 4 filings.

Frequently Asked Questions

A Rule 10b5-1 trading plan allows corporate insiders, like the CEO, to buy or sell company stock through a pre-arranged plan. This is important because it allows them to trade shares at a predetermined time or price, or based on a formula, even if they later come into possession of material nonpublic information. It helps avoid potential insider trading concerns by establishing a clear plan in advance.

The plan allows for the exercise of stock options for up to 600,000 shares. The purpose of selling a portion of these shares is to cover the costs associated with exercising the options (exercise price, taxes, transaction expenses) and to diversify Mr. Ayers's personal assets.

The transactions under the plan are expected to occur over a period from February 2010 through January 2011. Investors will be informed of these trades as they happen through subsequent public filings, specifically Form 144 and Form 4 with the SEC.

No, the CEO will retain shares valued at approximately 50% of the profit (the spread between the market price and the option exercise price) after accounting for taxes and transaction expenses. The remaining shares will be sold.