Form 8-K BIO RAD LABORATORIES For: Nov 03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section�13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:�November 3, 2014
(Date of earliest event reported)
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BIO-RAD LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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Commission File Number: 1-7928
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| Delaware | � | 94-1381833 |
| (State or other jurisdiction of incorporation or organization) |
� | (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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| ITEM�1.01 | Entry into a Material Definitive Agreement |
On November�3, 2014, Bio-Rad Laboratories, Inc. (the �Company�) resolved both the U.S. Department of Justice (the �DOJ�) and the U.S. Securities and Exchange Commission (the �SEC�) investigations into the Company�s past violations of the Foreign Corrupt Practices Act (the �FCPA�).
Effective November�3, 2014, the Company entered into a Non-Prosecution Agreement with the DOJ (the �NPA�), which concerns violations of the FCPA�s books and records and internal control provisions related to Russia during 2005-2010. Pursuant to the NPA, the Company agreed to pay a penalty of $14.4 million and to certain compliance, reporting and cooperation obligations, and the DOJ agreed that it will not criminally prosecute the Company for any crimes related to conduct disclosed to the DOJ, provided that the Company performs its obligations under the NPA for two years.
Effective November�3, 2014, the Company consented to the entry of an Order by the SEC (the �SEC Order�), which concerns violations of the FCPA�s books and records, internal controls, and anti-bribery provisions related to Russia, and violations of the FCPA�s books and records and internal controls provisions related to Vietnam and certain of our Thailand operations during 2005-2010. Pursuant to the SEC Order, the Company will pay $40.7 million in disgorgement and interest, make certain reports to the SEC on its anti-corruption compliance and remediation efforts over the next two years, and cease and desist any violations of the FCPA.
In the NPA and the SEC Order, the DOJ and the SEC, respectively, took into account the Company�s initial voluntary self-disclosure of the potential FCPA violations, the Company�s own extensive investigation and cooperation with their investigations and its extensive and significant remediation efforts to date. Neither the NPA nor the SEC Order requires the appointment of an independent external monitor to oversee the Company�s activities or its compliance with applicable laws.
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| ITEM�8.01 | OTHER EVENTS. |
On November�3, 2014, the Company issued a press release announcing that it had resolved FCPA matters with the U.S. government. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| ITEM�9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
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| Exhibit Number |
�� | Description |
| 99.1 | �� | Press release of Bio-Rad Laboratories, Inc. dated November 3, 2014. |
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. | ||||
| Date: November 3, 2014 | � | � | By: | � | /s/ Shawn M. Soderberg | |
| � | � | � | Shawn M. Soderberg | |||
| � | � | � | Executive Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
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| Exhibit Number |
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| 99.1 | �� | Press release of Bio-Rad Laboratories, Inc. dated November 3, 2014. |
Exhibit 99.1
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Press Release
Bio-Rad Laboratories Resolves Foreign Corrupt Practices Act Matters with U.S. Government
Fully Settles DOJ and SEC Investigations Regarding International Operations from 2005-2010
Government Acknowledges Bio-Rad for Self-Reporting and Thorough Remedial Actions
HERCULES, CA � November�3, 2014 � Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb), a global provider of life science research and clinical diagnostic products, today announced the full resolution of previously disclosed investigations by the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) into past violations of the Foreign Corrupt Practices Act (FCPA) that occurred from 2005 to 2010 related to Thailand, Vietnam, and Russia.
Bio-Rad discovered the potential FCPA violations and self-reported them to the DOJ and SEC in May 2010. The Company subsequently conducted a thorough global investigation with the assistance of independent legal and forensic specialists, terminated involved employees and third party agents, and significantly enhanced its internal controls, procedures, training and compliance functions designed to prevent future violations. The settlement fully resolves all outstanding issues related to these investigations.
In announcing the settlement, both the DOJ and the SEC recognized Bio-Rad�s self-disclosure, and extensive cooperation and remediation. The DOJ noted the Company�s �full� cooperation including �conducting an extensive internal investigation in several countries, voluntarily making U.S. and foreign employees available for interviews, voluntarily producing documents from overseas, summarizing its findings, translating numerous documents, and providing timely reports on witness interviews� to assist in the government�s investigation. The SEC further acknowledged the Company �undertook significant and extensive remedial actions.�
�The actions that we discovered were completely contrary to Bio-Rad�s culture and values and ethical standards for conducting business,� said Norman Schwartz, Bio-Rad President and Chief Executive Officer. �We took strong, decisive action to end the problematic practices and prevent anything like this from happening in the future, including terminating involved employees and committing substantial resources to strengthening our compliance functions and financial controls. Bio-Rad prides itself on operating with the highest levels of integrity, and I am pleased that this settlement fully resolves the government�s FCPA investigation and puts this matter behind us.�
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The DOJ declined to prosecute Bio-Rad, and the parties entered into a Non-Prosecution Agreement under which Bio-Rad has agreed to pay a penalty of $14.35 million. Under the terms of the civil settlement with the SEC, the Company will pay $40.7 million in disgorgement and prejudgment interest. The Company has also agreed to certain future reporting, compliance and self-monitoring provisions over the next two years. Bio-Rad had previously reserved $43 million for this settlement and has reserved an additional $12.05 million in the third quarter so that the total settlement amount will have been fully reserved as of September�30, 2014.
About Bio-Rad
Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb) develops, manufactures, and markets a broad range of innovative products and solutions for the life science research and clinical diagnostic markets. The company is renowned for its commitment to quality and customer service among university and research institutions, hospitals, public health and commercial laboratories, as well as the biotechnology, pharmaceutical, and food safety industries. Founded in 1952, Bio-Rad is based in Hercules, California, and serves more than 100,000 research and healthcare industry customers through its global network of operations. The company employs more than 7,800 people worldwide and had revenues exceeding $2.1 billion in 2013. For more information, visit our website at www.bio-rad.com.
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section�21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, �believe,� �expect,� �may,� �will,� �intend,� �estimate,� �continue,� or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. For further information regarding the Company�s risks and uncertainties, please refer to the �Risk Factors� in the Company�s public reports filed with the Securities and Exchange Commission, including the Company�s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. Bio-Rad Laboratories, Inc., disclaims any obligation to update these forward-looking statements.
Press Contact:
Bio-Rad Laboratories, Inc.
Ron Hutton, Vice President, Treasurer
510-724-7000
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