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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 (Date of earliest event reported): December 9, 2010
ALERE INC.
(Exact name of registrant as specified in charter)
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Delaware
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1-16789
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04-3565120 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
(Registrants telephone number, including area code)
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):
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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 7.01. |
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Regulation FD Disclosure. |
Potential Stock Repurchases
Alere Inc., or Alere, today issued a press release entitled Alere Inc. Announces Stock
Repurchase Authorization, a copy of which is furnished with this Current Report on Form 8-K as
Exhibit 99.1.
Potential Stock Sales in Connection with Expiring Stock Options
Several directors and officers of Alere have stock options which will expire during 2011 if
not exercised, some as early as February 2011. The list of the directors and officers and their
applicable stock options covering a total of 757,516 shares of Alere common stock is set forth
below. Other stock options covering an additional 253,984 shares of Alere common stock also expire
by their terms during 2011.
The directors and officers of Alere, as well as other option holders, may exercise these stock
options prior to their expiration dates either by paying the exercise price in cash, by selling a
sufficient number of shares of Alere stock to cover the exercise price and the related tax
obligations, or by other methods permitted under the applicable option agreements. The directors,
officers or other option holders may establish 10b5-1 plans in order to permit sales of Alere
common stock, without regard to whether they may be in possession of material, non-public
information at the time of sale, for the purpose of funding the exercise price and any tax
obligations related to the exercise of these or other stock options.
Ron Zwanziger, Dave Scott and Jerry McAleer have indicated that they do plan to sell shares of
Alere stock on the market in order to cover the exercise price and tax obligations relating to
their options expiring during 2011 and that they plan to enter into qualified 10b5-1 plans to
facilitate this.
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Name |
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Title |
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Expiration Date |
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Option Price |
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Shares Exercisable |
Zwanziger, Ron
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Chairman, CEO and President
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2/12/2011
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14.92 |
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30,000 |
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12/20/2011
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$ |
17.15 |
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65,000 |
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95,000 |
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Scott, David
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Director, Chief Scientific Officer
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2/12/2011
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14.92 |
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24,000 |
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11/30/2011
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$ |
15.47 |
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199,691 |
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223,691 |
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McAleer, Jerry
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Director, Senior Vice President, R&D
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2/12/2011
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$ |
14.92 |
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16,000 |
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11/30/2011
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$ |
15.47 |
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189,706 |
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12/2/2011
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$ |
16.76 |
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129,413 |
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335,119 |
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Eylenbosch, Hilde
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Chief Commercial Officer
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2/12/2011
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$ |
14.92 |
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1,200 |
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11/30/2011
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$ |
15.47 |
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40,000 |
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41,200 |
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Name |
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Title |
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Expiration Date |
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Option Price |
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Shares Exercisable |
Goldberg, Carol
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Director
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11/23/2011
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$ |
18.73 |
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11,650 |
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Hempel, Paul
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Sr., VP, Leadership Development and Special Counsel
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11/30/2011
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$ |
15.47 |
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25,856 |
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Levy, John
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Director
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11/23/2011
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$ |
18.73 |
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25,000 |
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Total
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757,516 |
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Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of
the federal securities laws regarding the potential for stock repurchase by the Company and the
potential sale of Company shares by directors and officers of the Company in connection with
expiring stock options. These statements reflect the Companys current views with respect to future
events and are based on its managements current assumptions and information currently available.
Actual results may differ materially due to numerous factors including, without limitation, market
and economic conditions generally; the risks and uncertainties described in the Companys annual
report on Form 10-K, as amended, for the year ended December 31, 2009; and other factors identified
from time to time in its periodic filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update any forward-looking statements contained herein.
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Item 9.01. |
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Financial Statements and Exhibits. |
(c) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated December 9, 2010, entitled Alere
Announces Stock Repurchase Authorization |
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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ALERE INC.
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Date: December 9, 2010 |
By: |
/s/ Jay McNamara
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Jay McNamara |
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Senior Counsel, Corporate & Finance |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated December 9, 2010, entitled Alere
Announces Stock Repurchase Authorization |