UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker
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1(a) NAME OF ISSUER (Please type or print)
Bio-Reference Laboratories, Inc.
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1(b) IRS IDENT. NO. | (c) SEC FILE NO.
|
22-2405059 | 000-15266
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1(d) ADDRESS OF ISSUER STREET
481 Edward H. Ross Drive
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1(d) CITY STATE ZIP CODE
Elmwood Park, New Jersey 07407
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1(e) TELEPHONE
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AREA CODE | NUMBER
|
201 | 791-2600
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Howard Dubinett
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2(b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER
N/A Affiliate
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2(d) ADDRESS STREET
c/o 481 Edward H. Ross Drive
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2(d) CITY STATE ZIP CODE
Elmwood Park, New Jersey 07407
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the SEC File Number.
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SEC USE
3(a) (b) ONLY (c) (d) (e) (f) (g)
Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each
Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities
Securities Whome the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange
to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g))
or Each Market (See instr. 3(d))
Maker who is 3(c))
Aquiring the
Securities
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Common UBS Securities LLC 89,047 $2,926,975* 13,698,634 ** NASDAQ
Stock 677 Washington Boulevard Global
Stamford, CT 06901 Mkt
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* Current Market Value (Approx)
** See Remarks Section
INSTRUCTIONS:
1.(a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer'S S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2.(a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3.(a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended
to be sold
(c) Number of shares or other units to be sold (if debt securities, give the
aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date
within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debit
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefor:
Name of Person
Nature of from Whom Acquired Amount of
Title of Date You Acquisition (If gift, also give date Securities Date of
the Class Acquired Transaction donor acquired) Acquired Payment Nature of Payment
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Common 4/30/97 Acquired for Services Issuer 240,000 4/30/97 Services
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INSTRUCTIONS:
1. If the securities were purchased and full payment therefore was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any note
or other obligation, or if payment was made in installments describe the
arrangement and state when the note or other obligation was discharged in
full or the last installment paid.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during
the past 3 months by the person for whose account the securities are to be sold.
Amount of Gross
Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds
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None
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REMARKS: (See Rider)
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to sales by all persons whose sales are required by paragraph
(e) of Rule 144 to be aggregated with sales for the account of the person filing
this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
sold hereby represents by signing this notice that he does not know any material
adverse information in regard to the current and prospective operations of the
Issuer of the securities to be sold which have not been publicly disclosed.
October 17, 2007 /s/ HOWARD DUBINETT
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(DATE OF NOTICE) (SIGNATURE)
The notice shall be signed by the person for whose account the securities are to
be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
RIDER
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In lieu of an outright sale, on October 15, 2007, Howard Dubinett entered into a
pre-paid variable price forward sales contract ("Forward Contract") with UBS
Securities LLC ("UBS"). Pursuant to the Forward Contract, Mr. Dubinett pledged
89,047 shares of his BRLI Common Stock to secure his obligation to deliver a
maximum 89,047 shares of BRLI Common Stock to UBS on October 19, 2009 (the
"Settlement Date"). As prepayment for the pledge of these shares, UBS agreed to
pay Mr. Dubinett $2,572,474 or approximately $28.89 per share representing 87.9%
of the proceeds from the sale of 89,047 shares on October 16, 2007. The number
of shares that Mr. Dubinett is required to deliver on the Settlement Date varies
based upon the price of the Common Stock on the Settlement Date. Mr. Dubinett
will benefit from any excess in the price of the Common Stock on the Settlement
Date between $32.87 per share up to a maximum $39.44 per share by being able to
deliver fewer shares. Until the Settlement Date, Mr. Dubinett retains the voting
rights to the 89,047 pledged shares and is deemed the beneficial owner of such
shares.