Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
95-3571558 | ||
(State of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
400 South Hope Street Suite 400 Los Angeles, California | 90071 | |
(Address of principal executive offices) | (Zip code) |
Evelyn T. Furukawa
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 400
Los Angeles, CA 90071
(Name, address and telephone number of agent for service)
ALERE INC.
(Exact name of obligor as specified in its charter)
Delaware | 04-3565120 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
51 Sawyer Road, Suite 200 Waltham, Massachusetts | 02453 | |
(Address of principal executive offices) | (Zip code) |
7.250% Senior Notes due 2018
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS
The direct and indirect wholly owned domestic subsidiaries of Alere Inc. listed in the table below are expected to guarantee the debt securities issued pursuant to this registration statement. The address, including zip code, and telephone number, including area code, of each of the co-registrants is 51 Sawyer Road, Suite 200, Waltham, Massachusetts, 02453, (781) 647-3900.
Exact Name of Additional Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
| I.R.S. Employer Identification Number |
| ||||||
Alere Accountable Care Solutions, LLC | Delaware | 45-4003108 | ||||||||
Alere Health, LLC | Delaware | 26-2564744 | ||||||||
Alere Health Improvement Company | Delaware | 22-3493126 | ||||||||
Alere Healthcare of Illinois, Inc. | Georgia | 58-2068880 | ||||||||
Alere Home Monitoring, Inc. | Delaware | 20-0391730 | ||||||||
Alere Informatics, Inc. | Virginia | 54-1708417 | ||||||||
Alere International Holding Corp. | Delaware | 20-0963463 | ||||||||
Alere NewCo, Inc. | Delaware | 27-2104833 | ||||||||
Alere NewCo II, Inc. | Delaware | 27-2104868 | ||||||||
Alere North America, Inc. | Delaware | 26-1444559 | ||||||||
Alere of New York, Inc. | New York | 58-1873062 | ||||||||
Alere San Diego, Inc. | Delaware | 33-0288606 | ||||||||
Alere Scarborough, Inc. | Delaware | 20-2507302 | ||||||||
Alere Toxicology Services, Inc. | Louisiana | 72-0846066 | ||||||||
Alere US Holdings, LLC | Delaware | 26-0349667 | ||||||||
Alere Wellbeing, Inc. | Delaware | 20-0231080 | ||||||||
Alere Wellology, Inc. | Delaware | 54-1776557 | ||||||||
Alere Women’s and Children’s Health, LLC | Delaware | 58-2205984 | ||||||||
Ameditech Inc. | California | 33-0859551 | ||||||||
ATS Laboratories, Inc. | Delaware | 45-3168051 | ||||||||
Avee Laboratories, Inc. | Florida | 26-3693303 | ||||||||
Binax, Inc. | Delaware | 36-4668096 | ||||||||
Biosite Incorporated | Delaware | 27-2104785 | ||||||||
eScreen, Inc. | Delaware | 95-4810460 | ||||||||
First Check Diagnostics Corp. | Delaware | 20-8329751 | ||||||||
First Check Ecom, Inc. | Massachusetts | 33-1026518 | ||||||||
Global Analytical Development LLC | Florida | 27-2047994 | ||||||||
Innovacon, Inc. | Delaware | 20-1100264 | ||||||||
Instant Technologies, Inc. | Virginia | 54-1837621 | ||||||||
Inverness Medical, LLC | Delaware | 26-0392649 | ||||||||
Ionian Technologies, Inc. | Delaware | 91-2089242 | ||||||||
IVC Industries, Inc. | Delaware | 22-1567481 | ||||||||
Laboratory Specialists of America, Inc. | Oklahoma | 73-1451065 | ||||||||
Pembrooke Occupational Health, Inc. | Virginia | 54-1522061 | ||||||||
Quality Assured Services, Inc. | Florida | 59-3437644 | ||||||||
Redwood Toxicology Laboratory, Inc. | California | 68-0332937 | ||||||||
RMD Networks, Inc. | Delaware | 84-1581993 | ||||||||
RTL Holdings, Inc. | Delaware | 20-4371685 | ||||||||
Screen Tox, Inc. | Florida | 26-3247189 | ||||||||
Selfcare Technology, Inc. | Delaware | 04-3383533 | ||||||||
Standing Stone, Inc. | Delaware | 06-1575899 | ||||||||
ZyCare, Inc. | North Carolina | 56-1398496 |
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury | Washington, D.C. 20219 | |
Federal Reserve Bank | San Francisco, California 94105 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
3-15. | Not applicable. |
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875). |
4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875). |
6. | The consent of the trustee required by Section 321(b) of the Act. |
7. | A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 5th day of April, 2013.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ Linda Garcia | |
Name: Linda Garcia | ||
Title: Vice President |
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Alere Inc.’s senior notes, The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ Linda Garcia | |
Linda Garcia Vice President |
Chicago, Illinois
April 5, 2013
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business December 31, 2012, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 1,455 | |||
Interest-bearing balances | 1,301 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 660,687 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold | 73,000 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases, net of unearned income and allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 5,887 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 856,313 | |||
Other intangible assets | 159,149 | |||
Other assets | 150,314 | |||
|
| |||
Total assets | $ | 1,908,106 | ||
|
|
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LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 498 | |||
Noninterest-bearing | 498 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 236,096 | |||
Total liabilities | 236,594 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 1,121,520 | |||
Not available | ||||
Retained earnings | 544,518 | |||
Accumulated other comprehensive income | 4,474 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,671,512 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,671,512 | |||
|
| |||
Total liabilities and equity capital | 1,908,106 | |||
|
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I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Cherisse Waligura ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Troy Kilpatrick, President | ) | |||
Frank P. Sulzberger, MD | ) | Directors (Trustees) | ||
William D. Lindelof, MD | ) |
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