1 As filed with the Securities and Exchange Commission on September 24, 1997 Registration No. 33-64202 on June 10, 1993 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDEXX LABORATORIES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 01-0393723 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ONE IDEXX DRIVE, WESTBROOK, MAINE 04092 (Address of Principal Executive Offices) (Zip Code) ------------------------- 1991 DIRECTOR OPTION PLAN (Full Title of the Plan) RICHARD B. THORP, ESQ. GENERAL COUNSEL IDEXX LABORATORIES, INC. ONE IDEXX DRIVE WESTBROOK, MAINE 04092 (Name and Address of Agent For Service) (207) 856-0300 (Telephone Number, Including Area Code, of Agent For Service) ================================================================================ 2 Pursuant to a registration statement (the "1991 Plan Registration Statement") on Form S-8 (File No. 33-64202), on June 10, 1993, the Registrant registered under the Securities Act, 160,000 shares of Common Stock of the Company (giving effect to stock splits effected in the form of stock dividends subsequent to the filing of the 1991 Plan Registration Statement). The 1991 Plan Registration Statement covered shares of Common Stock issuable upon the exercise of options granted under the Company's 1991 Director Option Plan (the "1991 Plan"). As of September 19, 1997, an aggregate of 85,692 shares of Common Stock covered by the 1991 Plan Registration Statement had not previously been issued or were not subject to outstanding stock options (the "Unused 1991 Shares"). This Post-Effective Amendment No. 1 to the 1991 Plan Registration Statement is being filed for the purpose of transferring 14,822 of the Unused 1991 Shares (including the Preferred Stock Purchase Rights attached thereto) to a new registration statement on Form S-8 registering 267,500 shares (including the Preferred Stock Purchase Rights attached thereto) of Common Stock issuable pursuant to (i) the Company's 1997 Employee Stock Purchase Plan or 1997 International Employee Stock Purchase Plan or (ii) stock-based awards to be issued under the Company's 1997 Director Option Plan. 3 SIGNATURES Pursuant to Rule 478 under the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westbrook, State of Maine on this 24th day of September, 1997. IDEXX LABORATORIES, INC. By: /s/ David E. Shaw ------------------------- David E. Shaw Chief Executive Officer