Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.24M
Business-Combination Transaction
2: EX-5.1 Opinion re: Legality 2 10K
3: EX-23.1 Consent of Experts or Counsel 1 7K
4: EX-23.2 Consent of Experts or Counsel 1 7K
5: EX-24.1 Power of Attorney 8 26K
6: EX-99.1 Miscellaneous Exhibit 2 12K
7: EX-99.2 Miscellaneous Exhibit 3 15K
8: EX-99.3 Miscellaneous Exhibit 1 8K
9: EX-99.4 Miscellaneous Exhibit 2± 10K
10: EX-99.5 Miscellaneous Exhibit 1 8K
11: EX-99.6 Miscellaneous Exhibit 1 8K
12: EX-99.7 Miscellaneous Exhibit 1 8K
EX-24.1 — Power of Attorney
| EX-24.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy Statement/Prospectus,
with the Securities and Exchange Commission, provided that the Registration
Statements and any amendment thereto, in their final form, are reviewed by
said attorney-in-fact, and shall have the same force and effect as though I
had manually signed such Registration Statement.
By: /s/ Robert E. Cawthorn
------------------------------------
Print Name: Robert E. Cawthorn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ Stephen D. Chubb
------------------------------------
Print Name: Stephen D. Chubb
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ George E. Massaro
------------------------------------
Print Name: George E. Massaro
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ Linda Mc Goldrick
------------------------------------
Print Name: Linda Mc Goldrick
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ George M. Milne
------------------------------------
Print Name: George M. Milne
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ Douglas E. Rogers
------------------------------------
Print Name: Douglas E. Rogers
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ Samuel O. Thier
------------------------------------
Print Name: Samuel O. Their
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director
of Charles River Laboratories International, Inc., a Delaware corporation
("CHARLES RIVER"), do hereby make, nominate and appoint James C.
Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each of them,
with full powers to act without the others, as my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign on my behalf one or more Registration Statements on
Form S-4 and/or such other Form or Forms as shall be appropriate for the
registration of equity securities of Charles River issuable pursuant to the
Agreement and Plan of Merger, dated as of June 30, 2004, among Charles
River, Inveresk Research Group, Inc., Indigo Merger I. Corp. and Indigo
Merger II. Corp. (together, the "REGISTRATION STATEMENTS") under the
authority granted by the resolutions adopted by the Board of Directors of
Charles River on June 30, 2004, to be filed with the Securities and
Exchange Commission by Charles River, and any and all amendments (including
post-effective amendments) to the Registration Statements, and to file the
same, with all exhibits thereto and any and all documents filed therewith or
therein, including without limitation the Joint Proxy
Statement/Prospectus, with the Securities and Exchange Commission, provided
that the Registration Statements and any amendment thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement.
By: /s/ William H. Waltrip
------------------------------------
Print Name: William H. Waltrip
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed as of: | | 8/16/04 |
| Filed on: | | 8/13/04 |
| | 6/30/04 | | 1 | | 8 | | | 8-K |
| List all Filings |
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