PROSPECTUS
SUPPLEMENT NO. 11
To
Prospectus dated August 9, 2006, as supplemented by the Prospectus
Supplement
No.
1 dated September 8, 2006 and the Prospectus Supplements No. 6 dated January
18,
2007
and
No. 7 dated February 8, 2007
Filed
Pursuant to Rule 424(b)(7)
Registration
File No. 333-136450
$350,000,000
Charles
River Laboratories International, Inc.
2.25%
Convertible Senior Notes due 2013 and Common Stock Issuable Upon Conversion
of
the Notes
Interest
payable June 15 and December 15
This prospectus supplement supplements information contained in that certain prospectus supplement No. 7 dated February 8, 2007 to the prospectus supplement No. 6 dated January 18, 2007 to the prospectus supplement No. 1 dated September 8, 2006 to the prospectus dated August 9, 2006 of Charles River Laboratories International, Inc., which we collectively refer to as the “prospectus,” covering resale by selling securityholders of our 2.25% Convertible Senior Notes due 2013 and common stock issuable upon conversion of the notes. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto. The terms of the notes are set forth in the prospectus.
See
"Risk Factors" beginning on page S-5 of the prospectus supplement No. 1 dated
September 8, 2006 for a discussion of certain risks that you should consider
in
connection with an investment in the notes or in shares of our common
stock.
Neither
the Securities and Exchange Commission, any state securities commission nor
any
other United States regulatory authority has approved or disapproved of these
securities or determined if this prospectus supplement or the prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus supplement is June 22, 2007
The
table
appearing in the prospectus supplement No. 7 dated February 8, 2007
is superseded by the table below.
|
Name
|
Aggregate
Principal
Amount
of Notes
That
Are Owned and
May
Be Sold
|
Percentage
of
Notes
Outstanding
|
Number
of Shares
of
Common Stock
that
May Be Sold(1)
|
Percentage
of
Common
Stock
Outstanding(2)
|
|
Focused
SKAV-Convert Global (Eur)
|
$ 6,550,000
|
1.87%
|
133,841
|
*
|
|
UBS
(LUX) Bond SICAV Convert Global USD B
|
150,000
|
*
|
3,065
|
*
|
|
UBS
(LUX) IF Global Convertible Bonds
|
5,300,000
|
1.51%
|
108,299
|
*
|
*
Less
than one percent (1%)
(1) Assumes
conversion of all of the holder’s notes at a conversion rate of 20.4337 shares
of common stock per $1,000 principal amount of notes. This conversion
rate is subject to adjustment, however, as described under “Description of
Notes—Conversion rights.” As a result, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease in the
future.
(2)
Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 67,303,504
shares of common stock outstanding as of May 1, 2007. In calculating this
amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that holder’s notes, but we did not
assume conversion of any other holder’s notes.
Information
about other selling securityholders will be set forth in additional prospectus
supplements, if required.