-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MlZRRYYWWfKlasJLCkd7w7S8rjS8wDdSbOSUYSOgDou2MQ0VaOLc6p7EUw2j4q4G SNkX4IbziLnsPCRor9iYrw== 0000009892-98-000006.txt : 19980506 0000009892-98-000006.hdr.sgml : 19980506 ACCESSION NUMBER: 0000009892-98-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980504 EFFECTIVENESS DATE: 19980504 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51793 FILM NUMBER: 98609889 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 S-8 1 As filed with the Securities and Exchange Commission on May 1, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ C. R. BARD, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1454160 (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 730 Central Avenue Murray Hill, New Jersey 07974 (Address, including zip code, of registrant's principal executive offices) _________________________ 1988 Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and Restated) 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (Full title of the plan) _________________________ Richard A. Flink, Esq. C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 (Name and address of agent for service) (908) 277-8000 (Telephone number, including area code, of agent for service) _________________________ Copies of all notices, orders and communication to: Philip T. Ruegger III, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 _________________________
CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Amount maximum maximum of to be offering price aggregate registration Title of securities to be registered registered per unit offering price fee Common Stock, par value $.25 per share . . . . . . . . . . . . . . 1,925,000 $35.06 $67,490,500 $19,910 Common Stock Purchase Rights . . . . 1,925,000 Of the 1,925,000 shares of Common Stock being registered hereby, 25,000 shares are being registered to be issued pursuant to the 1988 Directors Stock Award Plan, as amended and restated, 1,400,000 shares are being registered to be issued pursuant to the 1993 Long Term Incentive Plan, as amended and restated, and 500,000 shares being registered to be issued pursuant to the 1998 Employee Stock Purchase Plan. Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales price of the Registrant's Common Stock on the New York Stock Exchange - Composite Tape on April 29, 1998. Common Stock Purchase Rights currently are attached to and trade with the Common Stock of the Registrant. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock, and such Rights would be issued for no additional consideration. Accordingly, there is no offering price for the Rights and no registration fee is required.
Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Registration Statement on Form S-8 of C. R. Bard, Inc., a New Jersey corporation, relating to the 1993 Long Term Incentive Plan of C. R. Bard, Inc. (the "Plan"), file number 33-64874, filed with the Securities and Exchange Commission on June 23, 1993, are incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 5. Interests of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. List of Exhibits. 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-3 dated June 14, 1996, file number 333-05997) 5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1) 24.1 Powers of Attorney ________________________ Filed herewith Item 9. Undertakings. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of New Providence at Murray Hill, State of New Jersey, on the 29th day of April, 1998. C. R. BARD, INC. By: /s/William H. Longfield Name: William H. Longfield Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on the 29th day of April, 1998. Signature Title /s/William H. Longfield Chairman and Chief Executive William H. Longfield Officer and Director (Principal Executive Officer) Executive Vice President and William C. Bopp Chief Financial Officer and Director (Principal Financial Officer) Vice President and Controller Charles P. Grom (Principal Accounting Officer) Director Joseph F. Abely, Jr. Director Marc C. Breslawsky Director William T. Butler, M.D. Director Daniel A. Cronin, Jr. Director T. Kevin Dunnigan Director Regina E. Herzlinger Director Robert P. Luciano Director Tony L. White By: /s/William H. Longfield William H. Longfield Attorney-In-Fact EXHIBIT INDEX Exhibit No. Description Page 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-3 dated June 14, 1996, file number 333-05997) 5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1) 24.1 Powers of Attorney ________________________ Filed herewith EXHIBIT 5.1 [Letterhead of C. R. Bard, Inc.] April 29, 1998 C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 Dear Sirs: I am Senior Vice President and General Counsel of C. R. Bard, Inc., a New Jersey corporation (the "Company"). This opinion is being delivered in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance of up to 1,925,000 additional shares of its Common Stock, par value $.25 per share (the "Additional Common Stock"), which may be issued pursuant to the Company's 1988 Directors Stock Award Plan (as Amended and Restated), 1993 Long Term Incentive Plan (as Amended and Restated) and 1998 Employee Stock Purchase Plan. In addition, I have examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that the Additional Common Stock, upon due issuance and payment therefor as contemplated in the Registration Statement and the Prospectus forming a part of the Registration Statement, will be legally issued, fully paid and non- assessable under the provisions of the New Jersey Business Corporation Act. I am a member of the Bar of the State of New Jersey, and I do not express any opinion herein concerning any law other than the State of New Jersey. This opinion letter is rendered to you in connection with the above-described transactions. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without my prior written consent; provided, however, that I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of my name in the Registration Statement and in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/Richard A. Flink Richard A. Flink, Senior Vice President and General Counsel EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To C. R. Bard, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated January 27, 1998 included in C. R. Bard, Inc.'s Form 10-K for the year ended December 31, 1997, and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP ARTHUR ANDERSEN LLP Roseland, New Jersey May 1, 1998 EXHIBIT 24.1 C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an officer or director, or both, of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which such attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under the Act of shares of common stock of the Company ("Common Stock") to be issued by the Company pursuant to the Company's 1988 Directors Stock Award Plan (as Amended and Restated), 1993 Long Term Incentive Plan (as Amended and Restated) and 1998 Employee Stock Purchase Plan, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-8 or any Form relating to the sale of such Common Stock, to be filed with the Securities and Exchange Commission with respect to such Common Stock, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments or supplements thereto, whether such amendments or supplements are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS HEREOF, each of the undersigned has subscribed his or her name as of the 15th day of April, 1998. /s/William C. Bopp Name: William C. Bopp Title: Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) /s/Charles P. Grom Name: Charles P. Grom Title: Vice President and Controller (Principal Accounting Officer) /s/Joseph F. Abely, Jr. Name: Joseph F. Abely, Jr. Title: Director /s/Marc C. Breslawsky Name: Marc C. Breslawsky Title: Director /s/William T. Butler, M.D. Name: William T. Butler, M.D. Title: Director /s/Daniel A. Cronin, Jr. Name: Daniel A. Cronin, Jr. Title: Director /s/T. Kevin Dunnigan Name: T. Kevin Dunnigan Title: Director /s/Regina E. Herzlinger Name: Regina E. Herzlinger Title: Director /s/Robert P. Luciano Name: Robert P. Luciano Title: Director /s/Tony L. White Name: Tony L. White Title: Director -----END PRIVACY-ENHANCED MESSAGE-----