-----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, KWqNIPfeGKnMMpMqQ+3w4dffkiIHUnAsP80ngrs1K+7MbTroSRx0uSyaRj2H0FnQ SNT2baxE1b0AOPtqy6zSVA== 0000051396-97-000056.txt : 19970912 0000051396-97-000056.hdr.sgml : 19970911 ACCESSION NUMBER: 0000051396-97-000056 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970828 EFFECTIVENESS DATE: 19970828 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT INC /MO CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34489 FILM NUMBER: 97671151 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 BUSINESS PHONE: 3148545299 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT INC /MO DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT GROUP INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 S-8 1 As filed with the Securities and Exchange Commission on August 27, 1997 Registration No. 333- ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 MALLINCKRODT INC. (formerly IMCERA GROUP INC.) (Exact name of issuer as specified in its charter) New York 36-1263901 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) 7733 Forsyth Boulevard, St. Louis, Missouri 63105-1820 (Address of Principal Executive offices) (Zip Code) INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. (Full title of the Plan) Roger A. Keller Vice President, Secretary & General Counsel 7733 Forsyth Boulevard St. Louis, Missouri 63105-1820 (Name and address of agent for service) Telephone number, including area code, of agent for service: (314) 854-5240 ______________________________________________________________________________ Copies to: Maureen S. Brundage White & Case 1155 Avenue of the Americas New York, New York 10036 ______________________________ CALCULATION OF REGISTRATION FEE Title of each Proposed maximum Proposed maximum Amount of class of securi- Amount to be offering price aggregate registration ties to be registered per share (1) offering price(1) registered Common Stock, $1.00 par value 750,000 35.47 26,605,500 8,061.36 Interests in the Plan (2) (2) (2) (2) Estimated solely for the purpose of calculating the registration fee in accord- ance with Rule 457(h) and 457(c) under the Securities Act of 1933, based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange, Inc. on August 22, 1997. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
PART I INFORMATION REQUIRED IN THE PROSPECTUS This registration statement on Form S-8 is being filed with respect to the reg- istration of additional securities of the same class as other securities for which a registration statement filed on a Form S-8 relating to the same employee benefit plan is effective. The contents of registration statement No. 2-94151, as amended, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Exhibit Incorporated Herein Filed No. Description by Reference to Herewith 4.1(a) Restated Certificate of Exhibit 3.1 to the Incorporation of the Company, Company's Report on dated June 22, 1994. Form 10-K for 1994. (b) Certificate of Amendment of the Exhibit 3.3 to the Certificate of Incorporation Company's Report on of the Company, dated October 6, Form 10-Q for the 1996. Quarter ended September 30, 1996. 4.2 By-Laws of the Company, as Exhibit 3.3 to the amended. Company's Report on Form 10-K for 1990. 5(a) Opinion of Roger A. Keller as X to legality of securities (including Consent). 5(b) Determination letter from Exhibit 5(c) to Post- Internal Revenue Service dated Effective Amendment February 10, 1986. No. 3, Registration Statement No. 2-94151 24(a). Consent of Ernst & Young, X independent auditors, to incorporation by reference of its report with respect to the financial statements of the Plan contained in the Plan's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, and with respect to consolidated financial statements and schedules of Registrant contained in Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996. 24(b). Consent of Roger A. Keller included X in Exhibit 5(a). 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 St. Louis, Missouri, on the 20th day of August, 1997. MALLINCKRODT INC. By: /s/ ROGER A. KELLER _________________________ Roger A. Keller Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/ RAYMOND F. BENTELE Director August 20, 1997 _______________________ Raymond F. Bentele /s/ GARETH C.C. CHANG Director August 20, 1997 _______________________ Gareth C.C. Chang /s/ WILLIAM L. DAVIS III Director August 20, 1997 _______________________ William L. Davis, III /s/ RONALD G. EVENS Director August 20, 1997 _______________________ Ronald G. Evens /s/ C. RAY HOLMAN Chairman of the Board, August 20, 1997 _______________________ Chief Executive Officer C. Ray Holman and Director /s/ ROBERTA KARMEL Director August 20, 1997 _______________________ Robert Karmel /s/ CLAUDINE B. MALONE Director August 20, 1997 _______________________ Claudine B. Malone /s/ MORTON MOSKIN Director August 20, 1997 _______________________ Morton Moskin /s/ MACK G. NICHOLS Director August 20, 1997 _______________________ Mack G. Nichols /s/ BRIAN M. RUSHTON Director August 20, 1997 _______________________ Brian M. Rushton /s/ DANIEL R. TOLL Director August 20, 1997 _______________________ Daniel R. Toll /s/ ANTHONY VISCUSI Director August 20, 1997 _______________________ Anthony Viscusi /s/ MICHAEL A. ROCCA Senior Vice President August 20, 1997 _______________________ & Chief Financial Officer Michael A. Rocca (Principal Financial Officer) /s/ TERRY D. MEIER Vice President and August 20, 1997 _______________________ Terry D. Meier Pursuant to the requirements of the Securities Act of 1933, the Employee Benefits Committee of Mallinckrodt Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on the 20th day of August, 1997. INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. By: /s/ WILLIAM B. STONE ______________________________ William B. Stone Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in their capacities as members of the Employee Benefits Committee and on the date indicated. Signature Date /s/ ASHOK CHAWLA August 20, 1997 ____________________ Ashok Chawla /s/ BRUCE K. CROCKETT August 20, 1997 ____________________ Bruce K. Crockett /s/ ROGER A. KELLER August 20, 1997 ____________________ Roger A. Keller /s/ DAVID R. KUPFERER August 20, 1997 ____________________ David R. Kupferer /s/ DOUGLAS A. McKINNEY August 20, 1997 ____________________ Douglas A. McKinney /s/ JOHN J. RIORDAN August 20, 1997 ____________________ John J. Riordan /s/ MICHAEL A. ROCCA August 20, 1997 ____________________ Michael A. Rocca /s/WILLIAM B. STONE August 20, 1997 ____________________ William B. Stone Exhibit 5 (a) OPINION AND CONSENT OF ROGER A. KELLER I have examined the Registration Statement on Form S-8 to be filed by Mallinckrodt Inc. (the "Corporation") with the Securities and Exchange Commission under the Securities Act of 1933 covering 750,000 additional shares of Common Stock, par value $1.00 per share, of the Corporation (the "Shares"). I have examined such documents, certificates, records, authorizations and proceedings and have made such investigations as I have deemed necessary or appropriate in order to give the opinion expressed herein. Upon the basis of the foregoing, I am of the opinion that when the Shares have been duly delivered against payment therefor, as contemplated by the Investment Plan for Employees of Mallinckrodt Inc., the shares will be legally issued, fully paid and, except as may be otherwise provided in Section 630 of the New York Business Corporation Law, non-assessable. I hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. By: ROGER A. KELLER /s/ ROGER A. KELLER __________________________________ St. Louis, MO August 20, 1997 Consent of Independent Auditors We consent to the incorporation by reference in the registration statement (Form S-8) pertaining to the Investment Plan for Employees of Mallinckrodt Inc. Of our reports (a) dated August 7, 1996, with respect to the consolidated financial statements of Mallinckrodt Inc. Incorporated by reference in its Annual Report (Form 10-K) and (b) dated November 22, 1996, with respect to the financial statements and schedules of the Investment Plan for Employees of Mallinckrodt Inc. Included in the Plan's Annual Report (Form 11-K), both for the year ended June 30, 1996, filed with the Securities and Exchange Commission. S/s ERNST & YOUNG LLP _________________________ St. Louis, Missouri August 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----