-----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, QWUXqomfiyI9yNULHwMgZzcTifb9dKQfKF4j90eDoej111inP8nak6Tns/JsFdVS ZPheksu/nttXiy62V+3kkA== 0000950127-99-000266.txt : 19990825 0000950127-99-000266.hdr.sgml : 19990825 ACCESSION NUMBER: 0000950127-99-000266 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990823 EFFECTIVENESS DATE: 19990823 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: 333-85789 FILM NUMBER: 99698056 BUSINESS ADDRESS: STREET 1: 675 MCDONNELL BLVD STREET 2: PO BOX 5840 CITY: ST LOUIS STATE: MO ZIP: 63134 BUSINESS PHONE: 3146542000 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 REGISTRATION STATEMENT 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 Mallinckrodt Group Inc.) (Exact name of Registrant as specified in its charter) New York 675 McDonnell Boulevard 36-1263901 (State or other jurisdiction of P.O. Box 5840 (I.R.S. Employer incorporation or organization) St. Louis, MO 63134 Identification No.) (314) 654-2000 (Address of principal executive offices) INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. (Full Title of Plan) --------------------- Roger A. Keller Vice President, Secretary & General Counsel Mallinckrodt Inc. 675 McDonnell Boulevard P.O. Box 5840 St. Louis, MO 63134 (314) 654-2000 (Name, address and telephone number, including area code, of agent for service) --------------------- Copies to: John M. Reiss, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 --------------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================
Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price aggregate offering registration fee registered registered per share price ---------- ---------- ------------- --------- Common Stock, $1.00 par value...... 1,000,000 $32.65625 $32,656,250 $9078.44 ================================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee in accordance 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 18, 1999. (2) 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 II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same stock purchase plan is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the registration statement on Form S-8 filed by Mallinckrodt Inc. with respect to the Investment Plan for Employees of Mallinckrodt Inc., registration statement No. 333-34489 (which in turn incorporated by reference the contents of registration statement No. 2-94151, as amended) are incorporated herein by reference. Item 8. Exhibits Exhibit Number Description of Documents - ------ ------------------------ 5(a) Opinion of Roger A. Keller as to legality of securities (including Consent). 5(b) Determination letter from Internal Revenue Service dated February 10, 1986. Incorporated herein by reference to Exhibit 5(c) to Post-Effective Amendment No. 3, Registration Statement No. 2-94151. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Stone Carlie & Company, L.L.C. 23.3 Consent of Roger A. Keller included in Exhibit 5(a). 24 Power of Attorney of certain officers and directors (included on pages II-2 through II-4) and Power of Attorney of certain members of the Employee Benefits Committee (included on pages II-4 through II-5). 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 City of St. Louis, State of Missouri, on the 18th day of August, 1999. MALLINCKRODT INC. By /s/ C. Ray Holman --------------------------------- Name: C. Ray Holman Title: Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Ray Holman and Roger A. Keller, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. /s/ C. Ray Holman Chairman of the Board and - -------------------------------- Chief Executive Officer C. Ray Holman Date: August 18, 1999 /s/ Michael A. Rocca Senior Vice President and - -------------------------------- Chief Financial Officer Michael A. Rocca (Principal Financial Date: August 18, 1999 Officer) /s/ Douglas A. McKinney Vice President and - -------------------------------- Controller (Principal Douglas A. McKinney Accounting Officer) Date: August 18, 1999 /s/ Raymond F. Bentele Director - -------------------------------- Raymond F. Bentele Date: August 18, 1999 /s/ Gareth C.C. Chang Director - -------------------------------- Gareth C.C. Chang Date: August 18, 1999 /s/ William L. Davis, III Director - -------------------------------- William L. Davis, III Date: August 18, 1999 /s/ Ronald G. Evens Director - -------------------------------- Ronald G. Evens Date: August 18, 1999 /s/ Roberta S. Karmel Director - -------------------------------- Roberta S. Karmel Date: August 18, 1999 /s/ Claudine B. Malone Director - -------------------------------- Claudine B. Malone Date: August 18, 1999 /s/ Anthony Viscusi Director - -------------------------------- Anthony Viscusi Date: August 18, 1999 /s/ Brian M. Rushton Director - -------------------------------- Brian M. Rushton Date: August 18, 1999 /s/ Daniel R. Toll Director - -------------------------------- Daniel R. Toll Date: August 18, 1999 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 the City of St. Louis, State of Missouri, on the 18th day of August, 1999. INVESTMENT PLAN FOR EMPLOYEES OF MALLINCKRODT INC. /s/ William B. Stone ---------------------------- Name: William B. Stone Title: Chairman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Ray Holman and Roger A. Keller, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts. 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/ Bruce K. Crockett August 18, 1999 - ---------------------------- Bruce K. Crockett /s/ Roger A. Keller August 18, 1999 - ---------------------------- Roger A. Keller /s/ David R. Kupferer August 18, 1999 - ---------------------------- David R. Kupferer /s/ Judith C. Rebholz August 18, 1999 - ---------------------------- Judith C. Rebholz /s/ John J. Riordan August 18, 1999 - ---------------------------- John J. Riordan /s/ Nancy J. Stemme August 18, 1999 - ---------------------------- Nancy J. Stemme /s/ William B. Stone August 18, 1999 - ---------------------------- William B. Stone /s/ Frank A. Voltolina August 18, 1999 - ---------------------------- Frank A. Voltolina EX-5 2 LEGAL OPINION EXHIBIT 5 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 1,000,000 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 express 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 18, 1999 EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 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 12, 1998, except for the restatement related to purchased research and development referred to in Note 2, to which the date is January 26, 1999, with respect to the consolidated financial statements of Mallinckrodt Inc. included in the Annual Report (Form 10-K/A No. 1) for the year ended June 30, 1998, and (b) dated October 29, 1997, with respect to the financial statements and schedules of the Investment Plan for Employees of Mallinckrodt Inc. for the year ended June 10, 1997, included in the Plan's 1998 Annual Report (Form 11-K), filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP - -------------------------------- St. Louis, Missouri August 19, 1999 EX-23.2 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2 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 report dated November 24, 1998, 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), for the year ended June 30, 1998, filed with the Securities and Exchange Commission. /s/ Stone Carlie & Company, L.L.C. - ---------------------------------- St. Louis, Missouri August 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----