-----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, VmQcza/R6dyYDeaZOViLYlcWiycUyOgxDEHGvnNh0zHLqnkpEp7E/iMif7qEDHI9 F03xIMIe6YE6QRH0ZPK0PQ== 0000950127-99-000323.txt : 19991025 0000950127-99-000323.hdr.sgml : 19991025 ACCESSION NUMBER: 0000950127-99-000323 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991021 EFFECTIVENESS DATE: 19991021 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: 333-89487 FILM NUMBER: 99732010 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 FORM S-8 As filed with the Securities and Exchange Commission on October 21, 1999 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- MALLINCKRODT INC. (Exact name of Registrant as specified in its charter) NEW YORK 675 MCDONNELL BOULEVARD 36-1263901 (State or other P.O. BOX 5840 (I.R.S. Employer jurisdiction of ST. LOUIS, MO 63134 Identification No.) incorporation or (314) 654-2000 organization) (Address of principal executive offices) MALLINCKRODT INC. EQUITY INCENTIVE PLAN (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.... 5,000,000 $31.15625 $155,781,250 $43,307.19 ==================================== ================= ==================== =================== ==================== 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 October 18, 1999.
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 Mallinckrodt Inc. Equity Incentive Plan, registration statement No. 333-38291, are incorporated herein by reference. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS 5 Opinion of Roger A. Keller as to legality of securities (including Consent). 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Roger A. Keller included in Exhibit 5. 24 Power of Attorney of certain officers and directors (included on pages II-2 through II-4). 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 County of St. Louis, State of Missouri, on the 20th day of October, 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 C. Ray Holman Chief Executive Officer Date: October 20, 1999 /s/ Michael A. Rocca - ------------------------------------ Senior Vice President and Michael A. Rocca Chief Financial Officer Date: October 20, 1999 (Principal Financial Officer) /s/ Douglas A. McKinney - ------------------------------------ Vice President and Douglas A. McKinney Controller (Principal Date: October 20, 1999 Accounting Officer) /s/ Raymond F. Bentele - ------------------------------------ Director Raymond F. Bentele Date: October 20, 1999 /s/ William L. Davis, III - ------------------------------------ Director William L. Davis, III Date: October 20, 1999 /s/ Ronald G. Evens - ------------------------------------ Director Ronald G. Evens Date: October 20, 1999 /s/ Peter B. Hamilton - ------------------------------------ Director Peter B. Hamilton Date: October 20, 1999 /s/ Roberta S. Karmel - ------------------------------------ Director Roberta S. Karmel Date: October 20, 1999 /s/ Claudine B. Malone - ------------------------------------ Director Claudine B. Malone Date: October 20, 1999 /s/ Anthony Viscusi - ------------------------------------ Director Anthony Viscusi Date: October 20, 1999 /s/ Brian M. Rushton - ------------------------------------ Director Brian M. Rushton Date: October 20, 1999 EX-5 2 OPINION RE LEGALITY 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 5,000,000 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 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 Mallinckrodt Inc. Equity Incentive Plan, 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 October 20, 1999 EX-23.1 3 CONSENTS OF EXPERTS AND COUNSEL CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Mallinckrodt Inc. Equity Incentive Plan of our report dated July 29, 1999, with respect to the consolidated financial statements of Mallinckrodt Inc. included in the Annual Report (Form 10-K) for the year ended June 30, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP - ----------------------------------- St. Louis, Missouri October 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----