-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hBNufvChZrW9sLYhyCQDho23JTU51VzMQGDGNaF8F/4J1FHGQ5d9gxqCd51lXwxY k2OESmv4n0eUf+GRbEWDDw== 0000066479-94-000020.txt : 19940926 0000066479-94-000020.hdr.sgml : 19940926 ACCESSION NUMBER: 0000066479-94-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940923 EFFECTIVENESS DATE: 19941012 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55613 FILM NUMBER: 94550198 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 S-8 1 1985 COMBINED STOCK OPTION PLAN September 23, 1994 Securities & Exchange Commission One Judiciary Plaza 450 Fifth Street, NW Washington, D.C. 20549 Re: Millipore Corporation 1985 Combined Stock Option Plan Registration Statement Numbers 33-11790 and 33-37319 Gentlemen: Pursuant to Rule 428 of Regulation C under the Securities Act of 1933, the Registrant hereby files its registration statement on Form S-8 relating to the increase of shares available for grant of options by 1,000,000 shares under the Millipore Corporation 1985 Combined Stock Option Plan (the "Plan"). At the Annual Shareholders Meeting of Millipore Corporation held on April 21, 1994, the shareholders approved the adoption of the amendment to the Plan authorizing the increase of the number of shares available for the grant of options by 1,000,000 shares. The filing fee required under Rule 457(h)(1) was wire transferred to the Mellon Bank in Pittsburgh, Pa. on September 22, 1994. Sincerely, MILLIPORE CORPORATION /s/ Patricia A. Powers Patricia A. Powers Staff Attorney Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Millipore Corporation (Exact name of registrant as specified in charter) Massachusetts 04-2170233 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 80 Ashby Road, Bedford, Massachusetts 01730 (Address of Principal Executive Offices) (Zip Code) MILLIPORE CORPORATION 1985 Combined Stock Option Plan (Full title of the plans) Geoffrey Nunes, Esquire Millipore Corporation 80 Ashby Road Bedford, Massachusetts 01730 (617) 275-9200 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Title Of Proposed Proposed Securities Amount To Be Maximum Maximum Amount To Be Registered Offering Aggregate Registration Registered Price Per Offering Fee Share Price Common 1,000,000 Stock Shares $34.875 $34,875,000.00* $12,026.00 $1.00 Par Value * Pursuant to Rule 457(h)(l), the maximum aggregate offering price and the computation of the registration fee has been calculated upon the basis of the price at which the options may be exercised. Pursuant to General Instruction E of Form S-8, this Registration Statement relates to 1,000,000 additional shares of Common Stock of the Registrant to be issued pursuant to the 1985 Combined Stock Option Plan. The Registrant hereby incorporates by reference the earlier registration statements filed under SEC file no. 0-1052 and bearing the Registration Statement Numbers 33- 11790 and 33-37319. September 12, 1994 Securities and Exchange Commission 500 North Capitol Street, NW Washington, DC 20549 Dear Sirs: In connection with the proposed offer and sale of 1,000,000 shares of Common Stock $1.00 par value per share (the "Stock") of Millipore Corporation (the "Company") as set forth in the attached Registration Statement on Form S- 8, I have examined the Restated Articles of Organization and By-Laws of the Company, all as amended to date, such records of its corporate proceedings as I deemed material, such records of its corporation proceedings as I deemed material, the Registration Statement and such other certificates, records and documents as I deemed necessary for purposed of this opinion. Based on the foregoing, I am of the opinion that: 1. The Company is a duly organized and existing corporation under the laws of the Commonwealth of Massachusetts. 2. The 1,000,000 shares covered by the Registration Statement which are reserved for issue to employees of the Company pursuant to the exercise of options granted under the Millipore Corporation 1985 Combined Stock Option Plan, have been duly authorized and will be, when issued, sold and delivered in the manner described in the Registration Statement validly issued, fully paid and non- assessable. I am an officer and stockholder of the Company. Very truly yours, /s/ Geoffrey Nunes Geoffrey Nunes Senior Vice President and General Counsel CONSENT OF LEGAL COUNSEL I hereby consent to the inclusion in the Registration Statement of Millipore Corporation on Form S-8 of my opinion dated September 12, 1994, as to the due authorization and validity of the shares to which this Registration Statement relates. I also consent to the reference to me under the caption LEGAL OPINIONS in the Prospectus relating to such Registration Statement. /s/ Geoffrey Nunes Geoffrey Nunes, Esquire Senior Vice President and General Counsel Millipore Corporation Bedford, Massachusetts September 12, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated January 24, 1994, except as to information presented in Note F, for which the date is March 31, 1994, on our audits of the consolidated financial statements and financial statement schedules of Millipore Corporation as of December 31, 1993 and 1992, and for the years in the three year period ended December 31, 1993, which report is included in the Annual Report on Form 10-K. We also consent to the reference to our Firm under the Caption "Experts". /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Boston, Massachusetts September 16, 1994 SIGNATURES Pursuant to the requirements of the Securities Act of 1993, the registrant certifies that it has reasonable ground 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 Bedford, Massachusetts on September 12, 1994. MILLIPORE CORPORATION By /s/ Geoffrey Nunes Geoffrey Nunes Sr. Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: /s/ John A. Gilmartin Director, Chairman, President Sept. 12, 1994 John A. Gilmartin and Chief Executive Officer (Principal Executive Officer) /s/ Michael P. Carroll Vice President and Chief Sept. 12, 1994 Michael P. Carroll Financial Officer (Principal Financial an Accounting Officer) DIRECTORS /s/ Charles D. Baker /s/ Steven Muller Charles D. Baker Steven Muller September 15, 1994 September 15, 1994 /s/ Thomas O. Pyle Samuel C. Butler Thomas O. Pyle September 15, 1994 September 15, 1994 /s/ Mark Hoffman /s/ John F. Reno Mark Hoffman John F. Reno September 15, 1994 September 15, 1994 /s/ Gerald D. Laubach /s/ James L. Vincent Gerald D. Laubach James L. Vincent September 15, 1994 September 15, 1994 *By /s/ Geoffrey Nunes Geoffrey Nunes, Attorney in Fact INDEX TO EXHIBITS The following Exhibits are filed as a part of this Registration Statement: Found at Exhibit No. Description Page No. 25 Manually Signed Powers of Attorney 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers of Millipore Corporation (the "Corporation") do hereby constitute and appoint John A. Gilmartin and Geoffrey Nunes, and each of them individually, their true and lawful attorneys and agents to execute on behalf of the Corporation a Registration Statement on Form S-8 under the Securities Act of 1933 relating to shares to be issued pursuant to the Corporation's 1985 Combined Stock Option Plan (the "Plan"), the said shares to be issued to eligible employees of the Corporation and its subsidiaries pursuant to the Plan; including without limitation, power and authority to sign the names of each of such Directors and Officers on his behalf, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue thereof. SIGNATURE TITLE DATE Chairman, President Sept. __, 1994 John A. Gilmartin Chief Executive Officer and Director /s/ Charles D. Baker Director Sept. 15, 1994 Charles D. Baker Director Sept. __, 1994 Samuel C. Butler /s/Mark Hoffman Director Sept. 15, 1994 Mark Hoffman /s/ Gerald D. Laubach Director Sept. 15, 1994 Gerald D. Laubach /s/ Steven Muller Director Sept. 15, 1994 Steven Muller /s/ Thomas O. Pyle Director Sept. 15. 1994 Thomas O. Pyle /s/ John F. Reno Director Sept. 15, 1994 John F. Reno /s/ James L. Vincent Director Sept. 15, 1994 James L. Vincent -----END PRIVACY-ENHANCED MESSAGE-----