-----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, F3LAqho+J9nh7OdthNIqw/a35NaPqBtgp2S1B2gou2tA5+u2TqroxNlwMSR1uBlb sYeVxa45KZB5K/nHqwEE8A== 0000950137-98-002810.txt : 19980720 0000950137-98-002810.hdr.sgml : 19980720 ACCESSION NUMBER: 0000950137-98-002810 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000824803 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 222849508 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-47795 FILM NUMBER: 98667945 BUSINESS ADDRESS: STREET 1: 411 E WISCONSIN AVE 24TH FLR CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142746600 MAIL ADDRESS: STREET 1: 411 EAST WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: SYBRON INTERNATIONAL INC DATE OF NAME CHANGE: 19951221 POS AM 1 POST-EFFECTIVE AMENDMENT 1 ON FORM S-3 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1998 REGISTRATION NO. 333-47795 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1* ON FORM S-3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ SYBRON INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its charter) ---------------- WISCONSIN 22-2849508 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 411 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202 (414) 274-6600 (Address, including ZIP Code, and telephone number, including area code, of Registrant's principal executive offices) R. JEFFREY HARRIS VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY SYBRON INTERNATIONAL CORPORATION 411 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202 (414) 274-6600 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) ---------------- COPIES TO: BRUCE C. DAVIDSON EDWARD T. SWAN, P.C. QUARLES & BRADY KIRKLAND & ELLIS 411 EAST WISCONSIN AVENUE 200 EAST RANDOLPH DRIVE MILWAUKEE, WISCONSIN 53202 CHICAGO, ILLINOIS 60601 (414) 277-5000 (312) 861-2000 ================================================================================ *THIS POST-EFFECTIVE AMENDMENT NO. 1 RELATES TO THE POSSIBLE PUBLIC REOFFERING OF THE SECURITIES REGISTERED BY THE REGISTRATION STATEMENT BY PERSONS WHO MAY BE DEEMED TO BE UNDERWRITERS THROUGH THE USE OF THE REOFFERING PROSPECTUS INCLUDED IN THIS POST-EFFECTIVE AMENDMENT NO. 1, AS CONTEMPLATED BY NOTE (5) TO THE FEE TABLE ON THE COVER PAGE OF THE REGISTRATION STATEMENT AS FILED ON MARCH 11, 1998. 2 INFORMATION HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 17, 1998 2,891,247 SHARES SYBRON INTERNATIONAL CORPORATION COMMON STOCK Certain shareholders (the "Selling Shareholders") of Sybron International Corporation, a Wisconsin corporation ("Sybron" or the "Company"), may severally offer hereunder up to 2,891,247 shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Company at such time or times and on such terms as the Selling Shareholders may determine in light of the then-current market conditions and other factors. The Company will not receive any of the proceeds from the sale of the shares being sold by the Selling Shareholders. See "Use of Proceeds and Selling Shareholders." The shares of Common Stock to which this Prospectus relates (the "Shares") may be sold by the Selling Shareholders to or through dealers or brokers or other agents, or directly to one or more purchasers, in market transactions or privately-negotiated transactions at market-based or negotiated prices. The Company will pay all expenses related to the registration of the Shares. The Selling Shareholders, however, will bear the cost of all brokerage commissions and discounts incurred in connection with the sale of the Shares. See "Plan of Distribution." The Shares were issued in connection with the Company's acquisition of LRS Acquisition Corp., a Delaware corporation ("LRS"), through the merger of a subsidiary of the Company into LRS on April 9, 1998, with the result that LRS became a wholly owned subsidiary of the Company. LRS, through its wholly owned subsidiaries (principally "A" Company Orthodontics) (""A" Company"), designs, manufactures, markets and distributes orthodontic appliances and related products. See "Selling Shareholders." The Common Stock is listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "SYB". On ____________, 1998, the last reported sale price of the Common Stock on the NYSE was $________ per share. _________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________ THE DATE OF THIS PROSPECTUS IS _________, 1998. 3 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy or information statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports, statements and other information field with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington D.C. 20549, and at the SEC's regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material may also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The Company has been an electronic filer with the SEC Since May 1996. The SEC maintains an Internet site on the World Wide Web at that contains reports, proxy and information statements and other information regarding registrants that file electronically. The Common Stock (symbol "SYB") is listed on the NYSE, and such reports, statements and other information concerning the Company should also be available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York 10005. This Prospectus, which constitutes a part of the registration statement (File No. 333-47795), as amended (the "Registration Statement"), filed by the Company with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), omits certain of the information set forth in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to the Company and the securities offered hereby. The Registration Statement is available for inspection and copying as set forth above. Statements contained in this Prospectus or in any document incorporated by reference in this Prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement or such other document, each such statement being qualified in all respects by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Prospectus incorporates by reference documents relating to the Company which are not presented herein or delivered herewith. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy (without exhibits, except those specifically incorporated by reference) of any and all of the documents which are incorporated herein by reference. Requests for such documents should be directed to the Company at its principal executive offices, at 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Tricia Mintzlaff, Investor Relations (telephone: (414) 274-6600). The following document(s) previously filed by the Company with the SEC pursuant to the Exchange Act (File No. 1-11091) are incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the year ended September 30, 1997 (which incorporates certain portions of the Company's Proxy Statement dated December 23, 1997 for its Annual Meeting of Shareholders on January 30, 1998); 2 4 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1997 (including Amendment No. 1 thereto on Form 10-Q/A) and March 31, 1998; 3. The Company's Current Report on Form 8-K dated July __, 1998; and 4. The Company's Current Report on Form 8-K dated July 13, 1998 and the description of the Common Stock contained therein, which updates and supersedes the description of the Common Stock contained in the Company's Registration Statement on Form 8-B dated January 13, 1994. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of this offering shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information in the documents incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. FORWARD-LOOKING STATEMENTS; CAUTIONARY FACTORS. THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN MAY CONTAIN FORWARD-LOOKING STATEMENTS MADE BY OR ON BEHALF OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE BASED UPON MANAGEMENT'S EXPECTATIONS AT THE TIME MADE AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE STATEMENTS. THE WORDS "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT", "PROJECT", "OBJECTIVE" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. IN ADDITION TO THE ASSUMPTIONS AND OTHER FACTORS REFERRED TO SPECIFICALLY IN CONNECTION WITH SUCH STATEMENTS, FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE FORWARD-LOOKING STATEMENTS INCLUDE FACTORS DESCRIBED UNDER THE CAPTION "CAUTIONARY FACTORS" IN THE COMPANY DOCUMENTS INCORPORATED HEREIN BY REFERENCE. THE COMPANY The subsidiaries of the Company are leading manufacturers of value-added products for the laboratory and professional dental and orthodontic markets in the United States and abroad. Sybron's laboratory subsidiaries provide plastic labware, microscope slides, disposable diagnostic products, consumables, temperature control apparatus and water purification systems to industrial, academic, clinical, governmental and biotechnology laboratories. Sybron's dental and orthodontic subsidiaries provide a diversified line of consumable products to dentists and orthodontic appliances and related products to orthodontists. The Company has been pursuing a growth strategy designed to increase sales and enhance operating margins. Elements of that strategy include emphasis on acquisitions, product line extensions, new product introductions and international growth. The Company's net sales have increased from $383 million in the fiscal year ended September 30, 1992 to $795 million in the fiscal year ended September 30, 1997. In fiscal year 1997, the Company's sales outside the United States represented approximately 32% of net sales. In May 1998, the Company's laboratory subsidiaries were realigned under Sybron Laboratory Products Corporation ("SLPC"). The primary laboratory subsidiaries under SLPC are Nalge Nunc International Corporation ("NNI"), Erie Scientific Company ("Erie") and Barnstead Thermolyne Corporation ("Barnstead/Thermolyne"). NNI develops, manufactures, and markets labware, life sciences and process technologies products. Offerings include reusable and disposable plastic labware, cell and tissue culture products, high quality bio-pharmaceutical packaging, filtration products, and industrial products used in fluid processing such as plastic tubing, sanitary tubing and fittings. Erie develops, manufactures, and markets products for diagnostics and research, histology, microbiology, and clinical 3 5 and industrial applications. These products include liquid standards and reagents, stains, diagnostic tests, microscope slides and other glass products. Barnstead/Thermolyne develops, manufactures and markets precision laboratory equipment consisting of heating, stirring, measuring, sterilizing, analytical and temperature control apparatus, and water purification systems. Sybron's dental and orthodontic subsidiaries include "A" Company as well as Kerr Corporation ("Kerr") and Ormco Corporation ("Ormco"), which are subsidiaries of Sybron Dental Specialties, Inc. Kerr develops, manufactures and markets a broad range of consumable products for use in restorative, prosthetic, and endodontic dentistry. Ormco and "A" Company develop, manufacture and market a broad line of orthodontic appliances including bands, brackets, wire, adhesives, and ancillary equipment used during the course of orthodontic treatment. The description of Sybron's business included herein and in the documents incorporated by reference herein may contain statements that could be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements concern, among other things, Sybron's intent, belief or current expectations with respect to operating and growth strategies, capital expenditures, financing or other matters, regulatory matters pertaining to Sybron specifically and the industry in general, industry trends, competition, risks attendant to foreign operations, reliance on key distributors, environmental matters and other factors affecting Sybron's financial condition or results of operations. Such forward-looking statements involve certain risks and uncertainties, many of which are beyond Sybron's control, that could cause actual results to differ materially from those contemplated in the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, those discussed in connection with such statements as well as those described in the sections entitled "Cautionary Factors" in the Sybron documents incorporated herein by reference. See "Incorporation of Certain Documents by Reference." Additional information concerning Sybron is included in the Sybron documents filed with the SEC which are incorporated by reference herein. See "Incorporation of Certain Documents by Reference." The Company's principal executive offices are located at 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202; its telephone number is (414) 274-6600. USE OF PROCEEDS The Company will not receive any of the proceeds from any sale of the Shares by the Selling Shareholders hereunder. The Company will pay all expenses related to the registration of the Shares. See "Selling Shareholders" and "Plan of Distribution." SELLING SHAREHOLDERS The Shares offered hereby were acquired by the Selling Shareholders pursuant to an Agreement and Plan of Reorganization, dated as of January 23, 1998 (the "Reorganization Agreement"), by and among the Company, Normandy Acquisition Co. ("Acquisition"), LRS Acquisition Corp. ("LRS") and Liberty Partners Holdings 5, L.L.C. ("Liberty"). The Reorganization Agreement provided for the acquisition of LRS by the Company through the merger of Acquisition, a wholly owned subsidiary of the Company, with and into LRS (the "Merger"). The Merger was consummated on April 9, 1998 (the "Effective Time of Merger"), whereupon LRS became a wholly owned subsidiary of the Company. In the Merger, each share of the issued and outstanding capital stock of LRS, an outstanding warrant held by Liberty to purchase LRS capital stock, and outstanding options for such capital stock were converted into or exchanged for Common Stock of the Company based on the applicable exchange ratios determined pursuant to the Reorganization Agreement, resulting in the issuance of an aggregate of 3,215,982 shares of Common Stock (the "Merger Shares"). The Merger Shares were registered by the Registration Statement (on Form S-4) for issuance pursuant to the Reorganization Agreement in accordance with Rule 145 promulgated by the SEC under the Securities Act. Accordingly, 4 6 the Merger Shares are freely transferable under the Securities Act, except that shares received by any person deemed to be an "affiliate" (as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act) of LRS for purposes of Rule 145 (an "Affiliate") may not be resold except in transactions permitted by Rule 145 or as otherwise permitted under the Securities Act. The Selling Shareholders are the persons identified by LRS as its Affiliates. The Shares to which this Prospectus relates are the Merger Shares issued to the Selling Shareholders pursuant to the Reorganization Agreement. It was a condition to the obligations of the Company to consummate the Merger that each Affiliate deliver to the Company a letter (an "Affiliate Letter") in which the Affiliate agreed with the Company (i) not to sell, transfer or otherwise dispose of any of the Merger Shares issued to such Affiliate, except pursuant to an effective registration statement or in compliance with Rule 145 or another exemption from the registration requirements of the Securities Act, and (ii) not to make any disposition or other reduction of such person's risk relative to any stock of the Company or LRS during the period (the "risk-sharing period") which commenced thirty (30) days prior to the Effective Time of Merger and ended on July 20, 1998, when Sybron published financial results covering at least 30 days of post-Merger combined operations. REGISTRATION RIGHTS AGREEMENT As contemplated by the Reorganization Agreement, in conjunction with the closing of the Merger, the Company entered into a Registration Rights Agreement, dated April 9, 1998 (the "Registration Rights Agreement"), with the Selling Shareholders, as the Affiliates of LRS. In the Registration Rights Agreement, Sybron agreed to register for resale, after the risk-sharing period had been satisfied, the Shares received by the Affiliates in connection with the Merger. The Post-Effective Amendment to the Registration Statement of which this Prospectus is a part was filed to satisfy this obligation of the Company under the Registration Rights Agreement. The Registration Rights Agreement is intended to provide additional liquidity to the Affiliates of LRS during the period that the conditions of Rule 145(d) continue to apply to the Shares, so as to permit the Affiliates to sell their Shares either pursuant to Rule 145(d) or pursuant to this Prospectus. Under the Registration Rights Agreement, subject to the terms and conditions thereof, the Company is obligated to keep the Registration Statement effective to permit sales under this Prospectus until either April 9, 1999, one year after the consummation of the Merger, or, if applicable, such shorter period of time which shall terminate (i) when all Shares covered by the Registration Statement have been sold, or (ii) on the date the resale restrictions applicable to the Shares pursuant to Rule 145(d) expire or are rescinded (the "Registration Term"). ESCROW AGREEMENT Pursuant to the Reorganization Agreement, an Escrow Agreement, dated April 9, 1998 (the "Escrow Agreement"), was entered into by and among the Company, State Street Bank and Trust Company (the "Escrow Agent"), Messrs. Michael Kluger, Gordon Nye and Kenneth Rainin, as agents and attorneys-in-fact of the former LRS securityholders (the "LRS Representatives"), Liberty and certain securityholders of LRS (collectively, the "Holdback Participants"), pursuant to which a portion of the Merger Shares received by each Holdback Participant will be held in escrow to secure the indemnification obligations of LRS under the Reorganization Agreement (the "Escrow Account"). The Holdback Participants include all of the Selling Shareholders (the Affiliates of LRS) and certain other key "insiders" as determined by the LRS Board of Directors prior to the Merger. Pursuant to the Escrow Agreement, the Holdback Participants deposited into the Escrow Account a portion of their Shares having an aggregate value of $6,300,000 (the "Escrow Shares"). The Escrow Account is intended to secure the indemnification rights of the Company under the Reorganization Agreement and provide the LRS Representatives (all of whom are LRS Affiliates and Selling Shareholders) with a source for recovery of defense costs incurred in connection with any third party claim. 5 7 While their Escrow Shares are held in the Escrow Account, the Holdback Participants are entitled to all rights of ownership thereof, including without limitation the right to vote and sell such shares; provided, however, that upon any sale of Escrow Shares the proceeds thereof must be deposited with the Escrow Agent to be held as part of the Escrow Fund (as defined in the Escrow Agreement). The Escrow Agreement provides that the LRS Representatives have the sole right, in their discretion, to obtain the release of all or any portion of the Escrow Shares then held in the Escrow Fund in order to effect the sale of those Shares. In the Escrow Agreement, the Holdback Participants appointed the LRS Representatives as their agents for purposes of effecting sales of the Escrow Shares, provided that any sale made by the LRS Representatives must be accomplished in accordance with the provisions of the Affiliate Letter executed by each Holdback Participant and in accordance with the Registration Rights Agreement. The Escrow Agreement also requires that any such sale be treated as a sale of Escrow Shares by all Holdback Participants, to be allocated among such Holdback Participants proportionately based on their respective contributions to the Escrow Fund. 6 8 THE SELLING SHAREHOLDERS AND THE SHARES Based upon information provided by the Selling Shareholders and information relating to the Shares subject to the Registration Rights Agreement and the Escrow Shares subject to the Escrow Agreement, the following table sets forth information, as of July 8, 1998, with respect to (i) the aggregate number of shares of Common Stock beneficially owned by each Selling Shareholder, (ii) the number of Shares registered hereby that each Selling Shareholder may offer and sell pursuant to this Prospectus (including the number of Escrow Shares), and (iii) the number of shares of Common Stock each Selling Shareholder would own if all of the Shares registered for resale hereunder were sold. Because the Selling Shareholders may choose to sell all, or a portion, or none of the Shares registered hereby at any time and from time to time after the date hereof and during the Registration Term, the number of shares of Common Stock that each Selling Shareholder shall retain upon completion of the offering to which this Prospectus relates cannot be stated with any certainty.
NUMBER OF SHARES BENEFICIALLY NUMBER OF OWNED IF ALL SHARES SHARES BENEFICIALLY REGISTERED OWNED NUMBER OF SHARES REGISTERED FOR HEREUNDER SELLING SHAREHOLDERS PRIOR TO POTENTIAL RESALE HEREUNDER WERE SOLD OFFERING(1) - ---------------------------------------------------------------------------------------------------------------------------- NON- ESCROW ESCROW SHARES SHARES TOTAL Liberty Partners Holdings 5, 1,075,719 80,609 995,110 1,075,719 0 L.L.C.(2)(4) Kenneth Rainin(3)(5) 1,114,309 83,538 1,030,771 1,114,309 0 Robert B. Stockman(3)(6) 294,013 22,035 271,978 294,013 0 William W. Crouse(3) 100,630 7,531 93,099 100,630 0 Gordon E. Nye(3) 84,003 6,299 77,704 84,003 0 Andrew J. Futey(3) 25,510 1,906 23,604 25,510 0 Charles Madsen(3) 15,854 1,185 14,669 15,854 0 David J. Milner(3) 14,622 1,092 13,530 14,622 0 Michael P. Oliver(3) 9,748 721 9,027 9,748 0 Richard W. Poinsett(3) 4,874 372 4,502 4,874 0 State Board of Administration of 151,965 11,413 140,552 151,965 0 Florida(4) - ---------------------------------------------------------------------------------------------------------------------------- Total 2,891,247 216,701 2,674,546 2,891,247 0
7 9 (1) The number of shares of Common Stock owned by each Selling Shareholder is less than 1% of the 100,829,368 shares of Common Stock outstanding as of July 8, 1998, except for the following Selling Shareholders who owned more than 1% of such outstanding shares: Liberty Partners Holdings 5, L.L.C. ("Liberty") (1.07%) and Kenneth Rainin (1.11%) (2) Liberty, a Delaware limited liability company, was organized for the sole purpose of investing in LRS Common Stock and a warrant to purchase shares of LRS Common Stock. The members of Liberty are (i) Liberty Investments 5, Inc., a Delaware corporation which holds a 76.5% profits interest in Liberty and is in turn wholly owned by the State Board of Administration of Florida, and (ii) Liberty Investment Partners 5, a Delaware general partnership which holds a 23.5% profits interest in Liberty. Liberty Partners, L.P. a Delaware limited partnership, is the sole manager of Liberty. Liberty Capital Partners, Inc., an investment management firm, is the sole general partner of Liberty Partners, L.P. and is the investment advisor to the State Board of Administration of Florida. Certain individuals, including Michael J. Kluger and Peter E. Bennett, who served as directors of LRS and "A" Company prior to the Merger, are general partners of Liberty Investment Partners 5, limited partners of Liberty Partners, L.P., and stockholders of Liberty Capital Partners, Inc. Prior to the Merger, Liberty owned and held a warrant to acquire an aggregate of 38% of the LRS Common Stock on a fully diluted basis. (3) Prior to the Merger, LRS and "A" Company had the same management. The following Selling Shareholders held the indicated positions and offices with LRS and "A" Company prior to the Merger: Kenneth Rainin, Director; Robert B. Stockman, Director; William W. Crouse, Chairman of the Board; Gordon E. Nye, Director, President and Chief Executive Officer; Andrew J. Futey, Senior Vice President-Operations; Charles Madsen, Vice President-North American Sales; David J. Milner, Vice President-Finance; Michael P. Oliver, Vice President-Global Marketing; and Richard W. Poinsett, Vice President-Quality Assurance and Research & Development. As indicated in Note 2 above, Michael J. Kluger and Peter E. Bennett were also directors of LRS and "A" Company. At the Effective Time of Merger, the directors and officers of Acquisition became the directors and officers of LRS and the Selling Shareholders (and Messrs. Kluger and Bennett) resigned all of their positions with LRS and "A" Company. Mr. Milner is providing transition services following the Merger by managing the accounting group of "A" Company and its facilities in San Diego, California, and Tijuana, Baja California, Mexico. These services are expected to continue through December 1998. (4) Prior to the Merger, the State Board of Administration of Florida was LRS' principal lender and owned all of the outstanding LRS Series A Preferred Stock. In connection with the Merger, Sybron repaid all outstanding indebtedness owed by LRS and its subsidiaries to the State Board of Administration of Florida, after LRS used available cash to reduce such indebtedness. The amount of such indebtedness so repaid, including accrued interest, was approximately $32,287,313. As noted above, the State Board of Administration of Florida, through its wholly owned subsidiary Liberty Investments 5, Inc., holds a 76.5% profits interest in Liberty and, accordingly, holds a 76.5% beneficial ownership interest in the Shares held of record by Liberty. (5) Prior to the Merger, Mr. Rainin beneficially owned approximately 30.9% of the LRS Common Stock, on a fully diluted basis, and approximately 89.1% of the outstanding LRS Series B Preferred Stock. (6) Prior to the Merger, Mr. Stockman beneficially owned approximately 10.3% of the LRS Common Stock, on a fully diluted basis. PLAN OF DISTRIBUTION The Selling Shareholders may sell any or all of the Shares to or through dealers or brokers or other agents, or directly to one or more purchasers in transactions on the NYSE, in the over-the-counter market or in privately negotiated transactions, or in a combination of such transactions. Such transactions may be effected by the Selling Shareholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Such dealers, brokers or other agents may receive compensation in the form 8 10 of discounts, concessions or commissions from the Selling Shareholders and may receive commissions from the purchasers of the Shares for whom they act as agent. The Registration Rights Agreement provides that the Shares will be sold by the Selling Shareholders only through routine brokerage transactions, to dealers or in negotiated transactions, and does not provide for an underwritten public offering or other special selling efforts. Any Selling Shareholder and any dealer, broker or other agent selling Shares for the Selling Shareholders or purchasing any Shares from a Selling Shareholder for purposes of resale may be deemed to be an underwriter under the Securities Act and any profit from the sale of the Shares or any compensation received by such Selling Shareholder, dealer, broker or other agent may be deemed underwriting compensation. Neither the Company nor the Selling Shareholders can presently estimate the amount of such compensation. As of the date hereof, the Company knows of no existing selling arrangements between any Selling Shareholder and any other Selling Shareholder, dealer, broker or other agent. The Company will pay the expenses incurred in connection with the preparation and filing of this Prospectus and the related amendment to the Registration Statement, and will reimburse the Selling Shareholders for the reasonable fees and disbursements of one counsel mutually chosen by the Selling Shareholders in connection with the registration of the Shares for sale by the Selling Shareholders pursuant to this Prospectus. The Company, however, will not pay for any expenses, fees, commissions or discounts of dealers or agents, or other selling expenses, which will be paid by the Selling Shareholders. In the Registration Rights Agreement, the Company has agreed to indemnify each Selling Shareholder and, if applicable, each director and officer of such Selling Shareholder (and any person who controls such Selling Shareholder within the meaning of Section 15 of the Securities Act) against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which such indemnified persons may be required to make in respect thereto. Under agreements which may be entered into by the Selling Shareholders, dealers and agents who participate in the distribution of the Shares may be entitled to similar indemnification or contribution by the Selling Shareholders. Dealers and agents may be customers of, engage in transactions with or perform services for the Company, its affiliates or the Selling Shareholders in the ordinary course of business. Under certain rules and regulations under the Exchange Act, if applicable, any person engaged in a "distribution" of the Shares within the meaning of such rules and regulations may not simultaneously engage in market activities with respect to shares of Common Stock for the period beginning one business day prior to the determination of the offering price and ending upon completion of the Selling Shareholder's participation in the distribution. In addition, and without limiting the foregoing, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of Common Stock by the Selling Shareholders. In addition to or in lieu of sales of the Shares pursuant to this Prospectus, the Selling Shareholders may sell their Shares in accordance with the resale restrictions of Rule 145 under the Securities Act, as described above. See "Selling Shareholders." EXPERTS The consolidated financial statements and schedule of Sybron International Corporation incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997 have been so incorporated in reliance on the reports of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Any financial statements hereafter incorporated by reference in the Registration Statement that have been audited and are the subject of a report by independent accountants will be incorporated herein by reference in reliance upon such reports and upon the authority of such firms as experts in auditing and accounting to the extent covered by the consents of such accountants filed with the SEC. 9 11 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses payable by the Registrant in connection with this Amendment to the Registration Statement. All of such expenses are estimates, other than the filing fee payable to the Securities and Exchange Commission. Filing Fee- Securities and Exchange Commission...............................$ None* Fees and Expenses of Accountants............................................. 1,000 Fees and Expenses of Counsel................................................. 8,000 Miscellaneous Expenses....................................................... 1,000 -------- Total...............................................................$ 10,000 ========
- ------------------ *The Registration Statement (as originally filed on Form S-4) registered both the securities offered in the business combination transaction and the resale of those securities by affiliates; a filing fee having been paid with respect to the securities offered in the business combination transaction, no separate filing fee is assessed for the registration of resale transactions. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is incorporated under the Wisconsin Business Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was a director or officer of the Registrant. In all other cases, the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was an officer or director of the Registrant unless it is determined that he or she breached or failed to perform a duty owed to the Registrant and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a di rector or officer may have under the Registrant's articles of incorporation, bylaws, a written agreement or a resolution of the Board of Directors or shareholders. Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities. Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred to above. II-1 12 Under Section 180.0833 of the WBCL, directors of the Registrant against whom claims are asserted with respect to the declaration of an improper dividend or other distribution to shareholders to which they assented are entitled to contribution from other directors who assented to such distribution and from shareholders who knowingly accepted the improper distribution, as provided therein. Article VIII of the Registrant's Bylaws contains provisions that generally parallel the indemnification provisions of the WBCL and cover certain procedural matters not dealt with in the WBCL. Furthermore, certain officers of the Registrant are also officers of subsidiaries of the Registrant and, as a result, such officers may be entitled to indemnification pursuant to provisions of such subsidiaries' governing corporate laws, articles of incorporation and bylaws. The Registrant has also executed an indemnity agreement with each of its directors and certain of its officers which provides certain indemnity rights to such individuals. Directors and officers of the Registrant are covered by directors' and officers' liability insurance under which they are insured (subject to certain exceptions and limitations specified in the policy) against expenses and liabilities arising out of proceedings to which they are parties by reason of being or having been directors or officers. ITEM 16. EXHIBITS. See Exhibit Index following Signatures page in this Amendment to the Registration Statement, which Exhibit Index is incorporated herein by reference. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. II-2 13 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (6) That every prospectus: (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. WITHDRAWAL OF SHARES FROM REGISTRATION Pursuant to the undertaking to that effect contained in this Registration Statement, the Registrant hereby removes from registration the 1,451,018 shares of Common Stock registered by the Registration Statement which were not issued in the Merger. II-3 14 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-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on July 17, 1998. SYBRON INTERNATIONAL CORPORATION (Registrant) By: /s/ KENNETH F. YONTZ ------------------------------------ Kenneth F. Yontz Chairman of the Board, President and Chief Executive Officer -------------------- Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.* SIGNATURE TITLE /s/ KENNETH F. YONTZ Chairman of the Board, President - -------------------------- and Chief Executive Officer and Director Kenneth F. Yontz (Principal Executive Officer of the Registrant) /s/ DENNIS BROWN Vice President - Finance, Chief Financial - -------------------------- Officer and Treasurer (Principal Financial Dennis Brown Officer and Principal Accounting Officer of the Registrant) S-1 15 /s/ DON H. DAVIS, JR.** Director - -------------------------- Don H. Davis, Jr. /s/ CHRISTOPHER L. DOERR** Director - -------------------------- Christopher L. Doerr /s/ ROBERT B. HAAS** Director - -------------------------- Robert B. Haas /s/ THOMAS O. HICKS** Director - -------------------------- Thomas O. Hicks /s/ WILLIAM U. PARFET** Director - -------------------------- William U. Parfet /s/ JOE L. ROBY** Director - -------------------------- Joe L. Roby /s/ RICHARD W. VIESER** Director - -------------------------- Richard W. Vieser *Each of these signatures is affixed as of July 17, 1998. **By /s/ R. JEFFREY HARRIS --------------------------- R. Jeffrey Harris, Attorney-in-Fact, Pursuant to Power of Attorney contained in the Registration Statement as filed on March 11, 1998 S-2 16 SYBRON INTERNATIONAL CORPORATION (THE "REGISTRANT") (COMMISSION FILE NO. 1-11091) EXHIBIT INDEX TO POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3 TO FORM S-4 REGISTRATION STATEMENT (FILE NO. 333-47795) (THE "REGISTRATION STATEMENT") The following exhibits are filed with or incorporated by reference in this Amendment to the Registration Statement:
EXHIBIT INCORPORATED HEREIN BY NUMBER DESCRIPTION REFERENCE TO FILED HEREWITH ------ ----------- -------------- -------------- 2.1 Agreement and Plan of Appendix A to the Proxy Reorganization, dated as of January Statement/ Prospectus dated 23, 1998, by and among Sybron March 12, 1998 contained in the International Corporation, Normandy Registration Statement Acquisition Co., LRS Acquisition Corp. ("LRS") and Liberty Partners Holdings 5, L.L.C. 3.1 Restated Articles of Incorporation of Exhibit 4.1 to the Registrant's the Registrant Registration Statement on Form S-8 (File No. 333-47015) 3.2 Bylaws of the Registrant Exhibit C to the 1994 Annual Meeting Proxy Statement of Sybron Corporation dated December 17, 1993 4.1 Articles of Incorporation and Bylaws Exhibits 3.1 and 3.2 hereto of the Registrant 5.1 Opinion of Quarles & Brady as to the Exhibit 5.1 to the Registration legality of the securities being Statement registered 23.1 Consent of KPMG Peat Marwick X LLP, Registrant's independent auditors 23.2 Consent of Quarles & Brady Contained in Exhibit 5.1 24.1 Powers of Attorney Contained on Signatures page in the Registration Statement
EI-1 17
EXHIBIT INCORPORATED HEREIN BY NUMBER DESCRIPTION REFERENCE TO FILED HEREWITH ------ ----------- -------------- -------------- 99.1 Registration Rights Agreement, dated X as of April 9, 1998, by and among the Registrant and the Affiliates of LRS identified on the signature page thereto 99.2 Escrow Agreement, dated April 9, X 1998, by and among the Registrant, State Street Bank and Trust Company, as Escrow Agent, Michael Kluger, Gordon Nye and Kenneth Rainin (collectively, the "LRS Representatives"), and each of the Holdback Participants identified on Schedule I thereto
EI-2 EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP We consent to incorporation by reference in this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-4 of Sybron International Corporation (File No. 333-47795) of our reports dated November 7, 1997, relating to the consolidated balance sheets of Sybron International Corporation and subsidiaries as of September 30, 1997 and 1996, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended September 30, 1997, and related financial statement schedule, which reports appear in the September 30, 1997 Annual Report on Form 10-K of Sybron International Corporation. We also consent to the references to our firm under the heading "Experts" in the Prospectus. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Milwaukee, Wisconsin July 17, 1998 EX-99.1 3 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 99.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of this 9th day of April, 1998, by and among SYBRON INTERNATIONAL CORPORATION (the "Company") and the AFFILIATES of LRS Acquisition Corp. ("LRS") who are identified on the signature page to this Agreement (each an "Affiliate" for purposes hereof and, collectively, the "Affiliates"). WHEREAS, pursuant to that certain Agreement and Plan of Reorganization entered into by and among the Company, Normandy Acquisition Co., a wholly owned subsidiary of the Company, LRS and Liberty Partners Holdings 5, L.L.C. ("Liberty") dated as of January 23, 1998 (the "Merger Agreement"), each share of the issued and outstanding capital stock of LRS, an outstanding warrant held by Liberty to purchase LRS capital stock and certain outstanding options for such capital stock were converted into or exchanged for common stock of the Company, par value $0.01 per share ("Common Stock"), registered on Form S-4 (the "S-4 Registration Statement") under the Securities Act of 1933, as amended (the "Act"), resulting in the issuance of an aggregate of 3,215,982 shares of Common Stock (the "Merger Shares"); and WHEREAS, pursuant to the Merger Agreement, each Affiliate received the number of Merger Shares that is set forth opposite such Affiliate's name on the signature page to this Agreement (collectively, the "Shares"); and WHEREAS, the Merger Shares have been registered on the S-4 Registration Statement for issuance pursuant to the Merger Agreement in accordance with Rule 145 ("Rule 145") promulgated by the Securities and Exchange Commission (the "Commission") under the Act, with the result that the Shares are eligible for resale by the Affiliates without registration under the Act in compliance with the conditions set forth in Rule 145(d); and WHEREAS, the Company has provided certain demand registration rights to the Affiliates with respect to the Shares, as described in the Merger Agreement, this Agreement and the Affiliate Letter delivered by each Affiliate pursuant to the Merger Agreement, to provide additional liquidity during the period that the conditions of Rule 145(d) continue to apply to the Shares; and WHEREAS, concurrently with the execution of this Agreement the Affiliates are exercising their demand registration rights and the Company has agreed to register the Shares for resale as described in this Agreement (the "Demand Registration"). NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: ARTICLE I DEFINITIONS In addition to the terms defined above, when used in this Agreement the following terms shall have the meanings specified: 1.1 "Exchange Act" shall have the meaning set forth in Section 2.3(a). 1.2 "Law" shall mean any federal, state, local or other law, rule, regulation or governmental requirement or restriction of any kind, including any rules, regulations or orders promulgated thereunder and any final orders, decrees, policies, consents or judgments of any regulatory agencies, courts or other Persons. 1 2 1.3 "Person" shall mean a natural person, corporation, trust, partnership, limited liability company, association, governmental entity, agency or branch or department thereof, or any other legal entity. 1.4 "Registration Expenses" shall have the meaning set forth in Section 2.5(a). 1.5 "Registration Shares" shall have the meanings set forth in Section 2.1(a). 1.6 "Registration Statement" shall mean, as the case may be, either a post-effective amendment on Form S-3 to the S-4 Registration Statement or a separate Form S-3 registration statement, each as described in Section 2.1(a)(i). 1.7 "Registration Term" shall have the meaning set forth in Section 2.3(f). ARTICLE II REGISTRATION RIGHTS 2.1 Demand Registration Rights. (a) Effecting the Registration. Promptly following execution of this Agreement, the Company shall use reasonable efforts to effect the Demand Registration with respect to all of the Shares (the "Registration Shares"), provided that: (i) the Company shall be required to effect the Demand Registration only if the Company is able to file a post-effective amendment on Form S-3 to the S-4 Registration Statement to include a reoffer prospectus covering resale of the Registration Shares or, alternatively, if Form S-3 under the Act (or any comparable short-form registration then in effect) is then available for use by the Company; (ii) the Demand Registration shall not be required to become effective at any time prior to the date the Company issues a public earnings release reporting earnings that include at least 30 days worth of results from the operations of the LRS business; and (iii) the Company's obligation to effect the Demand Registration pursuant to the provisions of this Agreement shall be deemed to have been satisfied if after the filing of the Registration Statement, the failure of such Registration Statement to become effective is due solely to the actions or inactions of the Affiliates or if, once effective, the effectiveness of the Registration Statement is withdrawn solely because of an Affiliate's actions or inactions. (b) Manner of Sale. The Registration Statement shall provide that the Registration Shares will be sold by the Affiliates only through routine brokerage transactions, to dealers or in negotiated transactions. (c) No Piggyback Registration. The Registration Statement shall not register any shares of Common Stock on behalf of any shareholders of the Company other than the Affiliates. 2.2 Indemnity. (a) Company Indemnification. The Company will indemnify and hold harmless each Affiliate and, if applicable, each director and officer of such Affiliate (and any Person who controls such Affiliate within the meaning of Section 15 of the Act) against all claims, losses, damages, liabilities, actions and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in the prospectus or in the related Registration Statement, or in any notification or the like, and from any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same may have been based on information furnished in 2 3 writing to the Company by such Affiliate expressly for use therein and used in accordance with such writing. The Company agrees to reimburse each indemnified Person for any legal or other expenses reasonably incurred in con nection with investigating or defending any such loss, claim, damage, liability, action or expense. (b) Affiliate Indemnification. Each Affiliate, by acceptance of the registration provisions provided herein, agrees to indemnify and hold harmless the Company, its officers and directors (and any Person who controls the Company within the meaning of Section 15 of the Act) against all claims, losses, damages, liabilities, actions and expenses resulting from any untrue statement or alleged untrue statement of a material fact furnished in writing to the Company by that Affiliate expressly for use in connection with the registration or qualification effected pursuant to this Agreement and used in accordance with such writing and from any omission therefrom or alleged omission therefrom of a material fact needed to be furnished in order to make the information that was furnished, in light of the circumstances, not misleading. Each Affiliate also agrees to reimburse each indemnified Person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, action or expense. Notwithstanding anything in the foregoing to the contrary, the aggregate amount for which each Affiliate may be liable pursuant to this Section 2.2(b) and Section 2.2(c) shall not exceed the net proceeds to such Affiliate resulting from the sale of such Affiliate's Registration Shares pursuant to the Registration Statement. (c) Contribution. In order to provide for just and equitable contribution in circumstances under which the indemnification provided for in Sections 2.2(a) and 2.2(b) is applicable but for any reason is held to be unenforceable, the indemnifying party shall contribute to the aggregate claims, losses, damages, liabilities, actions and expenses of the nature contemplated by such indemnity incurred by the indemnified party or parties in such proportion as is just and equitable, taking into account the relative fault of the parties, provided that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. (d) Notice. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which indemnification is sought and (ii) unless a conflict of interest exists between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to liability for any additional legal fees of the indemnified party or for any settlement made by the indemnified party without the indemnifying party's consent. An indemnifying party which is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. 2.3 Registration Covenants of the Company. The Company covenants and agrees that the Company will use reasonable efforts to effect the Demand Registration and cooperate in the sale of the Registration Shares to be registered and, until expiration of the Registration Term, to: (a) promptly prepare and file the Registration Statement (as well as any necessary amendments or supplements thereto) with the Commission and use reasonable efforts to cause such Registration Statement to become effective in accordance with Section 2.1(a)(ii); (b) furnish to the Affiliates sufficient copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents will be subject to the review of counsel for the Affiliates prior to the filing thereof; (c) notify the Affiliates, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement to any prospectus forming a part of the Registration Statement has been filed; (d) notify the Affiliates promptly of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information; 3 4 (e) advise the Affiliates after the Company shall receive notice or obtain knowledge thereof of the issuance of any order by the Commission suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (f) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until either the first anniversary of the execution of this Agreement or, if applicable, such shorter period of time which shall terminate (i) when all Shares covered by the Registration Statement have been sold, or (ii) on the date the resale restrictions applicable to the Shares pursuant to Rule 145(d) expire or are rescinded (the "Registration Term"); (g) furnish to the Affiliates such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus) and such other documents as the Affiliates may reasonably request in order to facilitate the disposition of the Registration Shares owned by the Affiliates; (h) assist the Affiliates in satisfying their prospectus delivery obligations by furnishing to any national securities exchange on which the Registration Shares are then listed copies of the prospectus and each amendment or supplement thereto in accordance with Rule 153 under the Act (or any comparable rule then in existence); (i) use reasonable efforts to register or qualify the Registration Shares under such securities or blue sky Laws of such jurisdictions as are mutually determined by the Company and the Affiliates and do any and all other acts and things which may be reasonably necessary or advisable to enable the Affiliates to consummate the disposition in such jurisdictions of the Registration Shares; provided that nothing herein shall require the Company to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction; (j) notify the Affiliates, at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the Registration Statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of an Affiliate, amend or supplement the Registration Statement so that the Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Affiliates acknowledge that any notice given by the Company hereunder may constitute material nonpublic information and that applicable securities Laws prohibit a Person who has material nonpublic information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances where it is reasonably foreseeable that such Person is likely to purchase or sell such securities; (k) cause all Registration Shares to continue to be listed on each securities exchange on which similar securities issued by the Company are then listed; (l) ensure the continued availability of a transfer agent and registrar for all Registration Shares; (m) make available for inspection by each Affiliate and any attorney, accountant or other agent retained by such Affiliate, subject to the Company's receipt of acceptable confidentiality agreements from the recipients thereof, such financial and other records, pertinent corporate documents and other properties and personnel of the Company as may be reasonably requested in connection with the Registration Statement; and (n) use its best efforts to timely file with the Commission all of the reports it is required to file under the Exchange Act as a prerequisite to availability of Form S-3. 4 5 2.4 Registration Covenants of the Affiliates. In consideration of the benefits accruing to them pursuant to this Agreement and in addition to their other obligations set forth in this Agreement, each Affiliate covenants and agrees to: (a) cooperate with the Company, its counsel, advisors and other representatives, and comply with all applicable provisions of Law (including without limitation the prospectus delivery requirements of the Act and Rule 10b-5 and Regulation M under the Securities Exchange Act of 1934, as amended) in connection with any registration effected pursuant to the provisions of this Agreement; (b) promptly provide to the Company, in writing, such information as the Company or its counsel deems necessary or appropriate for inclusion in the Registration Statement, which information, when given, shall be true and correct in all material respects and shall not omit any information necessary to make the information furnished not misleading; (c) refrain from transferring, by any means, ownership of or any other interest in the Shares prior to the earnings release date identified in Section 2.1(a)(ii) above; (d) execute all questionnaires, powers of attorney or other documents as the Company may reasonably request; (e) discontinue sales of Registration Shares upon notification of any stop order or suspension of the effectiveness of the Registration Statement; (f) notify the Company immediately upon any material change in the plan of distribution or other information concerning such Person described in the prospectus; (g) discontinue sales of Registration Shares and use of the related prospectus following notification by the Company that the Registration Statement must be amended or supplemented; (h) not use any prospectus other than the most recent prospectus related to the Registration Statement; and (i) upon presentation of a stock certificate representing Registration Shares sold under the Registration Statement, certify that the sale was made in accordance with the terms hereof and the plan of distribution described in the Registration Statement. In the event that any Affiliate fails to comply in any material respect with its obligations pursuant to Sections 2.4(a) through (d), any Shares held by such Affiliate may be excluded from the Registration Statement and all of such Affiliate's rights pursuant to this Agreement shall terminate. In the event that any Affiliate fails to comply in any material respect with its obligations pursuant to Sections 2.4(e) through (i), all of such Affiliate's rights pursuant to this Agreement shall terminate other than with respect to Registration Shares then registered on a Registration Statement. 2.5 Expenses. (a) General. All expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky Laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne by the Company. In addition, the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties). (b) Affiliates' Counsel. The Company will reimburse the Affiliates for the reasonable fees and disbursements of one counsel mutually chosen by the Affiliates in connection with the Demand Registration. 5 6 (c) Other. To the extent Registration Expenses are not required to be paid by the Company, each Affiliate will pay those Registration Expenses which are allocable to the registration of such Affiliate's securities included in the Registration Statement, and any Registration Expenses not so allocable will be borne by all of the Affiliates in proportion to the aggregate selling price of the securities to be registered. 2.6 S-3 Qualification. The Company hereby represents and warrants to the Affiliates that, as of the date of this Agreement, it has reasonable grounds to believe that it meets all of the requirements for filing a registration statement on Form S-3. ARTICLE III MISCELLANEOUS 3.1 Survival. All agreements, representations and warranties made in this Agreement or in any document delivered pursuant to this Agreement shall survive the execution of this Agreement, the delivery of any such document and the sale of Shares pursuant to the Registration Statement. 3.2 Governing Law. This Agreement and the other documents issued pursuant to this Agreement shall be governed by the Laws of the State of Wisconsin. 3.3 Counterparts; Headings. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. The Article and Section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof. 3.4 Entire Agreement. This Agreement, the Affiliate Letters delivered pursuant to the Merger Agreement and the other documents referred to herein and therein contain the entire understanding of the parties with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants or undertakings concerning such subject matter other than those expressly set forth in this Agreement and such Affiliate Letters. This Agreement and the Affiliate Letters supersede all prior negotiations, agreements and undertakings between the parties with respect to such subject matter. 3.5 Notices. All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given at the earlier of the date when actually delivered to a Person by personal delivery, commercial courier or telephonic facsimile transmission accompanied by a telephonic facsimile receipt and followed by hard copy by United States mail, or three (3) days after being deposited in the United States mail, certified or registered mail, postage prepaid, return receipt requested, and addressed as follows, unless and until any of such parties notifies the others in accordance with this Section of a change of address: If to the Company: Sybron International Corporation Attention: R. Jeffrey Harris, Esq. 411 East Wisconsin Avenue Suite 2400 Milwaukee WI 53202 Fax No. 414/390-5476 6 7 with a copy to (which copy shall not be deemed notice to the Company): Quarles & Brady Attention: Kathryn M. Coates, Esq. 411 East Wisconsin Avenue Milwaukee, WI 53202 Fax No. 414/271-3552 If to an Affiliate: To the address of such Affiliate set forth for such Affiliate on the signature page to this Agreement. 3.6 Amendments; Successors and Assigns. This Agreement may be amended if such amendment is in writing and is signed by the Company and Affiliates who own at least two-thirds (2/3s) of the Shares then owned by all Affiliates. This Agreement may be assigned by an Affiliate only with the prior written consent of the Company (which consent shall not be unreasonably withheld). This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 3.7 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 3.8 Interpretation. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words indicating a gender shall extend to and include all genders. In addition, any reference to a "Section" herein shall be a reference to such Section of this Agreement unless otherwise indicated. * * * 7 8 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the day and year first above written. SYBRON INTERNATIONAL CORPORATION By: /s/R. Jeffrey Harris --------------------------------------- R. Jeffrey Harris, Vice President - General Counsel and Secretary AFFILIATES: No. of Shares Received Pursuant to the Merger Agreement: ---------------- /s/William Crouse 100,630 - ---------------------------------------- ------- William Crouse c/o HealthCare Ventures 44 Nassau Street Princeton, New Jersey 08542 Fax No.: ----------------- /s/Gordie Nye 84,003 - ---------------------------------------- ------ Gordie Nye 7908 Lowry Terrace La Jolla, California 92037 Fax No.:(619) 459-4563 -------------- /s/Kenneth Rainin 1,114,309 - ---------------------------------------- --------- Kenneth Rainin c/o Rainin Instrument Co. 5400 Hollis Street Emeryville, California 94608 Fax No.:(510) 652-5865 -------------- /s/Robert B. Stockman 294,013 - ---------------------------------------- ------- Robert B. Stockman c/o Johnston Associates, Inc. 181 Cherry Valley Road Princeton, New Jersey 08540 Fax No.:(609) 683-7524 -------------- 8 9 /s/Andrew J. Futey 25,510 - ---------------------------------------- ------ Andrew J. Futey 11416 Caminito Corriente San Diego, California 92128 Fax No.:(619) 635-7666 -------------- /s/Charles Madsen 15,854 - ---------------------------------------- ------ Charles Madsen 1535 Laburnum Road Hoffman Estates, Illinois 60195 Fax No.:(847) 358-7428 -------------- /s/David J. Milner 14,622 - ---------------------------------------- ------ David J. Milner 17207 North Woodson Court Ramona, California 92065 Fax No.:(619) 635-7668 -------------- /s/Michael P. Oliver 9,748 - ---------------------------------------- ----- Michael P. Oliver 12433 Rue Fountainbleau San Diego, California 92131 Fax No.: ----------------- /s/Richard Poinsett 4,874 - ---------------------------------------- ----- Richard Poinsett 11067 Ipai Court San Diego, California 92127 Fax No.: ----------------- LIBERTY PARTNERS HOLDINGS 5, L.L.C. By: /s/Michael J. Kluger 1,075,719 ------------------------------------ --------- Name: Michael J. Kluger ----------------------------- Title: Managing Director ----------------------------- 1177 Avenue of the Americas New York, New York 10036 Attn: Michael J. Kluger Fax No.:(212) 354-0336 -------------- 9 10 STATE BOARD OF ADMINISTRATION OF FLORIDA By: /s/Michael J. Kluger 151,965 ------------------------------------ ------- Name: Michael J. Kluger ----------------------------- Title: Managing Director ----------------------------- c/o Liberty Capital Partners, Inc. 1177 Avenue of the Americas New York, New York 10036 Attn: Michael J. Kluger Fax No.:(212) 354-0336 -------------- 10 EX-99.2 4 ESCROW AGREEMENT 1 EXHIBIT 99.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is entered into this 9th day of April, 1998, by and among SYBRON INTERNATIONAL CORPORATION ("SYBRON"), STATE STREET BANK AND TRUST COMPANY (the "Escrow Agent"), MICHAEL KLUGER, GORDON NYE and KENNETH RAININ (collectively, the "LRS Representatives"), and each of the HOLDBACK PARTICIPANTS identified on SCHEDULE I. WHEREAS, simultaneously with the execution and delivery hereof, SYBRON, Normandy Acquisition Co. ("ACQUISITION"), LRS Acquisition Corp. ("LRS") and Liberty Partners Holdings 5, L.L.C. ("Liberty") are consummating the transactions described in an Agreement and Plan of Reorganization dated as of January 23, 1998 (the "Agreement"), pursuant to which, among other things, each share of the issued and outstanding capital stock of LRS, an outstanding warrant held by Liberty to purchase LRS capital stock and certain outstanding options for such capital stock was converted into or exchanged for common stock, par value $0.01 per share, of SYBRON ("Common Stock") registered under the Securities Act of 1933, resulting in the issuance of an aggregate of 3,215,982 shares of Common Stock (the "Merger Shares"); and WHEREAS, the Agreement contemplates delivery by the LRS Warrantholder and certain LRS Stockholders and LRS Optionholders, each identified on SCHEDULE I hereto (each, a "Holdback Participant"), of a portion of the Merger Shares received by such Holdback Participant, as identified on SCHEDULE I hereto, to the Escrow Agent at the Closing as described herein, to be held by the Escrow Agent in accordance with the terms hereof; NOW, THEREFORE, the parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. 2. APPOINTMENT AND ACCEPTANCE. SYBRON, the LRS Representatives and the Holdback Participants hereby constitute and appoint the Escrow Agent as, and the Escrow Agent hereby agrees to assume and perform the duties of, the Escrow Agent under and pursuant to this Escrow Agreement. Furthermore, the Holdback Participants hereby authorize the LRS Representatives to act on their behalf as described in this Escrow Agreement, including without limitation pursuant to Section 20. Upon execution of this Escrow Agreement (and in any event prior to the investment of funds), the LRS Representatives agree to obtain from each of the Holdback Participants and deliver to the Escrow Agent a fully executed Internal Revenue Service Form W-9. The parties hereto understand that, in the event their tax identification numbers are not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Deposit. The parties hereto agree that, for tax reporting purposes, all interest or other income earned from the investment of the Escrow Fund (including any Dispute Fund and any Reserved Amount, each as defined below, which are part of the Escrow Fund) shall be allocable to the Holdback Participants in accordance with their percentages set forth on SCHEDULE I. 3. ESTABLISHMENT OF ESCROW FUND. (a) Immediately upon the execution of this Escrow Agreement, the Escrow Agent shall establish an escrow account (the "Escrow Account") into and from which certain deposits and/or disbursements shall be made pursuant to the terms of this Agreement. (b) In accordance with the terms of Section 2.8(f) of the Agreement, there hereby is deposited (the "Escrow Deposit"), on behalf of and at the direction of the Holdback Participants, into the Escrow Account certificates representing Merger Shares (the "Escrow Shares") together with a separate stock power for each such certificate executed in blank by the record holder thereof, receipt of which is hereby acknowledged by the Escrow Agent. The number of Escrow Shares deposited by each Holdback Participant is set forth on SCHEDULE I hereto. From and after the date hereof, the term "Escrow Fund" means the Escrow Deposit less any distributions therefrom made in accordance 1 2 with the provisions of this Escrow Agreement, plus any additions thereto resulting from any stock split or stock dividend paid on the Escrow Shares and delivered to the Escrow Agent and the proceeds from any sale of Merger Shares as described in Section 20. All such distributions and additions shall be allocable to the Holdback Participants in accordance with their percentages set forth on SCHEDULE I. In particular, and not in limitation of the foregoing, the Escrow Fund shall include any property held in a Dispute Fund and any Reserved Amount (each as defined below). 4. DISPOSITION OF ESCROW FUND. SYBRON and the LRS Representatives hereby instruct the Escrow Agent, and the Escrow Agent hereby agrees, to hold, invest and dispose of the Escrow Fund and any interest and other income received from the investment or reinvestment of the Escrow Fund, including any cash dividends received with respect to shares held therein (collectively, the "Interest"), in accordance with and subject to the terms, conditions, limitations and restrictions contained in this Escrow Agreement. 5. INVESTMENT. The Escrow Agent shall invest and reinvest any cash funds from time to time comprising part of the Escrow Fund and all Interest in SSgA U.S. Treasury Money Market Funds. In no event shall the Escrow Agent have any liability under this Escrow Agreement for investment losses incurred on any investment or reinvestment made in accordance with the terms of this Escrow Agreement. 6. CHARGES AGAINST ESCROW DEPOSIT. (a) The Escrow Fund has been established for the purposes of securing and providing a source for satisfying the indemnification rights of SYBRON and the Surviving Corporation pursuant to Section 10.3 of the Agreement. In the event that, and from time to time as, SYBRON, the Surviving Corporation or, with respect to defense costs permitted to be recovered from the Escrow Fund pursuant to Section 10.3 of the Agreement, the LRS Representatives (any of such parties hereinafter also referred to as the "Claimant") is entitled to amounts pursuant to Section 10.3 of the Agreement (an "Indemnification Claim"), the Claimant shall promptly provide written notice (which notice shall set forth with reasonable specificity the basis for the Indemnification Claim and the amount of the Indemnification Claim (the "Claimed Amount")) thereof to the Escrow Agent and, if the Claimant is SYBRON or the Surviving Corporation, to the LRS Representatives (collectively, an "Other Party" for purposes hereof) or, if the Claimant is the LRS Representatives, to SYBRON and the Surviving Corporation (collectively, an "Other Party" for purposes hereof). (b) Unless it receives a timely Objection Notice pursuant to Section 7 from the Other Party, at the end of the time period set forth in such Section 7 for the giving of an Objection Notice, the Escrow Agent shall disburse to the Claimant out of the Escrow Fund the Claimed Amount. The LRS Representatives shall have the right to designate whether the Claimed Amount is satisfied with cash contained in the Escrow Fund, Merger Shares or a combination of cash and Merger Shares, provided notice of such designation is given to the Escrow Agent and SYBRON no later than 5:00 p.m., Eastern Time, on the fifth business day following expiration of the time period set forth in Section 7 for the giving of an Objection Notice. If no such designation is made, the manner in which the Claimed Amount is satisfied from the Escrow Fund shall be at the discretion of the Escrow Agent. Any disbursement of Escrow Shares to the Claimant as described herein shall be accomplished by delivery of the certificates representing the Escrow Shares to BankBoston, N.A., the transfer agent for the Escrow Shares, with instructions to transfer and deliver to the Claimant a stock certificate evidencing the requisite number of shares to be released to the Claimant, with certificates representing the balance to be returned to the Escrow Agent. The Holdback Participants agree to take all actions necessary to cause such transfer agent to so transfer the Escrow Shares. (c) If the Escrow Agent receives a timely Objection Notice pursuant to Section 7 from the Other Party, then the disbursement of the Escrow Fund shall be governed by the procedures set forth in Sections 7 and 8 hereof. 7. DISPUTE OF INDEMNIFICATION CLAIM AGAINST ESCROW FUND. (a) The Other Party shall have the right to dispute any Indemnification Claim within the thirty (30) calendar day period following delivery of notice of the Indemnification Claim to the Escrow Agent by delivering to the Escrow Agent and the Claimant written notice that the Indemnification Claim is being disputed. Such notice shall include the basis, with reasonable specificity, of the objection and identification of the portion, if any, of the Claimed Amount to which the Other Party has no objection and which may be released to the Claimant. 2 3 (b) Upon timely receipt of an Objection Notice, the Escrow Agent shall reserve against the Escrow Fund an amount equal to the Claimed Amount (less any portion thereof released as described in Section 7(a)) and place the amount so reserved in a separate account (such amount so reserved and placed in a separate account being called a "Dispute Fund"). Any Merger Shares reserved as part of the Dispute Fund (and for all other purposes of this Escrow Agreement other than a sale pursuant to Section 20) shall be valued at $27.1042 (the Average Sybron Stock Price) and such reservation may be accomplished without an actual transfer of share certificates but by an appropriate entry in the Escrow Agent's records (pending resolution of the Indemnification Claim). The LRS Representatives shall have the right to designate whether such reserved amount (and the portion of the Claimed Amount which may be released in accordance with Section 7(a)) is satisfied with cash contained in the Escrow Fund, Merger Shares or a combination of cash and Merger Shares, provided notice of such designation is given to the Escrow Agent and SYBRON no later than 5:00 p.m., Eastern Time, on the fifth business day following the Escrow Agent's receipt of the Objection Notice. If no such designation is made, the manner in which the reserved amount (or released amount, if applicable) is satisfied from the Escrow Fund shall be at the discretion of the Escrow Agent. The disbursement of any released portion of the Claimed Amount (as described in Section 7(a)) to be satisfied with Escrow Shares shall be accomplished in the same manner as set forth in Section 6(b). (c) A Dispute Fund shall continue to be held hereunder by the Escrow Agent pursuant to the terms hereof until the earlier of: (i) the receipt by the Escrow Agent of joint written instructions from the Claimant and the Other Party, in which case the Escrow Agent shall promptly follow the instructions therein; or (ii) the receipt by the Escrow Agent, with a copy to all other interested parties under this Escrow Agreement, of a certified copy of a Final Judgment (as hereinafter defined) with respect to the Indemnification Claim and the Dispute Fund by a court of competent jurisdiction, together with a notarized affidavit (made under penalties of perjury) from the delivering party which states that the order delivered to the Escrow Agent is a Final Judgment (as hereinafter defined), in which case the Escrow Agent shall promptly proceed in accordance with the Final Judgment. An order shall be deemed final (a "Final Judgment") upon (A) the expiration of the time allowed for appeal without either the Claimant or the Other Party having appealed such order, or (B) entry of such final order if no right of appeal exists or such appeal shall have been finally determined. 8. TERMINATION; RELEASE OF ESCROW FUND. The Escrow Fund shall terminate (the "Escrow Fund Termination Date") on the earlier to occur of: (i) the date that the first audit of SYBRON's financial statements following the execution of this Escrow Agreement is completed (which date shall be certified to the Escrow Agent by SYBRON), or (2) the date which is one (1) year following execution of this Escrow Agreement; except with respect to (A) any Dispute Funds then existing and (B) any Indemnification Claims made pursuant to Section 6 which have not yet been paid in accordance with the provisions of Section 6 or for which the time period for the giving of an Objection Notice in accordance with the provisions of Section 7 has not yet expired (the "Reserved Amounts"). The Escrow Agent shall on the business day next succeeding the Escrow Fund Termination Date disburse to the Holdback Participants pursuant to the guidelines set forth in SCHEDULE II and in accordance with their percentages set forth on SCHEDULE I the property then remaining in the Escrow Fund, less the Reserved Amounts, along with all of the Interest, if any. The Dispute Funds and Reserved Amounts shall continue to be held hereunder by the Escrow Agent pursuant to the terms hereof, and this Escrow Agreement shall continue in full force and effect, until each Indemnification Claim is paid and/or each dispute with respect thereto has been resolved in accordance with the provisions of Section 7 and the Escrow Agent has disbursed such Dispute Funds and Reserved Amounts in accordance with the terms of Sections 6 or 7 above. Upon disbursement of the last of the Dispute Funds and Reserved Amounts, the Escrow Agent shall disburse to the Holdback Participants pursuant to the guidelines set forth on SCHEDULE II and in accordance with their percentages set forth on SCHEDULE I any Interest earned since the Escrow Fund Termination Date on such Dispute Funds and Reserved Amounts. 9. PERFORMANCE BY THE ESCROW AGENT. The Escrow Agent may seek advice from counsel of its choice (other than counsel for SYBRON or any Holdback Participant but including any in-house counsel employed by the Escrow Agent) and may rely upon such advice as it thereupon receives in writing, or it may act or refrain from acting in accordance with its best judgment and shall not, as a result thereof, be liable to any party to this Escrow Agreement except for willful misconduct, gross negligence, willful violation of this Escrow Agreement or willful violation of applicable law. The Escrow Agent (i) shall not be responsible for any of the other agreements referred to herein and 3 4 shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement; (ii) shall not be responsible for any aspect of a sale of Escrow Shares as set forth in Section 20 from the time of its release of such Escrow Shares in accordance with instructions contained in the relevant Sale Notice (as defined in Section 20) to the time of its receipt of sale proceeds resulting from any such sale, including without limitation the adequacy of any purchase price received upon any such sale; and (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification. 10. RESPONSIBILITY OF THE ESCROW AGENT. (a) The Escrow Agent, as such, shall not be responsible or liable to any person, whether or not a party to this Escrow Agreement, for any act or omission of any kind so long as it has acted in good faith upon the instructions herein contained or upon the instructions hereafter delivered to it as contemplated by this Escrow Agreement or upon advice of counsel as provided in Section 9. To the extent that the Escrow Agent incurs any loss or liability (including reasonable attorneys' fees and expenses resulting from any such act or omission or arising out of or in connection with this Escrow Agreement or administration of its duties hereunder), SYBRON and the Holdback Participants shall jointly and severally indemnify the Escrow Agent therefor, unless the loss or liability resulted from the Escrow Agent's willful misconduct, gross negligence, willful violation of this Escrow Agreement or willful violation of applicable law. (b) With respect to their respective obligations to indemnify the Escrow Agent hereunder, SYBRON and the Holdback Participants expressly reserve all of their rights as against each other to seek contribution, reimbursement or any other appropriate relief. (c) The Escrow Agent may rely and act upon any certificate or other document conforming to the applicable provisions hereof and reasonably believed by it to be genuine and to have been signed by the proper party, including without limitation any Sale Notice received by it pursuant to Section 20. All persons shall be conclusively bound as against the Escrow Agent by any payment or release of the Escrow Fund pursuant to, and in conformity with, the terms of this Escrow Agreement. (d) SYBRON and the Holdback Participants jointly and severally agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of the Escrow Fund under this Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent in connection with any such payment or other activities under this Escrow Agreement. SYBRON and the Holdback Participants undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Escrow Agreement insofar as such items relate to the maintenance and release of the Escrow Fund. SYBRON and the Holdback Participants jointly and severally agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withhold or deduct the same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arise out of this Escrow Agreement insofar as they relate to the maintenance and release of the Escrow Fund, including costs and expenses (including reasonable legal fees and expenses), interest and penalties, unless such liability results from the Escrow Agent's willful misconduct, gross negligence, willful violation of this Escrow Agreement or willful violation of applicable law. In no event shall the Escrow Agent be responsible for indirect, consequential or special damages. (e) The foregoing indemnities set forth in this Section 10 and the obligations set forth in Section 12 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository or subescrow agent employed by the Escrow Agent than any such book-entry depository or subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository or subescrow agent was caused by the Escrow Agent's own gross negligence, bad faith or willful misconduct. 4 5 11. RESIGNATION OF THE ESCROW AGENT. The Escrow Agent may at any time resign by giving thirty (30) days written notice of resignation to SYBRON and the LRS Representatives. In such event SYBRON and the LRS Representatives shall appoint a successor escrow agent to be effective on the effective date of the aforesaid resignation. If no successor escrow agent is named by SYBRON and the LRS Representatives, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent. All right, title and interest to the Escrow Fund and any Interest, and any proceeds thereof, shall be transferred to the successor escrow agent and this Escrow Agreement shall be assigned to such successor escrow agent, and the resigning Escrow Agent shall thereupon be released from further obligations hereunder. 12. DISCHARGE OF THE ESCROW AGENT. The Escrow Agent agrees that SYBRON and the LRS Representatives may, by mutual written agreement at any time upon thirty (30) days written notice, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof and payment of any accrued but unpaid fees or expenses due the Escrow Agent, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder. 13. EXPENSES. The Escrow Agent shall be entitled to fees for its services hereunder and expenses payable in accordance with SCHEDULE III attached hereto, including legal fees incurred in connection with the preparation of this Escrow Agreement and the preparation of any amendment hereto in an amount not to exceed the limit set forth on SCHEDULE III. Such expenses shall not include any expenses incurred by the Escrow Agent with respect to its retention of any book-entry depository or subescrow agent. All charges and expenses of the Escrow Agent under this Escrow Agreement shall be borne one-half by SYBRON and one-half by the Holdback Participants (allocated among such Holdback Participants based on their respective percentages set forth on SCHEDULE I); except that the Holdback Participants shall be solely responsible for all transaction fees and charges incurred in connection with any sale of Escrow Shares as described in Section 20. In the event that the Escrow Agent is authorized to make a cash disbursement to any party pursuant to and in accordance with the terms of this Escrow Agreement, and fees and expenses are then due from and payable by such party to the Escrow Agent pursuant to the terms of this Escrow Agreement, the Escrow Agent is hereby authorized to offset such amounts due and payable to it against the disbursement to such party. 14. NOTICES. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given on the day actually delivered when delivered personally, by commercial courier or by a telephonic facsimile transmission and followed by hard copy sent by United States mail, or three (3) days after being deposited in the United States mail, certified or registered mail, postage prepaid, return receipt requested, and in each case addressed as follows, unless and until any of such parties notifies the others in accordance with this Section of a change of address: If to the LRS Representatives: Michael Kluger c/o Liberty Capital Partners, Inc. 1177 Avenue of the Americas New York, New York 10036 Fax No. 212-354-0336 Gordon Nye 7908 Lowry Terrace La Jolla, California 92037 Fax No. 619-652-5865 Kenneth Rainin c/o Rainin Instrument Co. 5400 Hollis Street Emeryville, California 94608 Fax No. 510-652-6865 5 6 With a copy to (which copy shall not constitute notice to any LRS Representative): Kirkland & Ellis Attn: Edward T. Swan, Esq. 200 East Randolph Drive Chicago IL 60601 Fax No. 312/861-2200 If to the Holdback Participants: To the addresses set forth on SCHEDULE II. With a copy to (which copy shall not constitute notice to any Holdback Participant): Kirkland & Ellis Attn: Edward T. Swan, Esq. 200 East Randolph Drive Chicago IL 60601 Fax No. 312/861-2200 If to SYBRON or the Surviving Sybron International Corporation Corporation: Attn: R. Jeffrey Harris, Esq. 411 East Wisconsin Avenue 24th Floor Milwaukee WI 53202 Fax No. 414/390-5479 With a copy to (which copy shall not constitute notice to SYBRON or the Surviving Corporation): Quarles & Brady Attn: Kathryn M. Coates, Esq. 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Fax No. 414-277-5237 If to the Escrow Agent: State Street Bank and Trust Company Attn: Corporate Trust Department Two International Place Fourth Floor Boston, Massachusetts 02110 Fax No. 617-664-5365 15. GOVERNING AGREEMENT; AMENDMENTS. The Escrow Agent hereby acknowledges receipt of a copy of the Agreement, but except for reference thereto for definitions of certain words and terms not defined herein, the Escrow Agent is not charged with any duty or obligation arising under the Agreement and the responsibilities and duties of the Escrow Agent shall be governed by this Escrow Agreement. As between the Escrow Agent, on the one hand, and the other parties hereto, on the other hand, this Escrow Agreement constitutes the entire agreement with respect to the subject matter herein. As between the other parties hereto, this Escrow Agreement shall govern to the extent of any conflict between it and the Agreement or any other agreement or writing, unless otherwise provided herein. No change in, addition to, or waiver of the terms and conditions hereof shall be binding upon any of the parties hereto unless approved in writing by the other parties hereto. 6 7 16. BINDING EFFECT. This Escrow Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, assigns and legal representatives. No party hereto may assign any of its rights, interests or obligations hereunder without the consent of the other parties hereto. 17. APPLICABLE LAW. This Escrow Agreement shall be governed by and construed as to validity, enforcement, interpretation, construction, effect and in all other respects in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Wisconsin applicable to contracts made in that State. 18. COUNTERPARTS. This Escrow Agreement may be executed in two or more counterparts, each of which is an original but all of which together shall constitute one and the same instrument. Delivery of this Escrow Agreement may be accomplished by facsimile. 19. INTERPRETATION. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Escrow Agreement. Unless specifically identified as a reference to another document, any reference to a "Section" herein shall be deemed to be a reference to such Section of this Escrow Agreement. Whenever the terms hereof call for any notice, payment or other action on a day which is not a business day, such payment or action may be taken, or such notice given, as the case may be, on the next succeeding business day. As used herein, "business day" shall mean any day other than a Saturday or Sunday, or any other day on which the Escrow Agent is closed for business. 20. RIGHTS AS SHAREHOLDERS. Other than as specifically set forth herein, the Holdback Participants shall be entitled to exercise all rights they may otherwise have as the record holders of the Escrow Shares, including without limitation the right to vote and sell the Escrow Shares. The LRS Representatives shall have the right, in their sole discretion, to obtain the release of all or any portion of the Escrow Shares then held as part of the Escrow Fund so that such shares may be sold; provided that such sale may only be accomplished in accordance with the provisions of the Affiliate Letters and the Registration Rights Agreement (each as defined in and executed pursuant to the Agreement); provided further that any such sale shall involve a sale of Escrow Shares by all Holdback Participants, to be allocated among such Holdback Participants in accordance with their respective percentages set forth on SCHEDULE I; and provided further that all proceeds from a sale of Escrow Shares as described herein shall be promptly deposited upon receipt thereof by the Escrow Agent into the Escrow Account to be held as part of the Escrow Fund in accordance with the provisions of this Escrow Agreement. The Escrow Agent agrees (i) to release (prior to the receipt of any sale proceeds) any Escrow Shares (and the accompanying blank stock power(s)) proposed to be sold upon its receipt of written notice of the intended sale (a "Sale Notice") from the LRS Representatives, which notice shall be provided at least five (5) days prior to the proposed release date of the Escrow Shares and shall specify the number of shares to be released and appropriate delivery instructions with respect thereto, (ii) to cooperate with the LRS Representatives in their dealings with SYBRON's transfer agent in order to obtain new certificates representing Escrow Shares not sold as described herein, and (iii) to accept the proceeds from any sale of Escrow Shares as described in Section 3(b). Upon the giving of any Sale Notice to the Escrow Agent, the LRS Representatives shall provide a copy thereof to SYBRON. 21. ACTION BY LRS REPRESENTATIVES. At any time any action is required or permitted to be taken by the LRS Representatives pursuant to the provisions of this Escrow Agreement, including without limitation the execution of any document or instrument, such action shall be deemed to have been taken if at least two (2) of the three (3) LRS Representatives so act. 22. DISPUTE RESOLUTION. It is understood and agreed that should any dispute arise with respect to the delivery, ownership, right of possession, and/or disposition of the Escrow Fund (including any Dispute Fund or Reserved Amount), or should any claim be made upon such Escrow Fund by a third party, the Escrow Agent, upon receipt of written notice of such dispute or claim by the parties hereto or by a third party, is authorized and directed to retain in its possession without liability to anyone, all or any of said Escrow Fund until such dispute shall have been settled either by the mutual written agreement of the parties involved or by a Final Judgment. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Fund (including any Dispute Fund or Reserved Amount). 7 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first above written. SYBRON INTERNATIONAL CORPORATION By: /s/Dennis Brown ----------------------------------------------- Name: Dennis Brown ------------------------------------------- Title: Vice President-Finance ------------------------------------------- /s/Michael J. Kluger --------------------------------------------------- Michael Kluger, as an LRS Representative /s/Gordie Nye --------------------------------------------------- Gordon Nye, as a Holdback Participant and an LRS Representative /s/Kenneth Rainin --------------------------------------------------- Kenneth Rainin, as a Holdback Participant and an LRS Representative STATE STREET BANK AND TRUST COMPANY By: /s/Patrick E. Thebado ----------------------------------------------- Name: Patrick E. Thebado --------------------------------------------- Title: Assistant Vice President -------------------------------------------- LIBERTY PARTNERS HOLDINGS 5, L.L.C. By: /s/Michael J. Kluger ----------------------------------------------- Name: Michael J. Kluger --------------------------------------------- Title: Managing Director -------------------------------------------- /s/Robert B. Stockman --------------------------------------------------- Robert B. Stockman, as a Holdback Participant /s/Robert F. Johnston --------------------------------------------------- Robert F. Johnston, as a Holdback Participant /s/William W. Crouse --------------------------------------------------- William W. Crouse, as a Holdback Participant 8 9 /s/Joseph Mandato --------------------------------------------------- Joseph Mandato, as a Holdback Participant /s/Edward P. Weinsoff --------------------------------------------------- Edward P. Weinsoff, as a Holdback Participant /s/Andrew J. Futey --------------------------------------------------- Andrew J. Futey, as a Holdback Participant /s/Charles Madsen --------------------------------------------------- Charles Madsen, as a Holdback Participant /s/David J. Milner --------------------------------------------------- David J. Milner, as a Holdback Participant /s/Michael P. Oliver --------------------------------------------------- Michael P. Oliver, as a Holdback Participant /s/Richard Poinsett 4-6-98 --------------------------------------------------- Richard Poinsett STATE BOARD OF ADMINISTRATION OF FLORIDA By: /s/Michael J. Kluger ----------------------------------------------- Name: Michael J. Kluger --------------------------------------------- Title: Managing Director -------------------------------------------- 9 10 SCHEDULE I ESCROW DEPOSIT [ATTACHED] 10 11 HOLDBACK SHARES 2.8(b)(ii) $6,300,000 divided by $27.1042 = 232,436
- ------------------------------------------------------------------------------------------------------------ Name of Share Holdback Holdback Participant Entitlement Percentage Allocation - ------------------------------------------------------------------------------------------------------------ Liberty Partners Holdings 5 LLC 1,075,719.70 34.68 80,609 Kenneth Rainin 1,114,309.06 35.94 83,538 Robert B. Stockman 294,013.64 9.48 22,035 Robert F. Johnston 98,004.55 3.16 7,345 William W. Crouse 100,630.98 3.24 7,531 Gordon Nye 84,003.90 2.71 6,299 Joseph Mandato 98,097.17 3.16 7,345 Edward P. Weinsoff 14,000.65 0.45 1,045 Andrew J. Futey 25,510.10 0.82 1,906 Charles Madsen 15,854.13 0.51 1,185 David J. Milner 14,622.62 0.47 1,092 Michael P. Oliver 9,748.42 0.31 721 Richard Poinsett 4,874.21 0.16 372 State Board of Adm. of Florida 151,965.78 4.91 11,413 ---------- ---- ------ 3,101,354.91 100% 232,436 ============ ==== =======
11 12 SCHEDULE II GUIDELINES FOR DISBURSEMENTS FROM THE ESCROW DEPOSIT TO THE HOLDBACK PARTICIPANTS Prior to termination of the Escrow Fund, each Holdback Participant shall submit payment and/or delivery instructions to the Escrow Agent. The address and/or fax number for each Holdback Participant as of the date of the Escrow Agreement is as indicated below: Gordon Nye Kenneth Rainin 7908 Lowry Terrace c/o Rainin Instrument Co. La Jolla CA 92037 5400 Hollis Street Fax No. 619-459-4563 Emeryville CA 94608 Fax No.: 510-652-5865 Liberty Partners Holdings 5, L.L.C. Michael P. Oliver 1177 Avenue of the Americas 12433 Rue Fountainbleau New York NY 10036 San Diego CA 92131 Attn: Michael J. Kluger Fax No. 212-354-0336 Richard Poinsett 11067 Ipai Court Robert B. Stockman San Diego CA 92127 c/o Johnston Associates, Inc. 181 Cherry Valley Road State Board of Princeton NJ 08540 Administration of Florida Fax No. 609-683-7524 c/o Liberty Capital Partners, Inc. William W. Crouse 1177 Avenue of the Americ c/o HealthCare Ventures New York NY 10036 44 Nassau Street Attn: Michael J. Kluger Princeton NJ 08542 Fax No. 212-354-0336 Andrew J. Futey Robert F. Johnston 11416 Caminito Corriente Johnston Associates, Inc. San Diego, CA 92128 181 Cherry Valley Road Fax No. 619-635-7666 Princeton NJ 08540 Fax No. 609-683-7524 Charles Madsen 1535 Laburnum Road Joseph Mandato Hoffman Estates, IL 60195 Araxsys, Inc. Fax No. 847-358-7428 200 Penobscot Drive Redwood City CA 94603 David J. Milner 17207 North Woodson Court Edward P. Weinsoff Ramona CA 92065 c/o Rainin Instrument Co. Fax No. 619-635-7668 5400 Hollis Street Emeryville CA 94608 Fax No. 510-652-5865 -----END PRIVACY-ENHANCED MESSAGE-----