-----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, DFmoqfkT2wmwTvJZEmvCZ/ImBTSs5xZqo6QePPyBzr3bKGYWTt7ssJ5AP9LhPew0 VoVwORJ0oysNDgKzDk4oiA== 0000009892-95-000019.txt : 19951004 0000009892-95-000019.hdr.sgml : 19951004 ACCESSION NUMBER: 0000009892-95-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951003 EFFECTIVENESS DATE: 19951022 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63147 FILM NUMBER: 95578315 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 S-8 1 As filed with the Securities and Exchange Commission on October 3, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 C. R. BARD, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1454160 (State of (I.R.S. Employer Identification incorporation) No.) 730 Central Avenue Murray Hill, New Jersey 07974 (Address, including zip code, of principal executive offices) MedChem Products, Inc. 1994 Stock Option Plan MedChem Products, Inc. 1993 Stock Option Plan MedChem Products, Inc. 1993 Spin-Off Stock Option Plan MedChem Products, Inc. 1993 Director Stock Option Plan MedChem Products, Inc. Amended and Restated Stock Option Plan (Full title of the plans) Richard A. Flink, Esq. C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 (Name and address of agent for service) (908) 277-8000 (Telephone Number, including area code, of agent for service) Copies of all notices, orders and communication to: Philip T. Ruegger III, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 (212) 455-2000 CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Amount maximum maximum of to be offering aggregate registra Title of securities to registere price offering tion be registered d per unit price (1) fee (1) (1) Common Stock, par value $.25 per $17,327,18 share . . . . . . . 584,884 $29.625 8.50 $5,975 Common Stock Purchase 584,884 (2) (2) (2) Rights . . . . . . . (1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales price of the Registrant's Common Stock on the New York Stock Exchange - Composite Tape on September 27, 1995. (2) Common Stock Purchase Rights currently are attached to and trade with the Common Stock of the Registrant. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock, and such Rights would be issued for no additional consideration. Accordingly, there is no offering price for the Rights and no registration fee is required. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Incorporated by reference into this Registration Statement and deemed to be a part hereof are the following documents heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (which incorporates by reference certain information from C. R. Bard, Inc.'s Proxy Statement relating to the 1995 Annual Meeting of Shareholders), as amended by a Form 10-K/A, filed on March 23, 1995, (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, (c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, as amended by a Form 10-Q/A, filed on September 21, 1995, (d) Current Report on Form 8-K dated May 31, 1995 and (e) Current Report on Form 8-K dated July 6, 1995. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. 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 Registration Statement 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 Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock to which this Registration Statement relates will be passed upon for the Registrant by Richard A. Flink, Vice President and General Counsel of the Registrant. Mr. Flink is paid a salary by the Registrant, is a participant in various employee benefit plans offered to employees of the Registrant generally and owns and has options to purchase shares of the Registrant's Common Stock. The consolidated financial statements of C. R. Bard, Inc. incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. The New Jersey Business Corporation Act (the "NJBCA") provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful. In addition, a New Jersey corporation has the power to indemnify a director or officer against his or her expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the director or officer by reason of his or her being or having been such a director or officer, if such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; such indemnification may be provided only if and to the extent that the Superior Court of New Jersey (or other court in which such II-2 proceeding was brought) shall determine, in view of all circumstances, that such director or officer is fairly and reasonably entitled to indemnify for such expenses. The NJBCA requires a New Jersey corporation to indemnify directors and officers against all expense to the extent that such directors or officers have been successful on the merits or otherwise in any proceeding involving such director or officer by reason of his or her having been a director or officer or in defense of any claim, issue or matter therein. The indemnification and advancement of expenses permitted or required by the NJBCA shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation. to which a director or officer may be entitled under a certificate of incorporation, by-law, agreement, vote of stockholders, or otherwise; provided, that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its stockholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The Registrant's Restated Certificate of Incorporation provides that the corporation shall indemnify in the manner and to the extent permitted by the laws of the State of New Jersey, and that directors and officers shall not be personally liable to the corporation or its stockholders for breach of duty as a director or officer, except to the extent and for the duration of any period of time such personal liability may not be eliminated or limited under the NJBCA. In addition, the Registrant's Restated Certificate of Incorporation provides that, subject to the provisions of the NJBCA, the directors, and committee members appointed by the Board of Directors, shall not be liable in the discharge of their duties when relying in good faith upon the corporate records and/or competent advice of any type. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. List of Exhibits. Exhibit No. Description 4.1 - Restated Certificate of Incorporation, as amended, as of April 19, 1989 of C. R. Bard, Inc. (incorporated by reference to Exhibit 3a to C. R. Bard, Inc.'s Annual II-3 Report on Form 10-K for the year ended December 31, 1993). 4.2 - By-laws of C. R. Bard, Inc. revised as of April 18, 1990 (incorporated by reference to Exhibit 3b to C. R. Bard, Inc.'s Annual Report on form 10-K for the year ended December 31, 1993). 4.3 - Rights Agreement, dated as of October 9, 1985, between C. R. Bard, Inc. and Morgan Guaranty Trust Company of New York as Rights Agent (incorporated by reference to Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993). 4.4 - MedChem Products, Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit 10.1 to MedChem Products, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1995). 4.5 - MedChem Products, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 10.24 to MedChem Products, Inc's Annual Report on Form 10-K for the year ended August 31, 1994). *4.6 - MedChem Products, Inc. 1993 Spin-Off Stock Option Plan. 4.7 - MedChem Products, Inc. 1993 Director Stock Option Plan (incorporated by reference to Exhibit 10.25 to MedChem Products, Inc.'s Annual Report on Form 10-K for the year ended August 31, 1994). 4.8 - MedChem Products, Inc. Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 4.5 to MedChem Products, Inc.'s Registration Statement on Form S-8 (Registration No. 33-47978) filed with the Securities and Exchange Commission on May 19, 1992). *5 - Opinion of Richard A. Flink, Esq. *23.1 - Consent of Arthur Andersen LLP *23.2 - Consent of Richard A. Flink, Esq. (contained in Exhibit 5). *24 - Powers of Attorney. * Filed herewith. Item 9. Undertakings. II-4 (a) 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 1933 Act; (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, represents a fundamental change in the information set forth in the Registration Statement; II-5 (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 Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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. (h) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 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, II-6 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 1933 Act and will be governed by the final adjudication of such issue. II-7 SIGNATURES Pursuant to the requirements of the 1993 Act, the Registrant, C. R. Bard, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of New Providence at Murray Hill, State of New Jersey, as of the 2nd day of October, 1995. C. R. BARD, INC. By: /s/ William H. Longfield Name: William H. Longfield Title: Chairman of the Board, President and Chief Executive Officer II-8 Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities indicated as of October 2, 1995. Signature Title /s/ William H. Longfield Chairman of the Board, (William H. Longfield) President, Chief Executive Officer (principal executive officer) and Director /s/ William C. Bopp Senior Vice President, (William C. Bopp) Chief Financial Officer (principal financial officer) and Director /s/ Charles P. Grom Vice President and (Charles P. Grom) Controller (chief accounting officer) * (Joseph F. Abely, Jr.) Director * (William T. Butler, M.D.) Director * (Raymond B. Carey, Jr.) Director * (Daniel A. Cronin, Jr.) Director * (T. Kevin Dunnigan) Director * (Regina E. Herzlinger) Director * (Robert P. Luciano) Director * (Robert H. McCaffrey) Director II-9 /s/ Benson F. Smith Executive Vice (Benson F. Smith) President, Chief Operating Officer and Director *By:/s/ William H. Longfield William H. Longfield Attorney-in-Fact II-10 EXHIBIT INDEX Exhibit No. Description 4.1 - Restated Certificate of Incorporation, as amended, as of April 19, 1989 of C. R. Bard, Inc. (incorporated by reference to Exhibit 3a to C. R. Bard, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993). 4.2 - By-laws of C. R. Bard, Inc. revised as of April 18, 1990 (incorporated by reference to Exhibit 3b to C. R. Bard, Inc.'s Annual Report on form 10-K for the year ended December 31, 1993). 4.3 - Rights Agreement, dated as of October 9, 1985, between C. R. Bard, Inc. and Morgan Guaranty Trust Company of New York as Rights Agent (incorporated by reference to Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993). 4.4 - MedChem Products, Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit 10.1 to MedChem Products, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1995). 4.5 - MedChem Products, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 10.24 to MedChem Products, Inc's Annual Report on Form 10-K for the year ended August 31, 1994). *4.6 - MedChem Products, Inc. 1993 Spin-Off Stock Option Plan. 4.7 - MedChem Products, Inc. 1993 Director Stock Option Plan (incorporated by reference to Exhibit 10.25 to MedChem Products, Inc.'s Annual Report on Form 10-K for the year ended August 31, 1994). 4.8 - MedChem Products, Inc. Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 4.5 to MedChem Products, Inc.'s Registration Statement on Form S-8 (Registration No. 33-47978) filed with the Securities and Exchange Commission on May 19, 1992). *5 - Opinion of Richard A. Flink, Esq. *23.1 - Consent of Arthur Andersen LLP *23.2 - Consent of Richard A. Flink, Esq. (contained in Exhibit 5). *24 - Powers of Attorney. * Filed herewith. II-11 EX-4.6 2 EXHIBIT 4.6 MEDCHEM PRODUCTS, INC. 1993 SPIN-OFF STOCK OPTION PLAN March 1, 1993 1. Purpose. The purpose of this plan (the "Plan") is to reward certain employees of MedChem Products, Inc. (the "Company") who have contributed to the Company's past growth and success and who are leaving the Company to work for Anika Research, Inc., a subsidiary of the Company ("Anika"). Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). 2. Type of Options and Administration. (a) Type of Options. Options granted pursuant to the Plan shall be authorized by action of the Board of Directors of the Company (or a Committee designated by the Board of Directors) and shall be non-statutory options which are not intended to meet the requirements of Section 422 of the Code. (b) Administration. The Plan will be administered by the Board of Directors of the Company, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of Directors may in its sole discretion grant options to purchase shares of the Company's Common Stock ("Common Stock") and issue shares upon exercise of such options as provided in the Plan. The Board shall have authority, subject to the express provisions of the Plan, to construe the respective option agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option agreements, which need not be identical, and to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination under the Plan made in good faith. The Board of Directors may, to the full extent permitted by or consistent with applicable laws or regulations (including, without limitation, applicable state law) delegate any or all of its powers under the Plan to a committee (the "Committee") appointed by the Board of Directors, and if the Committee is so appointed all references to the Board of Directors in the Plan shall mean and relate to such Committee. 3. Eligibility. Options may be granted to persons who are, at the time of grant, employees, officers or directors of, or consultants or advisors to, the Company and who will be leaving the Company to work for Anika as of the date on which the Company distributes the shares of Common Stock of Anika it holds to its stockholders pursuant to the terms of the Plan and Agreement of Distribution to be entered into between the Company and Anika or shortly thereafter. A person who has been granted an option may, if he or she is otherwise eligible, be granted additional options if the Board of Directors shall so determine. 4. Stock Subject to Plan. Subject to adjustment as provided in Section 14 below, the maximum number of shares of Common Stock of the Company which may be issued and sold under the Plan is 460,000 shares. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such option shall not be available for subsequent option grants under the Plan. If shares issued upon exercise of an option under the Plan are tendered to the Company in payment of the exercise price of an option granted under the Plan, such tendered shares shall also not be available for subsequent option grants under the Plan. 5. Forms of Option Agreements. As a condition to the grant of an option under the Plan, each recipient of an option shall execute an option agreement in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such option agreements may differ among recipients. 6. Purchase Price. (a) General. The purchase price per share of stock deliverable upon the exercise of an option shall be determined by the Board of Directors. (b) Payment of Purchase Price. Options granted under the Plan may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such options, or, to the extent provided in the applicable option agreement, (i) by delivery to the Company of shares of Common Stock of the Company already owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised, (ii) by any other means (including, without limitation, by delivery of a promissory note of the optionee payable on such terms as are specified by the Board of Directors) which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Regulation T promulgated by the Federal Reserve Board, or (iii) by any combination of such methods of payment. The fair market value of any shares of the Company's Common Stock or other non-cash consideration which may be delivered upon exercise of an option shall be determined by the Board of Directors. 7. Option Period. Each option and all rights thereunder shall expire on such date as shall be set forth in the applicable option agreement, except that options shall be subject to earlier termination as provided in the Plan. 8. Exercise of Options. Each option granted under the Plan shall he exercisable either in full or in installments at such time or times and during such period as shall be set forth in the agreement evidencing such option, subject to the provisions of the Plan. 9. Nontransferability of Options. No option granted under the Plan by its terms may be transferred, assigned, pledged or hypothecated by the optionee except (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order (as defined in Section 414(p) of the Code). Each option shall be exercised during the lifetime of the optionee only by the optionee or his or her legal representative. 10. Effect of Termination of Employment or Other Relationship. Subject to the provisions of the Plan, the Board of Directors shall determine the period of time during which an optionee may exercise an option allowing (i) the termination of the optionee's employment or other relationship with the Company or Anika or (ii) the death or disability or the optionee. Such periods shall be set forth in the agreement evidencing such option. 11. Additional Provisions. (a) Additional Option Provisions. The Board of Directors may, in its sole discretion, include additional provisions in option agreements covering options granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of options, or such other provisions as shall be determined by the Board of Directors; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan. (b) Acceleration, Extension, Etc. The Board of Directors may, in its sole discretion, (i) accelerate the date or dates on which all or any particular option or options granted under the Plan may be exercised or (ii) extend the dates during which all, or any particular, option or options granted under the Plan may be exercised. 12. General Restrictions. (a) Investment Representations. The Company may require any person to whom an option is granted, as a condition of exercising such option, to give written assurances in substance and form satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to apply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock. (b) Compliance With Securities Laws. Each option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition. 13. Rights as a Shareholder. The holder of an option shall have no rights as a shareholder with respect to any shares covered by the option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 14. Adjustment Provisions for Recapitalizations and Related Transactions. (a) General. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to any then outstanding options under the Plan, and (z) the price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to which such options remain exercisable. (b) Board Authority to Make Adjustments. Any adjustments under this Section 14 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments. 15. Merger, Consolidation, Asset Sale, Liquidation, etc. (a) General. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding options; (i) provide that such options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the optionees, provide that all unexercised options will terminate immediately prior to the consummation of such transaction unless exercised by the optionee within a specified period following the date of such notice, (iii) in the event of a merger under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a cash payment to the optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all or any outstanding options shall become exercisable in full immediately prior to such event. (b) Substitute Options. The Company may grant options under the Plan in substitution for options held by employees of another corporation who become employees of the Company, or a subsidiary of the Company, as the result of a merger or consolidation of the employing corporation with the Company or a subsidiary of the Company, or as a result of the acquisition by the Company, or one of its subsidiaries, of property or stock of the employing corporation. The Company may direct that substitute options be granted on such terms and conditions as the Board of Directors considers appropriate in the circumstances. 16. No Special Employment Rights. Nothing contained in the Plan or in any option shall confer upon any optionee any right with respect to the continuation of his or her employment by the Company or Anika or interfere in any way with the right of the Company or Anika at any time to terminate such employment or to increase or decrease the compensation of the optionee. 17. Other Employee Benefits. Except as to plans which by their terms include such amounts as compensation, the amount of any compensation deemed to be received by an employee as a result of the exercise of an option or the sale of shares received upon such exercise will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors. 18. Amendment of the Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect; provided that the termination or any notification or amendment of the Plan shall not, without the consent of an optionee, affect such optionee's rights under an option previously granted to him or her. With the consent of the optionee affected, the Board of Directors may amend outstanding option agreements in a manner not inconsistent with the Plan. 19. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of options under the Plan. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the optionee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an option or (ii) by delivering to the Company shares of Common Stock already owned by the optionee. The shares so delivered or withheld shall have a fair market value equal to such withholding obligation. The fair market value of the shares used to satisfy such withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. An optionee who has made an election pursuant to this Section 19 may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 20. Cancellation and New Grant of Options, Etc. The Board of Directors shall have the authority to effect or at any time and from time to time, with the consent of the affected optionees, (i) the cancellation of any or all outstanding options under the Plan and the grant in substitution therefor of new options under the Plan covering the same or different numbers of shares of Common Stock and having an option exercise price per share which may be lower or higher than the exercise price per share of the cancelled options or (ii) the amendment of the terms of any and all outstanding options under the Plan to provide an option exercise price per share which is higher or lower than the then-current exercise price per share of such outstanding options. 21. Effective Date and Duration of the Plan. (a) Effective Date. The Plan shall become effective when adopted by the Board of Directors. Amendments to the Plan shall become effective when adopted by the Board of Directors. Options may be granted under the plan at any time after the effective date and before the date fixed for termination of the Plan. (b) Termination. Unless sooner terminated in accordance with Section 15, the Plan shall terminate upon the date on which all shares available for issuance under the Plan shall have been issued pursuant to the exercise or cancellation of options granted under the Plan. 22. Provision for Foreign Participants. The Board of Directors may, without amending the Plan, modify awards or options granted to participants who are foreign nationals or employed outside the United States to recognize differences in laws, rules, regulations or customs of suchforeign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. Adopted by the Board of Directors on March 1, 1993. EX-5 3 Exhibit 5 [Letterhead of C. R. Bard, Inc.] September 29, 1995 C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 Dear Sirs: In connection with the Registration Statement on Form S-8 (the "Registration Statement") and the related Prospectus (the "Prospectus") of C. R. Bard, Inc. (the "Company") relating to the proposed issuance of 584,884 shares of Common Stock of the Company pursuant to the MedChem Products, Inc. 1994 Stock Option Plan, the MedChem Products, Inc. 1993 Stock Option Plan, the MedChem Products, Inc. 1993 Spin-Off Stock Option Plan, the MedChem Products, Inc. 1993 Director Stock Option Plan and the MedChem Products, Inc. Amended and Restated Stock Option Plan, I am of the opinion that such shares upon due issuance and payment therefor as contemplated in the Registration Statement and the Prospectus will be legally issued, fully paid and non-assessable under the provisions of New Jersey Business Corporation Act. I hereby consent to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Richard A. Flink Richard A. Flink EX-23.1 4 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 8, 1995 included in C. R. Bard, Inc.'s Form 10-K for the year ended December 31, 1994, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Roseland, New Jersey September 29, 1995 EX-24 5 EXHIBIT 24 C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ Joseph F. Abely, Jr. , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ William T. Butler , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ Raymond B. Carey, Jr. , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ Daniel A. Cronin, Jr. , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ T. Kevin Dunnigan , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 11th day of June, 1995. /s/ Regina E. Herzlinger , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of June, 1995. /s/ Robert P. Luciano , Director C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of C. R. BARD, INC. (the "Company"), in his or her capacity as set forth below, hereby constitutes and appoints WILLIAM H. LONGFIELD his or her true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company to be issued by the Company in connection with the acquisition of MedChem Products, Inc. under the Agreement and Plan of Merger, dated as of May 24, 1995, among the Company, CRB Acquisition Corp. and MedChem Products, Inc. and the transactions contemplated thereby, to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned director in the capacity indicated below opposite the name of such director to the Registration Statement on Form S-4 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to any and all amendments to said Registration Statement, whether such amendments are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 8th day of June, 1995. /s/ Robert H. McCaffrey , Director -----END PRIVACY-ENHANCED MESSAGE-----