-----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, AxB+2P0XRLEA5hZ84u0uWaBp+Ir0e0/dSRdOYSgn+tEuBFC4Yex4/DNWkcM+L0Lv M9Zt3XIWbupqZIVvrYULyQ== 0000009892-98-000024.txt : 19981230 0000009892-98-000024.hdr.sgml : 19981230 ACCESSION NUMBER: 0000009892-98-000024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981229 EFFECTIVENESS DATE: 19981229 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: SEC FILE NUMBER: 333-69857 FILM NUMBER: 98777573 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 December 29, 1998 Registration No. 333- 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 or other jurisdiction (I.R.S. employer identification of incorporation or number) organization) 730 Central Avenue Murray Hill, New Jersey 07974 (Address, including zip code, of registrant's principal executive offices) C. R. Bard, Inc. Management Stock Purchase Plan (Full title of the plan) 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 CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price aggregate offering registration to be registered registered per unit (1) price (1) fee (1) Common Stock, par value $.25 per share 250,000 $47.00 $11,750,000 $3,267.00 Common Stock purchase Rights 250,000 (2) (2) (2)
(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 December 21, 1998. (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. Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Registration Statement on Form S-8 of C. R. Bard, Inc., a New Jersey corporation, relating to the 1988 Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and Restated), 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) and 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., file number 333-51793, filed with the Securities and Exchange Commission on May 1, 1998, are incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 5. Interests of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. List of Exhibits. 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-3 dated June 14, 1996, file number 333-05997) 5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities being registered* 23.1 Consent of Arthur Andersen LLP* 23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1) 24.1 Powers of Attorney* * Filed herewith Item 9. Undertakings. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of New Providence at Murray Hill, State of New Jersey, on the 29th day of December, 1998. C. R. BARD, INC. By: /s/ William H. Longfield Name: William H. Longfield Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on the 29th day of December, 1998. Signatures Title /s/ William H. Longfield Chairman and Chief Executive Officer and Director (Principal Executive Officer) * William C. Bopp Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) * Charles P. Grom Vice President and Controller (Principal Accounting Officer) * Joseph F. Abely, Jr. Director * Marc C. Breslawsky Director * William T. Butler, M.D. Director * Daniel A. Cronin, Jr. Director * T. Kevin Dunnigan Director * Regina E. Herzlinger Director * Robert P. Luciano Director * Tony L. White Director * By: /s/ William H. Longfield William H. Longfield Attorney-in-fact EXHIBIT INDEX Exhibit No. Description Page 3.1 Restated Certificate of Incorporation of C. R. Bard, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement of Form S-3 dated June 14, 1996, file number 333-05997) 5.1 Opinion of Richard A. Flink, Esq., regarding legality of securities being registered* 23.1 Consent of Arthur Andersen LLP* 23.2 Consent of Richard A. Flink, Esq. (included in Exhibit 5.1) 24.1 Powers of Attorney* * Filed herewith EXHIBIT 5.1 [Letterhead of C. R. Bard, Inc.] December 29, 1998 C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 Dear Sirs: I am Senior Vice President and General Counsel of C. R. Bard, Inc., a New Jersey corporation (the "Company"). This opinion is being delivered in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance of up to 250,000 shares of its Common Stock, par value $.25 per share (the "MSPP Common Stock"), which may be issued pursuant to the Company's Management Stock Purchase Plan. I have examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that the MSPP Common Stock, upon due issuance and payment therefor as contemplated by the Company's Management Stock Purchase Plan, will be legally issued, fully paid and non-assessable under the provisions of the New Jersey Business Corporation Act. I am a member of the Bar of the State of New Jersey, and I do not express any opinion herein concerning any law other than the law of the State of New Jersey. This opinion letter is rendered to you in connection with the above-described transactions. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without my prior written consent; provided, however, that I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of my name in the Registration Statement and in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/Richard A. Flink Richard A. Flink, Senior Vice President and General Counsel EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To C. R. Bard, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated January 27, 1998 included in C. R. Bard, Inc.'s Form 10-K for the year ended December 31, 1997, and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP ARTHUR ANDERSEN LLP Roseland, New Jersey December 28, 1998 EXHIBIT 24.1 C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an officer or director, or both, 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 such attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under the Act of shares of common stock of the Company ("Common Stock") to be issued by the Company pursuant to the Company's Management Stock Purchase Plan, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-8 or any Form relating to the sale of such Common Stock, to be filed with the Securities and Exchange Commission with respect to such Common Stock, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements 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 or supplements thereto, whether such amendments or supplements are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS HEREOF, each of the undersigned has subscribed his or her name as of the 29th day of December, 1998. /s/William C. Bopp Name: William C. Bopp Title: Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) /s/Charles P. Grom Name: Charles P. Grom Title: Vice President and Controller (Principal Accounting Officer) /s/Joseph F. Abely, Jr. Name: Joseph F. Abely, Jr. Title: Director /s/Marc C. Breslawsky Name: Marc C. Breslawsky Title: Director /s/William T. Butler,MD Name: William T. Butler, MD Title: Director /s/Daniel A. Cronin,Jr. Name: Daniel A. Cronin, Jr. Title: Director /s/T. Kevin Dunnigan Name: T. Kevin Dunnigan Title: Director /s/Regina E. Herzlinger Name: Regina E. Herzlinger Title: Director /s/Robert P. Luciano Name: Robert P. Luciano Title: Director /s/Tony L. White Name: Tony L. White Title: Director -----END PRIVACY-ENHANCED MESSAGE-----