-----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, RNeuxJOaXdmi5T4FUk3pkn0w7TswFtYObMGmEummc4e6wHTqxrSvHKJoRg/WczwA MdSvpSdpz78QedI/cSf9uA== 0000893750-04-000348.txt : 20040603 0000893750-04-000348.hdr.sgml : 20040603 20040603160114 ACCESSION NUMBER: 0000893750-04-000348 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040603 EFFECTIVENESS DATE: 20040603 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-59156 FILM NUMBER: 04847334 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 POS 1 forms_8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 3, 2004 Registration Nos. 333-86668, 333-59156, 333-55684, 333- 78089, 333-51793, 333-69857, 333- 30217, 333-07189, 33-35544, 33-64874, 333-104683 and 333-05997 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Post-Effective Amendment No. 1 to Registration Statements Nos. 333-86668, 333- 59156, 333-55684, 333-78089, 333-69857, 333-30217, 333-07189, 33-35544, 33-64874, 333-104683 and 333-05997 Post-Effective Amendment No. 2 to Registration Statement No. 333-51793 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 of incorporation or (I.R.S. employer organization) identification no.) 730 Central Avenue Murray Hill, New Jersey 07974 (Address, including zip code, of registrant's principal executive offices) ------------------- 1990 Stock Option Plan 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) 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. C. R. Bard, Inc. Management Stock Purchase Plan Employees' Retirement Savings Plan of C. R. Bard, Inc. 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (Full title of the plans) -------------------- Nadia J. Bernstein, 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: Alan D. Schnitzer, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 --------------------- EXPLANATORY NOTE This Post-Effective Amendment to the Company's Registration Statements on Form S-8 (Nos. 333-86668, 333-59156, 333-55684, 333-78089, 333-51793, 333-69857, 333-30217, 333-07189, 33-35544, 33-64874, 333-104683 and 333-05997) (the "Registration Statements"), which relate to the Company's equity-based compensation plans, is filed by the Company pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), to reflect a one hundred percent increase in the number of shares of common stock, $.25 par value, of the Company (the "Common Stock"), covered by such Registration Statements as a result of the Company's two-for-one stock split effected in the form of a stock dividend payable on May 28, 2004 to shareholders of record on May 17, 2004. Pursuant to Rule 416(a) under the Securities Act, the Registration Statements are also amended to cover any additional shares of Common Stock which may be issued under the applicable equity-based compensation plans to prevent dilution resulting from any subsequent stock split, stock dividend or similar transaction. The contents of the Registration Statements are hereby incorporated by reference pursuant to General Instruction E on Form S-8. 1. 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. 2. 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 on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E 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 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 on Form S-8. Item 7. Exemption from Registration Claimed. Not applicable. 1 Item 8. Exhibits. 5 Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered* 23.1 Consent of Independent Registered Public Accounting Firm* 23.2 Information Regarding Consent of Arthur Andersen LLP* 23.3 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5) 24 Powers of Attorney* - ---------------- * Filed herewith Item 9. Undertakings. Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. 2 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 this Post-Effective Amendment to 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 3rd day of June 2004. C. R. BARD, INC. By: /s/ Timothy M. Ring ----------------------------------- Name: Timothy M. Ring 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 3rd day of June 2004. Signature Title * - ------------------------------ Chairman and Chief Executive Officer Timothy M. Ring and Director (Principal Executive Officer) * - ------------------------------ Senior Vice President and Chief Financial Todd C. Schermerhorn Officer (Principal Financial Officer) * - ------------------------------ Vice President and Controller (Principal Charles P. Grom Accounting Officer) * - ------------------------------ Director Marc C. Breslawsky * Director - ------------------------------ T. Kevin Dunnigan * - ------------------------------ Director Herbert L. Henkel * - ------------------------------ Director William H. Longfield * - ------------------------------ Director Theodore E. Martin * - ------------------------------ Director Anthony Welters * - ------------------------------ Director Tony L. White * By: /s/ Timothy M. Ring ------------------------- Timothy M. Ring Attorney-in-Fact EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered* 23.1 Consent of Independent Registered Public Accounting Firm* 23.2 Information Regarding Consent of Arthur Andersen LLP* 23.3 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5) 24 Powers of Attorney* - -------------------- * Filed electronically herewith EX-5 2 exh_5.txt OPINION RE: LEGALITY Exhibit 5 [Letterhead of Drinker Biddle & Reath LLP] June 2, 2004 C. R. Bard, Inc. 730 Central Avenue Murray Hill, New Jersey 07974 Re: 1990 Stock Option Plan 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) 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. C. R. Bard, Inc. Management Stock Purchase Plan Employees' Retirement Savings Plan of C. R. Bard, Inc. 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) Ladies and Gentlemen: We have acted as special New Jersey counsel to C. R. Bard, Inc., a New Jersey corporation (the "Company"), in connection with a Post-Effective Amendment (the "Amendment") to the Company's Registration Statements on Form S-8 (Nos. 333-86668, 333-59156, 333-55684, 333-78089, 333-51793, 333-69857, 333-30217, 333-07189, 33-35544, 33-64874, 333-104683 and 333-05997) (the "Registration Statements") filed under the Securities Act of 1933, as amended (the "Act"), relating to a one hundred percent increase in the number of shares of common stock, $.25 par value, of the Company (the "Shares"), issuable under the equity-based compensation plans of the Company (the "Plans") covered by such Registration Statements as a result of the Company's two-for-one stock split effected in the form of a stock dividend payable on May 28, 2004 to shareholders of record on May 17, 2004. For purposes of this opinion, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of the Amendment, together with exhibits filed as a part thereof, and all such other documents, records, certificates, including certificates of public officials, and other instruments as we have deemed necessary or appropriate. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of New Jersey. 2. The Shares have been duly authorized and, when sold in the manner and for the consideration contemplated by the Plans will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. By giving the foregoing consent, we do not admit that we are persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ DRINKER BIDDLE & REATH LLP EX-23.1 3 exh23_1.txt CONSENT Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors of C. R. Bard, Inc.: We consent to the use of our report dated February 18, 2004, with respect to the consolidated balance sheets of C. R. Bard, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' investment, and cash flows for the years then ended, and the related consolidated financial statement schedule, incorporated herein by reference in the post-effective amendment to the registration statement on Form S-8 dated June 3, 2004. Our report dated February 18, 2004 contains an explanatory paragraph relating to the fact that the consolidated financial statements of C. R. Bard, Inc. and subsidiaries as of December 31, 2001 and for the year then ended were audited by other auditors who have ceased operations. As described in Note 4 to the consolidated financial statements, those consolidated financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by C. R. Bard, Inc. as of January 1, 2002. However, we were not engaged to audit, review, or apply any procedures to the 2001 consolidated financial statements other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 consolidated financial statements taken as a whole. /s/ KPMG LLP Short Hills, New Jersey June 3, 2004 EX-23.1 4 exh23_2.txt CONSENT OF ARTHUR ANDERSEN Exhibit 23.2 Information Regarding Consent of Arthur Andersen LLP On May 7, 2002, the Board of Directors of C. R. Bard, Inc. (the "Company"), upon recommendation of the Audit Committee, made a determination not to engage Arthur Andersen LLP ("Arthur Andersen") as the Company's independent public accountants. See the Company's Current Report on Form 8-K filed on May 10, 2002 for additional information. After reasonable efforts, the Company has been unable to obtain Arthur Andersen's written consent to the incorporation by reference into this registration statement of Arthur Andersen's previously issued audit report with respect to the Company's consolidated financial statements as of December 31, 2001 and for the year then ended. Under these circumstances, Rule 437a under the Securities Act of 1933, as amended (the "Securities Act"), permits the Company to file this registration statement without a written consent from Arthur Andersen. However, with respect to transactions in the Company's securities pursuant to the registration statement that occur subsequent to the date this registration statement is filed with the Securities and Exchange Commission, Arthur Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein. Accordingly, no claim can be asserted against Arthur Andersen under Section 11(a) of the Securities Act because Arthur Andersen has not consented to the incorporation by reference of its previously issued audit report into this registration statement. EX-24 5 exh24.txt POWER OF ATTORNEY Exhibit 24 C. R. BARD, INC. POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that each of the undersigned, being an officer or director, or both, of C. R. BARD, INC. (the "Company"), in his capacity as set forth below, as applicable, hereby constitutes and appoints each of TIMOTHY M. RING and TODD C. SCHERMERHORN, signing or acting singly, as his true and lawful attorney and agent, to (1) sign the name of each of the undersigned in the capacities indicated below to any and all post-effective amendments to any registration statement on Form S-8 for the purpose of registering a proportionate number of additional shares of common stock of the Company in connection with the Company's one-for-one share dividend declared on April 21, 2004, and to any and all instruments or documents filed as part of or in connection with any and all such post-effective amendments and (2) do any and all acts and other things which such person may deem necessary or desirable in furtherance of the foregoing; 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. [Balance of Page Intentionally Blank] IN WITNESS HEREOF, each of the undersigned has subscribed his name as of the 21st day of April 2004. /s/ Timothy M. Ring -------------------------------------------- Name: Timothy M. Ring Title: Chairman and Chief Executive Officer and Director (Principal Executive Officer) /s/ Todd C. Schermerhorn -------------------------------------------- Name: Todd C. Schermerhorn Title: Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Charles P. Grom -------------------------------------------- Name: Charles P. Grom Title: Vice President and Controller (Principal Accounting Officer) /s/ Marc C. Breslawsky -------------------------------------------- Name: Marc C. Breslawsky Title: Director /s/ T. Kevin Dunnigan -------------------------------------------- Name: T. Kevin Dunnigan Title: Director /s/ Herbert L. Henkel -------------------------------------------- Name: Herbert L. Henkel Title: Director /s/ William H. Longfield -------------------------------------------- Name: William H. Longfield Title: Director /s/ Theodore E. Martin -------------------------------------------- Name: Theodore E. Martin Title: Director /s/ Anthony Welters -------------------------------------------- Name: Anthony Welters Title: Director /s/ Tony L. White -------------------------------------------- Name: Tony L. White Title: Director -----END PRIVACY-ENHANCED MESSAGE-----