S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on June 18, 2008

Registration No. 333-            

 

 

UNITED STATES

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 of

incorporation or organization)

 

(I.R.S. employer

identification no.)

730 Central Avenue

Murray Hill, New Jersey 07974

(Address, including zip code, of registrant’s principal executive offices)

 

 

2003 Long Term Incentive Plan of C. R. Bard, Inc.

(as Amended and Restated)

1998 Employee Stock Purchase Plan of C. R. Bard, Inc.

(as Amended and Restated)

 

 

Stephen J. Long

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:

Avrohom J. Kess Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x   Accelerated filer  ¨  
Non-accelerated filer  ¨  (Do not check if a smaller reporting company)   Smaller reporting company  ¨  

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered   Amount to be
Registered (1)
  Proposed
Maximum Offering
Price Per Share (2)
  Proposed Maximum
Aggregate Offering
Price (2)
  Amount of
Registration Fee

Common Stock, par value $.25 per share (3)

  2,725,000   $88.84   $242,089,000   $9,514.10

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of Common Stock which may be issued under the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (the “2003 Plan”) and the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated) (the “1998 Plan”) to prevent dilution resulting from any stock split, stock dividend or similar transaction.
(2) Calculated pursuant to Rule 457(c) and (h) 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 June 12, 2008.
(3) Of the 2,725,000 shares of Common Stock being registered hereby, 2,225,000 shares are being registered to be issued pursuant to the 2003 Plan and 500,000 shares are being registered to be issued pursuant to the 1998 Plan.

 


This Registration Statement relates to an amendment to the 2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (the “2003 Plan”) to increase the number of shares of common stock available for issuance thereunder from 12,500,000 to 14,725,000 and an amendment to the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (as Amended and Restated) (the “1998 Plan”) to increase the number of shares of common stock available for issuance thereunder from 1,250,000 to 1,750,000. The contents of the registration statement on Form S-8 with respect to the 2003 Plan, Registration No. 333-104683, filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2003, as amended on June 3, 2004 and July 21, 2005, 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 KPMG LLP*

 

  23.2 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 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 18th day of June 2008.

 

C. R. BARD, INC.
By:  

/s/ Todd C. Schermerhorn

Name:   Todd C. Schermerhorn
Title:   Senior Vice President and Chief Financial 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 18th day of June 2008.

 

    

Signature

      

Title

 

*

    Chairman and Chief Executive Officer and Director
  Timothy M. Ring     (Principal Executive Officer)
 

/s/ Todd C. Schermerhorn

    Senior Vice President and Chief Financial Officer
  Todd C. Schermerhorn     (Principal Financial Officer)
 

*

    Vice President and Controller
  Frank Lupisella Jr.     (Principal Accounting Officer)
 

*

   
  Marc C. Breslawsky     Director
 

*

   
  T. Kevin Dunnigan     Director
 

*

   
  Herbert L. Henkel     Director
 

*

   
  Theodore E. Martin     Director
 

*

   
  Gail K. Naughton     Director
 

*

   
  Tommy G. Thompson     Director
 

*

   
  John H. Weiland     Director
 

*

   
  Anthony Welters     Director
 

*

   
  Tony L. White     Director

* By:

 

/s/ Todd C. Schermerhorn

   
  Todd C. Schermerhorn    
  Attorney-in-Fact    

 

3


EXHIBIT INDEX

 

Exhibit No.

 

Description

  5

  Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered*

23.1

  Consent of KPMG LLP*

23.2

  Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)

24

  Powers of Attorney*

 

* Filed electronically herewith