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

 

 

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 of Principal Executive Offices)

 

 

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

(as Amended and Restated)

(Full Title of the Plan)

 

 

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 communications 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

   1,600,000   $73.47   $117,552,000   $6,559.40
 
 
(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”) 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 8, 2009.

 

 

 

EXPLANATORY NOTE

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 14,725,000 to 16,325,000. The content 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 the General Instruction E on Form S-8.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

 

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8.

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 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.

 

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Item 8. Exhibits.

 

  4

   2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (incorporated by reference from Exhibit B of the Registrant’s definitive Proxy Statement on Schedule 14A filed on March 13, 2009)

  5

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

23.1

   Consent of KPMG LLP, Independent Registered Public Accounting Firm*

23.2

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

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.

 

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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, thereto duly authorized, in the Borough of New Providence at Murray Hill, State of New Jersey, on this 12th day of June 2009.

 

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 12th day of June 2009.

 

Signature

   

Title

*

   

Chairman and Chief Executive Officer and Director

(Principal Executive Officer)

Timothy M. Ring   

*

    President and Chief Operating Officer and Director
John H. Weiland   

/s/ Todd C. Schermerhorn

   

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Todd C. Schermerhorn   

*

   

Vice President and Controller

(Principal Accounting Officer)

Frank Lupisella Jr.   

*

    Director

David M. Barrett, M.D.

   

*

    Director
Marc C. Breslawsky   

*

    Director
T. Kevin Dunnigan   

*

    Director
Herbert L. Henkel   

*

    Director
Theodore E. Martin   

*

    Director
Gail K. Naughton   

*

    Director
Tommy G. Thompson   

*

    Director
Anthony Welters   

*

    Director
Tony L. White   
* By:  

/s/ Todd C. Schermerhorn

   
  Todd C. Schermerhorn   
  Attorney-in-Fact   

 

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INDEX TO EXHIBITS

 

Exhibit No.

   

Description

4    2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated) (incorporated by reference from Exhibit B of the Registrant’s definitive Proxy Statement on Schedule 14A filed on March 13, 2009)
5    Opinion of Drinker Biddle & Reath LLP, regarding legality of securities being registered*
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm*
23.2    Consent of Drinker Biddle & Reath LLP (included in Exhibit 5 hereto)*
24    Powers of Attorney*

 

* Filed electronically herewith

 

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