As filed with the Securities and Exchange Commission on September 26, 1996.
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
ALLEGIANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4095179
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Baxter Parkway
Deerfield, Illinois 60015
(Address of Principal Executive Offices)
ALLEGIANCE CORPORATION 1996 INCENTIVE COMPENSATION PROGRAM
and
ALLEGIANCE CORPORATION RETIREMENT PLAN
and
ALLEGIANCE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
and
ALLEGIANCE CORPORATION
1996 OUTSIDE DIRECTOR INCENTIVE COMPENSATION PLAN
(Full Titles of the Plans)
William L. Feather
General Counsel
Allegiance Corporation
1450 Waukegan Road
McGaw Park, Illinois 60085
(Name and Address of Agent For Service)
(847) 948-2000
(Telephone number, including area code, of agent for service)
Copy to:
Lisa M. Kaderabek
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606-5096
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock ($1.00 par 16,033,000 Shares $15.69 $251,557,770 $86,745
value per share) including
Series A Junior Participating
Preferred Stock Purchase Rights(3)
1 An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457 under the Securities Act of 1933 based on the
average of the high and low prices of a share of Common Stock, $1.00 par
value per share, as reported on the New York Stock Exchange.
3 Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights will not be traded
separately from the Common Stock.
</TABLE>
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE ALLEGIANCE CORPORATION
RETIREMENT PLAN DESCRIBED HEREIN.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Allegiance Corporation
("Registrant") and Allegiance Corporation Retirement Plan are incorporated
herein by reference:
(a) Amendment No. 3 to the Registrant's effective Registration
Statement on Form 10 dated September 20, 1996, File Number 001-11885) under
the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by the Registrant and the Allegiance
Corporation Retirement Plan pursuant to Section 13(a) or 15(d) of the
Exchange Act since September 20, 1996.
(c) The description of the Registrant's Common Stock and Preferred
Stock contained under the heading "Description of Allegiance Capital Stock"
in Amendment No. 3 to the Registrant's Registration Statement on Form 10,
File Number 001-11885 under the Exchange Act.
All documents subsequently filed by the Registrant and the Allegiance
Corporation Retirement Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered 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 part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document 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.
A filing on Form 11-K is not currently required for the Allegiance
Corporation Retirement Plan pursuant to Instruction A(2) to Form S-8
because the Allegiance Corporation Retirement Plan has not been in
existence for 90 days as of the date hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Registrant's Amended and Restated Certificate of Incorporation
provides that each person who is or was or had agreed to become a director
or officer of Registrant, and each person who serves or may have served at
the request of Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
will be indemnified by Registrant to the fullest extent permitted from time
to time by Delaware law, as the same exists or may hereafter be amended,
except with respect to an action commenced by such directors or officers
against Registrant or by such directors or officers as a derivative action.
The Amended and Restated Certificate of Incorporation provides that
the right to indemnification and the payment of expenses conferred in the
Amended and Restated Certificate of Incorporation permits Registrant to
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of Registrant, or is serving at the request of
Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not Registrant would have the
power to indemnify such person against such liability under the Amended and
Restated Certificate of Incorporation or Delaware Law. Registrant intends
to obtain directors and officers liability insurance providing coverage to
its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit
Number Description of Exhibit
4.1(a) Amended and Restated Certificate of Incorporation. Incorporated
herein by reference to Exhibit 3.1 of Allegiance Corporation's
Registration Statement on Form 10 filed June 28, 1996 (SEC File
No. 001-11885).
4.1(b) Form of Rights Agreement between the Company and the Rights Agent
named therein. Incorporated herein by reference to Exhibit 4.2
to Amendment No. 1 to the Company's Registration Statement on
Form 10 filed August 22, 1996 (SEC File No. 001-11885).
4.2 Amended and Restated Bylaws of Registrant. Incorporated herein
by reference to Exhibit 3.2 to Allegiance Corporation's
Registration Statement on Form 10 filed June 28, 1996 (SEC File
No. 001-11885).
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
The 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 Securities 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, represent a fundamental change
in the information set forth in the registration statement; and
(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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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
Securities 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.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act and 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities 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,
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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Deerfield, State of Illinois, on
the 24th day of September, 1996.
ALLEGIANCE CORPORATION
By: /s/ Lester B. Knight
Lester B. Knight
Chairman of the Board and Chief
Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Allegiance
Corporation hereby severally constitute Lester B. Knight and William L.
Feather and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all amendments (including post-effective
amendments) to the Registration Statement, and generally to do all things
in our name and behalf in the capacities indicated below to enable
Allegiance Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
indicated on the 24th day of September, 1996.
Signature Title
/s/ Lester B. Knight Chairman of the Board and Chief
Lester B. Knight Executive Officer and Director (Principal
Executive Officer)
/s/ Peter B. McKee Senior Vice President and Chief Financial
Peter B. McKee Officer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Joseph F. Damico President and Chief Operating Officer and
Joseph F. Damico Director
/s/ Silas S. Cathcart Director
Silas S. Cathcart
/s/ David W. Grainger Director
David W. Grainger
/s/ Arthur F. Golden Director
Arthur F. Golden
/s/ Michael D. O'Halleran Director
Michael D. O'Halleran
/s/ Kenneth D. Bloem Director
Kenneth D. Bloem
/s/ Connie Curran Director
Connie Curran
Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Allegiance Corporation Retirement Plan have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Deerfield, State of
Illinois, on September 24, 1996.
ALLEGIANCE CORPORATION RETIREMENT PLAN
By: Administrative Committee
By: /s/Robert B. DeBaun
Robert B. DeBaun
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are filed herewith. All other
documents listed are incorporated by reference to documents previously
filed by Registrant with the Securities and Exchange Commission as
indicated.
Exhibit No. Description
4.1(a) Amended and Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 of Allegiance
Corporation's Registration Statement on Form 10 filed June 28,
1996 (SEC File No. 001-11885).
4.1(b) Form of Rights Agreement between the Company and the Rights
Agent named therein. Incorporated herein by reference to
Exhibit 4.2 to Amendment No. 1 to the Company's Registration
Statement on Form 10 filed August 22, 1996 (SEC File No.
001-11885).
4.2 Amended and Restated Bylaws of Registrant. Incorporated herein
by reference to Exhibit 3.2 to Allegiance Corporation's
Registration Statement on Form 10 filed June 28, 1996 (SEC File
No. 001-11885).
*5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
*23.1 Consent of Price Waterhouse LLP
*23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
*24 Power of Attorney (included on signature page).
* Filed herewith.
McDERMOTT, WILL & EMERY
227 West Monroe, Suite 3100
Chicago, Illinois 60606-5096
Exhibit 5
September 24, 1996
Allegiance Corporation
1450 Waukegan Road
McGaw Park, Illinois 60085
Re: 16,033,000 Shares of Common Stock ($1.00 par value
per share) including Series A Junior Participating
Preferred Stock Purchase Rights for Allegiance
Corporation 1996 Incentive Compensation Program,
Allegiance Corporation Retirement Plan, Allegiance
Corporation Employee Stock Purchase Plan and Allegiance
Corporation 1996 Outside Director Incentive Compensation
Plan (the "Plans")
Gentlemen:
We have acted as counsel for Allegiance Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 16,033,000 shares of the Company's Common
Stock, $1.00 par value per share (the "Common Stock"), which may be purchased
pursuant to the Plans and 16,033,000 Series A Junior Participating Preferred
Stock Purchase Rights which currently are attached to, and trade with, the
Common Stock.
We have examined or considered:
1. A copy of the Company's Amended and Restated Certificate of
Incorporation.
2. The Amended and Restated Bylaws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to each of the Plans.
5. A copy of each of the Plans, as amended to date.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plans have been duly taken, and the Common Stock, upon acquisition
pursuant to the terms of the Plans, and the related Series A Junior
Participating Preferred Stock Purchase Rights, will be duly authorized,
legally and validly issued, fully paid and nonassessable.
(c) The Allegiance Corporation Retirement Plan complies with the
provisions of the Employee Retirement Income Security Act of 1974, as
amended.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
McDermott, Will & Emery
LMK:cm
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 26, 1996 appearing on page F-2 of
Allegiance Corporation's Form 10/A3 dated September 20, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
September 23, 1996
