<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1998
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEGIANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State of Incorporation)
36-4095179
(I.R.S. Employer Identification No.)
1430 WAUKEGAN ROAD, MCGAW PARK, ILLINOIS 60085
(Address of Principal Executive Offices) (Zip Code)
ALLEGIANCE CORPORATION 1998 INCENTIVE COMPENSATION PROGRAM
(Full Title of the Plan)
WILLIAM L. FEATHER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1430 WAUKEGAN ROAD
MCGAW PARK, ILLINOIS 60085
(Name and Address of Agent for Service)
(847) 689-8410
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount To Be Proposed Maximum Proposed Maximum Amount Of
be Registered Registered Offering Price Per Share(1) Aggregate Offering Price Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 4,000,000 $47.75 $191,000,000.00 $56,345.00
value $1.00 (including
Series A Junior
Participating Preferred
Stock Purchase Rights)(3)
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and
computed pursuant to Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), based on the average
of the high and low prices per share as reported on the New York Stock
Exchange for Allegiance Common Stock on May 18, 1998.
(2) This fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(3) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") currently
trade with the Common Stock. The value attributable to the Rights, if
any, is reflected in the value of the Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Allegiance Corporation, a
Delaware corporation (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report referred to in (a)
above; and
(c) The description of the Registrant's Common Stock, par value
$1.00, 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 No. 001-
11885, filed with the Commission by the Registrant pursuant to
Section 12(b) of the Exchange Act on or about September 20, 1996.
All documents subsequently filed by the Registrant 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 herein and to be a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein 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 document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the shares of
Common Stock registered hereby have been passed upon by William L. Feather,
Senior Vice President, General Counsel and Secretary of the Registrant. As
of the date hereof, Mr. Feather may be deemed to be the beneficial owner of
64,762 shares of Common Stock, including shares issuable pursuant to options
which are currently exercisable or exercisable within 60 days hereof. Mr.
Feather participates in the Registrant's Incentive Compensation Program.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses and liabilities
incurred by them in connection with any action, suit or proceeding to which
they are, or threatened to be made, a party by reason of their serving in
such positions so long as such persons acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of
the corporation, and with respect to any criminal action or proceeding, so
long as such persons had no reasonable cause to believe that their conduct
was unlawful. The statute expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Amended and Restated Certificate of Incorporation of the Registrant
provides for indemnification of present and former directors and officers
of the Registrant and subsidiaries of the Registrant and persons serving as
directors, officers, employees or agents of other corporations or entities
at the request of the Registrant, each to the fullest extent permitted by
the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 (relating to liability for unauthorized acquisitions, or redemptions
of, or dividends on, capital stock) of the DGCL or (iv) for any
transactions from which the director derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the Registrant
contains such a provision.
The Registrant maintains liability insurance for the protection of its
directors and officers against claims asserted against them in their
official capacities.
The preceding discussion of the Amended and Restated Certificate of
Incorporation of the Registrant and the DGCL is not intended to be
exhaustive and is qualified in its entirety by reference to the complete
texts of the Amended and Restated Certificate of Incorporation of the
Registrant and to the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
<PAGE>
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, including Certificate of Designation relating
to the Series A Junior Participating Preferred Stock of the
Registrant (filed as Exhibit 3.1 to the Registrant's
quarterly report on Form 10-Q for the quarterly period
ended September 30, 1996, filed with the Commission on or
about November 14, 1996, and incorporated herein by
reference).
4.2 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registrant's registration statement, as
amended, on Form S-1/A (File No. 333-12525), filed with the
Commission on or about September 30, 1996, and incorporated
herein by reference).
4.3 Form of Certificate of Common Stock of the Registrant
(filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's
registration statement on Form 10/A (File No. 001-11885),
filed with the Commission on or about September 20, 1996,
and incorporated herein by reference).
5.1 Opinion of William L. Feather regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of William L. Feather (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar amount of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
<PAGE>
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) 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 foregoing provisions, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of McGaw Park, State of
Illinois, on the 7th day of May, 1998.
ALLEGIANCE CORPORATION
By: /s/ Lester B. Knight
--------------------
Lester B. Knight, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant on May 7, 1998 in the capacities
indicated.
Signature Title
--------- -----
/s/ Lester B. Knight Chairman of the Board, Chief Executive
- ------------------------------------ Officer and Director (Principal
Lester B. Knight Executive Officer)
/s/ Joseph F. Damico President, Chief Operating Officer and
- ------------------------------------ Director
Joseph F. Damico
/s/ Peter B. McKee Peter B. McKee Senior Vice President
- ------------------------------------ and Chief Financial Officer (Principal
Peter B. McKee Financial Officer)
/s/ Richard C. Adloff Corporate Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
Richard C. Adloff
/s/ Kenneth D. Bloem Director
- ------------------------------------
Kenneth D. Bloem
/s/ Silas S. Cathcart Director
- ------------------------------------
Silas S. Cathcart
/s/ Connie R. Curran Director
- ------------------------------------
Connie R. Curran
/s/ Arthur F. Golden Director
- ------------------------------------
Arthur F. Golden
/s/ David W. Grainger Director
- ------------------------------------
David W. Grainger
/s/ Michael D. O'Halleran
- -----------------------------------
Michael D. O'Halleran
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, including Certificate of Designation relating to
the Series A Junior Participating Preferred Stock of the
Registrant (filed as Exhibit 3.1 to the Registrant's quarterly
report on Form 10-Q for the quarterly period ended September
30, 1996, filed with the Commission on or about November 11,
1996, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to the Registrant's Registration Statement, as amended, on
Form S-1/A (File No. 333-12525), filed with the Commission on or
about September 30, 1996, and incorporated herein by reference).
4.3 Form of Certificate of Common Stock of the Registrant (filed as
Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration
Statement on Form 10/A (File No. 001-11885), filed with the
Commission on or about September 20, 1996, and incorporated
herein by reference).
5.1 Opinion of William L. Feather regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of William L. Feather (included in Exhibit 5.1).
<PAGE>
Exhibit 5.1
-----------
[Allegiance Corporation Letterhead]
May 21, 1998
Allegiance Corporation
1430 Waukegan Road
McGaw Park, Illinois 60085
Ladies and Gentlemen:
I am General Counsel of ALLEGIANCE CORPORATION, a Delaware corporation
(the "Company"). This opinion is being furnished to you in connection with
the preparation and filing with the Securities and Exchange Commission (the
"Commission") of the Registration Statement on Form S-8 (the "Registration
Statement") relating to 4,000,000 shares (the "Shares") of the Company's
common stock, par value $1.00 per Share (the "Common Stock") issuable
pursuant to the Company's 1998 Incentive Compensation Program (the
"Program").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents as I have deemed
necessary or appropriate as a basis for the opinions set forth below. In
my examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents
submitted to me as certified or photostatic copies and the authenticity of
the originals of such latter documents. As to any facts material to the
opinions expressed herein which were not independently established or
verified, I have relied upon statements and representations of officers or
other representatives of the Company and others.
I am admitted to the Bar of the State of Illinois, and I express no
opinion as to the laws of any other jurisdiction, except with respect to
the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, when (i) the Registration
Statement becomes effective; (ii) the Shares are issued pursuant to the
terms of the Program; and (iii) certificates representing the Shares are
duly executed, countersigned, registered and delivered, I am of the opinion
that the Shares will be duly authorized by requisite corporate action on
the part of the Company and, when and to the extent issued and paid for in
accordance with the terms of the Program, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration
Statement.
Very truly yours,
/s/ William L. Feather
----------------------------------------------------
William L. Feather
Senior Vice President, General Counsel and Secretary
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated January 26, 1998, which appears on page 27
of the Annual Report to Stockholders of Allegiance Corporation, which is
incorporated by reference in the Annual Report on Form 10-K of Allegiance
Corporation for the year ended December 31, 1997. We also consent to the
incorporation by reference of our Report on the Financial Statement
Schedule, which appears on page S-1 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 21, 1998
