The registrant requests that the
registration statement become
effective immediately upon filing
pursuant to Securities Act Rule
462.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
BAUSCH & LOMB INCORPORATED
(Exact name of issuer as specified in its charter)
NEW YORK 16-0345235
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604-2701
(Address of principal executive offices and zip code)
THE BAUSCH & LOMB SAVINGS PLUS PLAN
(Full title of plan)
____________
STEPHEN A. HELLRUNG
Senior Vice President, Secretary and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (716) 338-6000
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered(1) Share (2) Price Fee
Common
Stock,
$.40 par 125,000 $36.375 $4,546,875 $1,377.84
value shares
________________________
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1993, this Registration Statement covers an
indeterminant amount of interests to be offered or sold
pursuant to the Bausch & Lomb Savings Plus Plan.
(2) Estimated on the basis of the average of the high and low
prices of Bausch & Lomb Common Stock reported on the New
York Stock Exchange for December 12, 1996, solely for the
purpose of determining the registration fee pursuant to Rule
457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
*
Item 2. Registrant Information and Employee Plan Annual
Information
*
____________
* All documents furnished to participants in the BAUSCH & LOMB
INCORPORATED SAVINGS PLUS PLAN pursuant to Rule 428 and
containing the information required by Part I of Form S-8
under the Securities Act of 1933 are on file at the
Registrant's principal executive offices.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the
Company with the Securities and Exchange Commission, are
incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995; and
2. All other reports filed by the Company pursuant to
Section 13(a) and 15(d) of the Securities Exchange Act of 1934
since December 30, 1995.
3. The class of Securities is described in Exhibit (3)-a
of the Company's Form 10-K for the fiscal year ended December 28,
1986.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Stephen A. Hellrung, Senior Vice President, Secretary and
General Counsel to the Company, One Bausch & Lomb Place,
Rochester, New York, has passed upon the legality under the law
of New York, the state in which the Company is incorporated, of
the Common Stock of the Company being offered hereby. Mr.
Hellrung is the beneficial owner of options to purchase 61,300
shares of Class B Stock granted under the Company's 1990 Stock
Incentive Plan, only 38,145 of which are currently exercisable.
In addition, he is the beneficial owner of options to purchase
16,858 shares of Class B Stock granted under the Company's 1987
Stock Incentive Plan. Mr. Hellrung also holds 13,517 shares of
Class B Stock (which includes fully vested Restricted Stock) and
4,300 shares of Restricted Stock subject to vesting requirements.
Pursuant to the Company's Savings Plus Plan, Mr. Hellrung is the
beneficial owner of 1,900 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Article VIII of the Company's by-laws reads as follows:
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was
or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that no
indemnification may be made to or on behalf of any director
or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his acts were
committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact
a financial profit or other advantage to which he is not
legally entitled, and further provided that, except as
provided in Section 2 hereof, the Corporation shall
indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section 1
shall be a contract right (which shall not be abrogated by
any amendment or repeal of this Section 1 with respect to
matters arising prior to such amendment or repeal) and shall
include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its
final disposition; provided, however, that the payment of
such expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person
while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this Section 1 or otherwise. The Corporation may, by action
of its Board of Directors, provide indemnification to
employees and agents of the corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim
under Section 1 is not paid in fully by the Corporation
within thirty days after a written claim has been received
by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking has
been tendered to the Corporation) that the claimant has not
met the standards of conduct which make it permissible under
Section 1 for the Corporation to indemnify the claimant for
the amount claimed, but the burden of providing such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in Section 1, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and the payment or expense incurred in
defending a proceeding in advance of its final disposition
conferred in this Article shall be exclusive of any other
right which any person may have or hereafter acquire under
any statute, provision of the certificate of incorporation,
by-laws, agreement, vote or shareholders or disinterested
directors or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under this Article or applicable law.
As authorized by New York law, the Company has purchased
insurance insuring it against amounts which it might incur
as a result of its indemnification of officers and directors
for certain liabilities they might incur, and insuring such
officers and directors for additional liabilities against
which they may not be indemnified by the Company.
Reference is made to Sections 721-726 of the New York State
Business Corporation Law for a description of the extent to
which indemnification of officers and directors is permitted
under New York Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end 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; 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 (1)(i)
and (1)(ii) do not apply if the
registration statement is on Form S-3, Form
S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that
are incorporated by reference 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
the purposes of determining liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section
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 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 of 1933 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 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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
EXHIBIT INDEX
SEC Exhibit Exhibit No. Location
I. Instruments Defining the (4)
Rights of Security Holders
A. Company's Certificate of Incorporated by
Incorporation and By- reference to
Laws Exhibit(3)-a of
the Company's
Form 10-K for
fiscal year
ended December 28,
1986.
B. The Bausch & Lomb
Savings Plus Plan Page
II. Opinion of (5) Page
Stephen A. Hellrung, Esq.
III. Consent of (24) Page
Price Waterhouse LLP
IV. Powers of Attorney (25) Page
V. Subsidiaries of the (28) Exhibit 22 to
Registrant the Company's
Form 10-K for
the fiscal year
ended December
30, 1995.
<PAGE>
EXHIBIT II
December 17, 1996
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
Gentlemen:
I am General Counsel to Bausch & Lomb Incorporated (the
"Company"), and in such capacity have examined the Registration
Statement on Form S-8 to which this is an exhibit, to be filed
with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of
125,000 shares of the Company's common stock, par value $.40 per
share, and of an indeterminate amount of interests to be offered
or sold pursuant to the Bausch & Lomb Savings Plus Plan (the
"Plan"), all as described more fully in said Registration
Statement. I have also examined copies of the Articles of
Incorporation, as amended, the By-laws of the Company and the
Plan. In addition, I have made such other examinations and have
ascertained or verified to my satisfaction such additional facts
as I deem pertinent under the circumstances.
On the basis of such examinations, I am of the opinion that:
1. The Company is a corporation duly organized and existing
under the laws of the State of New York with corporate power
to own and operate the property now owned by it.
2. All legal and corporate proceedings necessary to the
authorization and issuance of the common shares heretofore
issued have been duly taken and such common shares have been
legally issued, and when utilized for the purposes of the
Plan according to the provisions thereof, will be legally
issued, fully paid and nonassessable outstanding common
shares of the Company.
I consent to the filing of this opinion as an Exhibit to the
registration statement for the common stock to be issued under
the Plan.
Very truly yours,
SAH:mb
<PAGE>
EXHIBIT III
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
23, 1996, which appears on page 65 of the 1995 Annual Report to
Shareholders of Bausch & Lomb Incorporated, which is incorporated
by reference in Bausch & Lomb Incorporated's Annual Report on
Form 10-K for the year ended December 30, 1995. We also consent
to the incorporation by reference of our report on the Financial
Statement Schedules, which appears as Exhibit 24 of such Annual
Report on Form 10-K.
PRICE WATERHOUSE
December 17, 1996
Rochester, New York
<PAGE>
SIGNATURES
The Registrant. 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 City of Rochester,
and the State of New York, on this 17th day of December, 1996.
BAUSCH & LOMB INCORPORATED
By: /s/ William H. Waltrip
William H. Waltrip
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Principal Executive Officer
Date: December 17, 1996 By: /s/ William H. Waltrip
William H. Waltrip
Chairman of the Board,
Chief Executive Officer
and Director
Principal Financial Officer
Date: December 17, 1996 By: /s/ Stephen C. McCluski
Stephen C. McCluski
Senior Vice President -
Finance
Date: December 17, 1996 Controller
By: /s/ Jurij Z. Kushner
Jurij Z. Kushner
Vice President and
Controller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director(s) of Bausch & Lomb Incorporated, a New York
corporation, hereby constitute(s) and appoint(s) William H.
Waltrip and Stephen A. Hellrung, or either one of them, his, or
their respective, true and lawful attorney's-in-fact and agents,
each with full power and authority to act as such without the
other, to do any and all acts and things and to execute any and
all instruments which either of said attorneys-in-fact and agents
may deem necessary or advisable to enable said Company to comply
with the Securities Act of 1933, as amended, and with any
regulations, rules or requirements of the Securities and Exchange
Commission thereunder in connection with any Registration
Statements filed under said Act, covering any offering of
securities made, or deemed to be made, in connection with the
Bausch & Lomb Incorporated, the Bausch & Lomb Savings Plus Plan,
as it may from time to time be amended, and any other stock plan
of said Company, or any of them, including the offering of any
Bausch & Lomb Incorporated Common Stock or other securities
thereunder, and including specifically, but without limitation of
the foregoing power and authority, to sign the name(s) of the
undersigned to said Registration Statements and to any amendment
or amendments thereto filed with said commission under said Act
in such connection, the undersigned hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either
of them shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been signed and
delivered by the undersigned as of this 5th day of August, 1996.
/s/ Franklin E. Agnew /s/ John R. Purcell
Franklin E. Agnew John R. Purcell
/s/ William Balderston III /s/ Linda Johnson Rice
William Balderston III Linda Johnson Rice
/s/ Bradford R. Boss /s/ Alvin W. Trivelpiece
Bradford R. Boss Alvin W. Trivelpiece
/s/ William M. Carpenter /s/ Kenneth L. Wolfe
William M. Carpenter Kenneth L. Wolfe
/s/ Ruth R. McMullin
Ruth R. McMullin
<PAGE>
DIRECTORS
Franklin E. Agnew
William Balderston III
Bradford R. Boss
William M. Carpenter
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Alvin W. Trivelpiece, Ph.D.
Kenneth L. Wolfe
By: /s/ William H. Waltrip December 17, 1996
William H. Waltrip
Attorney-in-Fact and
Chairman of the Board
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on
December 17, 1996.
BAUSCH & LOMB SAVINGS PLUS PLAN
By: Employee Benefits Administrative Committee
/s/ Daryl M. Dickson
Daryl M. Dickson, Chair
/s/ Alan H. Resnick
Alan H. Resnick
/s/ Stephen C. McCluski
Stephen C. McCluski
/s/ Stephen A. Hellrung
Stephen A. Hellrung
/s/ William M. Carpenter
William M. Carpenter
Being all the members of the Bausch & Lomb Employee Benefits
Administrative Committee.
