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)
BAUSCH & LOMB INCORPORATED
Annual Retainer Stock Plan
for Non-Employee Directors
(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 Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Share* Price* Fee
Common
Stock,
$.40 par 100,000 $39.25 $3,925,000 $1,353.45
value shares
________________________
* Inserted solely for purposes of calculating the registration
fee pursuant to Rule 457(c), and based upon the average of
the high and low prices for the registrant's common stock on
the New York Stock Exchange on May 7, 1996, within five (5)
business days prior to the date of filing of the
registration statement.
<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 ANNUAL RETAINER STOCK PLAN FOR NON-EMPLOYEE
DIRECTORS 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 50,800
shares of Class B Stock granted under the Company's 1990 Stock
Incentive Plan, only 29,480 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 17,927 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 1,875 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;
(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,
including (but not limited to) any addition
or deletion of a managing underwriter;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 Incorporated by
Certificate of reference to
Incorporation and By- Exhibit (3)-a of
Laws the Company's
Form 10-K for
fiscal year
ended December
28, 1986.
B. Annual Retainer Page II-8
Stock Plan for Non-
Employee Directors
II. Opinion of (5) Page II-16
Stephen A. Hellrung, Esq.
III. Consent of (24) Page II-17
Price Waterhouse LLP
IV. Powers of Attorney (25) Page II-18
V. Subsidiaries of the (28) Exhibit 22 to
Registrant the Company's
Form 10-K for
the fiscal year
ended December
30, 1995.
<PAGE>
BAUSCH & LOMB INCORPORATED
ANNUAL RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
1. INTRODUCTION
This plan shall be known as the "Bausch & Lomb Annual
Retainer Stock Plan For Non-Employee Directors" and is
hereinafter referred to as the "Plan". The purposes of the Plan
are to enable Bausch & Lomb Incorporated, a New York corporation
(the "Company"), to promote the interests of the Company and its
shareholders by attracting and retaining non-employee Directors
capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the
Company's shareholders, by paying half of what heretofore had
been their annual cash retainer in the form of shares of the
Company's common stock, par value $.40 per share (the "Common
Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the
shareholders of the Company.
The "Annual Cash Retainer Amount" for a Participant
means the dollar amount of the annual cash retainer
payable to the Participant for service on the Board for
the Plan Year or the portion of the Plan Year during
which he or she is a Participant; provided that, for
these purposes only, such dollar amount shall not be
increased more than once every three years. The Annual
Cash Retainer Amount for the first Plan Year shall be
$15,000, which is one-half the retainer amount that
would be paid in cash to Directors for service on the
Board during the year commencing with the Annual
Meeting in 1996, absent the Plan.
The "Board" means the Board of Directors of the
Company.
"Change of Control" has the meaning set forth in
Section 12(d).
The "Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.
References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.
The "Committee" means the committee that administers
the Plan, as more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
The "Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in
Section 6.
"Deferred Stock Account" means a bookkeeping account
maintained by the Company for a Participant
representing the Participant's interest in the shares
credited to such Deferred Stock Account pursuant to
Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the
Board of Directors of the Company.
The "Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock
having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of
distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such
dividend or distribution; such fair market value to be
determined by the Committee in good faith.
The "Effective Date" has the meaning set forth in
Section 3.
The "Exchange Act" has the meaning set forth in
Section 13(b).
The "Fair Market Value" means the mean between the
highest and lowest reported sales prices of the Common
Stock on the NYSE Composite Tape or, if not listed on
such exchange, on any other national securities
exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be
determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is
payable to a Participant pursuant to Section 5 (without
regard to the effect of any Deferral Election).
"Plan Year" means the period from the date of an Annual
Meeting through the day immediately preceding the date
of the next Annual Meeting.
"Stock Retainer" has the meaning set forth in Section
5.
"Third Anniversary" has the meaning set forth in
Section 6.
The "Valuation Date" for a Stock Retainer means the
date of the Annual Meeting that begins the Plan Year with
respect to which such Stock Retainer is payable; provided
that, if a person becomes a Participant on a day other than
the date of an Annual Meeting, that day shall be the
"Valuation Date" for such Participant for the Plan Year in
which that day occurs.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of the Annual
Meeting that occurs in 1996 (the "Effective Date"), provided that
it is approved by the shareholders at such Annual Meeting.
4. ELIGIBILITY
Each individual who is a Director on the Effective Date and
each individual who becomes a Director thereafter during the term
of the Plan, shall be a participant ("Participant") in the Plan,
in each case during such period as such individual remains a
Director and is not an employee of the Company or any of its
subsidiaries. Each credit of shares of Common Stock pursuant to
the Plan shall be evidenced by a written agreement duly executed
and delivered by or on behalf of the Company and a Participant,
if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, one-half of the amount
that had prior to the Effective Date been paid in cash to each
Participant for service on the Board shall instead be payable in
shares of Common Stock (the "Stock Retainer") pursuant to this
Plan. The number of shares of Common Stock paid to each
Participant as the Stock Retainer for a given Plan Year shall be
determined by dividing (i) the Annual Cash Retainer Amount for
such Participant for such Plan Year by (ii) the Fair Market Value
on the Valuation Date, and then rounding to the nearest whole
share. The Stock Retainer shall be payable immediately following
the Company's Annual Meeting, provided that the Stock Retainer
payable to any person who becomes a Participant following the
Company's Annual Meeting, whether by appointment or election as a
Director or by change in status from a full-time employee, shall
be payable on the date such person first becomes a Participant.
Shares of Common Stock credited to a Deferred Stock Account
pursuant to Section 7 shall be delivered pursuant to Section 8
hereof.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer for the subsequent Plan Year,
specifying which one of the following ways the Stock Retainer is
to be delivered: (a) on the date which is three years after the
date of the Annual Meeting for which it was originally payable
(the "Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director for any reason (the
"Departure Date") or (c) in five equal annual installments
commencing on the Departure Date (the "Third Anniversary" and the
"Departure Date" each being referred to herein as a "Delivery
Date"). Such Deferral Election shall remain in effect for each
subsequent Plan Year unless changed, provided that, any Deferral
Election with respect to a particular Plan Year may not be
changed less than six months prior to the beginning of such Plan
Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Plan Year.
Any Deferral Election and any change or revocation thereof
shall be made by delivering written notice thereof to the
Committee no later than six months prior to the beginning of the
Plan Year in which it is to be effected; provided that, with
respect to the Plan Year beginning on the Effective Date, any
Deferral Election or revocation thereof must be delivered no
later than the close of business on the 30th day prior to the
1996 Annual Meeting.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred
Stock Account with respect to any Stock Retainer for which a
Deferral Election has been made (together with dividends
attributable to such shares credited to such Deferred Stock
Account) shall be delivered in accordance with this Section 8 as
soon as practicable after the applicable Delivery Date. Except
with respect to a Deferral Election pursuant to Section 6(c),
such shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such
number shall be rounded to the nearest whole number of shares.
If the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal
annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first
such installment being delivered on the first anniversary of the
Delivery Date; provided that, if in order to equalize such
installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole
share. If any such shares are to be delivered after the
Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the
case may be, in accordance with the foregoing; provided that, if
the Participant dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, the "Trust") to assist it in accumulating the shares of
Common Stock needed to fulfill its obligations under this Section
8. However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights
under the Plan shall be as general creditors of the Company,
unaffected by the existence or nonexistence of the Trust, except
that deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant
pursuant to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:
(i) Listing or approval for listing upon official
notice of issuance of such shares on the New York Stock
Exchange, Inc., or such other securities exchange as may at
the time be a market for the Common Stock;
(ii) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee shall, upon the advice of
counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit
from any state or federal governmental agency which the
Committee shall, after receiving the advice of counsel,
determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company
from adopting other or additional compensation arrangements for
the Participants.
(c) No Common Stock received by a Participant pursuant to
the Plan may be sold until at least six months after the Payment
Date for such Common Stock.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is 100,000. Shares of Common
Stock issuable under the Plan may be taken from treasury shares
of the Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred
Stock Accounts are converted pursuant to Section 12(a) into
another form of property, references in the Plan to the Common
Stock shall be deemed, where appropriate, to refer to such other
form of property, with such other modifications as may be
required for the Plan to operate in accordance with its purposes.
Without limiting the generality of the foregoing, references to
delivery of certificates for shares of Common Stock shall be
deemed to refer to delivery of cash and the incidents of
ownership of any other property held in the Deferred Stock
Accounts.
(c) In lieu of the adjustment contemplated by Section
12(a), in the event of a Change of Control, the following shall
occur on the date of the Change of Control: (i) the shares of
Common Stock held in each Participant's Deferred Stock Account
shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each
Participant who has a Deferred Stock Account all of the shares of
Common Stock or any other property held in such Participant's
Deferred Stock Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean
any of the following events:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (b) the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (a) any acquisition directly
from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (a),
(b) and (c) of paragraph (iii) of this Section 12(d) are
satisfied; or
(ii) Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the "Board" and, as of the
date hereof, the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Common Stock
or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation or the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (c)
at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger,
binding share exchange or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger, binding
share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a)
a complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
60% of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition
of assets of the Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee
consisting of three members who shall be the Chief Executive
Officer, the Chief Financial Officer and the Senior Vice
President - Human Resources or such other senior executive
officers or other directors who are not Participants as may be
designated by the Chief Executive Officer (the "Committee"),
which shall have full authority to construe and interpret the
Plan, to establish, amend and rescind rules and regulations
relating to the Plan, and to take all such actions and make all
such determinations in connection with the Plan as it may deem
necessary or desirable.
(b) The Board may from time to time make such amendments to
the Plan, including to preserve or come within any exemption from
liability under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as it may deem proper and
in the best interest of the Company without further approval of
the Company's stockholders, provided that, to the extent required
under New York law or to qualify transactions under the Plan for
exemption under Rule 16b-3 promulgated under the Exchange Act, no
amendment to the Plan shall be adopted without further approval
of the Company's stockholders and, provided, further, that if and
to the extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six-month period that would
change the amount, price or timing of the grants of Common Stock
hereunder other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder.
(c) The Board may terminate the Plan at any time by a vote
of a majority of the members thereof.
(d) Notwithstanding any other provision of the Plan,
neither the Board nor the Committee shall be authorized to
exercise any discretion with respect to the selection of persons
to receive shares or credits of shares of Common Stock under the
Plan or concerning the amount or timing of such receipt or
credits under the Plan, and no amendment or termination of the
Plan shall adversely affect the interest of any Participant in
shares previously credited to such Participant's Deferred Stock
Account without that Participant's express written consent.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director for
reelection by the Company's shareholders or to limit the rights
of the shareholders to remove any Director.
(b) The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock pursuant
to the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of New
York.
<PAGE>
EXHIBIT II
May 13, 1996
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
Gentlemen:
I am General Counsel to Bausch & Lomb Incorporated ("Company"),
and in such capacity am familiar with the corporate proceedings
which have taken place with respect to the adoption of the
Company's Annual Retainer Stock Plan for Non-Employee Directors
("Plan"), pursuant to which shares of Common Stock, par value
$.40 per share, are to be granted to non-employee directors of
the Company. I am also familiar with the fact that the Company
proposes filing with the Securities and Exchange Commission a
registration statement on Form S-8 for 100,000 shares of Common
Stock which may hereafter be granted under the Plan. Based upon
the foregoing and upon such examination of the Company's
Certificate of Incorporation, as amended, By-Laws, the Plan,
certain minutes of the Company's shareholders and Board of
Directors, and such other matters as I have considered necessary
for the purposes hereof, it is my opinion that:
1. The Company has been duly organized and incorporated and is
validly existing under the laws of the State of New York.
2. The Plan has been duly adopted and the 100,000 shares of
Common Stock of the Company currently being set aside for
the Plan, which are being registered, have been duly
authorized, legally and validly issued.
I consent to the filing of this opinion as an exhibit to the
registration statement for the Common Stock to be granted or
otherwise issued under the Plan.
Very truly yours,
SAH:lg
<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
May 13, 1996
Rochester, New York
<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 Annual Retainer Stock Plan for Non-
Employee Directors, 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 10th day of May, 1996.
_________________________ ________________________
_________________________ ________________________
_________________________ ________________________
_________________________ ________________________
<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 10th day of May, 1996.
BAUSCH & LOMB INCORPORATED
By: _____________________
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: May 10, 1996 By: _______________________
William H. Waltrip
Chairman of the Board,
Chief Executive Officer
and Director
Principal Financial Officer
Date: May 10, 1996 By: ________________________
Stephen C. McCluski
Senior Vice President -
Finance
Date: May 10, 1996 Controller
By: _________________________
Jurij Z. Kushner
Vice President and
Controller
<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: __________________________ May 10, 1996
William H. Waltrip
Attorney-in-Fact and
Chairman of the Board
