<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1994
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
BIO-RAD LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-1381833
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
1000 Alfred Nobel Drive
Hercules, California 94547
(Address of principal executive offices)
______________
BIO-RAD LABORATORIES, INC. 1994 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
SANFORD S. WADLER CHRISTOPHER L. KAUFMAN, ESQ.
General Counsel and Secretary Latham & Watkins
Bio-Rad Laboratories, Inc. 505 Montgomery Street, Suite 1900
1000 Alfred Nobel Drive San Francisco, California 94111
Hercules, California 94547 (415) 391-0600
(510) 724-7000
(Name, address, including zip code,
and telephone number including area code,
of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
- -------------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $1.00
par value 450,000 $14.31 $6,439,500 $2,220.52
Class B Common
Stock, $1.00
par value 225,000 $14.69 $3,305,250 $1,139.74
---------
Total
Registration
Fees $3,360.26
</TABLE>
[FN]
(1)Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) and (c). The Proposed
Maximum Offering Price Per Share is based upon the average of the high
and low prices for the Company's Common Stock on the American Stock
Exchange on April 25, 1994.
_______________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission by Bio-Rad
are incorporated by reference in this Registration Statement
as of their respective dates:
(a) Bio-Rad's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
(b) Bio-Rad's Proxy Statement dated March 25, 1994, for
the 1994 Annual Meeting of Stockholders.
(c) The description of Bio-Rad's Common Stock which is
contained in its Registration Statement No. 33-7036 on
Form S-2 filed on August 26, 1986 under the Exchange
Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by Bio-Rad 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 into this Registration
Statement and to be a part hereof from the date of filing of
such documents.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby
are being passed upon for the Company by Sanford S.
Wadler, General Counsel and Secretary of the Company.
Item 6. Indemnification of Directors and Officers
The Company has the power to indemnify its directors,
officers and other persons against liability for certain
acts pursuant to Section 145 of the Delaware General
Corporation Law and pursuant to the Company's Certificate
of Incorporation. Section 8 of the Company's
Certification of Incorporation provides as follows:
"8. A director of the corporation shall not
be personally liable to the corporation or any
stockholder for monetary damages for breach of
fiduciary duty as a director, except for liability
(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)
1.
<PAGE>
under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from
which the director derived an improper personal
benefit. If the Delaware General Corporation Law
is amended after approval by the stockholders of
this Article 8 to authorize corporate action
further eliminating or limiting the personal
liability of directors, then the liability of a
director of the corporation shall be eliminated or
limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Any repeal or modification of any provision of the
Article 8 by the stockholders of the corporation
shall not adversely affect any right or protection
of a director of the corporation existing at the
time of such repeal or modification."
In addition, the Company maintains a standard form
of directors' and officers' liability insurance policy.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company, the Company 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 of 1993, and is, therefore,
unenforceable.
Item 8. Exhibits
4.1 Bio-Rad Laboratories, Inc. 1994 Stock Option Plan.
5.1 Opinion of Sanford S. Wadler, General Counsel and
Secretary of the Company
23.1 Consent of Independent Public Accountants.
23.2 Consent of Sanford S. Wadler, General Counsel and
Secretary of the Company (included in Exhibit 5.1).
24 Power of Attorney (incorporated in the signature page
to the Registration Statement--see pages 4 and 5).
Item 9. Undertakings
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 and 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,
2.
<PAGE>
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
and (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.
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 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 shall be
deemed to be a new Registration Statement elating 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.
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.
3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1993, 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 Hercules, California on April 28, 1994.
BIO-RAD LABORATORIES, INC.
By: /s/ Sanford S. Wadler
Name: Sanford S. Wadler
Title: General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, hereby constitutes and appoints David
Schwartz and Thomas L. Braje and each acting alone, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all
amendments or supplements to this Registration Statement and to
file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing necessary
or appropriate to be done with respect to this Registration
Statement or any amendments or supplements hereto in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in their respective capacities with Bio-Rad
Laboratories, Inc. and on the dates indicated.
4.
<PAGE>
Signature Title Date
President April 28, 1994
/s/ David Schwartz and Director
David Schwartz
/s/ James J. Bennett Director April 28, 1994
James J. Bennett
/s/ Albert J. Hillman Director April 28, 1994
Albert J. Hillman
/s/ Philip L. Padou Director April 28, 1994
Philip L. Padou
/s/ Alice N. Schwartz Director April 28, 1994
Alice N. Schwartz
/s/ Burton A. Zabin Director April 28, 1994
Burton A. Zabin
Vice President, April 28, 1994
/s/ Thomas L. Braje Chief Financial Officer
Thomas L. Braje
Principal Accounting April 28, 1994
/s/ James R. Stark Officer
James R. Stark
5.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 Bio-Rad Laboratories, Inc. 1994 Stock Option Plan 9
5.1 Opinion of Sanford S. Wadler, General Counsel
and Secretary of the Company . . . . . . . . . 7
23.1 Consent of Independent Public Accountants . . . 8
23.2 Consent of Sanford S. Wadler, General Counsel
and Secretary of the Company (included in Exhibit 5.1)
24 Power of Attorney (incorporated in the signature page
to the Registration Statement (see pp. 4 and 5)
6.
<PAGE>
Exhibit 5.1
April 28, 1994
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Re: Bio-Rad Laboratories, Inc. Class A Common Stock,
par value $1.00 per share and Class B Common Stock
Par Value $1.00 Per Share
Ladies and Gentlemen:
I have examined the Registration Statement of Form S-8 (the
"Registration Statement"), which Bio-Rad Laboratories, Inc. (the
"Company") intends to file with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of Class A
common stock, par value $1.00 per share and 225,000 shares of
Class B common stock, par value $1.00 per share (the "Shares") in
connection with the Bio-Rad Laboratories, Inc. 1994 Stock Option
Plan (the "Plan"). I am familiar with the Plan. I am familiar
with the proceedings undertaken by the Company in connection with
the issuance of the Shares under the Plan and the authorization
of such issuance thereunder, and have examined such documents and
such questions of law and fact as I have deemed necessary in
order to express the opinion hereinafter stated.
Based on the foregoing, I am of the opinion that the Shares
have been duly authorized, and upon issuance of the Shares under
the terms of the Plan and delivery and payment therefor of legal
consideration in excess of the aggregate par value of the Shares
issued, such Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to me
under the heading "Interests of Named Experts and Counsel"
contained in Part II of the Registration Statement.
Very truly yours,
/s/ Sanford S. Wadler
Sanford S. Wadler
General Counsel and Secretary
7.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated February 18, 1994, included in Bio-Rad
Laboratories, Inc.'s Form 10-K for the year ended December
31,1993.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
San Francisco, California,
April 28, 1994
8.
<PAGE>
Exhibit 4.1
BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
1. Name
This Plan shall be known as the "Bio-Rad Laboratories 1994
Stock Option Plan", and is sometimes herein called the "Plan."
2. Purpose
The purpose of the Plan is to provide a means for Bio-Rad
Laboratories, Inc., a Delaware corporation (the "company")
through the grant of incentive stock options and non-qualified
stock options to Key Employees (as defined below), to attract and
retain persons of ability as employees and motivate such
employees to exert their best efforts on behalf of the Company
and any Subsidiary (as defined below).
3. Definitions
a. The term, "Subsidiary", means any corporation which at
the time an option is granted under the Plan qualifies as a
subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or any
similar provision hereafter enacted, except that such term shall
not include any corporation which is classified as a foreign
corporation pursuant to Section 7701 of the Code.
b. The term, "Key Employees", means those employees
(including officers and directors who are also employees) of the
Company or of any Subsidiary whose services, in the judgment of
the Board, are considered especially important to the future of
the Company.
c. The term, "Board", means the Board of Directors of the
Company.
d. The term, "Committee", means the Stock Option Award
Committee of the Board appointed as provided in paragraph 5.
e. The term, "Incentive Stock Options", means options to
purchase shares of Class A or Class B Common Stock of the
Company, par value $1 per share (such shares of Class A or Class
B Common Stock hereinafter sometimes collectively called "Stock")
which at the time such options are granted under the Plan qualify
as incentive stock options within the meaning of Section 422 of
the Code.
f. The term,"Nonqualified Stock Options," means options to
purchase Stock which at the time such options are granted under
the Plan do not qualify as Incentive Stock Options.
9.
<PAGE>
g. The term, "Options", means, collectively, Incentive
Stock Options and Nonqualified Stock Options.
4. Shares Subject to the Plan
Options may be granted by the Company from time to time to
Key Employees to purchase an aggregate of up to 450,000 shares of
Stock, which shares may be shares of either Class A or Class B
Common Stock, and that number of shares of each such Class shall
be reserved for options granted under the Plan (subject to
adjustment as provided in paragraph 7(g)); provided, that no
officer or director of the Company shall be granted options to
purchase an aggregate of more than 225,000 shares of Stock. If
any option granted under the Plan terminates, expires or, with
the consent of the optionee, is canceled, new options may
thereafter be granted covering such shares.
5. Administration of the Plan
The Plan shall be administered by the Board, which may
interpret the Plan, prescribe, amend and rescind any rules and
regulations necessary or appropriate for the administration of
the Plan or for the continued qualification of any Incentive
Stock Options and make such other determinations and take such
other action as it deems necessary or advisable. Notwithstanding
any provision of this Plan, the Board may take no action and may
make no determination which is inconsistent with the requirements
of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as such rule may be amended in the
future. All actions and determinations which are required to be
taken or made by a "disinterested" administrator under Rule 16b-
3(c) of the Exchange Act shall be taken or made by the Committee,
which shall consist of two or more directors, appointed by and
holding office at the pleasure of the Board, each of whom is a
"disinterested person" as defined by Rule 16b-3 under the
Exchange Act. Appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at
any time by delivering written notice to the Board. Vacancies in
the Committee shall be filled by the Board. Any interpretation,
determination or other action made or taken by the Board or the
Committee shall be final, binding and conclusive.
6. Grant of Options
From and after the date the stockholders approve the Plan,
the Committee shall, subject to the provisions of the Plan: (a)
determine and designate from time to time those Key Employees to
whom options are to be granted, whether the options so to be
granted will be Incentive Stock Options or Nonqualified Stock
Options, the number of shares of Stock to be subject to options
granted to each such Key Employee and whether such shares will be
Class A or Class B Common Stock; (b) authorize the granting of
Incentive Stock Options, Nonqualified Stock Options or
combinations thereof; and (c) make such other determinations as
10.
<PAGE>
it may be authorized to make in the Plan and as it may deem
necessary and desirable for the purposes of the Plan; provided,
however, that (i) no option shall be granted after March 1, 2004,
and (ii) notwithstanding any other provision in this Plan, no
portion of an Incentive Stock Option granted after 1986 shall
become exercisable for the first time ("vest") if, and to the
extent that, such vesting would, taken together with vesting of
other Incentive Stock Options granted to the Optionee after 1986
under all incentive stock option plans of the Company and any
Subsidiary, occur at a rate in excess of $100,000 worth of stock
(measured on the grant date(s)) in any calendar year. If, by
their terms, such Incentive Stock Options taken together would
vest at a faster rate, and unless otherwise provided by the
Board, the vesting limitation described above shall be applied by
deferring the exercisability of those Incentive Stock Options or
portions thereof which have the highest per share exercise
prices. The Incentive Stock Options or portions thereof, the
exercisability of which is so deferred, shall become exercisable
on the first day of the first subsequent calendar year during
which by their terms (without regard to this limitation) they may
be exercised, as determined by applying these same principles and
all other provisions of this Plan, including those relating to
the expiration and termination of Options. In no event, however,
will the operation of this section 6(c)(iii) cause an option to
vest before its terms or, having vested, cease to be vested.
7. Terms and Conditions of Options
Each option granted under the Plan shall be evidenced by an
agreement, in substantially the form attached hereto as Annex A
or Annex B, which forms are incorporated herein by this
reference. Such agreement shall be subject to the following terms
and conditions and to such other terms and conditions as the
Board or Committee may deem appropriate, subject to Sections 5
and 6 hereof.
a. Option Price. The option price per share shall be
determined by the Committee at the time any option is granted. In
the case of an Incentive Stock Option, the option price per share
shall be not less than (i) the fair market value or (ii) if
granted to an individual who, at the time of grant, owns Stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, 110 percent of the
market value per share of the class of Stock to which the
Incentive Stock Option is granted, as determined by the
Committee. In the case of a Nonqualified Stock Option granted to
an officer or director of the Company, the option price per share
shall not be less than the fair market value of one share of the
class of Stock to which the option relates on the date that
option is granted, as determined by the Committee. There is no
requirement for sequential exercising of Incentive Stock Options.
11
<PAGE>
b. Payment of Purchase Price upon Exercise. Each option
shall provide that the purchase price of the shares as to which
such option shall be exercised shall be paid to the Company at
the time of exercise in cash.
c. Exercise in the Event of Death.
(1) If an optionee shall die while an employee of the
Company or a Subsidiary, his or her option may be exercised, to
the extent that the optionee shall have been entitled to do so on
the date of death, by the person or persons to whom the
optionee's rights under the option pass by will or applicable
law, or if no such person has such right, by his or her executors
or administrators, at any time, or from time to time, but not
later than the expiration date of the option or one year after
the optionee's death, whichever is earlier.
(2) If an optionee's employment terminates for any
reason other than death or retirement, all right to exercise his
or her option shall terminate at the date of such termination of
employment. If an optionee's employment terminates by reason of
the optionee's retirement, all right to exercise his or her
option shall terminate on the date of such termination of
employment unless the Committee (in its sole discretion) extends
the right to exercise his or her option by no more than two years
from the date of termination, or such lesser period specified in
the option agreement; provided however, in no event shall an
option be exercisable after the expiration date of the option.
d. Nontransferability. No option granted under the Plan
shall be transferable other than by will or by the laws of
descent and distribution. During the lifetime of the optionee, an
option shall be exercisable only by such optionee. Unless
otherwise approved in writing by the Committee, no shares
acquired upon exercise of any option by any director or any
"officer" of the Company (as defined in Rule 16a-1(f) under the
Exchange Act, as such rule may be amended in the future) may be
sold, assigned, pledged, encumbered or otherwise transferred
until at least six months have elapsed from (but excluding) the
date that such option was granted.
e. Investment Representations. Each option agreement shall
contain such investment representations as the Board may consider
necessary and appropriate to comply with applicable securities
laws and shall provide that the Board may, in the exercise of its
absolute discretion, require similar representations to be made
by any person exercising an option hereunder at the time of and
as a condition to any such option exercise.
f. Adjustments in Event of Change in Stock. In the event
of any change in the Stock by reason of any stock dividend,
recapitalization, reorganization, merger or consolidation, split-
12
<PAGE>
up, combination or exchange of shares, or any similar change
affecting the Stock, (i) the number and kind of shares which
thereafter may be subject to options and issued under the Plan,
(ii) the number and kind of shares subject to outstanding option
agreements and the purchase price per share thereof and (iii) the
maximum number of shares of Stock which may be subject to options
granted to officers and directors of the Company, shall be
appropriately adjusted consistent with such change in such manner
as the Committee may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available
for, participants in the Plan.
g. Incentive Stock Options. Each option agreement which
provides for the grant of an Incentive Stock Option shall contain
such terms and conditions as the Board may determine to be
necessary or desirable to qualify such option as an incentive
stock option within the meaning of Section 422 of the Code.
h. No Rights as Stockholder. No optionee, as such, shall
have any rights as a stockholder of the Company.
i. No Rights to Continued Employment. The Plan and any
option granted under the Plan shall not confer upon any optionee
any right with respect to continuation of employment by the
Company or any Subsidiary, nor shall they interfere in any way
with the right of the Company or any Subsidiary by which an
optionee is employed to terminate his or her employment at any
time.
j. Tax Withholding for Nonqualified Stock Options. The
Board may provide that the payment to the Company (or other
employer corporation) of all amounts which it is required to
withhold under federal, state or local law in connection with the
exercise of a Nonqualified Stock Option be satisfied in the
following manner: with the consent of the Board, (A) through the
withholding by the Company of shares of the Company's Stock or
other securities of the Company issuable to the optionee upon
exercise of the Nonqualified Stock Option only (i) during the
period beginning on the third business day following the date of
release of the quarterly or annual summary statement of sales and
earnings of the Company and ending on the twelfth business day
following such date or (ii) pursuant to an irrevocable written
election by the optionee to use shares of the Company's Stock or
other securities of the Company issuable to the optionee upon
exercise of the Nonqualified Stock Option to pay all or part of
13
<PAGE>
the withholding taxes (subject to the approval of the Board) made
at least six months prior to the payment of such withholding
taxes; or (B) through the tender to the Company of shares of the
Company's Stock or other securities of the Company previously
owned by the optionee. Any shares or other securities so withheld
or tendered will be valued by the Company as of the date they are
withheld or tendered.
8. Compliance with Other Laws and Regulations. The Plan,
the grant and exercise of options thereunder and the obligation
of the Company to sell and deliver shares on exercise of such
options shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may, in the opinion of the
Board, be required. The Company shall not be required to issue or
deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange on which the Stock
may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or
any ruling or regulation of any governmental body which the Board
shall, in its sole discretion, determine to be necessary or
advisable. Without limiting the generality of the foregoing, the
Plan is intended to conform to the extent necessary with all
provisions of the Securities Act of 1933, as amended, and the
Exchange Act and any and all regulations and rules promulgated by
the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and options shall
be granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan and options granted
hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
9. Amendment and Discontinuation. The Board may from time
to time amend, suspend or discontinue or terminate the Plan;
provided, however, that, without approval of the Company's
stockholders given within twelve months before or after the
action by the Board, and subject to subparagraph 7(g), no action
of the Board may (a) increase the number of shares reserved for
options pursuant to paragraph 4, (b) permit the granting of any
option at an option price less than that determined in accordance
with subparagraph 7(a), (c) shorten the period provided in or
pursuant to subparagraph 7(b) which must elapse between the date
of granting an option and the date on which any part of an option
may be exercised, (d) materially modify the requirements as to
eligibility for participation in the Plan, (e) extend the limit
imposed in paragraph 6 on the period during which options may be
granted, or (f) amend or modify the Plan in a manner requiring
stockholder approval under Rule 16b-3. Without the written
consent of an optionee, no amendment, suspension, discontinuation
or termination of the Plan shall alter or impair any option
theretofore granted to him or her under the Plan.
14
<PAGE>
ANNEX A
BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Number of shares subject to option: X,XXX Option No: XXX
This Agreement is made this (Date), by and between BIO-RAD
LABORATORIES, INC., a Delaware corporation (the "Company"), and
(Name of the Employee) (the "Optionee").
1. Grant of Option. Pursuant to the Company's 1994 Stock
Option Plan (the "Plan"), the Company hereby grants to the
Optionee, subject to the Plan and the terms and conditions herein
set forth, the option (the "Option") to purchase from the Company
all or any of the shares (the "Shares") of the class or classes
of Common Stock of the Company (the "Stock") at the purchase
price per Share (the "Purchase Price") indicated below:
Number Purchase Price
of Shares Class per Share
_____ _____ $_____
Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.
2. Expiration Date. Unless otherwise earlier terminated
as provided herein, the Option shall expire five years after the
date hereof.
3. Time of Exercise.
(a) Subject to the limitations provided in paragraph
6(c)(iii) of the Plan, the Option shall become exercisable in
four equal annual cumulative installments such that the Option
shall become exercisable with respect to twenty-five percent of
the Shares (of each class, if Shares of both classes may be
purchased hereunder) on and after each of the first, second,
third and fourth anniversary dates of this Agreement. Each such
installment which becomes exercisable shall remain exercisable
until the Option expires as provided in this Agreement.
(b) In the event of any merger or consolidation of the
Company into another corporation, exchange of all or
substantially all of the assets of the Company for the securities
of another corporation, acquisition by another corporation of
80% or more of the Company's then outstanding voting stock or
liquidation or dissolution of the Company, the Committee (as
15
<PAGE>
defined in the Plan) shall either make the adjustment
contemplated by paragraph 8 hereof or provide, on such terms and
conditions as it deems appropriate, that at some time prior to
the effective date of such event, the Option shall become
exercisable as to all Shares as to which it has not theretofore
been exercised, notwithstanding that the Option may not yet have
become fully exercisable under subparagraph 3(a) hereof. At
least ten days prior to the effective date of such merger,
consolidation, exchange, acquisition, liquidation or dissolution,
the Company or any successor entity shall give the Optionee
notice of such event, which notice shall advise the Optionee of
the Committee's determination under this subparagraph 3(b) or
paragraph 8 hereof. The Committee may make such determinations
and adopt such rules and conditions as it, in its absolute
discretion, deems appropriate in connection with any adjustment
pursuant to paragraph 8 hereof or acceleration of exercisability
under this subparagraph 3(b), including, but not by way of
limitation, provisions to the effect that any such adjustment or
acceleration shall be conditioned on the consummation of the
contemplated corporation transaction or that, in the event of
such acceleration, the Option shall expire on the date of such
event.
4. Notice of Exercise. The Option may be exercised by
notice to the Company, in the form attached hereto as Exhibit A
or B, as appropriate, or as otherwise specified by the Company,
specifying the number and class or classes of Shares as to which
the Option is being exercised and accompanied by payment in full
of the Purchase Price in accordance with paragraphs 1 and 5. The
Optionee shall also deliver to the Company such investment
representations, warranties and agreements as the Company may
reasonably request to comply with federal and state securities
laws, rules and regulations.
5. Payment of Purchase Price. On exercise of the Option,
the Optionee shall pay to the Company the Purchase Price of the
Shares as to which the Option is exercised. The Purchase Price
shall be paid in cash.
6. Exercise in the Event of Death.
(a) In the event of the death of the Optionee while an
employee of the Company or of a Subsidiary, the Option may be
exercised, to the extent that the Optionee shall have been
entitled to do so at the date of termination of employment, by
the person or persons to whom the Optionee's rights under the
Option pass by will or applicable law or, if no such person has
such rights, by the Optionee's executors or administrators, at
any time or from time to time within one year after the date of
the Optionee's death, but in no event later than the expiration
date specified in paragraph 2.
(b) If an optionee's employment terminates for any reason
other than death or retirement, all right to exercise his or her
option shall terminate at the date of such termination of
16
<PAGE>
employment. If an optionee's employment terminates by reason of
the optionee's retirement, all right to exercise his or her
option shall terminate on the date of such termination of
employment unless the Committee (in its sole discretion) extends
the right to exercise his or her option by no more than two years
from the date of termination, or such lesser period specified in
the option agreement; provided however, in no event shall an
option be exercisable after the expiration date of the option.
7. Restriction on Transfers.
(a) The Option shall not be assignable or transferable,
voluntarily or involuntarily, by operation of law, or otherwise,
and any such assignment or transfer which may be attempted shall
be null and void and of no effect; provided, however, that this
paragraph 7 shall not prevent transfers by will or by the laws of
descent and distribution. During the lifetime of the Optionee,
the Option shall be exercisable only by the Optionee.
(b) The Optionee shall notify the Company if the Optionee
transfers any shares acquired on exercise of the Option, by means
other than by will or the laws of descent and distribution,
within two years of the date hereof or within one year after the
issuance of such shares on such exercise. Each certificate
representing shares acquired on exercise of the Option shall bear
a legend to that effect.
8. Adjustments. In the event of any change in the Stock
by reason of any stock dividend, recapitalization,
reorganization, merger or consolidation, split-up, combination or
exchange of shares, or any similar change affecting the Stock,
then in any such event the number and kind of Shares and the
Purchase Price shall be appropriately adjusted consistent with
such change in such manner as the Committee may deem equitable to
prevent substantial dilution or enlargement of the rights granted
hereunder. Any adjustment so made shall be final and binding
upon the Optionee.
9. No Rights as Stockholder. The Optionee, as such, shall
have no rights as a stockholder of the Company.
10. No Right to Continued Employment. The Option shall not
confer upon the Optionee any right with respect to continuation
of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Optionee's employer to
terminate the Optionee's employment at any time.
11. Compliance with Law and Regulations. The Option and
the obligation of the Company to sell and deliver Shares
hereunder, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may, in the opinion of the
Board, be required. The Company shall not be required to issue or
deliver any certificates for Shares prior to (a) the listing of
such Shares on any stock exchange on which the Stock may then be
17
<PAGE>
listed and (b) the completion of any registration or
qualification of such Shares under any federal or state law, or
any rule or regulation of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or
advisable. The Option may not be exercised if its exercise, or
the receipt of Shares pursuant thereto, would be contrary to
applicable law. Without limiting the generality of the
foregoing, this Agreement is intended to conform to the extent
necessary with all provisions of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3. Notwithstanding
anything herein to the contrary, this Agreement shall be
administered, and the Option shall be granted and may be
exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable
law, this Agreement and the Option granted hereunder shall be
deemed amended to the extent necessary to conform to such laws,
rules and regulations.
12. Optionee Bound by Plan. The Optionee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound
by all terms and conditions thereof.
13. Notices. Any notice or other communication hereunder
shall be in writing and shall be deemed duly given when delivered
personally or deposited with the United States Postal Service,
all charges and first class postage prepaid, properly addressed,
if to the Company at 1000 Alfred Nobel Drive, Hercules,
California, 94547, Attention: Secretary, or, if to the Optionee
at the address specified below his or her signature. Either
party may change such party's address by written notice hereunder
to the other party.
14. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the
State of California.
15. Headings. The headings of paragraphs and subparagraphs
are included solely for convenience of reference and are not part
of this Agreement.
16. Severability of Provisions. If any provision of this
Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
17. Entire Agreement. This Agreement constitutes the
entire agreement of the parties, and supersedes any prior written
or oral agreements between them, concerning the subject matter
hereof. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties, relating to
the subject matter of this Agreement, which are not fully
expressed herein.
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<PAGE>
18. Successors. The Option shall not be transferred except
as specifically provided herein. The Company's rights and
obligations hereunder may be assigned or transferred by it to and
shall be binding upon and inure to the benefit of any successor
of the Company, but such assignment or transfer shall not relieve
the Company of any of its obligations hereunder. The term
"successor" means only any corporation which by merger,
consolidation, purchase of assets or otherwise succeeds to or
otherwise acquires all or substantially all of the assets of the
Company.
19. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be complete in itself and
shall be deemed an original, and all of which together shall
constitute one and the same instrument. Each such counterpart
may be introduced in evidence and used for any other purpose
without the production of any other counterpart.
IN WITNESS WHEREOF, Bio-Rad Laboratories, Inc. has caused
this Agreement to be duly executed by a duly authorized officer
and the Optionee has duly executed this Agreement, both as of the
date first above written.
BIO-RAD LABORATORIES, INC.
By:
Signature of Optionee
Printed Name of Optionee
Signature of the Optionee s Spouse
Address:
19
<PAGE>
ANNEX B
BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Number of shares subject to option:_________ Option No:_______
This Agreement is made this_______________________, 19___,
by and between BIO-RAD LABORATORIES, INC., a Delaware corporation
(the "Company"), and __________________________________(the
"Optionee").
1. Grant of Option. Pursuant to the Company's 1994 Stock
Option Plan (the "Plan"), the Company hereby grants to the
Optionee, subject to the Plan and the terms and conditions herein
set forth, the option (the "Option") to purchase from the Company
all or any of the shares (the "Shares") of the class or classes
of Common Stock of the Company (the "Stock") at the purchase
price per Share (the "Purchase Price") indicated below:
Number Purchase Price
of Shares Class per Share
_________ _____ $_____________
_________ _____ $_____________
Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
2. Expiration Date. Unless otherwise terminated as
provided herein, the Option shall expire five years after the
date hereof.
3. Time of Exercise.
(a) The Option shall become exercisable in four equal
annual cumulative installments such that the Option shall become
exercisable with respect to twenty-five percent of the Shares (of
each class, if Shares of both classes may be purchased hereunder)
on and after each of the first, second, third and fourth
anniversary dates of this Agreement. Each such installment which
becomes exercisable shall remain exercisable until the Option
expires as provided in this Agreement.
(b) In the event of any merger or consolidation of the
Company into another corporation, exchange of all or
substantially all of the assets of the Company for the securities
of another corporation, acquisition by another corporation of 80%
20
<PAGE>
or more of the Company's then outstanding voting stock or
liquidation dissolution of the Company, the Committee (as defined
in the Plan) shall either make the adjustment contemplated by
paragraph 9 hereof or provide, on such terms and conditions as it
deems appropriate, that at some time prior to the effective date
of such event, the Option shall become exercisable as to all
Shares as to which it has not theretofore been exercised,
notwithstanding that the Option may not yet have become fully
exercisable under subparagraph 3(a) hereof. At least ten days
prior to the effective date of such merger, consolidation,
exchange, acquisition, liquidation or dissolution, the Company or
any successor entity shall give the Optionee notice of such
event, which notice shall advise the Optionee of the Committee's
determination under this subparagraph 3(b) or paragraph 9 hereof.
The Committee may make such determinations and adopt such rules
and conditions as it, in its absolute discretion, deems
appropriate in connection with any adjustment pursuant to
paragraph 9 hereof or acceleration of exercisability under this
subparagraph 3(b), including, but not by way of limitation,
provisions to the effect that any such adjustment or acceleration
shall be conditioned on the consummation of the contemplated
corporate transaction or that, in the event of such acceleration,
the Option shall expire on the date of such event.
4. Notice of Exercise. The Option may be exercised by
notice to the Company, in the form attached hereto as Exhibit A
or B, as appropriate, or as otherwise specified by the Company,
specifying the number and class or classes of Shares as to which
the Option is being exercised and accompanied by payment in full
of the Purchase Price in accordance with paragraphs 1 and 5. The
Optionee shall also deliver to the Company such investment
representations, warranties and agreements as the Company may
reasonably request to comply with federal and state securities
laws, rules and regulations.
5. Payment of Purchase Price. On exercise of the Option,
the Optionee shall pay to the Company the Purchase Price of the
Shares as to which the Option is exercised. The Purchase Price
shall be paid in cash.
6. Exercise in the Event of Death.
(a) In the event of the death of the Optionee while an
employee of the Company or of a Subsidiary, the Option may be
exercised, to the extent that the Optionee shall have been
entitled to do so at the date of termination of employment, by
the person or persons to whom the Optionee's rights under the
Option pass by will or applicable law or, if no such person has
such rights, by the Optionee's executors or administrators, at
any time or from time to time within one year after the date of
the Optionee's death, but in no event later than the expiration
date specified in paragraph 2.
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<PAGE>
(b) If an optionee's employment terminates for any reason
other than death or retirement, all right to exercise his or her
option shall terminate at the date of such termination of
employment. If an optionee's employment terminates by reason of
the optionee's retirement, all right to exercise his or her
option shall terminate on the date of such termination of
employment unless the Committee (in its sole discretion) extends
the right to exercise his or her option by no more than two years
from the date of termination, or such lesser period specified in
the option agreement; provided however, in no event shall an
option be exercisable after the expiration date of the option.
7. Withholding. If and to the extent authorized by the
Board in its sole discretion, the Optionee may elect to have
Stock or other securities of the Company withheld by the Company
(or to tender previously owned Stock or other securities to the
Company) to pay the amount of tax required by law, in the
determination of the company, to be withheld in connection with
exercise of the Option, subject to the following limitations: (i)
with respect to Stock or other securities of the Company issuable
to the Optionee upon exercise of the Option and which are
withheld by the Company, such Stock or other securities of the
Company may be used to satisfy the tax withholding consequences
of such exercise only (i) during the period beginning on the
third business day following the date of release of the quarterly
or annual summary statement of sales and earnings of the Company
and ending on the twelfth business day following such date or
(ii) pursuant to an irrevocable written election by the Optionee
to use shares of the Stock or other securities of the Company
issuable to the Optionee upon exercise of the Option to pay all
or part of the withholding taxes (subject to the approval of the
Board) made at least six months prior to the payment of such
withholding taxes. Any shares or other securities so withheld or
tendered will be valued by the Company as of the date they are
withheld or tendered. The right to so withhold or tender shares
shall relate separately to any increment of the Option.
8. Nontransferability. The Option shall not be assignable
or transferable, voluntarily or involuntarily, by operation of
law, or otherwise, and any such assignment or transfer which may
be attempted shall be null and void and of no effect; provided,
however, that this paragraph 8 shall not prevent transfers by
will or by the laws of descent and distribution. During the
lifetime of the Optionee, the Option shall be exercisable only by
the Optionee.
9. Adjustments. In the event of any change in the Stock by
reason of any stock dividend, recapitalization, reorganization,
merger or consolidation, split-up, combination or exchange of
shares, or any similar change affecting the Stock, then in any
such event the number and kind of Shares and the Purchase Price
per Share shall be appropriately adjusted consistent with such
22
<PAGE>
change in such manner as the Committee may deem equitable to
prevent substantial dilution or enlargement of the rights granted
hereunder. Any adjustment so made shall be final and binding upon
the Optionee.
10. No Rights as Stockholder. The Optionee, as such, shall
have no rights as a stockholder of the Company.
11. No Right to Continued Employment. The Option shall not
confer upon the Optionee any right with respect to continuation
of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Optionee's employer to
terminate the Optionee's employment at any time.
12. Compliance with Law and Regulations. The Option and the
obligation of the Company to sell and deliver Shares hereunder,
shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any governmental or
regulatory agency as may, in the opinion of the Board, be
required. The Company shall not be required to issue or deliver
any certificates for Shares prior to (a) the listing of such
Shares on any stock exchange on which the Stock may then be
listed and (b) the completion of any registration or
qualification of such Shares under any federal or state law, or
any rule or regulation of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or
advisable. The Option may not be exercised if its exercise, or
the receipt of Shares pursuant thereto, would be contrary to
applicable law. Without limiting the generality of the foregoing,
this Agreement is intended to conform to the extent necessary
with all provisions of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3. Notwithstanding anything
herein to the contrary, this Agreement shall be administered, and
the Option shall be granted and may be exercised, only in such a
manner as to conform to such laws, rules and regulations. To the
extent permitted by applicable law, this Agreement and the Option
granted hereunder shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.
13. Optionee Bound by Plan. The Optionee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound
by all terms and conditions thereof.
14. Notices. Any notice or other communication hereunder
shall be in writing and shall be deemed duly given when delivered
personally or deposited with the United States Postal Service,
all charges and first class postage prepaid, properly addressed,
if to the Company at 1000 Alfred Nobel Drive, Hercules,
California, 94547, Attention: Secretary, or, if to the Optionee
23
<PAGE>
at the address specified below his or her signature. Either party
may change such party's address by written notice hereunder to
the other party.
15. Governing Law. This Agreement shall be governed by and
construed an interpreted in accordance with the laws of the State
of California.
16. Headings. The headings of paragraphs and subparagraphs
are included solely for convenience of reference and are not part
of this Agreement.
17. Severability of Provisions. If any provision of this
Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
18. Entire Agreement. This Agreement constitutes the entire
agreement of the parties, and supersedes any prior written or
oral agreements between them, concerning the subject matter
hereof. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties, relating to
the subject matter of this Agreement, which are not fully
expressed herein.
19. Successors. The Option shall not be transferred except
as specifically provided herein. The Company's rights and
obligations hereunder may be assigned or transferred by it to and
shall be binding upon and inure to the benefit of any successor
of the Company, but such assignment or transfer shall not relieve
the Company of any of its obligations hereunder. The term
"successor" means only any corporation which by merger,
consolidation, purchase of assets or otherwise succeeds to or
otherwise acquires all or substantially all of the assets of the
Company.
20. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be complete in itself and
shall be deemed an original, and all of which together shall
constitute one and the same instrument. Each such counterpart may
be introduced in evidence and used for any other purpose without
the production of any other counterpart.
24
<PAGE>
IN WITNESS WHEREOF, Bio-Rad Laboratories, Inc. has caused
this Agreement to be duly executed by its President or a Vice
President and the Optionee has duly executed this Agreement, both
as of the date first above written.
BIO-RAD LABORATORIES, INC.
By:_______________________
Secretary
______________________________
Optionee
Address:_____________________
_____________________________
_____________________________
25
<PAGE>
ANNEX C
NOTICE OF EXERCISE BY OPTIONEE OF
NONQUALIFIED STOCK OPTION
GRANTED UNDER THE 1994 STOCK OPTION PLAN OF
BIO-RAD LABORATORIES, INC.
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Ladies and Gentlemen:
Pursuant to the Nonqualified Stock Option Agreement dated
___________________, 19____, between you and me, granting to me
an option to purchase up to an aggregate of _______________
shares of your Class A Common Stock and ____________ shares of
your Class B Common Stock on the terms and conditions and at the
times set forth therein and at a price of $__________ and
$__________ per share (the "Purchase Price"), respectively,
subject to the next paragraph, I hereby exercise such option with
respect to __________ shares of your Class A Common Stock and
__________ shares of your Class B Common Stock and enclose my
check for $_____________ in payment in full of the aggregate
Purchase Price of all of the shares with respect to which such
option is being exercised. Such aggregate Purchase Price was
calculated by multiplying such Purchase Price per share times the
number of shares with respect to which such option is being
exercised hereby. I have carefully reviewed and hereby reaffirm
all my representations, warranties and agreements contained in
such Agreement as if made on and as of the date hereof. Please
advise me whether any registration or qualification of the shares
being purchased pursuant to this exercise under any federal or
state law and the rules and regulations of governmental
authorities thereunder will be required. I agree to cooperate
with you and take such actions as you may advise me are
reasonably necessary to facilitate and effect such registration
or qualification, if required, or to meet the requirements of any
exemption therefrom. When any such registration or qualification,
or exemption therefrom, which may be required has been completed,
or met, please forward to me a certificate representing the
shares being purchased pursuant to this option exercise
registered in my name and deliver such certificate to my address
as follows:
_____________________________________
_____________________________________
_____________________________________.
Very truly yours,
________________________
[Signature]
DATED: _________________, 19___
________________________
[Typed or Printed Name]
_________________________
[Social Security Number]
26
<PAGE>
ANNEX D
NOTICE OF EXERCISE BY OPTIONEE OF
INCENTIVE STOCK OPTION
GRANTED UNDER THE 1994 STOCK OPTION PLAN OF
BIO-RAD LABORATORIES, INC.
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Ladies and Gentlemen:
Pursuant to the Incentive Stock Option Agreement dated
____________________, 19 _____ , between you and me, granting me
an option to purchase up to an aggregate of _____ shares of your
Class A Common Stock and _____ shares of your Class B Common
Stock on the terms and conditions and at the times set forth
therein and at a price of $ ____ and $ _____ per share (the
"Purchase Price"), respectively, subject to the next paragraph, I
hereby exercise such option with respect to shares of your Class
A Common Stock and _____ shares of your Class B Common Stock and
enclose my check for $_____ in payment in full of the aggregate
Purchase Price of all of the shares with respect to which such
option is being exercised. Such aggregate Purchase Price was
calculated by multiplying such Purchase Price per share times the
number of shares with respect to which such option is being
exercised hereby.I have carefully reviewed and hereby reaffirm
all my representations, warranties and agreements contained in
such Agreement as if made on and as of the date hereof. Please
advise me whether any registration or qualification of the shares
being purchased pursuant to this exercise under any federal or
state law and the rules and regulations of governmental
authorities thereunder will be required. I agree to cooperate
with you and take such actions as you may advise me are
reasonably necessary to facilitate and effect such registration
or qualification, if required, or to meet the requirements of any
exemption therefrom.When any such registration or qualification,
or exemption therefrom, which may be required has been completed
or met, please forward to me a certificate representing the
shares being purchased pursuant to this option exercise
registered in my name and deliver such certificate to my address
as follows:
_____________________________________
_____________________________________
_____________________________________.
Very truly yours,
________________________
[Signature]
DATED: _________________, 19___
________________________
[Typed or Printed Name]
_________________________
[Social Security Number]
27
