Registrant requests that this Registration Statement become
automatically effective upon filing in accordance with Rule 462.
As filed with the Securities and Exchange Commission on
March 10, 1994
File No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State of Incorporation) (I.R.S. Employer Identification No.)
20001 Prairie Street
Chatsworth, California 91311
(Address of principal executive offices)
SYNCOR INTERNATIONAL CORPORATION
1990 MASTER STOCK INCENTIVE PLAN
(Full Title of Plan)
William A. Kemmel, Jr.
20001 Prairie Street
Chatsworth, California 91311
(Name and address of agent for service)
Telephone number of agent for service: (818) 886-7400
Copies of all communications and notices to:
John H. Brink, Esq.
Irsfeld, Irsfeld & Younger
100 West Broadway, Suite 900
Glendale, California 91210
Approximate Date of Proposed Sale to Employees
As soon as practicable after effective
date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
______________________________________________________________________________
Common Stock
par value 500,000 shs.(1) $21.88(2) $10,940,000 $3,772.41
$.05 per share
______________________________________________________________________________
(1) Newly authorized shares
(2) As estimated for the purpose of computing the registration fee,
based on the average price for the Common Stock in the over-the-
counter market for March 7, 1994.
<PAGE>
Part II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated in
this Prospectus by reference:
(a) Form S-8, Registration Statement for the Syncor
International Corporation 1990 Master Stock Option
Plan (renamed 1990 Master Stock Incentive Plan), filed
March 5, 1991, File No. 33-39251.
(b) The Annual Report on Form 10-K filed by Syncor
International Corporation (herein referred to as the
"Company" or the "Registrant") for the fiscal year
ended May 31, 1993;
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended August 31, and November 30, 1993.
(d) The Company's definitive Proxy Statement in connection
with the Company's 1993 Annual Meeting held November
15, 1993.
(e) The description of the Registrant's common stock as
set forth in the Registration Statement filed by the
Company under Section 12 of the Securities Exchange
Act of 1934, including all amendments to such
description as set forth in all amendments filed to
such Registration Statement or in any periodic report
filed with the Commission pursuant to the provisions
of such Act.
All documents subsequently filed by the registrant and the plan pursuant
to sections 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 thereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Incorporated by reference in Item 3(a).
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
Item 8. EXHIBITS
No. 4.1 Syncor International Corporation 1990
Master Stock Incentive Plan (incorporated
by reference as Schedule A to the
Company's Proxy Statement dated October 4,
1993, for its Annual Meeting of
Shareholders held November 15, 1993, File
No.0-8640.
No. 5 Opinion re Legality
No. 24.1 Consent of Independent Certified Public
Accountants, KPMG Peat Marwick
No. 24.2 The consent of Irsfeld, Irsfeld & Younger,
counsel for the Company is contained in
Exhibit 5.
No. 25 Power of Attorney as set forth below.
Item 9. UNDERTAKINGS
Incorporated by reference in Item 3(a).
Item 10. POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the caption designated "SIGNATURES", constitutes and appoints
Monty Fu and Gene R. McGrevin, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and
to file the same, with all exhibits thereof, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
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 resubstitutes, may
lawfully do or cause to be done by virtue hereof.
<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 Los Angeles and State of
California on March 10, 1994.
SYNCOR INTERNATIONAL CORPORATION
By /s/ Gene R. McGrevin
__________________________
Gene R. McGrevin
President, Chief Executive
Officer and Director
<PAGE>
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.
Signature Title Date
_________ _____ ____
/s/ Monty Fu March 10, 1994
___________________________
Monty Fu Chairman of the Board
and Director
/s/ Gene R. McGrevin March 10, 1994
___________________________
Gene R. McGrevin President, Chief
Executive Officer
(Principal Executive
Officer) and Director
/s/ Michael A. Piraino March 10, 1994
___________________________
Michael A. Piraino Senior Vice President,
Chief Financial Officer
(Principal Financial/
Accounting Officer)
/s/ George S. Oki March 10, 1994
___________________________
George S. Oki Director
/s/ Joseph Kleiman March 10, 1994
___________________________
Joseph Kleiman Director
/s/ Arnold E. Spangler March 10, 1994
___________________________
Arnold E. Spangler Director
/s/ Steven B. Gerber March 10, 1994
___________________________
Steven B. Gerber Director
/s/ Henry N. Wagner, Jr. March 10, 1994
___________________________
Henry N. Wagner, Jr. Director
/s/ Gail R. Wilensky, Ph.D. March 10, 1994
___________________________
Gail R. Wilensky, Ph.D. Director
<PAGE>
INDEX OF EXHIBITS
Page No.
________
4. Syncor International Corporation 1990 Master Stock
Incentive Plan (incorporated by reference to Schedule A
to the Company's Proxy Statement dated October 4, 1993,
for its Annual Meeting of Shareholders held November 15,
1993, File No. 0-8640. --
5. Opinion re Legality 7
24.1 The consent of Irsfeld, Irsfeld & Younger, counsel for
the Company, is contained in Exhibit 5. 7
24.2 Consent of Independent Certified Public Accountants,
KPMG Peat Marwick, accountants for the Company. 8
25. Power of Attorney as set forth on Pages 4 and 5. --
<PAGE>
March 1, 1994
Syncor International Corporation
20001 Prairie Street
Chatsworth, CA 91311
RE: Registration Statement on Form S-8
__________________________________
Gentlemen:
We are counsel to Syncor International Corporation, a Delaware
corporation (the "Company"). We furnish this opinion in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement"),
to be filed by the Company with the Securities and Exchange Commission,
providing for the registration under the Securities Act of 1933 of 500,000
shares ("Shares") of the Company's Common Stock.
We have examined originals or copies of all documents which we consider
necessary to furnish this opinion, including the Certificate of Incorporation
and By-Laws of the Company, and the Syncor International Corporation Employee
Savings and Stock Ownership Plan. In all such examinations, we have assumed
the authenticity of signatures on all documents and that all copies submitted
to us correspond to the originals. As to the accuracy of matters of fact
relevant to this opinion, we have relied upon representations supplied by the
Company or its officers or other representatives.
Based upon the foregoing, in our opinion, the Shares, when issued in
accordance with the Registration Statement will be validly issued and
outstanding, fully paid and nonassessable.
Exhibit 5
<PAGE>
Syncor International Corporation
March 1, 1994
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
IRSFELD, IRSFELD & YOUNGER
By _______________________
John H. Brink
JHB:lbk
Exhibit 24.1
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Syncor International Corporation
We consent to incorporation by reference in the registration statement (No.
33-xxxx) on Form S-8 of Syncor International Corporation of our report dated
August 10, 1993, relating to the consolidated balance sheets of Syncor
International Corporation and subsidiaries as of May 31, 1993 and 1992,
and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the years in the three-year period ended May 31,
1993, which report appears in the May 31, 1993, annual report on Form 10-K
of Syncor International Corporation.
Los Angeles, California
March 9, 1994
Exhibit 24.2
