As filed with the Securities and Exchange Commission on December 20, 1996.
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 91311-2185
(Address of principal executive offices)
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
(Full Title of Plan)
Haig S. Bagerdjian, Esq.
20001 Prairie Street
Chatsworth, California 91311-2185
(818) 717-4549
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed max. Proposed max. Amount of
to be registered registered offering price aggregate offering registration
per share (2) price fee
____________________________________________________________________________________________
Common Stock, 25,000 $10.69 $267,250.00 $80.98
par value $.05 shares (1)
per share
____________________________________________________________________________________________
</TABLE>
(1) The 25,000 shares of Common Stock of the Company registered
hereby consist of the 2,500 shares of Common Stock issued to
non-employee directors of the Company on August 27, 1996, and
22,500 shares of Common Stock to be issued to non-employee
directors of the Company from time to time, as part of their
compensation package for their services to the Company.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share has
been calculated based on the average of the high and low price
per share of the Company's common stock on December 17, 1996,
as reported in the NASDAQ National Market.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.<PAGE>
REOFFER PROSPECTUS
SYNCOR INTERNATIONAL CORPORATION
This Reoffer Prospectus relates to 2,500 shares of Common
Stock, par value $.05 per share ("Common Stock"), of Syncor
International Corporation (the "Company") which may be offered for
sale from time to time by non-employee directors of the Company
(the "Directors") who received the shares of Common Stock pursuant
to resolutions by the Officer Director Committee of the Board of
Directors of the Company (the "Resolutions") authorizing stock
compensation for the Directors. See "Selling Stockholders." The
outstanding shares of Common Stock held by the Directors and to be
offered hereby are hereinafter referred to as the "Outstanding
Securities."
The Directors have not advised the Company of any specific
plans for the distribution of the Outstanding Securities, but it is
anticipated that the Outstanding Securities may be sold from time
to time by the Directors directly to purchasers or, alternatively,
may be offered from time to time through agents, brokers, dealers
or underwriters, who may receive compensation in the form of
concessions or commissions from the Directors or from purchasers of
the Outstanding Securities. Sales of the Outstanding Securities
may be made in one or more transactions through the NASDAQ National
Market, in privately negotiated transactions, or otherwise, and
such sales may be made at the market price prevailing at the time
of sale, a price related to such prevailing market price or a
negotiated price. See "Plan of Distribution."
Any brokers, dealers or agents that participate in the
distribution of the Outstanding Securities may be deemed to be
underwriters and any commissions received by them and any profit on
the sale of such Outstanding Securities positioned by them might be
deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is listed on the NASDAQ National Market under
the symbol "SCOR." The reported closing sale price of the Common
Stock on December 17, 1996 was $10.875 per share. Prospective
investors should obtain the most recent available price quotations
prior to any purchase of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
__________________________________
The date of this Prospectus is December 20, 1996.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information filed with the Commission by the Company can be
inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and at 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed a Registration Statement on Form S-8
(the "Registration Statement"), of which this Reoffer Prospectus is
a part, with the Commission under the Securities Act, with respect
to the Outstanding Securities offered hereby. This Reoffer
Prospectus omits certain information and exhibits included in the
Registration Statement, copies of which may be obtained upon
payment of a fee prescribed by the Commission or may be examined
free of charge at the principal office of the Commission in
Washington, D.C. For further information with respect to the
Company and the Common Stock, reference is made to the Registration
Statement.
The Common Stock is listed on the NASDAQ National Market, and
reports and information concerning the Company can be inspected at
such exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are by this reference incorporated in and made a
part of this Reoffer Prospectus:
(1) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1995;
(2) The Company's proxy statement dated May 10, 1996, with
respect to its annual meeting of shareholders held on June 26,
1996;
(3) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1996;
(4) The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1996;
(5) The Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1996; and
(6) The Company's current report on Form 8-K dated July 3,
1996.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
which indicates that all Outstanding Securities offered hereby have
been sold or which deregisters all Outstanding Securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Reoffer Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Reoffer
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Reoffer Prospectus.
The Company will provide without charge to each person to whom
a Reoffer Prospectus is delivered, upon written or oral request of
such person, a copy of any documents incorporated herein by
reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that this Reoffer
Prospectus incorporates). Requests for copies of such documents
should be directed to the Company at 20001 Prairie Street,
Chatsworth, California 91311-2185, Attention: Secretary, telephone
(818) 886-7400.
USE OF PROCEEDS
The Company will not realize any of the proceeds from the sale
of the Outstanding Securities.
SELLING SECURITY HOLDERS
The Outstanding Securities are being offered for the account
of the Directors named in the table below. The table below sets
forth with respect to each Director, based upon information
available to the Company as of December 20, 1996, the number of
outstanding shares of Common Stock of the Company held of record by
each such Director and the number of shares of Common Stock of the
Company held by each such Director after the completion of the
offering of the Outstanding Securities, assuming the sale of all of
the Outstanding Securities.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________
<S> <C> <C> <C>
Security Holder Number of Shares Number of Number of
Owned Prior to Shares Subject to Shares owned
Completion of Offering Held by After Completion
Offering Security Holders of Offering(6)
_________________________________________________________________________________
George S. Oki 16,950(1) 500 16,450*
_________________________________________________________________________________
Arnold E. Spangler 24,600(2) 500 24,100*
_________________________________________________________________________________
Steven B. Gerber, M.D. 27,500(3) 500 27,000*
_________________________________________________________________________________
Henry N. Wagner, Jr., M.D. 28,799(4) 500 28,299*
_________________________________________________________________________________
Gail R. Wilensky, Ph.D. 15,499(5) 500 14,999*
_________________________________________________________________________________
</TABLE>
(1) Includes 3,000 shares held as trustee for his children and 12,450 shares
not outstanding which he has the right to acquire pursuant to options.
Does not include 2,100 shares underlying options not currently
exercisable. George Oki has been a director of the Company since May 17,
1985.
(2) Includes 18,100 shares not outstanding which he has the right to acquire
pursuant to options. Does not include 2,100 shares underlying options not
currently exercisable. Arnold Spangler has been a director of the Company
since August 9, 1985.
(3) Includes 25,000 shares not outstanding which he has the right to acquire
pursuant to options. Does not include 8,400 shares underlying options not
currently exercisable. Steven Gerber has been a director of the Company
since May 1, 1990.
(4) Includes 28,299 shares not outstanding which he has the right to acquire
pursuant to options. Does not include 13,301 shares underlying options
not currently exercisable. Henry Wagner has been a director of the
Company since August 3, 1992.
(5) Includes 14,999 shares not outstanding which she has the right to acquire
pursuant to options. Does not include 22,401 shares underlying options
not currently exercisable. Gail Wilensky has been a director of the
Company since July 12, 1993.
(6) The number of shares does not include the 22,500 shares of Common Stock
held by the Company and registered hereby which may be granted by the
Company to non-employee directors from time to time pursuant to the
Resolutions.
*Constitutes less than one percent of the outstanding shares of Common Stock of
the Company.<PAGE>
Each Director may offer shares of Common Stock from time to time in
one or more transactions on the NASDAQ National Market, which may involve
brokers or dealers, or in private transactions. The Company has not entered
into any agreement, arrangement or understanding with brokers or dealers
regarding the shares of Common Stock that may be offered hereby prior to the
effective date of the Registration Statement of which this Reoffer Prospectus
forms a part, and the Selling Stockholders have advised the Company that they
have not entered into any such agreement.
PLAN OF DISTRIBUTION
The Directors are offering the Outstanding Securities for their own
account, and not for the account of the Company. The Outstanding Securities
may be sold from time to time by the Directors directly to purchasers or,
alternatively, may be offered from time to time through agents, brokers, dealers
or underwriters, who may receive compensation in the form of concessions or
commissions from the Directors or purchasers of the Outstanding Securities
(which compensation may be in excess of customary commissions). Sales of the
Outstanding Securities may be made in one or more transactions through the
NASDAQ National Market, in privately negotiated transactions, or a
combination of such methods of sale, at fixed prices or negotiated prices or
at prices related to prevailing market prices.
LEGAL OPINION
The validity of the shares of Common Stock being offered hereby will be
passed upon for the Company by Haig S. Bagerdjian, its Senior Vice President,
General Counsel and Secretary.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1995 and 1994, and for each of the years in the two-year period
ended December 31, 1995, the seven-month period ended December 31, 1993, and the
year ended May 31, 1993, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in auditing and accounting.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company By-Laws provide for the indemnification of each officer and
director of the Company, to the fullest extent permitted by law, against all
liability and loss, expenses, judgments, fines and settlement amounts actually
and reasonably incurred by such person in connection with any action, suit or
proceeding by reason of the fact that such person, or a person for whom such
person is the legal representative, is or was a director or officer of the
Company. The Company, however, shall be required to indemnify a person in
connection with a proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Company. The Company also has
entered into Indemnity Agreements with the officers and directors of the Company
pursuant to which an officer or director is entitled to indemnification if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Article 10 of the Company's Restated Certificate of Incorporation
states that a director shall have no personal liability to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except in the case of: (a) any breach of the director's duty of loyalty to the
Company or its shareholders; (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation; (c) unlawful payment of
dividends or unlawful stock purchase or redemption pursuant to Section 174 of
Delaware's General Corporation Law; or (d) any transaction from which the
director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the foregoing provisions, the Company has been
informed 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.
<PAGE>
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
______
The following documents filed with the Commission are incorporated in
this registration statement by reference:
(a) The Annual Report on Form 10-K filed by Syncor International
Corporation (the "Company") for the fiscal year ended
December 31, 1995;
(b) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended March 31, 1996;
(c) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended June 30, 1996;
(d) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended September 30, 1996;
(e) The Report on Form 8-K filed by the Company, dated July 3,
1996; and
(f) The description of the Company'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 Company 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 hereof 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
______
Article VI of the By-Laws of the Company provides for the
indemnification of each officer and director of the Company, to the fullest
extent permitted by law, against all liability and loss, expenses, judgments,
fines and settlement amounts actually and reasonably incurred by such person
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that
such person, or a person for whom such person is the legal representative, is
or was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to employee benefit plans. The
Company, however, shall be required to indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Company. The Company also has entered into Indemnity
Agreements with the officers and directors of the Company pursuant to which an
officer or director is entitled to indemnification if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Article 10 of the Company's Restated Certificate of Incorporation
states that a director shall have no personal liability to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except in the case of: (a) any breach of the director's duty of loyalty to
the Company or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation; (c) unlawful
payment of dividends or unlawful stock purchase or redemption pursuant to
Section 174 of Delaware's General Corporation Law; or (d) any transaction
from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
______
Not applicable.
Item 8. EXHIBITS
______
4.1 Stock Certificate of Common Stock of the Company filed as
Exhibit 4.1 to the August 26, 1986 Form 10-K and
incorporated herein by reference
4.2 Rights Agreement dated as of November 8, 1989 between the
Company and American Stock Transfer & Trust Company filed
as Exhibit 2.1 to the Registration Statement on Form 8-A
dated November 3, 1989 and incorporated herein by reference
4.3 Resolutions of Officer Director Committee of the Board of
Directors of the Company authorizing non-employee director
stock compensation plan
5 Opinion re Legality
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the Section prior to the
Signature Page filed with this registration statement).
Item 9. UNDERTAKINGS
______
(a) The Company hereby undertakes:
(l) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that are 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 Company pursuant to
the foregoing provisions, the Company has been informed
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 Company of
expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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 Robert G. Funari, 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 thereto, 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Company 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 Chatsworth and State
of California on December 20, 1996.
SYNCOR INTERNATIONAL CORPORATION
/s/ Haig S. Bagerdjian
By ________________________________
Senior Vice President, Secretary
and General Counsel
<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
__________________________
Monty Fu Chairman of the Board December 20, 1996
and Director
/s/ Robert G. Funari
__________________________
Robert G. Funari President, Chief Executive December 20, 1996
Officer (Principal Executive
Officer) and Director
/s/ Michael E. Mikity
__________________________
Michael E. Mikity Senior Vice President, Chief December 20, 1996
Financial Officer and Treasurer
(Principal Financial-Accounting
Officer)
/s/ Haig S. Bagerdjian
__________________________
Haig S. Bagerdjian Senior Vice President December 20, 1996
and Secretary
__________________________
George S. Oki Director December __, 1996
__________________________
Arnold E. Spangler Director December __, 1996
/s/ Steven B. Gerber
__________________________
Steven B. Gerber, M.D. Director December 20, 1996
__________________________
Henry N. Wagner, Jr., M.D. Director December __, 1996
/s/ Gail R. Wilensky
__________________________
Gail R. Wilensky, Ph.D. Director December 20, 1996
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Page No.
4.1 Stock Certificate of Common Stock of the Company
filed as Exhibit 4.1 to the August 26, 1986 Form
10-K and incorporated herein by reference
4.2 Rights Agreement dated as of November 8, 1989
between the Company and American Stock Transfer &
Trust Company filed as Exhibit 2.1 to the Registration
Statement on Form 8-A dated November 3, 1989
and incorporated herein by reference
4.3 Resolutions by Officer Director Committee of the 13
Board of Directors of the Company authorizing
non-employee director stock compensation
5 Opinion re Legality 15
23 Consent of KPMG Peat Marwick LLP 16
24 Power of Attorney (contained in section prior to the
Signature Page filed with this registration statement)
<PAGE>
EXHIBIT 4.3
___________
UNANIMOUS WRITTEN CONSENT
OF THE OFFICER DIRECTOR COMMITTEE
OF THE BOARD OF DIRECTORS
OF SYNCOR INTERNATIONAL CORPORATION
The undersigned, being all of the members of the Officer
Director Committee (the "Committee") of the Board of Directors of
Syncor International Corporation, a Delaware corporation (the
"Company"), hereby unanimously consent to and take the following
actions without a meeting pursuant to Section 141 of the General
Corporation Law of the State of Delaware and Article III, Section
16 of the By-laws of the Company, and hereby direct that this
written consent be placed with the minutes of the proceedings of
the Board of Directors of the Company:
WHEREAS, the Board of Directors of the Company
directed the undersigned to form the Committee, composed
of the undersigned, to review the current and past
compensation of the non-employee directors of the Company
and to make recommendations as to whether the current
compensation plan should be changed, and if so, in what
manner;
WHEREAS, the Company has a policy to encourage
employee ownership of its common stock as a way to
promote employee responsibility in creating future value
for all stockholders;
WHEREAS, the undersigned believe that the underlying
reasons behind promoting employee ownership of the
Company's stock also apply to non-employee directors; and
WHEREAS, the undersigned have reviewed the current
and past compensation of the non-employee directors of
the Company and have determined that it would be prudent
for the Company to compensate non-employee directors for
their services with shares of the Company's common stock
in addition to cash compensation, similar to the existing
compensation policy for employees;
NOW, THEREFORE, BE IT RESOLVED, that the Committee
hereby approve the allocation of 25,000 shares of
Company's common stock (as may be increased from time to
time, the "Allocated Shares") for the purpose of
compensating non-employee directors of the Company, in
such amounts and to such directors as may be determined
by the Committee from time to time;
RESOLVED FURTHER, that the Company grant each of the
non-employee directors 500 shares of the Company's common
stock from the Allocated Shares as of today for current
fiscal year, in addition to the cash compensation to
which the non-employee directors are currently entitled;
RESOLVED FURTHER, that the issuance and sale of the
Allocated Shares shall be subject to all federal and
state securities laws, including, without limitation,
Section 16(b) of the Securities Exchange Act of 1934
relating to the trading of securities by directors of the
Company; and
RESOLVED FURTHER, that any officer(s) of the Company
is hereby authorized to execute and deliver, for and on
behalf of the Company, such agreements and other
documents, and to do such other acts, as shall be
necessary or desirable to effect the intent and purpose
of the foregoing resolutions.
This Unanimous Written Consent may be executed in any number
of counterparts and by different persons in separate counterparts,
with the same effect as if all parties had signed the same
documents. All such counterparts shall be deemed to be an
original, shall be construed together and shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this written
consent as of the 27th day of August, 1996.
/s/ Monty Fu /s/ Robert G. Funari
__________________________ __________________________
Monty Fu, Director Robert G. Funari, Director
<PAGE>
EXHIBIT 5
_________
SYNCOR INTERNATIONAL CORPORATION
December 20, 1996
Syncor International Corporation
20001 Prairie Street
Chatsworth, CA 91311
Re: Syncor International Corporation
Registration Statement on Form S-8
__________________________________
Gentlemen:
I have been requested to render this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
of Syncor International Corporation, a Delaware corporation (the
"Corporation"), filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of 25,000 shares of Common Stock, $0.05 par value
(the "Common Stock"), of the Corporation, issued or to be issued to
non-employee directors of the Corporation as compensation for their
services.
As counsel to the Corporation, I have reviewed the Registration
Statement and the Exhibits thereto, the Certificate of
Incorporation and Bylaws of the Corporation, as amended to date,
and the minutes of the proceedings of the Corporation's Board of
Directors, and have also examined such other records, documents,
instruments and certificates of certain officers of the
Corporation, made such inquiries of officers of the Corporation,
and considered such questions of law as I have deemed necessary
for the purpose of rendering the opinions set forth herein.
In my examination, I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to
me as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon and subject to the foregoing and in reliance thereon, it
is my opinion that the Common Stock has been duly authorized for
issuance and will, when sold, be legally issued, fully paid and
nonassessable.
This opinion is being furnished to you solely in connection with
the Registration Statement. I hereby consent to the filing of this
opinion, or any copies thereof, as an Exhibit to the Registration
Statement.
Very truly yours,
/S/ Haig S. Bagerdjian
______________________
Haig S. Bagerdjian
Senior Vice President, Secretary and General Counsel
<PAGE>
EXHIBIT 23
__________
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Syncor International Corporation
We consent to the use of our report Dated March 8, 1996
incorporated herein by reference in the Registration Statement on
Form S-8 of Syncor International Corporation, relating to the
consolidated balance sheets of Syncor International Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity and cash
flows for each of the years in the two-year period ended December
31, 1995, the seven-month period ended December 31, 1993, and the
year ended May 31, 1993, and the related schedule, and to the
reference to our firm under the heading "Experts" in the
prospectus. Our report refers to a change in the method of
accounting for income taxes.
/s/ KPMG Peat Marwick LLP
_________________________
KPMG PEAT MARWICK LLP
Los Angeles, California
December 20, 1996
