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)
SYNCOR INTERNATIONAL CORPORATION
EMPLOYEES' SAVINGS AND STOCK OWNERSHIP 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)
Approximate Date of Proposed Sale to Employees:
As soon as practicable after effective date of this Registration Statement
<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 (1) price fee
____________________________________________________________________________________________
Common Stock, 500,000 shares $10.69 $5,345,000.00 $1,619.70
par value $.05
per share
____________________________________________________________________________________________
</TABLE>
(1) 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>
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 l0-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;
(f) The Annual Financial Report on Form 11-K filed by the
Syncor International Corporation Employees' Savings and
Stock Ownership Plan (the "Plan") for the fiscal year
ended December 31, 1995; and
(g) 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 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 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 plan. 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
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 and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement 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.
(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
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)
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>
THE PLAN. Pursuant to the requirements of the Securities Act
of 1933, the administrators of the Plan have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chatsworth, State of California, on
December 20, 1996.
SYNCOR INTERNATIONAL CORPORATION
EMPLOYEES' SAVINGS AND STOCK
OWNERSHIP PLAN
/s/ Sheila H. Coop
By: __________________________________
Sheila H. Coop
Chairman, Administrative Committee
<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.
5 Opinion re Legality 9
23 Consent of KPMG Peat Marwick LLP 10
24 Power of Attorney (contained in section prior to the
Signature Page filed with this registration statement)<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 500,000 shares of Common Stock, $0.05 par
value (the "Common Stock"), of the Corporation contributed by the
Corporation to its Employees' Savings and Stock Ownership Plan.
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. 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
