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 1995 STOCK INCENTIVE AWARD AGREEMENTS
(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 Proposed Amount of
to be registered registered maximum offering maximum registration fee
price per share (2) aggregate offering
price
__________________________________________________________________________________________________
Common Stock, 45,800 shares (1) $10.00/$8.50 $420,500.00 $127.42
par value $ .05 per
share
__________________________________________________________________________________________________
</TABLE>
(1) The 45,800 shares of Common Stock of the Company registered
hereby consist of the shares of Common Stock underlying the
options granted to non-employee directors of the Company
pursuant to certain Non-Employee Director 1995 Stock Incentive
Award Agreements.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share has
been calculated based on an exercise price of $8.50 per share
with respect to 25,000 of the options, and an exercise price
of $10.00 per share with respect to 20,800 of the options.
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 plans 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; 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(a) Non-Employee Director 1995 Stock Incentive Award
Agreement, dated April 29, 1996, between Steven B.
Gerber and the Company
4.3(b) Non-Employee Director 1995 Stock Incentive Award
Agreement, dated April 29, 1996, between Gail R.
Wilensky and the Company
4.3(c) Non-Employee Director 1995 Stock Incentive Award
Agreement, dated January 24, 1995, between Arnold E.
Spangler and the Company, filed as Exhibit 10.17 to
the Form 10-K for the year ended December 31, 1995
4.3(d) Non-Employee Director 1995 Stock Incentive Award
Agreement, dated January 24, 1995, between George S.
Oki and the Company, filed as Exhibit 10.18 to the
Form 10-K for the year ended December 31, 1995
4.3(e) Non-Employee Director 1995 Stock Incentive Award
Agreement, dated January 24, 1995, between Henry
Wagner, Jr. and the Company, filed as Exhibit 10.19 to
the Form 10-K for the year ended December 31, 1995
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 ________________________________
Haig S. Bagerdjian
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(a) Non-Employee Director 1995 Stock Incentive Award Agreement, 7
dated April 29, 1996, between Steven B. Gerber and the
Company
4.3(b) Non-Employee Director 1995 Stock Incentive Award Agreement, 11
dated April 29, 1996, between Gail R. Wilensky and the
Company
4.3(c) Non-Employee Director 1995 Stock Incentive Award Agreement,
dated January 24, 1995, between Arnold E. Spangler and the
Company, filed as Exhibit 10.17 to the Form 10-K for the
year ended December 31, 1995
4.3(d) Non-Employee Director 1995 Stock Incentive Award Agreement,
dated January 24, 1995, between George S. Oki and the
Company, filed as Exhibit 10.18 to the Form 10-K for the
year ended December 31, 1995
4.3(e) Non-Employee Director 1995 Stock Incentive Award Agreement,
dated January 24, 1995, between Henry Wagner, Jr. and the
Company, filed as Exhibit 10.19 to the Form 10-K for the
year ended December 31, 1995
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(a)
______________
SYNCOR INTERNATIONAL CORPORATION
NON-EMPLOYEE DIRECTOR
1995 STOCK INCENTIVE
AWARD AGREEMENT
Name of Non-Employee
Director ("Participant") : Steven B. Gerber
Address of Participant : 137 Homewood Road
Los Angeles, CA 90049
Social Security Number : ###-##-####
Number of Shares : 8,400
Exercise Price per Share : $10.00
Award Date : April 29, 1996
Expiration Date : April 29, 2006
WHEREAS, pursuant to the Corporation's 1995 Non-Employee
Director Stock Incentive Plan (the "Plan"), which is not exempt
from the limitation of Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Participant has been
granted a Nonqualified Stock Option (the "Option" or "Award") to
purchase shares of Common Stock of the Corporation upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the Participant and the Corporation
agree as follows:
1. Grant of Option. The Corporation has granted to the
_______________
Participant as a matter of separate inducement and agreement in
connection with his or her status as a Non-Employee Director, and
not in lieu of any salary or other compensation for his or her
services, the right and option to purchase, in accordance with the
Plan and on the terms and conditions of the Plan and those
hereinafter set forth, all or any part of the number of shares of
Common Stock stated above (the "Common Stock") at the price stated
above (the "Price"), exercisable from time to time subject to the
provisions of this Award Agreement prior to the close of business
on the Expiration Date stated above.
2. Exercisability of Option. Except as otherwise
________________________
provided in the Plan or this Award Agreement, the Option shall
become exercisable in full and the Common Stock shall become
purchasable twelve months after the Award Date; provided, however,
that the Option may not be exercised as to less than 10 shares at
any one time unless the number of shares purchased is the total
number at the time available for purchase under an installment of
the Option. If the Participant does not, in any given installment
period, purchase all of the shares which he or she is entitled to
purchase in such installment period, the Participant's right to
purchase any shares not so purchased shall continue until the
Expiration Date, unless theretofore terminated in accordance with
the provisions hereof and of the Plan. The Option may be exercised
only as to whole shares.
3. Method of Exercise and Payment. Each exercise of
______________________________
the Option shall be by means of written notice of exercise duly
delivered to the Corporation, specifying the number of whole shares
with respect to which the Option is being exercised, together with
any written statements required pursuant to Section 8 below and
payment of the Price.
4. Effect of Termination of Directorship. The Option
_____________________________________
and all other rights hereunder, to the extent such rights shall not
have been exercised prior thereto, shall terminate on the date the
Participant ceases to serve as a director of the Corporation;
provided, however, that the Participant may, to the extent the
Option shall have become exercisable prior to such date, exercise
the Option at any time within (1) up to twelve months after such
termination; or (2) up to twelve months after the Participant's
death, if the Participant dies while serving as a director of the
Corporation or during the period referred to in clause (1) above.
During the period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be
exercised by the person or persons to whom the Participant's rights
under the Plan and this Award Agreement shall pass by will or by
the applicable laws of descent and distribution. Unless sooner
terminated pursuant to the Plan, the Option shall expire at the end
of the applicable period specified in clauses (1) or (2) above, to
the extent not exercised within that period. In no event may the
Option be exercised by any person after the Expiration Date.
5. Non-Assignability of Option. The Option shall not
___________________________
be subject to sale, transfer, pledge, assignment or alienation
other than by will or the laws of descent and distribution
regardless of any community property or other interest therein of
the Participant's spouse or such spouse's successor in interest. In
the event that the spouse of the Participant shall have acquired a
community property interest in the Option, the Participant, or such
transferees, may exercise it on behalf of the spouse of the
Participant or such spouse's successor in interest.
6. Acceleration. Upon the occurrence of an Event, as
____________
defined in Syncor's 1990 Master Stock Incentive Plan ("MSIP"),
including a Change of Control, the Award shall become immediately
exercisable to the full extent theretofore not exercisable unless
prior to an Event the Board determines otherwise; subject, however,
to compliance with applicable regulatory requirements including
without limitation Rule 16b-3 promulgated by the Exchange Act.
7. Participant Not a Shareholder. Neither the
_____________________________
Participant nor any other person entitled to exercise the Option
shall have any of the rights or privileges of a shareholder of the
Corporation as to any shares of Common Stock for which stock
certificates have not been actually issued and delivered to him or
her. No adjustment will be made for dividends or other rights for
which the record date is prior to the date on which such stock
certificate or certificates are issued even if such record date is
subsequent to the date upon which notice of exercise was delivered
and the tender of payment was accepted.
8. Application of Securities Laws.
_______________________________
a. No shares of Common Stock may be purchased
pursuant to the Option unless and until any then applicable
requirements of federal and state securities laws and regulations,
and any exchanges upon which the Common Stock may be listed, shall
have been fully satisfied. The Participant represents. agrees and
certifies that:
(a) If the Participant exercises the Option in
whole or in part at a time when there is not in effect
under the Securities Act of 1933, as amended (the
"Securities Act"), a registration statement relating to
the Common Stock issuable upon exercise and available
for delivery to him or her a prospectus meeting the
requirements of Section 10 of the Securities Act
("Prospectus"), the Participant will acquire the Common
Stock issuable upon such exercise for the purpose of
investment and not with a view to resale or distribution
and that, as a condition to each such exercise, he or
she will furnish to the Corporation a written statement
to such effect, satisfactory in form and substance to
the Corporation; and
(b) If and when the Participant proposes to
publicly offer or sell the Common Stock issued to him or
her upon exercise of the Option, the Participant will
notify the Corporation prior to any such offering or
sale and will abide by the opinion of counsel to the
Corporation as to whether and under what conditions and
circumstances, if any, he or she may offer and sell such
shares, but such procedure need not be followed if a
Prospectus was delivered to the Participant with the
shares of Common Stock and the Common Stock was and is
listed on a national securities exchange or traded as a
National Market System security through the facilities
of NASDAQ.
b. The Participant understands that the certificates
representing the Common Stock acquired pursuant to the Option may
bear a legend referring to the foregoing matters and any limitations
under the Securities Act and state securities laws with respect to
the transfer of such Common Stock, and the Corporation may impose
stop transfer instructions to implement such limitations, if
applicable. Any person or persons entitled to exercise the Option
under the provisions of Section 4 above shall be bound by and
obligated under the provisions of this Section 9 to the same extent
as is the Participant.
c. The Board of Directors of the Corporation may
impose such conditions on an Award or on its exercise or
acceleration or on the payment of any withholding obligation
(including without limitation restricting the time of exercise to
specified periods) as may be required to satisfy applicable
regulatory requirements, including, without limitation, Rule 16b-3
(or any successor rule) promulgated by the Commission pursuant to
the Exchange Act.
9. Notices. Any notice to be given to the Corporation
_______
under the terms of the Award Agreement or pursuant to the Plan shall
be in writing and addressed to the Secretary of the Corporation at
its principal office and any notice to be given to the Participant
shall be addressed to him or her at the address stated above, or at
such other address as either party may hereafter designate in
writing to the other party. Any such notice shall be deemed to have
been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited
(postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States
Government.
10. Tax Withholding. The provisions of Section 6.6 of
_______________
the MSIP are hereby incorporated and shall govern any withholding
that the Corporation is required to make with respect to an exercise
of the Option, as well as the Corporation's right to condition a
transfer of Common Stock upon compliance with the applicable
withholding requirements of federal, state and local authorities.
11. Law Applicable to Construction. The interpretation,
______________________________
performance and enforcement of the Award and this Award Agreement
shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Award
Agreement to be executed on its behalf by a duly authorized officer
and the Participant has hereunto set his or her hand as of the Award
Date.
COMPANY: OPTIONEE:
SYNCOR INTERNATIONAL CORPORATION
a Delaware corporation
By: /s/ Gene R. McGrevin /s/ Steven B. Gerber
____________________________ _______________________
Gene R. McGrevin Steven B. Gerber
Chief Executive Officer
Date: 4/29/96 Date: 4/29/96
CONSENT OF SPOUSE
_________________
I join with my spouse, the Participant herein named, in
executing the foregoing Non-Employee Director Stock Option Award
Agreement and agree to be bound by all of the terms and provisions
thereof and of the Plan.
_________________________________
Signature of Participant's Spouse
<PAGE>
EXHIBIT 4.3(b)
______________
SYNCOR INTERNATIONAL CORPORATION
NON-EMPLOYEE DIRECTOR
1995 STOCK INCENTIVE
AWARD AGREEMENT
Name of Non-Employee
Director ("Participant") : Gail R. Wilensky
Address of Participant : Project Hope
7500 Old Georgetown Road,
Ste. 600
Bethesda, MD 20814
Social Security Number : ###-##-####
Number of Shares : 12,400
Exercise Price per Share : $10.00
Award Date : April 29, 1996
Expiration Date : April 29, 2006
WHEREAS, pursuant to the Corporation's 1995 Non-Employee
Director Stock Incentive Plan (the "Plan"), which is not exempt
from the limitation of Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Participant has been
granted a Nonqualified Stock Option (the "Option" or "Award") to
purchase shares of Common Stock of the Corporation upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the Participant and the Corporation
agree as follows:
1. Grant of Option. The Corporation has granted to the
_______________
Participant as a matter of separate inducement and agreement in
connection with his or her status as a Non-Employee Director, and
not in lieu of any salary or other compensation for his or her
services, the right and option to purchase, in accordance with the
Plan and on the terms and conditions of the Plan and those
hereinafter set forth, all or any part of the number of shares of
Common Stock stated above (the "Common Stock") at the price stated
above (the "Price"), exercisable from time to time subject to the
provisions of this Award Agreement prior to the close of business
on the Expiration Date stated above.
2. Exercisability of Option. Except as otherwise
________________________
provided in the Plan or this Award Agreement, the Option shall
become exercisable in full and the Common Stock shall become
purchasable twelve months after the Award Date; provided, however,
that the Option may not be exercised as to less than 10 shares at
any one time unless the number of shares purchased is the total
number at the time available for purchase under an installment of
the Option. If the Participant does not, in any given installment
period, purchase all of the shares which he or she is entitled to
purchase in such installment period, the Participant's right to
purchase any shares not so purchased shall continue until the
Expiration Date, unless theretofore terminated in accordance with
the provisions hereof and of the Plan. The Option may be exercised
only as to whole shares.
3. Method of Exercise and Payment. Each exercise of
______________________________
the Option shall be by means of written notice of exercise duly
delivered to the Corporation, specifying the number of whole shares
with respect to which the Option is being exercised, together with
any written statements required pursuant to Section 8 below and
payment of the Price.
4. Effect of Termination of Directorship. The Option
_____________________________________
and all other rights hereunder, to the extent such rights shall not
have been exercised prior thereto, shall terminate on the date the
Participant ceases to serve as a director of the Corporation;
provided, however, that the Participant may, to the extent the
Option shall have become exercisable prior to such date, exercise
the Option at any time within (1) up to twelve months after such
termination; or (2) up to twelve months after the Participant's
death, if the Participant dies while serving as a director of the
Corporation or during the period referred to in clause (1) above.
During the period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be
exercised by the person or persons to whom the Participant's rights
under the Plan and this Award Agreement shall pass by will or by
the applicable laws of descent and distribution. Unless sooner
terminated pursuant to the Plan, the Option shall expire at the end
of the applicable period specified in clauses (1) or (2) above, to
the extent not exercised within that period. In no event may the
Option be exercised by any person after the Expiration Date.
5. Non-Assignability of Option. The Option shall not
___________________________
be subject to sale, transfer, pledge, assignment or alienation
other than by will or the laws of descent and distribution
regardless of any community property or other interest therein of
the Participant's spouse or such spouse's successor in interest. In
the event that the spouse of the Participant shall have acquired a
community property interest in the Option, the Participant, or such
transferees, may exercise it on behalf of the spouse of the
Participant or such spouse's successor in interest.
6. Acceleration. Upon the occurrence of an Event, as
____________
defined in Syncor's 1990 Master Stock Incentive Plan ("MSIP"),
including a Change of Control, the Award shall become immediately
exercisable to the full extent theretofore not exercisable unless
prior to an Event the Board determines otherwise; subject, however,
to compliance with applicable regulatory requirements including
without limitation Rule 16b-3 promulgated by the Exchange Act.
7. Participant Not a Shareholder. Neither the
_____________________________
Participant nor any other person entitled to exercise the Option
shall have any of the rights or privileges of a shareholder of the
Corporation as to any shares of Common Stock for which stock
certificates have not been actually issued and delivered to him or
her. No adjustment will be made for dividends or other rights for
which the record date is prior to the date on which such stock
certificate or certificates are issued even if such record date is
subsequent to the date upon which notice of exercise was delivered
and the tender of payment was accepted.
8. Application of Securities Laws.
_______________________________
a. No shares of Common Stock may be purchased
pursuant to the Option unless and until any then applicable
requirements of federal and state securities laws and regulations,
and any exchanges upon which the Common Stock may be listed, shall
have been fully satisfied. The Participant represents. agrees and
certifies that:
(a) If the Participant exercises the Option in
whole or in part at a time when there is not in effect
under the Securities Act of 1933, as amended (the
"Securities Act"), a registration statement relating to
the Common Stock issuable upon exercise and available
for delivery to him or her a prospectus meeting the
requirements of Section 10 of the Securities Act
("Prospectus"), the Participant will acquire the Common
Stock issuable upon such exercise for the purpose of
investment and not with a view to resale or distribution
and that, as a condition to each such exercise, he or
she will furnish to the Corporation a written statement
to such effect, satisfactory in form and substance to
the Corporation; and
(b) If and when the Participant proposes to
publicly offer or sell the Common Stock issued to him or
her upon exercise of the Option, the Participant will
notify the Corporation prior to any such offering or
sale and will abide by the opinion of counsel to the
Corporation as to whether and under what conditions and
circumstances, if any, he or she may offer and sell such
shares, but such procedure need not be followed if a
Prospectus was delivered to the Participant with the
shares of Common Stock and the Common Stock was and is
listed on a national securities exchange or traded as a
National Market System security through the facilities
of NASDAQ.
b. The Participant understands that the certificates
representing the Common Stock acquired pursuant to the Option may
bear a legend referring to the foregoing matters and any limitations
under the Securities Act and state securities laws with respect to
the transfer of such Common Stock, and the Corporation may impose
stop transfer instructions to implement such limitations, if
applicable. Any person or persons entitled to exercise the Option
under the provisions of Section 4 above shall be bound by and
obligated under the provisions of this Section 9 to the same extent
as is the Participant.
c. The Board of Directors of the Corporation may
impose such conditions on an Award or on its exercise or
acceleration or on the payment of any withholding obligation
(including without limitation restricting the time of exercise to
specified periods) as may be required to satisfy applicable
regulatory requirements, including, without limitation, Rule 16b-3
(or any successor rule) promulgated by the Commission pursuant to
the Exchange Act.
9. Notices. Any notice to be given to the Corporation
_______
under the terms of the Award Agreement or pursuant to the Plan shall
be in writing and addressed to the Secretary of the Corporation at
its principal office and any notice to be given to the Participant
shall be addressed to him or her at the address stated above, or at
such other address as either party may hereafter designate in
writing to the other party. Any such notice shall be deemed to have
been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited
(postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States
Government.
10. Tax Withholding. The provisions of Section 6.6 of
_______________
the MSIP are hereby incorporated and shall govern any withholding
that the Corporation is required to make with respect to an exercise
of the Option, as well as the Corporation's right to condition a
transfer of Common Stock upon compliance with the applicable
withholding requirements of federal, state and local authorities.
11. Law Applicable to Construction. The interpretation,
______________________________
performance and enforcement of the Award and this Award Agreement
shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Award
Agreement to be executed on its behalf by a duly authorized officer
and the Participant has hereunto set his or her hand as of the Award
Date.
COMPANY: OPTIONEE:
SYNCOR INTERNATIONAL CORPORATION
a Delaware corporation
By: /s/ Gene R. McGrevin /s/ Gail R. Wilensky
____________________________ _______________________
Gene R. McGrevin Gail R. Wilensky
Chief Executive Officer
Date: 4/29/96 Date: 4/29/96
CONSENT OF SPOUSE
_________________
I join with my spouse, the Participant herein named, in
executing the foregoing Non-Employee Director Stock Option Award
Agreement and agree to be bound by all of the terms and provisions
thereof and of the Plan.
_________________________________
Signature of Participant's Spouse
<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 45,800 shares of Common Stock, $0.05 par value (the "Common
Stock"), of the Corporation underlying the options granted to non-
employee directors of the Corporation pursuant to certain Non-Employee
Director 1995 Stock Incentive Award Agreements.
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
