As filed with the Securities and Exchange Commission on November 12, 1997.
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.)
6464 Canoga Avenue
Woodland Hills, California 91367-2407
(Address of principal executive offices)
SYNCOR INTERNATIONAL CORPORATION
1990 MASTER STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full Title of Plan)
Haig S. Bagerdjian, Esq.
6464 Canoga Avenue
Woodland Hills, California 91367-2407
(818) 737-4549
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed max. Proposed max. Amount of
securities to registered offering price aggregate offering registration
be registered per share (2) price fee
<S> <C> <C> <C> <C>
Common Stock, 750,000 $16.00 $12,000,000 $3,636.36
par value $.05 shares (1)
per share
<FN>
(1) The shares registered hereby were authorized for issuance under the Plan
during the annual stockholders' meeting on June 18, 1997.
(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
November 7, 1997 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.
</TABLE>
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, 1996;
(b) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended March 31, 1997;
(c) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended June 30, 1997;
(d) The Quarterly Report on Form 10-Q filed by the Company for the
quarter ended September 30, 1997;
(e) The Report on Form 8-K filed by the Company, dated April 7, 1997;
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 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 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 Woodland Hills and
State of California on November 12, 1997.
SYNCOR INTERNATIONAL CORPORATION
By: /s/ Haig S. Bagerdjian
_______________________________
Haig S. Bagerdjian
Senior Vice President, Secretary and
General Counsel
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 Chairman of the Board November 12, 1997
________________________ and Director
Monty Fu
/s/ Robert G. Funari President, Chief Executive November 12, 1997
________________________ Officer (Principal Executive
Robert G. Funari Officer) and Director
/s/ Paul B. Nutter Executive Vice President, November 12, 1997
________________________ Chief Operations Officer
Paul B. Nutter
/s/ Michael E. Mikity Senior Vice President, November 12, 1997
________________________ Chief Financial Officer
And Treasurer(Principal
Financial-Accounting Officer)
/s/ Haig S. Bagerdjian Senior Vice President November 12, 1997
________________________ and Secretary
Haig S. Bagerdjian
/s/ George S. Oki Director November 12, 1997
________________________
George S. Oki
/s/ Arnold E. Spangler Director November 12, 1997
________________________
Arnold E. Spangler
/s/ Steven B. Gerber Director November 12, 1997
________________________
Steven B. Gerber, M.D.
/s/ Henry N. Wagner, Jr., M.D. Director November 12, 1997
________________________
Henry N. Wagner, Jr., M.D.
/s/ Gail R. Wilensky, Ph.D. Director November 12, 1997
________________________
Gail R. Wilensky, Ph.D.
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 8
23 Consent of KPMG Peat Marwick LLP 9
24 Power of Attorney (contained in section prior to the
Signature Page filed with this registration statement)
<PAGE>
EXHIBIT 5
SYNCOR INTERNATIONAL CORPORATION
November 12, 1997
Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, CA 91367-2407
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 750,000 shares
of Common Stock, $0.05 par value (the "Common Stock"), of the Corporation
authorized for issuance under the Corporation's 1990 Master Stock Incentive
Plan, as Amended and Restated.
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 19, 1997 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, 1996 and 1995,
and the related consolidated statements of income, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1996, and the related schedule.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Los Angeles, California
November 10, 1997
