As filed with the Securities and Exchange Commission on May 22, 1998.
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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
(818) 737-4000
(Address, including zip code, and telephone number, including area code
of principal executive offices)
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 Commencement of Proposed Sale to Public:
From time to time after effective date of this Registration Statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment pursuant to Rule 462(c) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed max. Proposed max. Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price fee
__________ __________ ______________ ______________ _____________
Common Stock, 333,425 $17.44 $5,814,932 $1,762
par value shares
$.05
per share
(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
May 19, 1998 as reported in the NASDAQ National Market.
SYNCOR INTERNATIONAL CORPORATION
This Prospectus relates to 333,425 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 James Francis Mitchell,
David Haws, Haig Bagerdjian, Edwin Burgos, Nanci Carr, Charles Smith, Judy
Taylour and John Wang (collectively, the "Selling Stockholders"). See
"Selling Stockholders." The shares to which this Prospectus relates include:
(1) 295,082 shares of currently outstanding Common Stock held by Mr.
Mitchell and 32,787 shares of currently outstanding Common Stock
held by Mr. Haws (collectively, the "Acquisition Securities"),
all of which were issued to Mr. Mitchell and Mr. Haws in
connection with the acquisition by the Company, through a
reverse subsidiary merger, of James Francis Mitchell & Co., Inc.
("JFM"), effective as of January 31, 1998; and
(2) 5,556 shares to be issued to Mr. Bagerdjian, Mr. Burgos, Ms.
Carr, Mr. Smith, Ms. Taylour and Mr. Wang (the "Bonus
Securities") as bonus compensation.
Mr. Mitchell and Mr. Haws were the sole stockholders of JFM. Under the terms
of the agreement related to the merger, the Company agreed to register the
Acquisition Securities on their behalf. The Acquisition Securities are subject
to certain restrictions. Any of the Acquisition Securities may be sold or
transferred by Mr. Mitchell or by Mr. Haws to another party only after the
Company is given prior written notice of such proposed sale or transfer and
the Company is given ten days thereafter to purchase such Acquisition
Securities. Mr. Mitchell and Mr. Haws have also granted to the Company a
proxy with respect to the Acquisition Securities authorizing the Company's
Board of Directors to direct the voting of the Acquisition Securities in
matters relating to any proposed merger, consolidation, takeover bid or
similar transaction; said proxy is effective for the duration of the eighteen-
month period commencing February 1, 1998.
The Bonus Securities will not be subject to any trading restrictions.
The Company will not receive any of the proceeds from the sale of the
Acquisition Securities and the Bonus Securities (collectively, the
"Securities"). The Company will bear the costs relating to the registration
of the Securities estimated to be $5,262.
The Common Stock is traded on the NASDAQ National Market (Symbol: SCOR). The
reported closing price per share of Common Stock on May 19, 1998 was $17.75
per share. Prospective investors should obtain the most recent price
quotations before purchasing any 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 May 22, 1998.
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
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 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth St., N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. The Common Stock is traded as
"National Market Securities" on the NASDAQ National Market. Materials filed
by the Company can be inspected at the offices of the National Association of
Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington,
D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The Company's Proxy Statement for the Annual Meeting of the
Stockholders on June 16, 1998.
4. The description of the Company's common stock filed as Exhibit 4.1
to the August 26, 1986 Form 10-K.
5. The Company's Form 8-K dated January 30, 1998.
6. The Company's Form 8-K dated April 2, 1998.
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 and prior to the
termination of the offering of the Securities offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof.
The Company hereby undertakes to provide without charge to each person whom
this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephonic requests should be directed to
Investor Relations Department, Syncor International Corporation, 6464 Canoga
Avenue, Woodlands Hills, CA 91367, telephone number 818-737-4000.
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful to
make such offer in such state. Neither the delivery of this Prospectus nor
any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
This Prospectus constitutes a part of the Registration Statement which the
Company has filed with the Commission under the 1933 Act, with respect to the
Securities. This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and related Exhibits thereto for further information with respect to
the Company and the Securities offered hereby. Such additional information
can be obtained from the Commission's office in Washington, D.C. Any
statements contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety
by such reference.
THE COMPANY
The Company is primarily a pharmacy services company engaged in compounding,
dispensing and distributing radiopharmaceutical products and services to
hospitals and clinics through its network of 119 nuclear pharmacy service
centers in the United States and thirteen nuclear pharmacy service centers
outside of the United States. The Company's pharmacies process
radiopharmaceutical prescriptions in convenient packaging for the customer,
called "unit dose". The unit dose is then applied to a specific patient for
diagnostic imaging of physiological functions and organ systems and for
monitoring and treatment of diseases. The Company also markets and distributes
imaging cold kits, isotopes, medical reference sources, and nuclear and
pharmacy equipment and accessories. The Company estimates that its pharmacies
serve approximately 7,000 hospitals and clinics in 40 states throughout the
United States.
In addition to its radiopharmacy business, the Company owns, operates and/or
manages medical imaging centers that provide one or more outpatient diagnostic
imaging services, including magnetic resonance imaging, or MRI, computerized
tomography or CT, nuclear imaging, X-ray, ultrasound, mammography and
fluoroscopy.
The Company, through its subsidiary, Syncor Pharmaceuticals, Inc., also
manufactures Iodine-123 capsules in its manufacturing facility in Golden,
Colorado. An Iodine-123 capsule is a radiopharmaceutical diagnostic product
used for thyroid disorders.
The Company is a Delaware corporation and its principal executive offices are
located at 6464 Canoga Avenue, Woodland Hills, CA 91367-2407. Its telephone
number is 818-737-4000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby; nor will such proceeds be available for the
Company's use or benefit.
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership for the Selling
Stockholders as of May 19, 1998:
Name of No. of No. of No. of Percentage of
Selling Syncor Shares Shares Syncor Shares
Stockholder Shares Owned Recieved Owned Owned after
Prior to from After Offering(4)
Offering Syncor Offering
____________ ____________ ________ _________ ______________
James F. Mitchell 0 295,082(2) 295,082 2.8%
David Haws 0 32,787(2) 32,787 *
Haig Bagerdjian 56,115(1) 4,582(3) 60,697 *
Edwin Burgos 524(1) 223(3) 747 *
Nanci Carr 787(1) 223(3) 1,010 *
Charles Smith 55,950(1) 195(3) 56,145 *
Judy Taylour 0 110(3) 110 *
John Wang 1,125(1) 223(3) 1,348 *
(1) Mr. Bagerdjian's shares include 53,984 shares not outstanding which he
has the right to acquire pursuant to options that are exercisable as of May
19, 1998 or within 60 days thereafter, and 2,131 shares under the ESSOP. Mr.
Burgos' shares include 500 shares not outstanding which he has the right to
acquire pursuant to options exercisable within 60 days after May 19, 1998, and
24 shares under the ESSOP. Ms. Carr's shares include 500 shares not
outstanding which she has the right to acquire pursuant to options exercisable
within 60 days after May 19, 1998, and 287 shares under the ESSOP. Mr.
Smith's shares include 50,310 shares not outstanding which he has the right to
acquire pursuant to options that are exercisable as of May 19, 1998 or within
60 days thereafter, and 5,429 shares under the ESSOP. Mr. Wang's shares
include 1,125 shares not outstanding which he has the right to acquire
pursuant to options that are exercisable as of May 19, 1998 or within 60 days
thereafter.
(2) Mr. Mitchell's and Mr. Haws' shares were issued to them in connection
with the acquisition by the Company, through a reverse subsidiary merger, of
James Francis Mitchell & Co., Inc. ("JFM"), effective as of January 31, 1998
(the "Merger"). Mr. Mitchell and Mr. Haws were the sole stockholders of JFM.
The Merger was part of a series of transactions by which the Company acquired
medical imaging businesses of JFM and its affiliate, National Diagnostic
Services, Inc. ("NDS"). Since February 1997, NDS has been the Company's joint
venture partner in Syncor Diagnostics, LLC, which is owned 50% by the Company.
Mr. Mitchell is president and principal stockholder of NDS and serves as one
of the four managers of Syncor Diagnostics, LLC. Prior to the Merger, Mr.
Haws was Chief Financial Officer of NDS. Since the Merger, Mr. Mitchell has
been engaged by the Company as a consultant, and Mr. Haws has become employed
by the Company as the Chief Financial Officer for Comprehensive Medical
Imaging, Inc., the Company's subsidiary that manages the Company's medical
imaging business.
(3) The shares were issued to the individuals as bonus compensation. Mr.
Bagerdjian is the Senior Vice President, Business Development, Secretary and
General Counsel for the Company. Mr. Burgos and Ms. Carr are Senior Corporate
Counsels for the Company, and Mr. Wang is Corporate Counsel. Mr. Smith is
Corporate Vice President, Business Development, for the Company. Ms. Taylour
is Legal Administrator for the Company's Legal Department.
(4) An asterisk indicates ownership of less than one percent. The
percentages are based on 10,484,355 outstanding shares of Common Stock as of
May 13, 1998.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that, subject to the
terms of the agreement governing the Merger, each Selling Stockholder expects
to offer his or her Securities to or through brokers and dealers and
underwriters to be selected by the Selling Stockholders from time to time. In
addition, the Securities may be offered for sale through the NASDAQ Stock
Market, in the over-the-counter market, through a market maker, in one or more
private transactions, or a combination of such methods of sale, at prices and
on terms then prevailing, at prices related to such prices, or at negotiated
prices. Each Selling Stockholder may pledge all or a portion of the
Securities owned by him or her as collateral in loan transactions. Upon
default by any of such Selling Stockholders, the pledgee in such loan
transaction would have the same rights of sale as such Selling Stockholder
under this Prospectus. Each Selling Stockholder may also transfer Securities
owned by him or her in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have
the same rights of sale as such Selling Stockholder under this Prospectus;
with respect to the Acquisition Securities, however, the foregoing is subject
to the terms of the agreement governing the Merger. In addition, any
Securities covered by this Prospectus which qualify for sale pursuant to Rule
144 of the Securities Act of 1933, as amended (the "1933 Act"), may be sold
under Rule 144 rather than pursuant to this Prospectus. Finally, each Selling
Stockholder and any brokers and dealers through whom sales of the Securities
are made may be deemed to be "underwriters" within the meaning of the 1933
Act, and the commissions or discounts and other compensation paid to such
persons may be regarded as underwriters' compensation.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by Haig S. Bagerdjian, the Company's Senior Vice President, Business
Development, Secretary and General Counsel. As of May 19, 1998, Mr.
Bagerdjian owned 2,131 shares of the Company's Common Stock (excluding the
shares offered hereby), and 53,984 shares that are not outstanding but which
he has a right to acquire pursuant to options that are exercisable as of May
19, 1998 or within 60 days thereafter.
EXPERTS
The consolidated financial statements and schedule of the Company as of
Decemebr 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, 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 accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of the Securities will be borne by
the Company. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Fee $1,762
Accountants' Fees 3,000
Legal Fees 500
Miscellaneous Expenses 0
-----
Total $5,262
Item 15. 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 16. 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 Legend placed on the Acquisition Securities held by James Mitchell
and David Haws and registered by this registration statement
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 17. 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:
(i) To include any prospectus required by section 10(a)(3)
of the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Nothwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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, where applicable, each
filing of an employee benefit 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
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-3, 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 May 22, 1998.
SYNCOR INTERNATIONAL CORPORATION
/s/ Haig S. Bagerdjian
By______________________________
Haig S. Bagerdjian
Senior Vice President, Business
Development,
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 May 22, 1998
Monty Fu and Director
/s/ Robert G. Funari
____________________ President, Chief Executive May 22, 1998
Robert G. Funari Officer(Principal Executive
Officer) and Director
/s/ Michael E. Mikity
_____________________ Senior Vice President, May 22, 1998
Michael E. Mikity Chief Financial Officer
and Treasurer(Principal
Financial-Accounting
Officer)
/s/ Steven B. Gerber
____________________ Director May 22, 1998
Steven B. Gerber
/s/ George S. Oki
___________________ Director May 22, 1998
George S. Oki
/s/ Arnold E. Spangler
______________________ Director May 22, 1998
Arnold E. Spangler
/s/ Henry N. Wagner
____________________ Director May 22, 1998
Henry N. Wagner, Jr.
/s/ Gail R. Wilensky
____________________ Director May 22, 1998
Gail R. Wilensky
<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 Legend to be placed on the Acquisition Securities held E-2
by James Mitchell and David Haws and offered by
this registration statement
5 Opinion re Legality E-3
23 Consent of KPMG Peat Marwick LLP E-5
24 Power of Attorney (contained in section prior to the
Signature Page filed with this registration statement)
<PAGE>
EXHIBIT 4.3
LEGEND ON JAMES MITCHELL'S AND DAVID HAWS' STOCK CERTIFICATE
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN CONNECTION WITH THE
AGREEMENT AND PLAN OF MERGER, DATED JANUARY 21, 1998, AMONG SYNCOR
INTERNATIONAL CORPORATION ("SYNCOR"), SYNCOR ACQUISITION CORP., JAMES FRANCIS
MITCHELL & CO., INC., NATIONAL DIAGNOSTIC SERVICES, INC. AND JAMES FRANCIS
MITCHELL. THESE SHARES ARE SUBJECT TO SECTION 3.4 OF SAID AGREEMENT, WHICH
STATES THAT THE SHARES MAY BE SOLD OR TRANSFERRED BY JAMES FRANCIS MITCHELL OR
BY DAVID HAWS, AS THE CASE MAY BE, TO ANOTHER PARTY ONLY AFTER SYNCOR IS GIVEN
PRIOR WRITTEN NOTICE OF SUCH PROPOSED SALE OR TRANSFER AND SYNCOR IS GIVEN TEN
DAYS THEREAFTER TO PURCHASE THOSE SHARES. UNDER SAID AGREEMENT, THE HOLDER OF
THIS CERTIFICATE HAS ALSO GRANTED SYNCOR A PROXY WITH RESPECT TO THE SHARES
AUTHORIZING SYNCOR'S BOARD OF DIRECTORS TO DIRECT THE VOTING OF SAID SHARES IN
MATTERS RELATING TO ANY PROPOSED MERGER, CONSOLIDATION, TAKEOVER BID OR
SIMILAR TRANSACTION; SAID PROXY IS EFFECTIVE FOR THE DURATION OF THE 18-MONTH
PERIOD COMMENCING FEBRUARY 1, 1998.
<PAGE>
EXHIBIT 5
LEGAL OPINION OF SYNCOR COUNSEL
May 22, 1998
Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, CA 91367-2407
Re: Syncor International Corporation
Registration Statement on Form S-3
__________________________________
Gentlemen:
I have been requested to render this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement") of Syncor
International Corporation, a Delaware corporation (the "Company"), filed with
the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of the following shares of the
Company's Common Stock, $.05 par value (collectively, the "Securities"): (1)
327,869 shares issued to James Francis Mitchell and David Haws in connection
with the acquisition by the Company of James Francis Mitchell & Co., Inc., and
(2) 5,556 shares issued to Haig Bagerdjian, Edwin Burgos, Nanci Carr, Charles
Smith, Judy Taylour and John Wang as bonus compensation.
As counsel to the Company, I have reviewed the Registration Statement and the
Exhibits thereto, the Certificate of Incorporation and Bylaws of the Company,
as amended to date, and the minutes of the proceedings of the Company's Board
of Directors, and have also examined such other records, documents,
instruments and certificates of certain officers of the Company, made such
inquiries of officers of the Company, 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 Securities have been duly authorized for issuance and will,
when sold, be legally issued, fully paid and nonassessable.
This opinion is furnished to you solely in connection with the Registration
Statement. I 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, Business Development,
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 February 25, 1998, incorporated
herein by reference in the Registration Statement on Form S-3 of Syncor
International Corporation, relating to the consolidated balance sheets of
Syncor International Corporation and subsidiaries as of December 31, 1997 and
1996, 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, 1997, and the related schedule, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
May 19, 1998
