As filed with the Securities and Exchange Commission on August 24, 1998.
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
1998 SENIOR MANAGEMENT STOCK PURCHASE PLAN
(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>
<S> <C> <C> <C> <C>
Title of Amount to Proposed max. Proposed Max. Amount of
Securities be registered offering price aggregate registration
to be per share (2) offering fee
registered price
Common Stock 1,000,000 $16.625 $16,625,000 $5,038
par value
$.05 per
share
</TABLE>
(1) The shares registered hereby were authorized for issuance under the Plan
during the annual stockholders' meeting on June 16, 1998.
(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
August 17, 1998 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.
SYNCOR INTERNATIONAL CORPORATION
This Prospectus relates to 1,000,000 shares (the "Shares") of Common
Stock, par value $.05 per share ("Common Stock"), of Syncor International
Corporation (the "Company") which were purchased by the Selling Stockholders
named in the section entitled "Selling Stockholders" below, or which are
available for purchase from the Company, through the 1998 Senior Management
Stock Purchase Plan (the "Plan"). Of the 1,000,000 Shares, 521,000 Shares
were purchased by the Selling Stockholders, and 479,000 Shares remain
available for purchase from the Company.
The Selling Stockholders are all directors, officers, and/or key
employees of the Company. Each Selling Stockholder purchased the Shares from
the Company with a five-year promissory note made payable to the Company.
Each Selling Stockholder also pledged the Shares to the Company as security
for the payment of his or her promissory note. The rights and obligations of
each Selling Stockholder are further described in the Plan.
In the event a Selling Stockholder sells any of his or her Shares,
the Selling Stockholder will be required to pay down his or her promissory
note using the proceeds from the sale, such that the Selling Stockholder's
remaining obligations under the promissory note after taking into account such
payment will not exceed the fair market value of the Selling Stockholder's
remaining Shares pledged to the Company.
The Company will bear the costs relating to the registration of the
Shares, estimated to be $7,500.
The Common Stock is traded on the NASDAQ National Market (Symbol:
SCOR). The reported closing price per share of Common Stock on August 17,
1998 was $16.625. 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 August 24, 1998.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the 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 Proxy Statement for the Annual Meeting of the
Stockholders on June 16, 1998.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
5. The description of the Company's common stock as set forth in the
Registration Statement for such stock filed 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 and prior to
the termination of the offering of the Shares 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 Shares. 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 Shares 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
In the event a Selling Stockholder sells any of his or her Shares, the
Selling Stockholder will be required to pay down his or her promissory note
using the proceeds from the sale, such that the Selling Stockholder's remaining
obligations under the promissory note after taking into account such payment
will not exceed the fair market value of the Selling Stockholder's remaining
Shares pledged to the Company. The proceeds from such sales will be used by
the Company for working capital purposes.
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership for the
Selling Stockholders as of August 7, 1998:
<TABLE>
<CAPTION>
Name of Title No. of No. of No. of Percentage
Selling Syncor Shares Syncor of Syncor
Stockholder Shares Purchased Shares Shares
Owned from Owned Owned After
Prior Syncor After Offering (2)
to Offering
Offering
(1)
<S> <C> <C> <C> <C> <C>
Robert Funari President, 194,161 120,000 314,161 2.8%
Chief
Executive
Officer and
Director
Monty Fu Chairman of 727,923 125,000 852,923 7.7%
the Board
and Director
Brad Nutter Executive 12,500 20,000 32,500 *
Vice President
and Chief
Operating
Officer
Haig Bagerdjian Executive 60,810 100,000 160,810 1.5%
Vice President,
Chief Legal
Officer and
Secretary
Michael Mikity Senior Vice 58,910 20,000 78,910 *
President,
Chief Financial
Officer and
Treasurer
Sheila Coop Corporate Vice 50,417 15,000 65,417 *
President,
Human Resources
Charles Smith Corporate Vice 56,258 20,000 76,258 *
President,
Business
Development
Jack Coffey Corporate Vice 57,562 38,000 95,562 *
President,
Quality and
Regulatory
Michael Fenerin Vice President, 13,147 1,000 14,147 *
Marketing
Roy Martarella Vice President, 19,913 1,000 20,913 *
Information
Technology
Charles Joseph Vice President, 34,152 1,000 35,152 *
Zipp Operations
James Stone Executive 17,432 1,000 18,432 *
Director,
Business
Logistics
Marc Mullen Vice President, 5,759 2,000 7,759 *
Corporate
Accounts
Peter Allen Vice President, 0 2,500 2,500 *
Sales
Steven Gerber Director 36,650 15,000 51,650 *
George Oki Director 19,800 15,000 34,800 *
Arnold Spangler Director 27,450 15,000 42,450 *
Henry Wagner Director 42,850 2,000 44,850 *
Gail Wilensky Director 26,983 7,500 34,483 *
</TABLE>
(1) The number of shares listed for each Selling Stockholder above
includes shares owned directly or indirectly by the Selling Stockholder, shares
held pursuant to the Company's Employees' Savings and Stock Ownership Plan (the
"ESSOP"), and options to purchase the Company's shares that are exercisable as
of August 7, 1998 or within sixty days thereafter. The number of option shares
included above for each Selling Stockholder is as follows: Mr. Funari, 170,500;
Mr. Fu, 46,400; Mr. Nutter, 12,500; Mr. Bagerdjian, 53,984; Mr. Mikity, 49,750;
Ms. Coop, 48,375; Mr. Smith, 50,310; Mr. Coffey, 49,200; Mr. Fenerin, 11,250;
Mr. Martarella, 16,989; Mr. Zipp, 29,015; Mr. Stone, 11,250; Mr. Mullen, 3,068;
Mr. Allen, 0; Mr. Gerber, 33,400; Mr. Oki, 14,550; Mr. Spangler, 20,200; Mr.
Wagner, 41,600; Ms. Wilensky, 25,733.
(2) An asterisk indicates ownership of less than one percent.
The percentages are based on 11,007,149 outstanding shares of Common Stock as of
August 11, 1998, plus, as to each individual, the number of option shares held
by such individual.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that,
subject to the terms and conditions of the Plan, each Selling Stockholder
expects to offer his or her Shares to or through brokers and dealers and
underwriters to be selected by the Selling Stockholders from time to time.
In addition, the Shares 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 also transfer Shares 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. In addition, any Shares 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 Shares 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 Shares offered hereby will be passed upon for the
Company by Haig S. Bagerdjian, the Company's Executive Vice President, Chief
Legal Officer, and Secretary. Mr. Bagerdjian purchased 100,000 shares under the
Plan. In addition to those 100,000 shares included in this registration
statement, as of August 7, 1998, Mr. Bagerdjian owned 6,826 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 August 7, 1998 or within 60 days thereafter.
EXPERTS
The consolidated financial statements and schedule of the Company as
of December 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.
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:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
2. The Company's Proxy Statement for the Annual Meeting of the
Stockholders on June 16, 1998.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
5. The description of the Company's common stock as set forth in the
Registration Statement filed for such stock 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
The validity of the securities offered hereby will be passed upon
for the Company by Haig S. Bagerdjian, the Company's Executive Vice President,
Chief Legal Officer and Secretary. Mr. Bagerdjian purchased 100,000 shares under
the Plan. In addition to those 100,000 shares included in this registration
statement, as of August 7, 1998, Mr. Bagerdjian owned 6,826 shares of the
Company's common stock, and 53,984 shares that are not are outstanding but which
he has a right to acquire pursuant to options that are exercisable as of August
7, 1998 or within 60 days thereafter.
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 an 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
4.3 1998 Senior Management Stock Purchase Plan, effective as of June 16,
1998, filed as Exhibit 10.1 to the form 10-Q for the quarter ending
June 30, 1998 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
bonafide 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 August 24, 1998.
SYNCOR INTERNATIONAL CORPORATION
By /s/ Haig S. Bagerdjian
Haig S. Bagerdjian
Executive Vice President,
Chief Legal Officer and
Secretary
<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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Monty Fu Chairman of the Board August 24, 1998
Monty Fu and Director
/s/ Robert G. Funari President, Chief Executive August 24, 1998
Robert G. Funari Officer (Principal Executive
Officer) and Director
/s/ Paul B. Nutter Executive Vice President, August 24, 1998
Paul B. Nutter Chief Operating Officer
/s/ Haig S. Bagerdjian Executive Vice President, August 24, 1998
Haig S. Bagerdjian Chief Legal Officer and
Secretary
/s/ Michael E. Mikity Senior Vice President, Chief August 24, 1998
Michael E. Mikity Financial Officer and Treasurer
(Principal Financial-Accounting
Officer)
/s/ George S. Oki Director August 24, 1998
George S. Oki
/s/ Arnold E. Spangler Director August 24, 1998
Arnold E. Spangler
/s/ Steven B. Gerber Director August 24, 1998
Steven B. Gerber, M.D.
/s/ Henry N. Wagner Director August 24, 1998
Henry N. Wagner, Jr. M.D.
/s/ Gail R. Wilensky Director August 24, 1998
Gail R. Wilensky, Ph.D.
</TABLE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Page No.
<S> <C> <C>
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 1998 Senior Management Stock Purchase Plan,
effective as of June 16, 1998 filed as
Exhibit 10.1 to the Form 10-Q for the
quarter ending June 30, 1998, and
incorporated herein by reference
5 Opinion re Legality E-2
23 Consent of KPMG Peat Marwick LLP E-3
24 Power of Attorney (contained in section 10
prior to the Signature Page filed with this
registration statement)
</TABLE>
EXHIBIT 5
SYNCOR INTERNATIONAL CORPORATION
August 24, 1998
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 up to 1,000,000 shares of Common Stock,
$0.05 par value (the "Common Stock"), of the Corporation purchased or available
for purchase under the Corporation's 1998 Senior Management Stock Purchase Plan,
effective as of June 16, 1998.
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 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
Executive Vice President, Chief Legal Officer and Secretary
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-8 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
August 19, 1998
