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
UNIVERSAL PERFORMANCE EQUITY PARTICIPATION 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>
Title of securities Amount to be Proposed max. Proposed max. Amount of
To be registered registered offering aggregate registration
price per offering price fee
share (2)
<S> <C> <C> <C> <C>
Common Stock 1,800,000 $16.625 $29,925,000 $9,068
par value $.05 shares (1)
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.
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 Annual Report on Form l0-K filed by Syncor International
Corporation the ( Company") for the fiscal 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
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 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 re
4 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 Universal Performance Equity Participation Plan, effective as of
June 16, 1998,together with the First Amendment to the Universal
Performance Equity Participation Plan, effective as of June 17,
1998, filed as Exhibit 10.2 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
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 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, August 24, 1998
Michael E. Mikity Chief 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 Director
/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>
<PAGE>
<TABLE> INDEX OF EXHIBITS
<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 Universal Performance Equity
Participation Plan, effective as of
June 16, 1998, together with the First
Amendment to the Universal Performance
Equity Participation Plan, effective as
of June 17, 1998, filed as Exhibit 10.2
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>
<PAGE>
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 1,800,000 shares
of Common Stock, $0.05 par value ("the Common Stock"), of the Corporation
authorized for issuance under the Corporation's Universal Performance Equity
Participation Plan, effective as of June 16, 1998, as amended.
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
Executive Vice President, Chief Legal Officer and Secretary
<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-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.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
August 19, 1998
