As filed with the Securities and Exchange Commission on September 7, 2000
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
2000 MASTER STOCK INCENTIVE PLAN
(Full Title of Plan)
John S. Baumann, Esq.
6464 Canoga Avenue
Woodland Hills, California 91367-2407
(818) 737-4492
(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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of Amount to be Proposed max. Proposed max. Amount of
securities to registered offering price aggregate registration
be registered per share <F2> offering price fee
Common Stock, 4,000,000 $37.9375 $151,750,000 $40,062
par value shares <F1>
$0.05 per
share
<FN>
<F1> The shares registered hereby were authorized for issuance under the
Plan during the annual stockholders' meeting on June 20, 2000.
<F2> 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 30, 2000 as reported in the NASDAQ National
Market.
</FN>
</TABLE>
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.
<PAGE>
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
in this registration statement by reference:
1. The Annual Report on Form l0-K filed by Syncor International
Corporation (the "Company") for the fiscal year ended December 31,
1999;
2. The Company's Proxy Statement for the Annual Meeting of the
Stockholders on June 20, 2000;
3. The Company's Quarterly Report on Form 10-Q filed by the Company for
the quarter ended March 31, 2000;
4. The Company's Quarterly Report on Form 10-Q filed by the Company for
the quarter ended June 30, 2000; and
5. The description of the Company's common stock as set forth in the
Registration Statement filed by the Company 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 employee benefit plans.
<PAGE>
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 September 28, 1999 between the
Company and American Stock Transfer & Trust Company filed as
Exhibit 4 to the Company's Current Report on Form 8-K dated
September 28, 1999 and incorporated herein by reference
4.3 2000 Master Stock Incentive Plan, effective as of June 20, 2000
filed as Exhibit A to the Company's Proxy Statement, dated May
12, 2000, and incorporated herein by reference
5 Opinion re Legality
<PAGE>
23 Consent of KPMG 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
herein, 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.
<PAGE>
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 September 7,2000.
SYNCOR INTERNATIONAL CORPORATION
By /s/John S. Baumann
John S. Baumann
Senior Vice President and General Counsel
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Monty Fu Chairman of the Board September 7, 2000
Monty Fu and Director
/s/Robert G. Funari President, Chief Executive September 7, 2000
Robert G. Funari Officer (Principal Executive
Officer) and Director
/s/Michael E. Mikity Senior Vice President, September 7, 2000
Michael E. Mikity Chief Financial Officer
and Treasurer (Principal
Financial and
Accounting Officer)
/s/George S. Oki Director September 7, 2000
George S. Oki
/s/Arnold E. Spangler Director September 7, 2000
Arnold E. Spangler
/s/Steven B. Gerber Director September 7, 2000
Steven B. Gerber, M.D.
/s/Henry N. Wagner, Jr. Director September 7, 2000
Henry N. Wagner, Jr., M.D.
/s/Gail R. Wilensky Director September 7, 2000
Gail R. Wilensky, Ph.D.
/s/Ronald A. Williams Director September 7, 2000
Ronald A. Williams
<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 September 28, 1999
between the Company and American Stock Transfer &
Trust Company filed as Exhibit 4 to the Company's
Current Report on Form 8-K dated September 28, 1999
and incorporated herein by reference
4.3 2000 Master Stock Incentive Plan, effective as of
June 20, 2000 filed as Exhibit A to the Company's
Proxy Statement, dated May 12, 2000 and incorporated
herein by reference
5 Opinion re Legality E-2
23 Consent of KPMG LLP E-4
24 Power of Attorney (contained in section prior 5
to the Signature Page filed with this registration
statement)
<PAGE>
EXHIBIT 5
SYNCOR INTERNATIONAL CORPORATION
September 7, 2000
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 4,000,000 shares
of Common Stock, $0.05 par value (the "Common Stock"), of the Corporation
authorized for issuance under the Corporation's 2000 Master Stock Incentive
Plan, effective as of June 20, 2000.
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.
The opinions the undersigned expresses herein are limited to matters involving
New York law, the federal laws of the United States, and, as to limited
matters, the General Corporation Law of the State of Delaware.
<PAGE>
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/John S. Baumann
John S. Baumann
Senior Vice President and General Counsel
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Syncor International Corporation
We consent to incorporation by reference in the registration statement on
Form S-8 for Syncor International Corporation of our report dated February 16,
2000, relating to the consolidated balance sheets of Syncor International
Corporation and subsidiaries as of December 31, 1999, and 1998, and the
related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, which report appears in the December 31, 1999
annual report on Form 10-K of Syncor International Corporation.
/s/KPMG LLP
Los Angeles, California
September 5, 2000
