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FORM 10-C
Securities and Exchange Commission
Washington, D.C. 20549
Report by issuer of securities quoted on The Nasdaq Stock Market,
filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 thereunder.
Cordis Corporation
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EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER
14201 N.W. 60th Avenue, Miami Lakes, FL 33014
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
(305) 824-2000
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ISSUER'S TELEPHONE NUMBER INCLUDING AREA CODE
I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or
more in the number of shares outstanding:
1. Title of security Common Stock, par value $1.00 per share
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2. Number of shares outstanding before the change 14,403,070
(as of March 31, 1994) -----------------
3. Number of shares outstanding after the change 16,072,052*
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* Calculated by adding the number of shares outstanding
as of March 31, 1994 to the number of shares issued
pursuant to this action, which was 1,668,982.
4. Effective date of change April 25, 1994
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5. Method of change Merger
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Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)
Give brief description of transaction See Annex A
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II. Change in Name of Issuer
1. Name prior to change N/A
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2. Name after change ______________________________________________
3. Effective date of charter amendment changing name ______________
4. Date of shareholder approval of change, if required ____________
Dated: May 4, 1994 CORDIS CORPORATION
By: /s/ Robert C. Strauss
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Robert C. Strauss
President and Chief Executive Officer
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ANNEX A
Pursuant to an Agreement and Plan of Reorganization by
and among Cordis Corporation, a Florida corporation ("Cordis"),
Cordis Acquisition, Inc., a newly formed California corporation
and a wholly owned subsidiary of Cordis ("Acquisition"), Webster
Laboratories, Inc., a California corporation ("Webster"), and
certain of the shareholders of Webster dated as of January 20,
1994 and amended by Amendments Nos. 1 and 2 to Agreement and Plan
of Reorganization dated as of March 15, 1994 and as of April 1,
1994, respectively (as so amended, the "Reorganization
Agreement"), and a related Agreement of Merger dated as of April
25, 1994 between Acquisition and Webster and filed with the
Secretary of State of California on April 25, 1994,
(i) Acquisition has merged with and into Webster (the "Merger"),
doing business under the name Cordis Webster, Inc. and which is a
wholly owned subsidiary of Cordis, and (ii) each share of Webster
common stock, no par value ("Webster Common Stock"), outstanding
immediately prior to the consummation of the Merger has been
converted into the right to receive that number of shares of
common stock of Cordis, par value $1.00 per share ("Cordis Common
Stock"), equal to $12.81364 divided by the average of the
reported closing prices of a share of Cordis Common Stock on the
NASDAQ National Market System as reported by NASDAQ for the 20
consecutive trading days immediately preceding the third trading
day before the date of the closing of the Merger (the "Average
Trading Price"), which Average Trading Price was $45.59375. Such
number as so determined, was 0.281039 (the "Exchange Ratio").
The number of shares of Cordis Common Stock issuable pursuant to
the Merger was 1,668,982, excluding an additional 192,401 shares
of Cordis Common Stock that were reserved for issuance pursuant
to options to purchase shares of Webster Common Stock that were
outstanding immediately prior to the effective time of the Merger
and assumed by Cordis.
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