<PAGE>
As Filed With The Securities and Exchange Commission on May 26, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
CORDIS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 14201 N.W. 60th Avenue 59-0870525
(State or other jurisdiction Miami Lakes Florida 33014 (IRS employer
of incorporation or (305) 824-2000 identification
organization) (Address, including zip code, number)
and telephone number,
including area code, of
registrants' principal
executive offices)
________________________
WEBSTER LABORATORIES, INC. 1992 STOCK PLAN
(Full Title of the Plan)
________________________
Daniel G. Hall, Esq.
Vice President, Legal Affairs,
Secretary and General Counsel
Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, Florida 33014
(305) 824-2357
(Name, address, including zip code, and telephone
number, including area code, of agent for service of registrants)
Copy to:
Joseph G. Connolly, Jr., Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 192,401 $2.94 $565,658.94 $195.06
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) of the Securities Act of 1933, as amended. The weighted average exercise
price of the 192,401 shares subject to outstanding options is $2.94 per share.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance
with the instructions to Part I of Form S-8, such documents will not be
filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Cordis Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed
by it with the Commission:
(a) The Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993;
(b) All reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since June 30, 1993;
(c) The description of the Registrant's common stock, $1.00 par
value per share (the "Common Stock") contained in the Registrant's
Registration Statement on Form 8-A filed October 28, 1968
(File No. 0-3274), filed pursuant to Section 12 of the Exchange
Act including any amendment or report for the purpose of updating
that description; and
(d) The Registrant's Consent Statement/Prospectus, dated April 5, 1994.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part of hereof from the date of filing of such documents or reports.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
A description of the Registrant's Common Stock is incorporated
by reference under Item 3.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the Common Stock offered hereby have
been passed upon for the Registrant by Daniel G. Hall, Esq., the Vice
President, Legal Affairs, Secretary and General Counsel of the Registrant,
14201 N.W. 60th Avenue, Miami Lakes, Florida 33014. As of April 30, 1994,
Mr. Hall beneficially owned 4,500 shares of Common Stock, which constitutes
less than one percent of the outstanding Common Stock of the Registrant,
and options to purchase 37,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Under the Florida Business Corporation Act ("FBCA"), a corporation
has the power to indemnify its officers, directors, employees and agents
against liability incurred in connection with a proceeding (other than
derivative actions), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in derivative actions, except that indemnification
may be made only for (i) expenses (including attorneys' fees) and certain
amounts paid in settlement, and (ii) in the event the person seeking
indemnification has been adjudicated liable, amounts deemed proper, fair
and reasonable by the appropriate court upon application thereto. The
FBCA provides that to the extent that such persons have been successful
in defense of any proceeding, they must be indemnified by the corporation
against expenses actually and reasonably incurred in connection therewith.
The FBCA also provides that, unless a corporation's articles of
incorporation provide otherwise, if a corporation does not so indemnify
such persons, they may select, and a court may order, indemnification
under certain circumstances even if the board of directors or stockholders
of the corporation have determined that the persons are not entitled to
indemnification. The indemnification authorized by the FBCA is not
exclusive and the corporation may grant its officers, directors,
employees and agents additional indemnification.
Article VIII of the Registrant's Bylaws contains a provision
authorizing the indemnification of the Registrant's directors, officers,
employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding.
This provision also states that such indemnification shall in no way be
exclusive of any other rights of indemnification to which any of such
persons would otherwise be entitled under any other bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or are incorporated by
reference to previously filed registration statements or reports of
Registrant as indicated in the "Incorporated by Reference to" column.
<TABLE>
<CAPTION>
Incorporated
by Reference to
Exhibit Registration Exhibit
No. No. or Report No. Description
<S> <C> <C> <C>
4(a)(i) Form 10-K for 3 Restated Articles of Incorporation of Cordis Corporation
year ended filed with the Florida Secretary of State on
June 30, 1983 February 14, 1978 and Articles of Amendment
thereto filed with the Florida Secretary of State on
November 1, 1978.
4(a)(ii) Form S-4 No. 3(a)(ii) Articles of Amendment to Cordis Corporation's
33-52399 dated Restated Articles of Incorporation filed with the Florida
February 25, 1994 Secretary of State on November 3, 1983.
4(b) Form 10-K for 3(a) By-Laws of Cordis Corporation.
year ended
June 30, 1983
4(c) Amend. No. 1 to 99(b) Webster Laboratories, Inc. 1992 Stock Plan.
Form S-4 No.
33-52399 dated
April 4, 1994
5 _ _ Opinion of Daniel G. Hall, Esq. as to legality of
securities being registered.
23(a) _ _ Consent of Deloitte & Touche (independent auditors).
23(b) _ _ Consent of Daniel G. Hall, Esq. (included in his
opinion filed as Exhibit 5 hereto).
24 _ _ Power of Attorney (included with the signature page
of this Registration Statement).
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
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) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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 undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is 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 liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
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
Registrant of expenses incurred or paid by a director, officer or controlling
person in 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 Registrant 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Miami Lakes, State of Florida, on May 26, 1994.
CORDIS CORPORATION
By: /s/ Robert C. Strauss
_________________________________
Robert C. Strauss, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel G. Hall and
Alfred J. Novak and each of them, jointly and severally, his attorneys-in-fact,
each with full power of substitution, for him in any and all capacities, to
sign any and all amendments to this Registration Statement on Form S-8 and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that each said attorneys-in-fact or his substitute
or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: May 26, 1994 /s/ Robert C. Strauss
__________________________ ________________________________________
Robert C. Strauss, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 26, 1994 /s/ Alfred J. Novak
__________________________ ________________________________________
Alfred J. Novak, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: May 23, 1994 /s/ Robert Q. Marston
__________________________ ________________________________________
Robert Q. Marston, Chairman of the Board
Date: May 20, 1994 /s/ Dr. David R. Challoner
__________________________ ________________________________________
David R. Challoner, M.D., Director
Date: May 26, 1994 /s/ Richard W. Foxen
__________________________ ________________________________________
Richard W. Foxen, Director
Date: May 26, 1994 /s/ Donald F. Malin
__________________________ ________________________________________
Donald F. Malin, Jr., Director
Date: May 20, 1994 /s/ Jan L. de Ruyter van Steveninck
__________________________ ________________________________________
Jan L. de Ruyter van Steveninck, Director
Date: May 20, 1994 /s/ Patricia K. Woolf
__________________________ ________________________________________
Patricia K. Woolf, Director
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith or are incorporated by
reference to previously filed registration statements or reports of
Cordis as indicated in the "Incorporated by Reference to" column.
<TABLE>
<CAPTION>
Incorporated
by Reference to
Registration
Exhibit Sequential Exhibit Sequential
No. No. or Report No. Description Page No.
<S> <C> <C> <C> <C>
4(a)(i) Form 10-K for 3 Restated Articles of Incorporation of Cordis Corporation
year ended filed with the Florida Secretary of State on
June 30, 1983 February 14, 1978 and Articles of Amendment
thereto filed with the Florida Secretary of State on
November 1, 1978.
4(a)(ii) Form S-4 No. 3(a)(ii) Articles of Amendment to Cordis Corporation's
33-52399 dated Restated Articles of Incorporation filed with the Florida
February 25, 1994 Secretary of State on November 3, 1983.
4(b) Form 10-K for 3(a) By-Laws of Cordis Corporation.
year ended
June 30, 1983
4(c) Amend. No. 1 to 99(b) Webster Laboratories, Inc. 1992 Stock Plan.
Form S-4 No.
33-52399 dated
April 4, 1994
5 _ _ Opinion of Daniel G. Hall, Esq. as to legality of
securities being registered.
23(a) _ _ Consent of Deloitte & Touche (independent auditors).
23(b) _ _ Consent of Daniel G. Hall, Esq. (included in his
opinion filed as Exhibit 5 hereto).
24 _ _ Power of Attorney (included with the signature page
of this Registration Statement).
</TABLE>
<PAGE>
Exhibit 5
Cordis Corporation
May 24, 1994
Registration Statement on Form S-8
Shares of Common Stock
______________________________
Dear Sirs:
I have acted as legal counsel for Cordis Corporation ("Company") in
connection with the registration statement, to which this opinion constitutes
Exhibit 5, relating to shares of the Company's Common Stock, par value $1.00
per share, that may be issued or delivered by the Company upon exercise of
stock options granted or to be granted under the Webster Laboratories, Inc.
1992 Stock Plan covering an aggregate of 192,401 shares of Common Stock.
I have examined such public and corporate records and documents, and such
questions of law, as I have deemed appropriate for the purposes of this
opinion.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock that may be issued or delivered by the Company upon the exercise of
the aforesaid stock options have been duly authorized and, when issued or
delivered in accordance with the terms of the Webster Laboratories, Inc.
1992 Stock Plan, such shares will be validly issued, fully paid, and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
registration statement.
Very truly yours,
/s/ Daniel G. Hall
___________________________
Daniel G. Hall
Vice President, Legal Affairs,
Secretary and General Counsel
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cordis Corporation on Form S-8 of our report relating to Cordis
Corporation dated August 10, 1993 appearing in the Annual Report on
Form 10-K for the year ended June 30, 1993.
DELOITTE & TOUCHE
Miami, Florida
May 26, 1994
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