<PAGE>
As filed with the Securities and Exchange Commission
on November 6, 1995
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
_______________________________________________
(State or other jurisdiction of incorporation or organization)
59-0870525
_______________________________________________
(I.R.S. employer identification no.)
14201 N.W. 60th Avenue, Miami Lakes, Florida 33014
_______________________________________________
(Address of principal executive offices) (Zip code)
Cordis Corporation Non-Qualified Stock Option Plan
_______________________________________________
(Full title of the plan)
Ana Maria Gonzalez, Esq.
Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, Florida 33014
(Name and address of agent for service)
(305) 824-2000
(Telephone number, including area code, of agent for service)
Copy to:
Peter J. Romeo, Esq.
Hogan & Hartson
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5805
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------- --------------------- --------------------- ---------------------- -------------------
<S> <C> <C> <C>
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum offering aggregate offering registration fee
price per share price
Common Stock, 750,000 $108.375 (1) $81,281,250 $28,028
par value $1.00 per share
Stock Options 750,000 - 0 - (2) - 0 - - 0 -
(1) Estimated pursuant to Rule 457(h) under the Securities Act
of 1933 as of October 27, 1995 solely for the purpose of calculating the
registration fee.
(2) Options to buy common stock granted at no cost to optionees.
Registration fee for options included in registration fee for common stock.
</TABLE>
- -------------------------------------------------------------------------------
Pursuant to Rule 429 this registration statement also constitutes a post
effective amendment to registration statement Nos. 33-23668, 33-35304, and
33-63634.
<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 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:
(a) The Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995;
(b) All reports filed with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since June 30, 1995;
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on October 28, 1968; and
(d) All documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a) and (c), 14, or
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 remaining unsold.
Item 4. Description of Securities.
Not applicable.
-1-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Ana M. Gonzalez, Esq., Secretary and Acting General Counsel of
the Registrant, rendered the legal opinion set forth in Exhibit 5 hereto.
Item 6. Indemnification of Directors and Officers.
(a) Article VIII of the Registrant's Bylaws provides as
follows:
Each person who at any time is, or shall have been, a director, officer,
employee or agent of the Corporation, and is threatened to be or is made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is, or was, a director, officer, employee or agent of the Corporation, or served
at the request of the Corporation as a director, officer, employee or agent of
the Corporation, or served at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding to the full extent and subject to the limitations provided under
subsections 14 and 15 of Section 608.13 of the Florida Statutes and subsections
(1) and (2) of Section 5 of the Florida General Corporation Act. The foregoing
right of indemnification shall in no way be exclusive of any other rights of
indemnification to which any such director, officer, employee or agent may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
(b) Section 607.0850 of the Florida Business Corporation Act,
entitled "Indemnification of officers, directors, employees and agents," is set
forth as Exhibit 28.2 to this Registration Statement and is incorporated herein
by reference.
(c) Cordis Corporation has in effect a policy of liability
insurance covering its directors and officers.
* * *
Insofar as indemnification for liabilities 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 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
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 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.
-2-
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -------------
4 Cordis Corporation Non-Qualified Stock Option Plan
5 Opinion of Ana M. Gonzalez, Esq.
24.1 Consent of Ana M. Gonzalez, Esq. (See Exhibit 5)
24.2 Consent of Deloitte & Touche
28 Section 607.0850 of the Florida Business Corporation Act
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;
-3-
<PAGE>
(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, 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 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) The undertaking concerning indemnification is a set
forth under the response to Item 6.
-4-
<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 Miami Lakes, Florida, on this day of October, 1995.
Cordis Corporation
By: /s/
----------------------
Robert C. Strauss
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Strauss and Alfred Novak,
jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact, with full power of substitution, for him and his name, place
and stead, in any and all capacities, to sign any 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, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
SIGNATURE TITLE DATE
/s/Robert C. Strauss Chairman of the Board, October , 1995
- ------------------ President and Chief Executive
Robert C. Strauss Officer (Principal Executive
Officer)
-5-
<PAGE>
SIGNATURE TITLE DATE
/s/Alfred J. Novak Vice President and October , 1995
- ------------------- Chief Financial Officer
Alfred J. Novak (Principal Financial
Officer, and Principal
Accounting Officer)
/s/Richard W. Foxen Director October , 1995
- --------------------
Richard W. Foxen
- -------------------- Director October , 1995
Donald F. Malin, Jr.
/s/David R. Challoner Director October , 1995
- --------------------
David R. Challoner
/s/Catherine M. Burzik Director October , 1995
- --------------------
Catherine M. Burzik
/s/Patricia K. Woolf Director October , 1995
- --------------------
Patricia K. Woolf
/s/J.L. de Ruyter van Steveninck Director October , 1995
- --------------------
J.L. de Ruyter van Steveninck
/s/William J. Razzouk Director October , 1995
- --------------------------
William J. Razzouk
/s/Wilton W. Webster, Jr. Director October , 1995
- --------------------------
Wilton W. Webster, Jr.
-6-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- -------- --------------- ----
4 Cordis Corporation Non-Qualified
Stock Option Plan
5 Opinion of Ana M. Gonzalez, Esq.
24.1 Consent of Ana M. Gonzalez, Esq.
(See Exhibit 5)
24.2 Consent of Deloitte & Touche
28 Section 607.0850 of the Florida
Business Corporation Act
<PAGE>
Exhibit 4
CORDIS CORPORATION
NON-QUALIFIED
STOCK OPTION PLAN
<PAGE>
CORDIS CORPORATION
DIRECTOR
NON-QUALIFIED STOCK OPTION PLAN
1. Purpose.
The purpose of this Non-Qualified Stock Option Plan (the
"Plan") is to further the interest of the Company and its shareholders by
providing incentives in the form of stock option grants to key employees who
contribute materially to the success and profitability of the Company. The
grants will recognize and reward outstanding individual performances and
contributions and will give such persons a proprietary interest in the Company,
thus enhancing their personal interest in the Company and its subsidiaries in
attracting and retaining key persons. The options granted under this Plan will
be nonstatutory options taxed under Section 83 of the Internal Revenue Code of
1986, as amended.
2. Definitions.
The following definitions shall apply to this Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Compensation Committee" means the Compensation Committee
of the Board of Directors.
(d) "Common Stock" means the Common Stock, par value $1.00 per
share of the Company or such other class of shares or securities as to which the
Plan may be applicable pursuant to Section 10 herein.
(e) "Company" means Cordis Corporation.
(f) "Date of Grant" means the date on which the Board grants
an Option.
(g) "Employee" means any person employed on an hourly or
salaried basis by the Company or any parent or subsidiary of the Company that
now exists or hereafter is organized or acquired by or acquires the Company.
(h) "Fair Market Price" shall mean the quoted market price of
the Common Stock of the Corporation, which shall, unless otherwise determined by
the Board, be the closing price as reported by NASDAQ Over-the-Counter National
Market System or the last reported sale price prior to the date as of which such
market price is being determined.
(i) "Option" means a stock option granted pursuant to the
Plan.
(j) "Optionee" means an Employee who receives an Option.
(k) "Plan" means the Cordis Corporation Non-Qualified Stock
Option Plan.
(l) "Share" means the Common Stock, as adjusted in accordance
with Section 10 of the Plan.
(m) "Subsidiary" means any corporation 80% or more of the
voting securities of which are owned directly or indirectly by the Company at
any time during the existence of this Plan.
3. Administration.
This Plan will be administered by the Compensation Committee
("Committee"), the members of which shall be disinterested persons within the
meaning of rule 16b-3 under the Securities Exchange Act of 1934 ("1934 Act").
<PAGE>
The Committee has the exclusive power to select the
participants in this Plan, to establish the terms of the Options granted to each
participant, and to make all other determinations necessary or advisable under
the Plan. The Committee has the sole and absolute discretion to determine
whether the performance of an eligible Employee warrants an award under this
Plan, and to determine the amount of the award. The Committee has full and
exclusive power to construe and interpret this Plan, to prescribe, amend, and
rescind rules and regulations relating to this Plan, and to take all actions
necessary or advisable for the Plan's administration. Any such determination
made by the Committee will be final and binding on all persons. A member of the
Committee will not be liable for performing any act or making any determination
in good faith.
4. Shares Subject to Option.
Subject to adjustments as provided for by Section 10 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan shall be 2,625,000. Such Shares may be authorized, but unissued, or may
be treasury shares. If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares that were
subject to the Option shall, unless the Plan has then terminated, be available
for other Options under the Plan.
5. Participants.
(a) Eligible Employee. Each officer and key Employee, as the
Board in its sole discretion designates, is eligible to participate in this
Plan. The Committee's award of an Option to a participant in any year does not
require the Committee to award an Option to that participant in any other year.
Furthermore, the Committee may award different Options to different
participants. The Committee may consider such factors as it deems pertinent in
selecting participants and in determining the amount of their Options including,
without limitations, (i) the financial condition of the Company or its
Subsidiaries; (ii) expected profits for the current or future years; (iii) the
contributions of a prospective participant to the profitability and success of
the Company or its Subsidiaries; and (iv) the adequacy of the prospective
participant's other compensation. Participants may include persons to whom
stock, stock options, stock appreciation rights, or other benefits previously
were granted under this or another plan of the Company or any Subsidiary,
whether or not the previously granted benefits have been fully exercised.
(b) No Right of Employment. An Optionee's right, if any, to
continue to serve the Company and its Subsidiaries as an officer, Employee,
Director or otherwise will not be enlarged or otherwise affected by his
designation as a participant under this Plan, and such designation will not in
any way restrict the right of the Company or any Subsidiary, as the case may be,
to terminate at any time the employment of any participant.
6. Option Requirements.
Each Option granted under this Plan shall satisfy the
following requirements:
(a) Written Option. An Option shall be evidenced by a written
instrument specifying (i) the number of Shares that may be purchased by its
exercise, and (ii) such terms and conditions as may be
consistent with the Plan as the Committee shall determine.
(b) Exercise Price. The exercise price of each Share subject
to the Option shall be equal to or greater than the Fair Market Value of the
Share on the Option's Date of Grant.
(c) Duration of Option. Each Option will expire on the tenth
anniversary of its Date of Grant or at such earlier date as is set by the
Committee in establishing the terms of the grant for the Option. If an
Optionee's employment with the Company terminates before the expiration date for
an Option, the Options owned by such Optionee shall expire on the earlier of the
dates stated in this subsection or the date stated in subsections (d), (e), (f)
or (g) below.
(d) Death. In the case of the death of an Optionee, the Option
shall expire on the one-year anniversary of the Optionee's death, or if earlier,
the date specified in subsection (c) above. During the one-year period following
the Optionee's death, the Option may be exercised to the extent it could have
been exercised at the time the Optionee died, subject to any adjustments under
Section 10 herein.
(e) Disability. In the case of the disability of an Optionee
and a resulting termination of employment with the Company, the Option shall
expire on the one-year anniversary date of the Optionee's last day of
employment, or, if earlier, the date specified in subsection (c) above. For
purposes of this subsection, an Optionee will be considered disabled if he is
totally and permanently disabled within the meaning of Code Section 105(d)(4).
During the one-year period following the Optionee's termination of employment by
reason of disability, the Option may be exercised as to the number of Shares for
which it could have been exercised at the time the Optionee became disabled,
subject to any adjustments under Section 10 herein.
<PAGE>
(f) Retirement. If the Optionee's service terminates by reason
of normal retirement under the Cordis Corporation Retirement Plan, the Option
will expire ninety days after the last day of employment, or, if earlier, on the
date specified in subsection (c) above. During the ninety day period following
the Optionee's retirement as described in this subsection, the Option may be
exercised as to the number of Shares for which the Option could have been
exercised on the retirement date, subject to any adjustment under Section 10
herein.
(g) Termination of Services. If the Optionee ceases employment
for any reason other than death, disability or retirement of the Optionee (as
described above), all Options held by the Optionee shall remain exercisable for
a period of three months from the date of cessation of employment to the extent
it was exercisable at the time of cessation of employment, and thereafter all
such options shall terminate together with all rights hereunder, to the extent
not previously exercised. Notwithstanding the provisions of this paragraph,
however, if the Optionee shall be discharged for cause (which shall be defined
as participation in conduct during employment consisting of fraud, felony,
willful misconduct or commission of any act which causes or may reasonably be
expected to cause substantial damage to the Company) each Option to the extent
not previously exercised shall terminate at once.
(h) Change of Control. If the Company undergoes a change of
control as defined in this subsection, all Options outstanding on the date of
the change in control shall be 100% vested, notwithstanding the requirements of
subsection (j) below. For this purpose, a "change of control" means the
following:
<PAGE>
(i) The acquisition by any person of direct or indirect
beneficial ownership of the Company's outstanding voting securities in a
quantity sufficient to cause a change in the composition of the Company's Board
of Directors. For purposes of this provision, the term "person" means any group,
corporation, partnership, association, trust (other than any trust holding stock
for the account of Employees of the Company pursuant to any stock purchase,
ownership or employee benefit plan of the Company), business entity, estate, or
natural person, and "beneficial ownership" means the direct or indirect power to
vote or to direct the voting of the security or the direct or indirect power to
dispose or direct the disposition of the security.
(ii) Completion of a tender offer or exchange offer for
and acquisition of 50% or more of the voting securities of the Company that is
required to be reported by the offeror to the Securities and Exchange Commission
pursuant to Section 14(d) of the Securities Exchange Act of 1934 and the
regulations promulgated thereunder.
(iii) The merger or consolidation of the Company with
or into another corporation, other than a wholly-owned subsidiary of the
Company, or to transfer all or substantially all of the assets of the Company,
other than to a wholly-owned subsidiary of the Company.
(i) Conditions Required for Exercise. Options granted under
this Plan shall be exercisable only to the extent they are vested as described
in subsection (j) below. In addition, each Option issued under the Plan is
exercisable only if the issuance of Shares pursuant to the exercise would be in
compliance with applicable securities laws, as contemplated by Section 8 of the
Plan.
(j) Vesting of Option. Options granted under the Plan shall
not vest, in whole or in part, until one year after the date of grant. Unless
otherwise provided by the Board on the grant of an Option, an Optionee's
interest in the Option shall be thereafter fully vested one year from the date
of the grant. To the extent an Option is either unexercisable or unexercised,
the unexercised portion shall accumulate until the Option both becomes
exercisable and is exercised, until the expiration date of the Option. The
Committee may accelerate the vesting of any Option at any time including, if
applicable, after termination of the Optionee's employment by reason of death,
disability, retirement, or termination of employment.
(k) Other Benefits. Each grant of an Option may be accompanied
by the grant of any other benefit chosen by the Committee so long as the benefit
is not inconsistent with the terms of this Plan.
<PAGE>
7. Method of Exercise.
An Option granted under this Plan shall be deemed exercised
when the person entitled to exercise the Option (a) delivers written notice to
the Secretary of the Company of the decision to exercise, (b) concurrently
tenders to the Company full payment for the Shares to be purchased pursuant to
the exercise, and (c) complies with such other reasonable requirements as the
Board or Committee establishes pursuant to Section 8 of the Plan. Payment for
Shares with respect to which an Option is exercised may be made in cash or
check. No person will have the rights of a shareholder with respect to Shares
subject to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him.
An Option granted under this Plan may be exercised in
increments of not less than 100 shares, or, if less, the full number of Shares
remaining subject to the Option. A partial exercise of an Option will not affect
the holder's right to exercise the Option from time-to-time in accordance with
this Plan as to the remaining Shares subject to the Option.
8. Taxes; Compliance with Law; Approval of Regulatory Bodies.
The Company, if necessary or desirable, may pay or withhold
the amount of any tax attributable to any Shares deliverable under this Plan,
and the Company may defer making delivery or payment until it is indemnified to
its satisfaction for that tax. Options are exercisable, and Share can be
delivered under this Plan, only in compliance with all applicable federal and
state laws and regulations, including without limitation, state and federal
securities laws, and the rules of all stock exchanges on which the Company's
stock is listed at any time. An Option is exercisable only if either (a) a
registration statement pertaining to the Shares to be issued upon exercise of
the Option has been filed with and declared effective by the Securities and
Exchange Commission and remains effective on the date of exercise, or (b) an
exemption from the registration requirements of applicable securities laws is
available. This Plan does not require the Company, however, to file such a
registration statement or to assure the availability of such exemptions. Any
certificate issued to evidence Shares issued under the Plan may bear such
legends and statements, and shall be subject to such transfer restrictions, as
the Board or Committee deems advisable to assure compliance with federal and
state laws and regulations and with the requirements of this Section. Each
Option may not be exercised, and Shares may not be issued under this Plan, until
the Company has obtained the consent or approval of every regulatory body,
federal or state, having jurisdiction over such matters as the Board deems
advisable.
<PAGE>
Each person who acquires the right to exercise an Option by
bequest or inheritance may be required by the Committee to furnish reasonable
evidence of ownership of the Option as a condition to his exercise of the
Option. In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.
9. Assignability.
An Option granted under this Plan is not transferable except
by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986. During
the lifetime of an Optionee, his Options are exercisable only by him or by a
transferee pursuant to a qualified domestic relations order.
10. Adjustment Upon Change of Shares.
If a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of shares, stock split, stock
dividend, rights offering, or other expansion or contraction of the Common Stock
of the Company occurs, the number and class of Shares for which Options are
authorized to be granted under this Plan, the number and class of Shares then
subject to Options previously granted under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan shall be
equitably adjusted by the Board to reflect such changes. To the extent deemed
equitable and appropriate by the Board, subject to any required action by
stockholders, in any merger, consolidation, reorganization, liquidation or
dissolution, any Option granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered by
the Option would have been entitled to receive in connection with such event.
11. Liability of the Company.
The Company, its parent and any Subsidiary that is in
existence or hereafter comes into existence, shall not be liable to any person
for any tax consequences expected but not realized by an Optionee or other
person due to the exercise of an Option.
<PAGE>
12. Amendment and Termination of Plan.
The Board may alter, amend, or terminate this Plan from time
to time without approval of the shareholders. Any amendment that alters the
terms or provision of an Option granted before the amendment (unless the
alteration is expressly permitted under this Plan) will be effective only with
the consent of the Optionee to whom the Option was granted or the holder
currently entitled to exercise it.
13. Expenses of Plan.
The Company shall bear the expenses of administering the Plan.
14. Duration of Plan.
Options may be granted under this Plan only during the 10
years immediately following the effective date of this Plan.
15. Applicable Law.
The validity, interpretation, and enforcement of this Plan are
governed in all respects by the laws of the State of Florida and the United
States of America.
16. Compliance with Rule 16b-3.
With respect to participants who are subject to Section 16 of
the Securities Exchange Act of 1934, transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its successors under
Section 16. Any provision of this Plan which does not comply with an applicable
condition of the rule shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.
17. Effective Date.
The effective date of this Plan shall be the date on which the
Board adopts the Plan.
Adopted by the Board of Directors on August 31, 1987.
Amended by the Board of Directors on April 5, 1988, June 29, 1989, June 5, 1990,
August 25, 1992 and August 23, 1994
<PAGE>
Exhibit 5
OPINION OF
ANA M. GONZALEZ, ESQ.
<PAGE>
Cordis
October 31, 1995 Cordis Corporation
14201 N.W. 60th Avenue
Miami Lakes, Fl 33014
(305) 824-2000
(305) 824-2747 Fax
Board of Directors Mailing Address:
Cordis Corporation P.O. Box 025700
14201 N.W. 60th Avenue Miami, FL 33102-5700
Miami Lakes, FL 33014
Gentlemen and Madam:
This letter is submitted pursuant to the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
registration on Form S-8 (the "Form S-8") of 750,000 shares of Cordis
Corporation, a Florida corporation (the "Company"), common stock, par value
$1.00 per share (the "Shares"), issuable in connection with the Cordis
Corporation Non-Qualified Stock Option Plan (the "Plan").
For purposes of rendering this opinion as Acting General Counsel to the Company,
I have examined and have relied upon the following documents:
1. An executed copy of the Form S-8.
2. A copy of the Plan.
3. Articles of Incorporation of the Company, as amended and restated.
4. The Bylaws of the Company as amended.
Based upon the foregoing, I am of the opinion that the Company is duly organized
and validly existing under the laws of the State of Florida and that the Shares
when issued and delivered in the manner and on the terms described in the Form
S-8 and the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Form S-8.
Sincerely,
/s/____________________________________
Ana Maria Gonzalez
Secretary and Acting General Counsel
<PAGE>
Exhibit 24.1
CONSENT OF
ANA M. GONZALEZ, ESQ.
(See Exhibit 5)
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Exhibit 24.2
CONSENT OF DELOITTE & TOUCHE
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cordis Corporation on Form S-8 of our report dated August 11, 1995, appearing in
the Annual Report on Form 10-K of Cordis Corporation for the year ended June 30,
1995.
Miami, Florida
November 3, 1995
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Exhibit 28
SECTION 607.0850 OF THE
FLORIDA BUSINESS CORPORATION
ACT
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FLORIDA BUSINESS CORPORATION ACT
ss. 607.0850. Indemnification of officers, directors, employees, and agents
(1) A corporation shall have power to indemnify any person who
was or is a party to any proceeding (other than an action by, or in the right
of, the corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he 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 his
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person,
who was or is a party to any proceeding by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(3) To the extent that a director, officer, employee, or agent
of a corporation has been successful on the merits or otherwise in defense of
any proceeding referred to in subsection (1) or subsection (2), or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
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(4) Any indemnification under subsection (1) or subsection
(2), unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (1) or subsection (2). Such determination shall be made:
(a) By the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such proceeding;
(b) If such a quorum is not obtainable or, even
if obtainable, by majority vote of a committee duly designated by the board of
directors (in which directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding;
(c) By independent legal counsel:
1. Selected by the board of directors
prescribed in paragraph (a) or the committee prescribed in paragraph (b); or
2. If a quorum of the directors cannot be
obtained for paragraph (a) and the committee cannot be designated under
paragraph (b), selected by majority vote of the full board of directors (in
which directors who are parties may participate); or
(d) By the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such proceeding or, if
no such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.
(5) Evaluation of the reasonableness of expenses and
authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible. However, if the determination
of permissibility is made by independent legal counsel, persons specified by
paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize
indemnification.
(6) Expenses incurred by an officer or director in defending a
civil or criminal proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
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(7) The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make any other
or further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the
director, officer, employee, or agent had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful;
(b) A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under
which the liability provisions of s. 607.0834 are applicable; or
(d) Willful misconduct or a conscious disregard for
the best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
(8) Indemnification and advancement of expenses as provided in
this section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.
(9) Unless the corporation's articles of incorporation provide
otherwise, notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary determination of the board or of the
shareholders in the specific case, a director, officer, employee, or agent of
the corporation who is or was a party to a proceeding may apply for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice that it
considers necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:
(a) The director, officer, employee, or agent is
entitled to mandatory indemnification under subsection (3), in which case the
court shall also order the corporation to pay the director reasonable expenses
incurred in obtaining court-ordered indemnification or advancement of expenses;
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(b) The director, officer, employee, or agent is
entitled to indemnification or advancement of expenses, or both, by virtue of
the exercise by the corporation of its power pursuant to subsection (7); or
(c) The director, officer, employee, or agent is
fairly and reasonably entitled to indemnification or advancement of expenses, or
both, in view of all the relevant circumstances, regardless of whether such
person met the standard of conduct set forth in subsection (1), subsection (2),
or subsection (7).
(10) For purposes of this section, the term "corporation"
includes, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director, officer, employee, or agent
of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, is in the
same position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(11) For purposes of this section:
(a) The term "other enterprises" includes employee
benefit plans;
(b) The term "expenses" includes counsel fees,
including those for appeal;
(c) The term "liability" includes obligations to pay
a judgment, settlement, penalty, fine (including an excise tax assessed with
respect to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding;
(d) The term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the
corporation" includes any service as a director, officer, employee, or agent of
the corporation that imposes duties on such persons, including duties relating
to an employee benefit plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the
corporation" describes the actions of a person who acts in good faith and in a
manner he reasonably believes to be in the best interests of the participants
and beneficiaries of an employee benefit plan.
(12) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
