<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 Director 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
<S> <C> <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, 100,000 $108.375 (1) $10,837,500 $3,737
par value $1.00 per share
- ----------------------------------------------------------------------------------------------------
Stock Options 100,000 - 0 - (2) - 0 - - 0 -
- ----------------------------------------------------------------------------------------------------
</TABLE>
(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.
- --------------------------------------------------------------------------------
Pursuant to Rule 429 this registration statement also constitutes a post
effective amendment to registration statement No. 33-44953.
<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,
- 2 -
<PAGE>
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.
Exhibit
Number Description
- ------ -----------
4 Cordis Corporation Director 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 Director 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
DIRECTOR NON-QUALIFIED
STOCK OPTION PLAN
<PAGE>
CORDIS CORPORATION
DIRECTOR
NON-QUALIFIED STOCK OPTION PLAN
1. Purpose.
-------
The purpose of this Director 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 Directors of the
Corporation. The grants will recognize the expertise and contributions provided
to the Corporation by the members of the Board of Directors and provide the
Directors with a proprietary interest in the Company, thus enhancing their
personal interest in the Company's continued success and progress. This program
will also assist the Company in attracting and retaining individuals with a high
level of competence and ability to contribute to the governance and management
of the Company. 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) "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 11 herein.
<PAGE>
(d) "Company" means Cordis Corporation.
(e) "Date of Grant" means the date on which an option to purchase
Common Stock of the Company is granted pursuant to this Plan.
(f) "Director" means an individual appointed to the Board of
Directors and awaiting election and qualification by the shareholders of the
Corporation or an individual who is duly elected and qualified by the
shareholders of the Corporation as a member of the Board of Directors.
(g) "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.
(h) "Option" means a Stock Option granted pursuant to the Plan.
(i) "Optionee" means a Director who receives an Option.
(j) "Plan" means the Cordis Corporation Director Non-Qualified Stock
Option Plan.
(k) "Share" means the Common Stock, as may, from time to time, be
adjusted in accordance with Section 11 of the Plan.
3. Administration.
This Plan will be administered by the Compensation Committee of the
Board ("Committee"). A majority of the Committee constitutes a quorum for the
purposes of administering the Plan, and all determinations of the Committee
shall be made by a majority of
<PAGE>
the members present at a meeting at which a quorum is present or by the
unanimous written consent of the members of the Committee.
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 the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares that may be optioned and sold under the Plan shall be
200,000. 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.
-------------
Each Director on the Board of Directors of the Company who is not also
an employee of the Company is eligible to participate in this Plan.
6. Option Grants.
--------------
Each year, on July 1 of such year, for the duration of this Plan, each
Director shall receive a grant of the option to purchase two thousand (2,000)
shares of the Common Stock of the Company, subject to the Option Requirements
set forth in the following Section 7.
<PAGE>
7. 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 other terms and conditions as may be consistent with the
Plan.
(b) Exercise Price. The exercise price of such Share subject to
the Option shall be equal to the Fair Market Value of the Share at the Option's
Date of Grant.
(c) Duration of Option. Each Option will expire on the tenth
anniversary of its Date of Grant. If an Optionee's service as a member of the
Board of Directors of the Company terminates before the expiration date for an
Option, the Option 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, all
outstanding Options will become exercisable on the date of death of such
Optionee and, thereafter, be available for exercise for a period of one year
from the date of death, subject to any adjustments under Section 11 herein.
(e) Disability. In the case of the disability of an Optionee and
a resulting termination of service on the Board of Directors of the Company, the
outstanding Options of such Optionee will continue to vest during the period of
disability and will terminate in accordance with each such Option's original
term during such period, subject to any adjustments under Section 11 herein. For
the purposes of this subsection, an Optionee will be considered disabled if he
or she is permanently disabled to the extent that it is impossible for such
Optionee to perform the normal functions expected and required of a Director of
the Company. All such determinations of disability shall be in the sole
discretion of the Board and
<PAGE>
the Board's determination of such disability shall be final and binding on any
Optionee for the purposes of this Plan.
(f) Retirement. If the Optionee's service as a Director on the
Board of Directors of the Company terminates by reason of normal retirement
under and pursuant to the Cordis Corporation Director Retirement Plan, the
unexercised Options of such retired Directors outstanding at the time of
retirement will continue to vest subsequent to the Director's retirement and
such options will terminate in accordance with their original term, subject to
any adjustment under Section 11 herein.
(g) Termination of Services. If the Optionee ceases service on
the Board of Directors of the Company for any reason other than death,
disability or retirement of the Optionee (as described above), any Options held
by the Optionee shall remain exercisable for a period of three months from the
date of cessation of service on the Board of Directors to the extent it was
exercisable at the time of cessation of service on the Board of Directors, and
thereafter all such options shall terminate together with all rights hereunder,
to the extent such options were not previously exercised. If, however, such
cessation of service occurs after age sixty-five, any Option held by the
Optionee shall remain exercisable for a period of one year from the date of
cessation of service on the Board of Directors to the extent it was exercisable
at the time of such cessation of service, and thereafter, all such options shall
terminate together with all rights hereunder, to the extent such options were
not previously exercised. Notwithstanding the provisions of the paragraph,
however, if the Optionee shall be removed from service on the Board of Directors
for cause (which shall be defined as participation in conduct during service on
the Board 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
<PAGE>
100% vested, notwithstanding the requirements of subsection (j) below. For this
purpose, a "change of control" means the following:
(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 Directions. 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 the
transfer of 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 9 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, except as provided
in subsection (d).
(k) Other Benefits. Each grant of an Option may be accompanied by the
grant of any other benefit so long as the other benefit is not inconsistent with
the terms of this Plan.
<PAGE>
8. Method of Exercise.
------------------
An Option granted under this Plan shall be deemed exercised when the
Director 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
establishes pursuant to Section 7 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 for the Shares has 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.
9. 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 Shares 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
<PAGE>
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 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.
Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Board to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition, the Board may require such consents and releases of taxing authorities
as the Board deems advisable.
10. Assignability.
--------------
An Option granted under this Plan is not transferable except by will or
the laws of descent and distribution. During the lifetime of an Optionee, his
Options are exercisable only by him.
11. 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
<PAGE>
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.
12. 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.
13. Amendment and Termination of Plan.
The Board may terminate this Plan without approval of the shareholders.
However, any alteration or amendment of this Plan may only be made with the
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.
14. Expenses of Plan.
The Company shall bear the expenses of administering the Plan.
15. Duration of Plan.
Options may be granted under this Plan only during the 10 years
immediately following the effective date of this Plan.
<PAGE>
16. 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.
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 June 5, 1990 and approved by the
shareholders on October 23, 1990. Amendments subsequently adopted by the Board
in June and August 1993 and approved by the shareholders in October, 1993.
<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 100,000 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 Directors 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
AMG:kb
<PAGE>
Exhibit 24.1
------------
CONSENT OF
ANA M. GONZALEZ, ESQ.
(See Exhibit 5)
<PAGE>
Exhibit 24.2
-------------
CONSENT OF DELOITTE & TOUCHE
<PAGE>
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
<PAGE>
Exhibit 28
----------
SECTION 607.0850 OF THE
FLORIDA BUSINESS CORPORATION
ACT
<PAGE>
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,
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issue, or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
(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
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order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;
(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
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(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.
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