<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 30, 1996
REGISTRATION ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE DEXTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0321410
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE ELM STREET, WINDSOR LOCKS, CT 06096
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)
--------------------------
THE DEXTER CORPORATION 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(FULL TITLE OF THE PLAN)
BRUCE H. BEATT
THE DEXTER CORPORATION
ONE ELM STREET, WINDSOR LOCKS, CT 06096
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (860) 292-7675
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
---------------- ---------- ------------ ----------------- ---
Common Stock, having a par
value of $1.00
<S> <C> <C> <C> <C>
per share................. 50,000 shares $26.75(2) $1,337,500 $267.50
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Determined pursuant to Rule 457(h) based on the average of the high and
low prices of the Registrant's Common Stock on the New York Stock
Exchange consolidated tape on April 26, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by The Dexter Corporation with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended
December 31, 1995; and
(b) the description of common stock of The Dexter Corporation
contained in its Registration Statement on Form 10 filed on January 12,
1968 and all amendments and reports thereafter filed for the purpose of
updating such description.
In addition, all documents filed by The Dexter Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of the filing of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
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 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 part of this Registration Statement.
ITEM 5. EXPERTS AND COUNSEL
The financial statements incorporated herein by reference to The Dexter
Corporation Annual Report on Form 10-K for the year ended December 31, 1995 have
been so incorporated in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements similarly incorporated herein by reference to
all documents subsequently filed by The Dexter Corporation pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance upon the reports
<PAGE> 3
of Coopers & Lybrand L.L.P., or other independent accountants, relating to such
financial statements and upon the authority of such independent accountants as
experts in auditing and accounting in giving such reports to the extent that
such firms have examined such financial statements and consented to the use of
their reports thereon.
Counsel who has provided an opinion regarding the legality of the
shares of Common Stock being registered hereby is Bruce H. Beatt, One Elm
Street, Windsor Locks, Connecticut 06096, who is employed as Vice President,
General Counsel and Secretary of The Dexter Corporation. Mr. Beatt is a
beneficial owner of shares of Common Stock and has options to purchase
additional shares of Common Stock of The Dexter Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Dexter Corporation has no provision for indemnification of
directors or officers in its Restated Certificate of Incorporation. Article III,
Section 6 of the By-Laws of The Dexter Corporation provides that it shall
indemnify to the full extent permitted and in the manner prescribed by law any
director or officer made a party to any action, suit or proceeding by reason of
the fact that such person is or was a director, officer or employee of The
Dexter Corporation, or served at its request as director, officer or employee of
another corporation, against expenses, judgments, fines, penalties and amounts
paid in settlement. The Connecticut Corporation Act provides for the
indemnification of directors and officers under certain conditions. In addition,
The Dexter Corporation maintains insurance that indemnifies directors and
officers against certain liabilities.
ITEM 8. EXHIBITS
(a) See Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made of the securities registered hereby, 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
<PAGE> 4
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 the undertakings set forth in paragraphs (i)
and (ii) above do not apply if 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 this 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; and
(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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 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 Securities Act of 1933, 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 of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or
<PAGE> 5
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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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 Town of Windsor Locks, Connecticut, on the 30th day of April,
1996.
THE DEXTER CORPORATION
By: /s/ Bruce H. Beatt
--------------------------------
Bruce H. Beatt
Vice President, General Counsel
and Secretary
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(s) indicated.
SIGNATURE TITLE DATE
--------- ----- ----
K. Grahame Walker* Chairman, President, April 30, 1996
- ------------------------ Chief Executive Officer
K. Grahame Walker and Director (principal
executive officer)
Kathleen Burdett* Vice President and April 30, 1996
- ------------------------ Chief Financial Officer
Kathleen Burdett (principal financial officer)
George Collin* Controller (principal April 30, 1996
- ------------------------ accounting officer)
George Collin
Charles H. Curl* Director April 30 , 1996
- ------------------------
Charles H. Curl
Henrietta Holsman Fore* Director April 30, 1996
- ------------------------
Henrietta Holsman Fore
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bernard M. Fox* Director April 30, 1996
- ----------------------------
Bernard M. Fox
/s/ Robert M. Furek* Director April 30, 1996
- ----------------------------
Robert M. Furek
/s/ Martha Clark Goss* Director April 30, 1996
- ----------------------------
Martha Clark Goss
Director April 30, 1996
- ----------------------------
Edgar G. Hotard
/s/ Peter G. Kelly* Director April 30, 1996
- ----------------------------
Peter G. Kelly
/s/ Jean-Francois Saglio* Director April 30, 1996
- ----------------------------
Jean-Francois Saglio
/s/ Glen L. Urban* Director April 30, 1996
- ----------------------------
Glen L. Urban
/s/ George M. Whitesides* Director April 30, 1996
- ----------------------------
George M. Whitesides
*The undersigned by signing his name hereto does sign and execute this
Registration Statement pursuant to the Power of Attorney on behalf of the
above-named officers and directors and filed contemporaneously herewith with the
Commission.
/s/ Bruce H. Beatt
-----------------------
Bruce H. Beatt
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
5 Opinion of Counsel
23(a) Consent of Independent Accountants
24 Power of attorney authorizing
representatives to sign this Registration Statement and any and
all amendments (including post-effective amendments) to this
Registration Statement on behalf of The Dexter Corporation and
certain directors and officers thereof.
</TABLE>
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[LOGO] THE DEXTER CORPORATION
ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT 06086 - 860/292-7675
EXHIBIT 5
April 30, 1996
The Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Re: Shares of Common Stock, Having a Par Value of
$1.00 Per Share, of The Dexter Corporation to
be Issued Pursuant to The Dexter Corporation
1996 Non-Employee Directors' Stock Plan
Gentlemen:
I have acted as counsel for The Dexter Corporation (the "Company"), in
connection with The Dexter Corporation 1996 Non-Employee Directors' Stock Plan
(the "Plan").
I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereupon I am of the
opinion that the shares of Common Stock, having a par value of $1.00 per share,
of the Company that may be issued or sold pursuant to the Plan will be, when
issued and sold in accordance with the Plan, duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the shares issued and sold pursuant to the Plan under the Securities Act of
1933 and to the reference to me under the caption "Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ Bruce H. Beatt
Vice President, General
Counsel and Secretary
EXH5
ESTABLISHED 1787
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of The Dexter Corporation on Form S-8 of our report dated February 1,
1996, on our audits of the consolidated financial statements and financial
statement schedules of The Dexter Corporation as of December 31, 1995, 1994, and
1993 and for the years then ended, appearing on page F-2 of The Dexter
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the reference to our firm under the caption "Experts and
Counsel" in this Registration Statement.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Springfield, Massachusetts
April 30, 1996
EXH23(a)
<PAGE> 1
EXHIBIT 24
THE DEXTER CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that THE DEXTER CORPORATION, a
Connecticut corporation (the "Corporation"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the
Securities Act of 1933, as amended (the "Act"), a registration statement or
registration statements on Form S-8 or such other form as the officers of the
Corporation may determine to be appropriate with respect to shares of Common
Stock, having a par value of $1.00 per share, of the Corporation to be issued
pursuant to The Dexter Corporation 1996 Non-Employee Directors' Stock Plan, and
each of the undersigned directors and officers of the Corporation, hereby
constitute and appoint Bruce H. Beatt and Mary Anne B. Tillona and each of them
(with full power of substitution and resubstitution) his or her true and lawful
attorney-in-fact and agent for each of such persons and on his or her behalf and
in his or her name, place and stead, in any and all capacities, to sign, execute
and file with the SEC and any state securities regulatory board or commission
such registration statement(s) aforesaid under the Act, including any amendment
or amendments or any post-effective amendment or amendments relating thereto
with all exhibits, and any and all documents required to be filed with any
federal or state regulatory authority pertaining to the securities subject to
such registration, granting unto said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as each of them might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto signed this Power of
Attorney as of the date(s) indicated.
SIGNATURE TITLE DATE
--------- ----- ----
K. Grahame Walker Chairman, President, April 25, 1996
- ---------------------- Chief Executive Officer
K. Grahame Walker and Director (principal
executive officer)
Kathleen Burdett Vice President and April 25, 1996
- ---------------------- Chief Financial Officer
Kathleen Burdett (principal financial officer)
George Collin Controller April 25, 1996
- ---------------------- (principal accounting
George Collin officer)
<PAGE> 2
SIGNATURE TITLE DATE
--------- ----- ----
Charles H. Curl Director April 25, 1996
- ----------------------
Charles H. Curl
Henrietta Holsman Fore Director April 25, 1996
- ----------------------
Henrietta Holsman Fore
Bernard M. Fox Director April 25, 1996
- ----------------------
Bernard M. Fox
Robert M. Furek Director April 25, 1996
- ----------------------
Robert M. Furek
Director April 25, 1996
- ----------------------
Edgar G. Hotard
Martha Clark Goss Director April 25, 1996
- ----------------------
Martha Clark Goss
Peter G. Kelly Director April 25, 1996
- ----------------------
Peter G. Kelly
Jean-Francois Saglio Director April 25, 1996
- ----------------------
Jean-Francois Saglio
Glen L. Urban Director April 25, 1996
- ----------------------
Glen L. Urban
George M. Whitesides Director April 25, 1996
- ----------------------
George M. Whitesides
