<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
REGISTRATION NO. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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)
--------------------------
DEXTER CORPORATION 1999 LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
BRUCE H. BEATT
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 AMOUNT
OFFERING MAXIMUM OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, having a par
value of $1.00 per share 1,500,000 shares $34.656(2) $51,984,000 $14,451.55
</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 16, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by 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, 1998;
and
(b) The description of common stock of 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 Dexter Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and 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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements incorporated herein by reference to Dexter
Corporation Annual Report on Form 10-K for the year ended December 31, 1998 have
been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP,
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 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 of PricewaterhouseCoopers LLP,
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 audited
such financial statements and consented to the use of their reports thereon.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 Dexter Corporation provides that it shall indemnify to the full
<PAGE> 3
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 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 Business Corporation Act provides for the indemnification of
directors and officers under certain conditions. In addition, Dexter Corporation
maintains insurance that indemnifies directors and officers against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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 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 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; 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
<PAGE> 4
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 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 22nd day of April,
1999.
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.
<TABLE>
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
K. Grahame Walker* Chairman, President, April 22, 1999
- ------------------------ Chief Executive Officer
K. Grahame Walker and Director (principal
executive officer)
Kathleen Burdett* Vice President and April 22, 1999
- ------------------------ Chief Financial Officer
Kathleen Burdett (principal financial
officer and principal
accounting officer)
Charles H. Curl* Director April 22, 1999
- ------------------------
Charles H. Curl
</TABLE>
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<TABLE>
<S> <C> <C>
Henrietta Holsman Fore* Director April 22, 1999
- ------------------------
Henrietta Holsman Fore
Bernard M. Fox* Director April 22, 1999
- ------------------------
Bernard M. Fox
Robert M. Furek* Director April 22, 1999
- ------------------------
Robert M. Furek
Martha Clark Goss* Director April 22, 1999
- ------------------------
Martha Clark Goss
Edgar G. Hotard* Director April 22, 1999
- ------------------------
Edgar G. Hotard
Peter G. Kelly* Director April 22, 1999
- ------------------------
Peter G. Kelly
Jean-Francois Saglio* Director April 22, 1999
- ------------------------
Jean-Francois Saglio
George M. Whitesides* Director April 22, 1999
- ------------------------
George M. Whitesides
</TABLE>
*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.
By: /s/ Bruce H. Beatt
------------------------
Bruce H. Beatt
Attorney-in-Fact
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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<S> <C>
4.1 Dexter Corporation 1999 Long Term Incentive Plan
4.2(a) Restated Certificate of Incorporation of Dexter Corporation,
filed as Exhibit 3A-2 with the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990 and
incorporated herein by reference
4.2(b) Bylaws of Dexter Corporation, as amended April 25, 1991, filed
as Exhibit 3B with the Registrant's report on Form 10-Q for
the quarter ended March 31, 1991 and incorporated herein by
reference
8 Opinion re tax matters--not required.
23 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 Dexter
Corporation and certain directors and officers thereof
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DEXTER CORPORATION
1999 LONG TERM INCENTIVE PLAN
GENERAL PROVISIONS
I. PURPOSE.
The purpose of the 1999 Long Term Incentive Plan (the "Plan") is to enable
Dexter Corporation (the "Company") to offer stock-based and other incentive
compensation opportunities to designated key employees of the Company and of its
affiliates in order to promote the Company's long-term financial success and
enhance shareholder value.
II. DEFINITIONS.
As used in this Plan, except where the context otherwise indicates, the
following definitions apply:
(1) "affiliate" means any corporation, partnership, or entity in which the
Company, directly or indirectly, owns a 50 percent or greater equity
interest.
(2) "award" means a stock option, stock appreciation right ("SAR"),
restricted stock, performance award, incentive share, dividend equivalent
right ("DER"), or other award under the Plan.
(3) "Board" means the Board of Directors of the Company.
(4) "Business Contribution" means, for any performance period, with respect
to the Company or a designated business unit, net income for such period,
before acquisition charges, interest expense, LIFO gain or loss, other
non-operating charges, taxes on income and minority interest income, all as
reflected in the financial statements of the Company or designated business
unit, as applicable, prepared in accordance with generally accepted
accounting practices, consistently applied, for such performance period.
(5) "Code" means the Internal Revenue Code, as in effect from time to time.
(6) "Committee" means the Company's Compensation & Organization Committee
or another committee designated by the Board, which committee shall consist
of two or more members of the Board, each of whom is an "outside director" as
that term is defined in Section 162(m) and a "disinterested person" within
the meaning of Rule 16b-3.
(7) "designated beneficiary" means the person designated by the grantee of
an award hereunder to be entitled, on the death of the grantee, to any
remaining rights arising out of such award. Such designation must be made in
writing and in accordance with such regulations as the Committee may
establish.
<PAGE> 2
(8) "detrimental activity" means activity that is determined in individual
cases, by the Committee, to be detrimental to the interests of the Company or
any affiliate.
(9) "dividend equivalent right," herein sometimes called a "DER," means the
right of the holder thereof to receive, pursuant to the terms of the DER,
credits based on the cash dividends that would be paid on the shares
specified in the DER if such shares were held by the grantee, as more
particularly set forth in Section XII (1).
(10) "Earnings Per Share" means, for any performance period, the
consolidated net income of the Company for such period, before extraordinary
and unusual items and the cumulative effect of any change in accounting
principles, divided by the weighted average number of shares of the Company's
outstanding common stock.
(11) "effectively granted" means, for purposes of determining the number of
shares subject to an outstanding award under the Plan, the number of shares
subject to such award or the number of shares with respect to which the value
of such award is measured, as applicable, determined in each case according
to the standards of Rule 16b-3. An option that includes a SAR shall be
considered a single award for this purpose.
(12) "effectively issued" means the gross number of shares purchased,
issued, delivered, or paid free of restrictions upon the exercise,
settlement, or payment of an award, or lapse of restrictions thereon, as the
case may be.
(13) "eligible employee" means an employee who is a director or officer, or
in a managerial, professional, or other key position as determined by the
Committee.
(14) "employee" means a regular employee of the Company or one of its
affiliates.
(15) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
(16) "fair market value" in relation to a share as of any specific time
shall mean such value as reported for stock exchange transactions determined
in accordance with any applicable regulations of the Committee in effect at
the relevant time.
(17) "grantee" means a recipient of an award under the Plan.
(18) "incentive shares" means an award of shares granted pursuant to
Section XI.
(19) "incentive stock option," herein sometimes called an "ISO," means a
stock option meeting the requirements of Section 422 of the Code or any
successor provision.
(20) "performance award" means an award of shares, or of units or rights
based on, payable in, or otherwise related to shares, granted pursuant to
Section X.
(21) "performance period" means any period specified by the grant of a
performance award during which specified performance criteria are to be
measured.
<PAGE> 3
(22) "reporting person" means a person subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to equity
securities of the Company.
(23) "restricted stock" means any share issued with the restriction that
the holder may not sell, transfer, pledge, or assign such share and such
other restrictions (which may include, but are not limited to, restrictions
on the right to vote or receive dividends) which may expire separately or in
combination, at one time or in installments, all as specified by the grant.
(24) "Return on Equity" means, for any performance period, consolidated net
income of the Company for such period, before extraordinary or unusual items
and the cumulative effect of any change in accounting principles, divided by
average shareholder equity (adjusted for any extraordinary or unusual items
and the cumulative effect of any change in accounting principles), all as
determined in accordance with generally accepted accounting principles,
consistently applied.
(25) "Revenues" means, for any performance period, (a) in respect of the
Company, the consolidated net sales of the Company for such period, and (b)
in respect of a business unit of the Company, the net sales of said business
unit for such period.
(26) "Rule 16b-3" means Rule 16b-3 (or any successor thereto) under the
Exchange Act that exempts transactions under employee benefit plans, as in
effect from time to time.
(27) "Section 162(m)" means Section 162(m) of the Code and the regulations
thereunder, as in effect from time to time.
(28) "share" means a share of Common Stock of the Company issued and
reacquired by the Company or previously authorized but unissued.
(29) "stock appreciation right," herein sometimes called a "SAR," means the
right of the holder thereon to receive, pursuant to the terms of the SAR, a
number of shares or cash or a combination of shares and cash, based on the
increase in the value of the number of shares specified in the SAR, as more
particularly set forth in Section VIII.
(30) "terminate" means cease to be an employee, except by death, but a
change of employment from the Company or one affiliate to another affiliate
or to the Company shall not be considered a termination.
(31) "terminate normally" for an employee participating in the Plan means
terminate
(a)at normal retirement time for that employee, or
(b) as a result of that employee's becoming incapacitated, or
(c) with written approval of the Committee given in the context of
recognition that all or a specified portion of the outstanding awards to
that employee will not expire or be forfeited or annulled because of such
termination
and, in each such case, without being terminated by reason of detrimental
activity.
<PAGE> 4
(32) "year" means calendar year.
III. ADMINISTRATION.
(1) The Plan shall be administered by the Committee, which shall have
authority:
(a) to determine the employees of the Company and its affiliates to
whom, and the times at which, awards shall be granted, and the
number of shares to be subject to each such award, taking into
account the nature of services rendered by the particular employee,
the employee's potential contribution to the long-term success of
the Company and/or its affiliates and such other factors as the
Committee in its discretion shall deem relevant;
(b) to interpret the Plan and to establish rules and regulations
relating to it;
(c) to prescribe the terms and provisions of the awards; and
(d) to make all other determinations necessary or advisable in order
to administer the Plan.
(2) The Committee may delegate to the Chief Executive Officer and/or to
other senior officers of the Company its duties under the Plan pursuant to
such conditions and limitations as the Committee may establish, except that
only the Committee may make any awards or other discretionary determinations
regarding grants to reporting persons.
(3) All decisions of the Committee upon questions concerning the Plan, or
any award, shall be binding and conclusive upon the individual employees
involved and all persons claiming under them.
(4) With respect to reporting persons, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3. To the
extent any provision of the Plan or any action by an authority under the Plan
fails to so comply, such provision or action shall, without further action by
any person, be deemed to be automatically amended to the extent necessary to
effect compliance with Rule 16b-3, provided that if such provision or action
cannot be amended to effect such compliance, such provision or action shall
be deemed null and void, to the extent permitted by law and deemed advisable
by the appropriate authority. Each award to a reporting person under the Plan
shall be deemed issued subject to the foregoing qualification.
(5) An award under the Plan is not transferable except, as provided in the
award, by will or the laws of descent and distribution, and is not subject,
in whole or in part, to attachment, execution, or levy of any kind. The
designation by a grantee of a designated beneficiary shall not constitute a
transfer.
(6) Any rights with respect to an award granted under the Plan existing
after the grantee dies are exercisable by the grantee's designated
beneficiary or, if there is no designated beneficiary, by the grantee's
personal representative.
<PAGE> 5
(7) Except as otherwise provided herein, a particular form of award may be
granted to an eligible employee either alone or in addition to other awards
hereunder. The provisions of particular forms of award need not be the same
with respect to each recipient.
(8) The Plan and all action taken under it shall be governed by the laws of
the State of Connecticut.
IV. TERM.
The term of the Plan begins on the date shareholder approval of the Plan is
obtained and ends on February 25, 2009.
V. SHARES SUBJECT TO THE PLAN.
Subject to the provisions of Section VI, (a) the aggregate number of shares
of the Common Stock of the Company that may be effectively issued under the Plan
shall not exceed the sum of (i) 1,500,000 shares plus (ii) the number of shares
available for new awards under the Company's 1994 Long Term Incentive Plan (the
"1994 Plan"); and (b) the aggregate number of shares of the Common Stock of the
Company that may be effectively granted under the Plan to any eligible employee
in any given year shall not exceed 150,000. In the event that any award expires,
lapses or terminates without issuance of unrestricted shares, the shares
allocable to such award shall again be available for issuance under the Plan.
The number of shares issued under the Plan will be determined net of any
previously-owned shares tendered by the holder of a Plan award in payment of the
exercise price or withholding taxes and net of any shares withheld for the
payment of withholding taxes.
VI. ADJUSTMENTS.
Whenever a stock split, stock dividend, or other relevant change in
capitalization which the Committee determines to be dilutive to outstanding
awards occurs,
(1) the number of shares that can thereafter be obtained under outstanding
awards and the purchase price per share, if any, under such awards,
(2) the number of shares that may be effectively granted to any employee in
any year, and
(3) every number of shares used in determining whether a particular award
is grantable thereafter,
shall be adjusted as the Committee determines is appropriate.
VII. STOCK OPTIONS.
One or more stock options may be granted to any eligible employee. Each stock
option so granted shall be subject to such terms and conditions as the Committee
shall impose, which shall include the following:
(1) The exercise price per share shall be specified by the grant, but shall
in no instance be less
<PAGE> 6
than 100 percent of fair market value at the time of grant. Payment of the
exercise price shall be made in cash, shares, or other consideration in
accordance with the terms of the Plan and any applicable regulations of the
Committee in effect at the time and valued at fair market value on the date
of exercise of the stock option.
(2) Unless the Committee determines otherwise, if the grantee has
terminated before a stock option or portion thereof becomes exercisable, that
stock option or portion thereof shall be forfeited and shall never become
exercisable. Except as otherwise specified by the grant, a stock option shall
become immediately exercisable in full upon the death of the grantee.
(3) Any stock option or portion thereof that is exercisable is exercisable
for the full amount or for any part thereof, except as otherwise provided by
the grant.
(4) Each stock option ceases to be exercisable, as to any share, when the
stock option is exercised to purchase that share, or when a related SAR is
exercised either by the holder or automatically in accordance with its terms,
or when the stock option expires. To the extent a SAR included in a stock
option is exercised, such stock option shall be deemed to have been exercised
and shall not be deemed to have expired.
(5) A stock option or portion thereof that is exercisable shall expire in
the following situations:
(a) if the grantee is then living, it shall expire at the earliest of:
(i) ten years after it is granted,
(ii) five years after the grantee terminates normally, or
(iii) any earlier time specified by the grant;
(b) if the grantee terminates, but does not terminate normally, it shall
expire at the time of termination;
(c) if the grantee is determined to have engaged in detrimental
activity, it shall expire as of the date of such determination; or
(d) if the grantee dies, it shall expire at the earlier of:
(i) three years after the grantee's death, or
(ii) any earlier time specified by the grant;
but, in any case, no later than ten years after it is granted.
(6) Except to the extent otherwise specified in this Section VII (6), stock
options granted hereunder may be designated as ISOs. To the extent that the
aggregate fair market value of shares with respect to which stock options
designated as ISOs are exercisable for the first time by any grantee during
any year (under all plans of the Company and any affiliate thereof) exceeds
$100,000, such stock options shall be treated as not being ISOs. The
foregoing shall be applied
<PAGE> 7
by taking stock options into account in the order in which they were granted.
For the purposes of the foregoing, the fair market value of any share shall
be determined as of the time the stock option with respect to such share is
granted. In the event the foregoing results in a portion of a stock option
designated as an ISO exceeding the above $100,000 limitation, only such
excess shall be treated as not being an ISO.
VIII. STOCK APPRECIATION RIGHTS.
(1) A SAR may be granted to an eligible employee as a separate award or as a
component of another award. Any such SAR shall be subject to such terms and
conditions as the Committee shall impose, which shall include provisions that
(a) such SAR shall entitle the holder thereof, upon exercise thereof in
accordance with such SAR and the regulations of the Committee, to receive from
the Company that number of shares having an aggregate value equal to the excess
of the fair market value, at the time of exercise of such SAR, of one share over
the exercise price per share specified by the grant of such SAR (which shall in
no instance be less than 100 percent of fair market value at the time of grant)
times the number of shares specified in such SAR, or portion thereof, which is
so exercised; and (b) such SAR shall be exercisable, or be forfeited or expire,
upon the same conditions set forth for freestanding options in Section VII,
paragraphs (2), (3), (4), and (5).
(2) Any stock option granted under the Plan may include a SAR, either at the
time of grant or by amendment. A SAR included in a stock option shall be subject
to such terms and conditions as the Committee shall impose, which shall include
provisions that (a) such SAR shall be exercisable to the extent, and only to the
extent, the stock option is exercisable; and (b) such SAR shall entitle the
optionee to surrender to the Company unexercised the stock option in which the
SAR is included, or any portion thereof, and to receive from the Company in
exchange therefor that number of shares having an aggregate value equal to the
excess of the fair market value, at the time of exercise of such SAR, of one
share over the exercise price specified in such stock option times the number of
shares specified in such stock option, or portion thereof, which is so
surrendered.
(3) A SAR may provide that such SAR shall be deemed to have been exercised at
the close of business on the business day preceding the expiration of such SAR
or the related stock option, if any, if at such time such SAR has positive value
and would have expired in accordance with the conditions set forth in Section
VII (5)(a).
IX. RESTRICTED STOCK.
(1) An award of restricted stock may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of restricted stock shall be specified by
the grant.
(2) Any restricted stock issued hereunder may be evidenced in such manner as
the Committee in its sole discretion shall deem appropriate, including, without
limitation, book-entry registration or issuance of a stock certificate or
certificates. In the event any stock certificate is issued in respect of shares
of restricted stock awarded hereunder, such certificate shall bear an
appropriate legend with respect to the restrictions applicable to such award.
(3) Except as otherwise specified by the grant, if a holder of record of
restricted stock terminates,
<PAGE> 8
but does not terminate normally, all shares of restricted stock (whether or not
stock certificates have been issued) then held by such holder and then subject
to restriction shall be forfeited by such holder and reacquired by the Company.
Except as otherwise specified by the grant, if a holder of record of restricted
stock terminates normally or dies, any and all remaining restrictions with
respect to such restricted stock shall expire. Notwithstanding the foregoing, if
a holder of record of restricted stock is determined to have engaged in
detrimental activity, all shares of restricted stock (whether or not stock
certificates have been issued) then held by such holder and then subject to
restriction shall be forfeited by such holder as of the date of such
determination and shall be reacquired by the Company.
X. PERFORMANCE AWARDS.
(1) Performance awards may be granted hereunder to an eligible employee, for
no cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the
grant. Performance awards may be granted in the form of shares, restricted
stock, incentive shares or in such other form of award as the Committee may
determine. The terms and conditions of performance awards shall be established
by the Committee and specified by the grant; provided, however, that, in order
to entitle the Company to deduct, for U.S. income tax purposes, the compensation
resulting from such awards, the Committee will grant such awards, if at all, at
such times, in such manner and upon such terms and conditions as are necessary
or appropriate in order, in each case, to comply with the applicable
requirements of Section 162(m).
(2) Performance awards shall require the attainment of objective,
pre-established goals based on one or more of the following criteria: Business
Contribution, Earnings Per Share, Return on Equity, or Revenues. The extent to
which any such performance criteria have been achieved shall be conclusively
determined by the Committee in accordance with the requirements of Section
162(m). The maximum amount that may be payable to any individual in any year
under performance awards that are not measured in shares is $500,000.
(3) Except as otherwise specified by the grant, if the grantee terminates,
but does not terminate normally, any performance award or installment thereof
not payable prior to the grantee's termination shall be annulled as of the date
of termination. If the grantee is determined to have engaged in detrimental
activity, any performance award or installment thereof not payable prior to the
date of such determination shall be annulled as of such date.
XI. INCENTIVE SHARES.
(1) An incentive award may be granted hereunder in the form of shares.
Incentive shares may be granted to an eligible employee for no cash
consideration, for such minimum consideration as may be required by applicable
law, or for such other consideration as may be specified by the grant. The terms
and conditions of incentive shares shall be specified by the grant.
(2) Incentive shares may be paid to the grantee in a single installment or in
installments and may be paid at the time of the grant or deferred to a later
date or dates. Each grant shall specify the time and method of payment as
determined by the Committee, provided that no such determination shall authorize
delivery of shares to be made later than the tenth anniversary of the grantee's
date of termination.
<PAGE> 9
(3) If any incentive shares are payable after the grantee dies, such shares
shall be payable
(a) to the grantee's designated beneficiary or, if there is no designated
beneficiary, to the grantee's personal representative, and
(b) either in the form specified by the grant or otherwise, as may be
determined in the individual case by the Committee under the Plan.
(4) Any grant of incentive shares is provisional, as to any share, until
delivery of the certificate representing such share. If, while the grant is
provisional,
(a) the grantee terminates, but does not terminate normally, or
(b) the grantee is determined to have engaged in detrimental activity,
the grant shall be annulled as of the date of termination, or the date of such
determination, as the case may be.
XII. DIVIDEND EQUIVALENT RIGHTS; INTEREST EQUIVALENTS.
(1) A DER may be granted hereunder to an eligible employee, as a component of
another award or as a separate award. The terms and conditions of DERs shall be
specified by the grant. Dividend equivalents credited to the holder of a DER may
be paid currently or may be deemed to be reinvested in additional shares (which
may thereafter accrue additional dividend equivalents.) Any such reinvestment
shall be at fair market value at the time thereof. DERs may be settled in cash
or shares or a combination thereof, in a single installment or installments. A
DER granted as a component of another award may provide that such DER shall be
settled upon exercise, settlement, or payment of, or lapse of restrictions on,
such other award, and that such DER shall expire or be forfeited or annulled
under the same conditions as such other award. A DER granted as a component of
another award may also contain terms and conditions different from such other
award.
(2) Any award under the Plan that is settled in whole or in part in cash on a
deferred basis may provide in the grant for interest equivalents to be credited
with respect to such cash payment. Interest equivalents may be compounded and
shall be paid upon such terms and conditions as may be specified by the grant.
XIII. OTHER AWARDS.
Other forms of award based on, payable in, or otherwise related in whole or
in part to shares may be granted to an eligible employee under the Plan if the
Committee determines that such awards are consistent with the purposes and
restrictions of the Plan. The terms and conditions of such awards shall be
specified by the grant. Such awards shall be granted for no cash consideration,
for such minimum consideration as may be required by applicable law, or for such
other consideration as may be specified by the grant.
<PAGE> 10
XIV. AMENDMENTS TO THE PLAN.
The Board can from time to time amend or terminate the Plan, or any provision
thereof, except that approval of the shareholders of the Company shall be
required for any amendment (1) to increase the maximum number of shares that may
be effectively granted as awards hereunder; (2) to decrease the minimum exercise
price per share of a stock option or SAR; or (3) for which such approval is
otherwise necessary to comply with Rule 16b-3 or any other applicable law,
regulation, or listing requirement, or to qualify for an exemption or
characterization that is deemed desirable by the Board.
XV. WITHHOLDING TAXES.
The Company shall have the right to deduct from any cash payment made under
the Plan any federal, state or local income or other taxes required by law to be
withheld with respect to such payment. It shall be a condition to the obligation
of the Company to deliver shares or securities of the Company upon exercise of a
stock option or SAR, upon settlement of a performance award or DER, upon
delivery of restricted stock or incentive shares, or upon exercise, settlement,
or payment of any other award under the Plan, that the grantee of such award pay
to the Company such amount as may be requested by the Company for the purpose of
satisfying any liability for such withholding taxes. Any award under the Plan
may provide by the grant that the grantee of such award may elect, in accordance
with any applicable regulations of the Committee, to pay a portion or all of the
amount of such minimum required or additional permitted withholding taxes in
shares. The grantee shall authorize the Company to withhold, or shall agree to
surrender back to the Company, on or about the date such withholding tax
liability is determinable, shares previously owned by such grantee or a portion
of the shares that were or otherwise would be distributed to such grantee
pursuant to such award having a fair market value equal to the amount of such
required or permitted withholding taxes to be paid in shares.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Dexter Corporation on Form S-8 of our report dated February 9, 1999, on our
audits of the consolidated financial statements and financial statement schedule
of Dexter Corporation as of December 31, 1998, 1997, and 1996 and for the years
then ended, appearing on page F-2 of Dexter Corporation's Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the reference to
our firm under the caption "Interests of Named Experts and Counsel" in this
registration statement.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
- ------------------------------
Springfield, Massachusetts
April 22, 1999
<PAGE> 1
EXHIBIT 24
DEXTER CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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 1999 Long Term Incentive 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ K. Grahame Walker* Chairman, President, April 22, 1999
- ------------------------ Chief Executive Officer
K. Grahame Walker and Director (principal
executive officer)
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ Kathleen Burdett* Vice President and April 22, 1999
- --------------------------- Chief Financial Officer
Kathleen Burdett (principal financial
officer and principal
accounting officer)
/s/ Charles H. Curl* Director April 22, 1999
- ---------------------------
Charles H. Curl
/s/ Henrietta Holsman Fore* Director April 22, 1999
- ---------------------------
Henrietta Holsman Fore
/s/ Bernard M. Fox* Director April 22, 1999
- ---------------------------
Bernard M. Fox
/s/ Robert M. Furek* Director April 22, 1999
- ---------------------------
Robert M. Furek
/s/ Martha Clark Goss* Director April 22, 1999
- ---------------------------
Martha Clark Goss
/s/ Edgar G. Hotard* Director April 22, 1999
- ---------------------------
Edgar G. Hotard
/s/ Peter G. Kelly* Director April 22, 1999
- ---------------------------
Peter G. Kelly
/s/ Jean-Francois Saglio* Director April 22, 1999
- ---------------------------
Jean-Francois Saglio
/s/ George M. Whitesides* Director April 22, 1999
- ---------------------------
George M. Whitesides
</TABLE>
