As filed with the Securities and Exchange Commission on August 27, 1997
Registration No. 333-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MALLINCKRODT INC.
(formerly IMCERA GROUP INC.)
(Exact name of issuer as specified in its charter)
New York 36-1263901
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
7733 Forsyth Boulevard, St. Louis, Missouri 63105-1820
(Address of Principal Executive offices) (Zip Code)
INVESTMENT PLAN FOR EMPLOYEES OF
MALLINCKRODT INC.
(Full title of the Plan)
Roger A. Keller
Vice President, Secretary & General Counsel
7733 Forsyth Boulevard
St. Louis, Missouri 63105-1820
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (314) 854-5240
______________________________________________________________________________
Copies to:
Maureen S. Brundage
White & Case
1155 Avenue of the Americas
New York, New York 10036
______________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of each Proposed maximum Proposed maximum Amount of
class of securi- Amount to be offering price aggregate registration
ties to be registered per share (1) offering price(1)
registered
Common Stock,
$1.00 par value 750,000 35.47 26,605,500 8,061.36
Interests in the
Plan (2) (2) (2) (2)
<FN>
<F1>
Estimated solely for the purpose of calculating the registration fee in accord-
ance with Rule 457(h) and 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange, Inc. on August 22, 1997.
</F1>
<F2>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
</F2>
</FN>
</TABLE>
PART I
INFORMATION REQUIRED
IN THE PROSPECTUS
This registration statement on Form S-8 is being filed with respect to the reg-
istration of additional securities of the same class as other securities for
which a registration statement filed on a Form S-8 relating to the same
employee benefit plan is effective. The contents of registration statement
No. 2-94151, as amended, are incorporated herein by reference.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Exhibit Incorporated Herein Filed
No. Description by Reference to Herewith
4.1(a) Restated Certificate of Exhibit 3.1 to the
Incorporation of the Company, Company's Report on
dated June 22, 1994. Form 10-K for 1994.
(b) Certificate of Amendment of the Exhibit 3.3 to the
Certificate of Incorporation Company's Report on
of the Company, dated October 6, Form 10-Q for the
1996. Quarter ended
September 30, 1996.
4.2 By-Laws of the Company, as Exhibit 3.3 to the
amended. Company's Report on
Form 10-K for 1990.
5(a) Opinion of Roger A. Keller as X
to legality of securities
(including Consent).
5(b) Determination letter from Exhibit 5(c) to Post-
Internal Revenue Service dated Effective Amendment
February 10, 1986. No. 3, Registration
Statement No. 2-94151
24(a). Consent of Ernst & Young, X
independent auditors, to
incorporation by reference of
its report with respect to the
financial statements of the Plan
contained in the Plan's Annual
Report on Form 11-K for the fiscal
year ended June 30, 1996, and with
respect to consolidated financial
statements and schedules of Registrant
contained in Registrant's Annual Report
on Form 10-K for the fiscal year ended
June 30, 1996.
24(b). Consent of Roger A. Keller included X
in Exhibit 5(a).
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 St. Louis, Missouri, on the 20th day of August, 1997.
MALLINCKRODT INC.
By: /s/ ROGER A. KELLER
_________________________
Roger A. Keller
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated.
Signature Title Date
/s/ RAYMOND F. BENTELE Director August 20, 1997
_______________________
Raymond F. Bentele
/s/ GARETH C.C. CHANG Director August 20, 1997
_______________________
Gareth C.C. Chang
/s/ WILLIAM L. DAVIS III Director August 20, 1997
_______________________
William L. Davis, III
/s/ RONALD G. EVENS Director August 20, 1997
_______________________
Ronald G. Evens
/s/ C. RAY HOLMAN Chairman of the Board, August 20, 1997
_______________________ Chief Executive Officer
C. Ray Holman and Director
/s/ ROBERTA KARMEL Director August 20, 1997
_______________________
Robert Karmel
/s/ CLAUDINE B. MALONE Director August 20, 1997
_______________________
Claudine B. Malone
/s/ MORTON MOSKIN Director August 20, 1997
_______________________
Morton Moskin
/s/ MACK G. NICHOLS Director August 20, 1997
_______________________
Mack G. Nichols
/s/ BRIAN M. RUSHTON Director August 20, 1997
_______________________
Brian M. Rushton
/s/ DANIEL R. TOLL Director August 20, 1997
_______________________
Daniel R. Toll
/s/ ANTHONY VISCUSI Director August 20, 1997
_______________________
Anthony Viscusi
/s/ MICHAEL A. ROCCA Senior Vice President August 20, 1997
_______________________ & Chief Financial Officer
Michael A. Rocca (Principal Financial
Officer)
/s/ TERRY D. MEIER Vice President and August 20, 1997
_______________________
Terry D. Meier
Pursuant to the requirements of the Securities Act of 1933, the Employee
Benefits Committee of Mallinckrodt Inc. has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in St. Louis, Missouri, on the 20th day of August, 1997.
INVESTMENT PLAN FOR EMPLOYEES
OF MALLINCKRODT INC.
By: /s/ WILLIAM B. STONE
______________________________
William B. Stone
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their capacities
as members of the Employee Benefits Committee and on the date indicated.
Signature Date
/s/ ASHOK CHAWLA August 20, 1997
____________________
Ashok Chawla
/s/ BRUCE K. CROCKETT August 20, 1997
____________________
Bruce K. Crockett
/s/ ROGER A. KELLER August 20, 1997
____________________
Roger A. Keller
/s/ DAVID R. KUPFERER August 20, 1997
____________________
David R. Kupferer
/s/ DOUGLAS A. McKINNEY August 20, 1997
____________________
Douglas A. McKinney
/s/ JOHN J. RIORDAN August 20, 1997
____________________
John J. Riordan
/s/ MICHAEL A. ROCCA August 20, 1997
____________________
Michael A. Rocca
/s/WILLIAM B. STONE August 20, 1997
____________________
William B. Stone
<PAGE>
Exhibit 5 (a)
OPINION AND CONSENT OF ROGER A. KELLER
I have examined the Registration Statement on Form S-8 to be filed by
Mallinckrodt Inc. (the "Corporation") with the Securities and Exchange
Commission under the Securities Act of 1933 covering 750,000 additional shares
of Common Stock, par value $1.00 per share, of the Corporation (the "Shares").
I have examined such documents, certificates, records, authorizations and
proceedings and have made such investigations as I have deemed necessary or
appropriate in order to give the opinion expressed herein.
Upon the basis of the foregoing, I am of the opinion that when the Shares
have been duly delivered against payment therefor, as contemplated by the
Investment Plan for Employees of Mallinckrodt Inc., the shares will be legally
issued, fully paid and, except as may be otherwise provided in Section 630 of
the New York Business Corporation Law, non-assessable.
I hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
By:
ROGER A. KELLER
/s/ ROGER A. KELLER
__________________________________
St. Louis, MO
August 20, 1997
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement
(Form S-8) pertaining to the Investment Plan for Employees of Mallinckrodt
Inc. Of our reports (a) dated August 7, 1996, with respect to the consolidated
financial statements of Mallinckrodt Inc. Incorporated by reference in its
Annual Report (Form 10-K) and (b) dated November 22, 1996, with respect to
the financial statements and schedules of the Investment Plan for Employees
of Mallinckrodt Inc. Included in the Plan's Annual Report (Form 11-K), both
for the year ended June 30, 1996, filed with the Securities and Exchange
Commission.
S/s ERNST & YOUNG LLP
_________________________
St. Louis, Missouri
August 26, 1997
