As filed with the Securities and Exchange Commission on October 21, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
MALLINCKRODT INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 675 MCDONNELL BOULEVARD 36-1263901
(State or other P.O. BOX 5840 (I.R.S. Employer
jurisdiction of ST. LOUIS, MO 63134 Identification No.)
incorporation or (314) 654-2000
organization) (Address of principal executive
offices)
MALLINCKRODT INC.
EQUITY INCENTIVE PLAN
(Full Title of Plan)
---------------------
ROGER A. KELLER
VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
MALLINCKRODT INC.
675 MCDONNELL BOULEVARD
P.O. BOX 5840
ST. LOUIS, MO 63134
(314) 654-2000
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
JOHN M. REISS, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ================= ==================== =================== ====================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED REGISTERED PER SHARE <F1> PRICE <F1>
==================================== ================= ==================== =================== ====================
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PAR VALUE.... 5,000,000 $31.15625 $155,781,250 $43,307.19
==================================== ================= ==================== =================== ====================
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee in
accordance 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 October 18, 1999.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement registers additional securities of the
same class as other securities for which a registration statement filed on this
form relating to the same stock purchase plan is effective. Consequently,
pursuant to General Instruction E of Form S-8, the contents of the registration
statement on Form S-8 filed by Mallinckrodt Inc. with respect to the
Mallinckrodt Inc. Equity Incentive Plan, registration statement No. 333-38291,
are incorporated herein by reference.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
5 Opinion of Roger A. Keller as to legality of securities (including
Consent).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Roger A. Keller included in Exhibit 5.
24 Power of Attorney of certain officers and directors (included on pages
II-2 through II-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 the County of St. Louis, State of Missouri, on the 20th day of
October, 1999.
MALLINCKRODT INC.
By /s/ C. Ray Holman
------------------------------------
Name: C. Ray Holman
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Ray Holman and Roger A. Keller, and
each of them severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective 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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be executed in one or more
counterparts.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
/s/ C. Ray Holman
- ------------------------------------ Chairman of the Board and
C. Ray Holman Chief Executive Officer
Date: October 20, 1999
/s/ Michael A. Rocca
- ------------------------------------ Senior Vice President and
Michael A. Rocca Chief Financial Officer
Date: October 20, 1999 (Principal Financial
Officer)
/s/ Douglas A. McKinney
- ------------------------------------ Vice President and
Douglas A. McKinney Controller (Principal
Date: October 20, 1999 Accounting Officer)
/s/ Raymond F. Bentele
- ------------------------------------ Director
Raymond F. Bentele
Date: October 20, 1999
/s/ William L. Davis, III
- ------------------------------------ Director
William L. Davis, III
Date: October 20, 1999
/s/ Ronald G. Evens
- ------------------------------------ Director
Ronald G. Evens
Date: October 20, 1999
/s/ Peter B. Hamilton
- ------------------------------------ Director
Peter B. Hamilton
Date: October 20, 1999
/s/ Roberta S. Karmel
- ------------------------------------ Director
Roberta S. Karmel
Date: October 20, 1999
/s/ Claudine B. Malone
- ------------------------------------ Director
Claudine B. Malone
Date: October 20, 1999
/s/ Anthony Viscusi
- ------------------------------------ Director
Anthony Viscusi
Date: October 20, 1999
/s/ Brian M. Rushton
- ------------------------------------ Director
Brian M. Rushton
Date: October 20, 1999
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 5,000,000 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
Mallinckrodt Inc. Equity Incentive Plan, 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
October 20, 1999
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Mallinckrodt Inc. Equity Incentive Plan of our report
dated July 29, 1999, with respect to the consolidated financial statements of
Mallinckrodt Inc. included in the Annual Report (Form 10-K) for the year ended
June 30, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- -----------------------------------
St. Louis, Missouri
October 18, 1999
