As filed with the Securities and Exchange Commission on May 22, 1995
File No. 33-58761
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Pre-Effective Amendment No.1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
MENTOR CORPORATION
Minnesota 41-0950791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5425 Hollister Avenue
Santa Barbara, California 93111
(805) 681-6000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________________________
Gary Mistlin, Vice President of Finance/Treasurer
Mentor Corporation
5425 Hollister Avenue
Santa Barbara, California 93111
(805) 681-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all correspondence to:
Bertram R. Zweig, Esq.
Graham & James
801 S. Figueroa Street, 14th Floor
Los Angeles, California 90017
(213) 624-2500
___________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
___________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. ( ).
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (x).
___________________
The Registration Statement shall hereafter become effective in accordance with
the provisions of Section 8(a) of the Securities Act of 1933.
This is Page 1 of 20 pages.
The Exhibit Index appears on Page 15
<PAGE>
MENTOR CORPORATION
Cross Reference Sheet showing the location in the Prospectus of the Items on
Form S-3
Form S-3 Item and Caption Location in Prospectus
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Cover Inside Front and Outside Back
Pages of Prospectus Cover Pages
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges The Company
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders Selling Shareholder
8. Plan of Distribution Outside Front Cover Page; Plan
of Distribution
9. Description of Securities to be
Registered *
10. Interests of Named Experts and Counsel *
11. Material Changes *
12. Incorporation of Certain Information
by Reference Inside Front Cover Page
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities *
____________
* Such item is inapplicable or the answer is in the negative.
<PAGE>
PROSPECTUS
110,675 Shares
MENTOR CORPORATION
Common Stock
This Prospectus relates to an aggregate of 110,675 shares (the "Shares")
of Common Stock, par value $0.10 per share (the "Common Stock"), of Mentor
Corporation, a Minnesota corporation (the "Company"), including (i) 60,675
shares of Common Stock (the "Benson Shares") which may be offered from time to
time by Benson Eyecare Corporation, a Delaware corporation ("Benson") and (ii)
50,000 shares of Common Stock (the "Gette Shares") issuable upon exercise of
stock options (the "Options") at an exercise price of $10.50 per share held by
Mr. Anthony R. Gette ("Mr. Gette"), the Company's President and Secretary and
a Director of the Company. The Company will receive no part of the proceeds
of such sales, although upon exercise of the Options the Company will receive
amounts payable at the exercise price thereof. See "Use of Proceeds." Of the
expenses to be incurred in connection with this offering, Benson will pay a
pro rata share (based on the number of Shares being registered) of such
expenses. The Company has agreed to bear certain expenses in connection with
the registration and sale of the Gette Shares. Benson and Mr. Gette may
hereinafter collectively be referred to as the "Selling Shareholders."
The Benson Shares are being registered pursuant to the terms of a
Registration Agreement that the Company executed in connection with the
issuance of the Benson Shares to Optical Radiation Corporation, a California
corporation ("ORC"), a subsidiary of Benson, which sale was made in order to
induce ORC and ORC Caribe, a California corporation ("ORC Caribe"), and a sub-
sidiary of Benson, to enter into an Asset Purchase Agreement with the Company.
Subsequent thereto, ORC assigned and transferred the Benson Shares to Benson.
The Company has been advised by the Selling Shareholders that they may
sell all or a portion of the Shares offered hereby from time to time on the
NASDAQ National Market System ("NASDAQ NMS") at prices prevailing at the time
of such sales. The Selling Shareholders may also make private sales at
negotiated prices directly or through a broker or brokers. The Selling
Shareholders and any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), in which event commissions
received by any such broker may be deemed to be underwriting commissions under
the Act.
The Common Stock of the Company is traded on NASDAQ NMS. On May 22,
1995, the closing sale price of the Company's Common Stock was $23.00 per
share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 22, 1995.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994;
(5) The Company's definitive Proxy Statement, dated July 19, 1994, with
respect to its Annual Meeting of Shareholder held on September 7,
1994; and
(6) The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A pursuant to
Section 12(g) of the Exchange Act, and any amendments or reports there
to filed with the Commission for the purpose of updating such des-
cription.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the term-
ination of the offering of the Common Stock made hereby shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to the Shareholders which is not deemed to be filed
under said provisions.
The Company hereby undertakes to provide, without charge, to each person
to whom a copy of this Prospectus has been delivered, on the request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference in this Prospectus, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
the Company at 5425 Hollister Avenue, Santa Barbara, California 93111,
Attention: Mr. Gary Mistlin, Vice President of Finance/Treasurer, telephone
(805) 681-6000.
AVAILABLE INFORMATION
The Company is subject to the reporting and other informational require-
ments of the Exchange Act and, in accordance therewith, files reports, proxy
statements and other information with the Commission. Such reports and other
information can be inspected and copied at the offices of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at its regional offices located at Room 1028, Jacob K. Javits
Federal Building, 26 Federal Plaza, New York, New York, 10278 and Room 3190,
Kluczynski Federal Building, 230 South Dearborn Street, Chicago, Illinois
60604. Copies of such material can also be obtained by written request to the
2
<PAGE>
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549 at prescribed rates. This Prospectus does
not contain all of the information set forth in the Registration Statement
(the "Registration Statement") concerning this offering which the Company has
filed with the Commission pursuant to the Act.
THE COMPANY
The Company develops, manufactures and markets a broad range of products
for the medical specialties of plastic and reconstructive surgery, urology and
ophthalmology. Plastic surgery products include surgically implantable
prostheses for cosmetic and reconstructive surgery, principally breast implants
and tissue expanders. Urologic products include: disposable products for the
management of urinary incontinence; surgically implantable prostheses, prin-
cipally penile implants for the treatment of chronic male sexual impotence; and
diagnostic ultrasound equipment, used to help diagnose disorders of the
prostate. Ophthalmic products include: implantable intraocular lens for
replacement of a lens following cataract surgery, surgical equipment, primarily
coagulators to control bleeding during ophthalmic and other microsurgery, and
diagnostic equipment, used to evaluate disorders of the eye.
Since 1989, the Company has incorporated or acquired several companies to
help diversify the Company's interests in the medical industry. In April 1990,
the Company acquired all of the outstanding shares of Mentor O&O, Inc. Despite
the similarity in name, Mentor O&O had never previously been affiliated with
the Company. Mentor O&O develops, manufactures and markets ophthalmic surg-
ical and diagnostic products. In October, 1990, the Company purchased sub-
stantially all of the assets, plus assumption of normal liabilities, of
Teknar, Inc., which supplies diagnostic ultrasound equipment for the special-
ties of urology and ophthalmology. Both Mentor O&O and Teknar are 100% owned
by Mentor Corporation.
In July 1991, the Company incorporated Mentor H/S, Inc. as a wholly owned
subsidiary and transferred to it all of the product lines and assets of its
existing plastic surgery business. In January 1994, the Company similarly
incorporated Mentor Urology, Inc. as a wholly owned subsidiary and transferred
to it all of the product lines and assets of its existing urologic business.
In January 1990, Mentor Polymer Technologies Company was incorporated to
develop, manufacture and distribute medical oriented materials.
In October 1994, the Company purchased certain assets and assumed certain
related liabilities from Optical Radiation Corporation and ORC Caribe. Such
assets comprised substantially all activities and operations of the intraocular
lens line of business theretofore conducted by ORC and ORC Caribe.
During fiscal 1991, the Company established four international sales
offices to enhance and grow its market position in these countries. The office
in Canada operates as a sales branch of Mentor Corporation. Mentor Medical
Systems UK, Ltd., Mentor Deutschland, GmbH, and Mentor Medical Systems, Pty,
Ltd. (Australia) are all subsidiaries of Mentor Corporation.
In November 1993, the Company established Mentor Medical Systems, B.V. in
Leiden, the Netherlands, to further its expansion into the international
marketplace. This is the Company's manufacturing and research & development
facility outside of the United States.
3
<PAGE>
In October 1994, the Company established Mentor ORC, Inc. and Mentor
Carbide, Inc. for the acquisition of the assets acquired from Optical Radiation
Corporation and ORC Carbide.
All of the Company's products are "medical devices intended for human use"
within the meaning of the Medical Device Amendments to the Food, Drug and Cos-
metic Act and are therefore subject to regulation by the Food and Drug Admin-
istration (the "FDA"). To comply with such device regulations, the Company has
incurred, and will continue to incur, substantial costs relating to laboratory
and clinical testing of new and existing products and the preparation and
filing of documents in the formats required by the FDA. Sales of the Company's
devices are contingent upon continued regulatory compliance and FDA approvals.
In the last two years, certain suppliers of raw materials, such as Dow
Corning, DuPont, and others, have announced that they will no longer supply
implant or medical grade materials for products in implantable medical devices.
Under guidelines established by the FDA, the Company has been successful in re-
placing the majority of these materials with those being offered by other
companies willing to supply device manufacturers. However, these sources of
supply are relatively new, and there can be no assurance that they will be able
to supply the Company in the quantities needed, or that regulatory or other
delays will not cause a disruption in sales of affected products.
Claims relating to product liability are a regular and ongoing aspect of
the medical device industry. At any one time, the Company has claims involved
in litigation. As a result of the controversy and related media coverage sur-
rounding silicone gel filled breast implants, the Company became involved in a
substantial amount of product liability litigation in fiscal 1992 and 1993.
During fiscal 1994, the Company reached an agreement which settled all out-
standing breast implant litigation and claims against the Company based on
having received a silicone gel or saline filled breast implant prior to June 1,
1993. The settlement agreement established a settlement fund of $25.8 million,
which will be funded by the Company and its insurers.
The Company's executive offices are located at 5425 Hollister Avenue,
Santa Barbara, California 93111. The Company's telephone number is (805) 681-
6000.
USE OF PROCEEDS
All of the Shares offered hereby will be sold by the Selling Shareholders
identified below, for their own respective accounts, who will receive and
retain all of the proceeds from the sale thereof. See "Selling Shareholders."
The Company will not receive any of the proceeds from the sale of the Shares
offered hereby. However, at the time of issuance of the 110,675 shares of
Common Stock covered hereby which are subject to the Options, the Company will
receive all amounts payable at the exercise price of the Options, and will re-
tain such proceeds for use as additional working capital and other general
corporate purposes.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the bene-
ficial ownership of Common Stock of each Selling Shareholder and as adjusted to
give effect to the sale of the Shares offered hereby. The Shares are being
registered to permit the public secondary trading of the Shares, and the
4
<PAGE>
Selling Shareholders may offer the Shares for resale from time to time. See
"Plan of Distribution."
All of the Benson Shares being offered by Benson were acquired by it from
ORC. ORC acquired the Benson Shares in a private placement pursuant to a Sub-
scription Agreement (the "Subscription Agreement"), dated as of October 13,
1994, in connection with the sale by ORC and ORC Caribe of their intraocular
lens line of business to the Company. In addition, in connection with the
execution and delivery of the Subscription Agreement, Benson and ORC entered
into a Registration Agreement (the "Registration Agreement"), dated as of
October 13, 1994, which provides, among other things, for the Company to
register the Benson Shares once, at the demand of ORC or its permitted
assignee, if the Company is eligible to effect such registration on a Registra-
tion Statement on Form S-3. Pursuant to the terms of the Registration Agree-
ment, Benson has agreed to bear certain specified expenses relating to
effecting such registration, up to a limit of $75,000.
All of the Gette Shares being offered by Mr. Gette may be acquired by Mr.
Gette upon exercise of the Options previously granted to him by the Company.
<TABLE>
<CAPTION>
Name and Address Number of Shares Number of Shares
of Selling Shareholder Beneficially Owned Prior Covered By Beneficial Ownership
to Offering(1) this Prospectus Offering
_____________________
Number of
Shares Percent
<S> <C> <C> <C> <C>
Benson Eyecare Corporation
Suite B-30
2555 Theodore Fremd Avenue
Rye, New York 10580 60,675 60,675 0 (2) -
Anthony R. Gette
5425 Hollister Avenue
Santa Barbara, California 93111 181,500 50,000 131,500 (2) 21.2%
</TABLE>
___________________________________
(1) The respective numbers of shares and percentages shown include the shares
of Common Stock that each named shareholder has the right to acquire
within 60 days of the date of this Prospectus. In calculating percentage
ownership, all shares of Common Stock which Mr. Gette has a right to
acquire upon exercise of the Options are deemed to be outstanding for the
purpose of computing the percentage of Common Stock owned by Mr. Gette,
but are not deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by any other shareholder. On March 31,
1995, an aggregate of 10,898,388 shares of the Company's Common Stock was
issued and outstanding.
(2) This assumes that all of the Shares will be sold under this offering, but
the Company has not been advised of Mr. Gette's intention to sell the
Gette Shares at this time.
5
<PAGE>
Benson holds less than one percent of the Common Stock of the Company.
None of the directors, officers, partners or affiliates of Benson holds any
position or has any other relationship with the Company. Mr. Gette is the
President and Secretary of the Company and is a Director of the Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend
to sell all or a portion of the Shares offered hereby from time to time on the
NASDAQ NMS and that sales will be made at prices prevailing at the times of
such sales. The Selling Shareholders may also make private sales directly or
through a broker or brokers, and such brokers or dealers may receive compen-
sation in the form of discounts, concessions or commissions from the Selling
Shareholders or the purchasers of the Shares for whom such brokers or dealers
may act as agent or to whom they sell as principal, or both (which compensation
to a particular broker or dealer might be in excess of customary commissions).
To facilitate these sales, the Company has agreed to keep the Registration
Statement of which this Prospectus is a part effective for the earlier of a
period not to exceed two years from the date the Registration Statement is
declared effective by the Commission or until all Shares registered pursuant to
the Registration Statement are sold. In connection with any sales, the Selling
Shareholders and any brokers participating in such sales may be deemed to be
"underwriters" within the meaning of the Act and any commissions received by
them and profit on any resale of the Shares as principal might be deemed to be
underwriting discounts or commissions under the Act.
The Company has informed the Selling Shareholders that the anti-
manipulative rules of the Exchange Act, Rules 10b-6 and 10b-7, may apply to
their sales in the market and has furnished each Selling Shareholder with a
copy of these Rules.
There is no assurance that the Selling Shareholders will sell any or all
of the Shares offered by such Selling Shareholder.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities, including certain liabilities under the Act.
LEGAL MATTERS
Certain matters with respect to the Shares offered hereby will be passed
upon for the Company by Graham & James, 801 South Figueroa Street, 14th Floor,
Los Angeles, California 90017.
EXPERTS
The consolidated financial statements of Mentor Corporation incorporated
by reference in Mentor Corporation's Annual Report (Form 10-K) for the year
ended March 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included herein and incorporated
herein by reference. Such consolidated financial statements are incorporated
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
6
<PAGE>
No dealer, salesman or other person
has been authorized to give any
information or make any represent-
ations not contained in this
Prospectus (including any Prospectus
supplement) in connection with the
offer made hereby. If given or made,
such information or representations
must not be relied upon as having
been authorized by the Company, by
any underwriter or by the Selling
Shareholders. This Prospectus (in-
cluding any Prospectus Supplement)
does not constitute an offer to sell 110,675 Shares
or a solicitation of an offer to buy,
the Common Stock in any jurisdiction Common Stock
where or to any person to whom, it is
unlawful to make such offer or
solicitation. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any circum-
stances create any implication that
the information contained herein is
correct as of any time subsequent to MENTOR CORPORATION
its date or that there has been no
change in the affairs of the Company
since such date or, in the case of in- ----------
formation incorporated by reference, PROSPECTUS
the date of filing with the Securities ----------
and Exchange Commission.
_____________
TABLE OF CONTENTS
Page
Documents Incorporated by
Reference 2
Available Information 2
The Company 3
Use of Proceeds 4
Selling Shareholders 4
Plan of Distribution 6
Legal Matters 6 May 22, 1995
Experts 6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses to be paid by the Selling Shareholder in connection with the
distribution of securities being registered, are estimated as follows:
Securities and Exchange Commission Registration Fee $ 883
Accounting Fees and Expenses $ 5,000
Legal Fees and Expenses $ 15,000
Miscellaneous Expenses $
Total $ 20,883
In addition, the Selling Shareholder may pay broker's commissions from
time to time in amounts individually negotiated by it.
All amounts, except the Securities and Exchange Commission registration
fee and the NASDAQ NMS listing fee, are estimated.
Item 15. Indemnification of Directors and Officers
Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including, without limita-
tion, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding
with respect to the same acts or omissions if such person (1) has not been in-
demnified by another organization or employee benefit plan for the same judg-
ments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the
case of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of perfor-
mance by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition of the proceeding in certain instances. A
decision as to required indemnification is made by a disinterested majority of
the Board of Directors present at a meeting at which a disinterested quorum is
present, or by a designated committee of the Board, by special legal counsel,
by the shareholders, or by a court.
S-1
<PAGE>
Provisions regarding indemnification of officers and directors of the
Company are contained in the Company's Composite Restated Articles of Incorpor-
ation and the Company's Composite Restated Bylaws, each of which are incorpor-
ated herein by reference.
Under Section 5 of the Registration Agreement, the parties thereto have
agreed to indemnify, under certain conditions, the other party thereto, their
respective directors, certain of their respective officers and persons who
control such party within the meaning of the Securities Act of 1933, as
amended, against certain liabilities.
The Company maintains a directors and officers insurance policy.
Item 16. Exhibits
The following Exhibits are filed herewith:
Exhibit Number Description of Exhibit
4(b) Subscription Agreement, dated as of October 13,
1994, by and between Mentor Corporation and
Optical Radiation Corporation*
4(c) Registration Agreement, dated as of October 13,
1994, by and between Mentor Corporation and
Optical Radiation Corporation*
5 Opinion and Consent of Graham & James re:
legality of issuance of Shares
23.1 Consent of Graham & James (included in Exhibit 5)
23.2 Consent of Independent Auditors*
24 Power of Attorney (see page S-4)*
__________________________
* Previously Filed
Item 17. Undertakings
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;
(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 regis-
tration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration state-
ment or any material change to such information in the registration
statement;
S-2
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 regis-
trant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration state-
ment.
(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 termin-
ation of the offering.
The undersigned registrant hereby undertakes that, for purposes of deter-
mining 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 (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 relat-
ing 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.
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 regis-
trant 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 in-
demnification against such liabilities (other than the payment by the regis-
trant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or pro-
ceeding) 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, 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.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Barbara, State of California, on
May 22, 1995.
MENTOR CORPORATION
By: /s/ Christopher J. Conway
Christopher J. Conway,
Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
Signatures Title Date
/s/ Christopher J. Conway
Christopher J. Conway Chairman, Chief Executive May 22, 1995
Officer and Director
(Principal Executive Officer)
/s/ Anthony R. Gette
Anthony R. Gette President and Secretary May 22, 1995
and Director
/s/ Gary E. Mistlin
Gary E. Mistlin Vice President of Finance/ May 22, 1995
Treasurer (Principal Financial
and Accounting Officer)
/s/ Eugene G. Glover*
Eugene G. Glover Director May 22, 1995
S-4
<PAGE>
Signatures Title Date
/s/ Walter W. Faster*
Walter W. Faster Director May 22, 1995
/s/ Michael Nakonechny*
Michael Nakonechny Director May 22, 1995
/s/ Byron G. Shaffer*
Byron G. Shaffer Director May 22, 1995
/s/ Dr. Richard W. Young*
Dr. Richard W. Young Director May 22, 1995
*By: /s/ Anthony R. Gette
Anthony R. Gette
Attorney-in-fact
S-5
INDEX TO EXHIBITS
Exhibit Number Description Page
4(b) Subscription Agreement, dated as of
October 13, 1994, by and between Mentor
Corporation and Optical Radiation
Corporation*
4(c) Registration Agreement, dated as of
October 13, 1994, by and between Mentor
Corporation and Optical Radiation
Corporation*
5, 23.1 Opinion and Consent of Graham & James: re 17
legality of issuance of Common Stock
23.2 Consent of Independent Auditors*
24 Power of Attorney*
_________________________
*Previously filed
S-6
<PAGE>
GRAHAM & JAMES
ATTORNEYS
801 South Figueroa St.
14th Floor
Los Angeles, CA 90017-5554
Tel (213) 624-2500
Fax (213) 623-4581
May 18, 1995
Mentor Corporation
5425 Hollister Avenue
Santa Barbara, CA 93111
Re: Mentor Corporation/
Registration Statement on
Form S-3 (File No. 33-58761)
Our File Reference: 32620.8
Ladies and Gentlemen:
We have acted as counsel to Mentor Corporation, a Minnesota corporation (the
"Company"), in connection with its preparation of the Registration Statement
on Form S-3 (File No. 33-58761) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the distribution and
sale by certain shareholders of the Company of up to an aggregate of 110,675
shares of the Company's Common Stock, par value $0.10 per share, as more fully
described in the Registration Statement.
<PAGE>
You have requested the opinion of this Firm with respect to certain legal
aspects of the proposed offering to which the Registration Statement relates.
All capitalized terms not otherwise defined in this opinion letter have the
same meanings as ascribed to them in the Registration Statement.
We have examined originals, or photostatic or certified copies, of such
records of the Company, including its Articles of Incorporation, its bylaws
and the minutes of its board of director and shareholders meetings, the
Registration Statement and such other documents, including officers' cer-
tificates, as we have deemed relevant or necessary in order to provide the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents and in-
struments submitted to us as originals and the conformity to authentic
originals of all documents and instruments submitted to us as certified or
photostatic copies. As to various questions of fact material to such examin-
ation we have relied upon representations made to us by various officers of the
Company and we have not conducted any independent inquiry with respect to, or
received independent verification of, such facts.
Based on the foregoing and subject to the comments, assumptions limitations
and qualifications noted below, we are of the opinion that the 60,675 shares
of Common Stock covered by the Registration Statement that were issued to
Benson have been duly and validly issued, and are fully paid and non-
assessable, and, assuming that the Company maintains a sufficient number of
authorized but unissued shares of Common Stock, that the other 50,000 shares
of Common Stock covered by the Registration Statement, when issued upon the
exercise of the Options in the manner described in the Registration Statement,
will be duly and validly issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Securities Act or the
Commission's rules and regulations promulgated thereunder.
We are members of the California Bar and, as such, we are not opining on Minne-
sota law or the law of any jurisdiction other than California; accordingly, we
have expressly assumed for these purposes, without any attempt to establish
the validity of such assumption, that the general corporate law of Minnesota
is identical to that of California in all respects relevant to the foregoing
opinion. This opinion is delivered as of the date hereof and we assume no
obligation to advise you of any facts, circumstances, events or developments
that may hereafter be brought to our attention and which may alter, affect or
modify the opinions expressed herein.
Very truly yours,
GRAHAM & JAMES
<PAGE>
MENTOR CORPORATION
5425 Hollister Avenue
Santa Barbara, California 93111
Telephone: (805) 681-6000
Facsimile: (805) 964-2712
May 22, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washigton, D.C. 20001-1004
Attention: Charles C. Leber
Branch Chief
Re: Mentor Corporation/
Registration Statement on Form S-3
File No.: 33-58761
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the
above-referenced Registrant hereby requests that the effective date of the
above-referenced Registration Statement be accelerated to May 22, 1995, or as
soon as practicable thereafter.
The Registrant hereby confirms that there have been no material adverse changes
in the Registrant's business or financial condition since the date of the last
audited financial statements appearing in the Registration Statement.
Very truly yours,
MENTOR CORPORATION
By: /s/ Gary E. Mistlin
Gary E. Mistlin
Vice President of Finance/
Treasurer
