As filed with the Securities and Exchange Commission on April 24, 1995
File No. 0-7955
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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).
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock, $.10 par value . . . 110,675 shs. $23.13 $2,559,913 $882.73
</TABLE>
* Estimated solely for purposes of determining the registration fee on the
basis of the average of the high and low prices per share of the Common Stock
reported on the NASDAQ NMS on April 21, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Regis-
tration Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
This is Page 1 of 30 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>
SUBJECT TO COMPLETION, DATED APRIL 24, 1995
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 April 21,
1995, the closing sale price of the Company's Common Stock was $23.13 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 April 24, 1995.
(INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.)
<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
<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.
<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 50,000 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
<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.
<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.
<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 April 24, 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
NASDAQ NMS Listing Fee $
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.
<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)
__________________________
* To be filed by Amendment
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;
<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.
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
April 18, 1995.
MENTOR CORPORATION
By: /s/ Christopher J. Conway
Christopher J. Conway,
Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints Anthony R. Gette and Gary E. Mistlin or either of them, as his
true and lawful attorney(s)-in-fact with full power of substitution to execute
in the name and on behalf of such person, individually and in each capacity
stated below, and to file, any and all amendments to this Registration State-
ment, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this Regis-
tration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Christopher J. Conway
Christopher J. Conway Chairman, Chief Executive April 18, 1995
Officer and Director
(Principal Executive Officer)
/s/ Anthony R. Gette
Anthony R. Gette President and Secretary April 18, 1995
and Director
/s/ Gary E. Mistlin
Gary E. Mistlin Vice President of Finance/ April 18, 1995
Treasurer (Principal Financial
and Accounting Officer)
/s/ Eugene G. Glover
Eugene G. Glover Director April 17, 1995
<PAGE>
Signatures Title Date
/s/ Walter W. Faster
Walter W. Faster Director April 18, 1995
/s/ Michael Nakonechny
Michael Nakonechny Director April 18, 1995
/s/ Byron G. Shaffer
Byron G. Shaffer Director April 18, 1995
/s/ Dr. Richard W. Young
Dr. Richard W. Young Director April 18, 1995
INDEX TO EXHIBITS
Exhibit Number Description Page
4(b) Subscription Agreement, dated as of 17
October 13, 1994, by and between Mentor
Corporation and Optical Radiation
Corporation
4(c) Registration Agreement, dated as of 21
October 13, 1994, by and between Mentor
Corporation and Optical Radiation
Corporation
5, 23.1 Opinion and Consent of Graham & James: re
legality of issuance of Common Stock*
23.2 Consent of Independent Auditors 16
24 Power of Attorney 13
_________________________
*To be filed by Amendment
<PAGE>
Ernst & Young LLP
Los Angeles, California
April 19, 1995
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (form S-3) for the registration of 110,675 shares of its
common stock and to the incorporation by reference therein of our report dated
May 6, 1994, with respect to the consolidated financial statements and
schedules of Mentor Corporation included by reference in its Annual Report
(form 10-K) for the year ended March 31, 1994, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Exhibit 23.2
EXHIBIT 4(B)
SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made as of October 13, 1994 between Mentor Corporation,
a Minnesota corporation, of 5425 Hollister Avenue, Santa Barbara, CA 93111
(the "Company") and Optical Radiation Corporation, a California corporation, of
1300 Optical Drive, Azusa, California 91702 ("ORC").
The parties to this Agreement are parties to an Asset Purchase Agreement
of even date (the "Asset Purchase Agreement") and in order to induce ORC to
enter into the Asset Purchase Agreement, the Company is willing to execute and
deliver this Agreement.
The parties hereto agree as follows:
1. Subscription. In accordance with the terms and conditions of this
Agreement, the Company agrees to issue to ORC, and ORC hereby to purchase, such
number of shares of Common Stock of the Company as is equivalent to One Million
Dollars ($1,000,000), valued based on the average closing price of such shares
during the twenty (20) trading days ending five (5) trading days prior to the
date of this Agreement, as quoted on the NASDAQ-National Market System and
reported in the Wall Street Journal. Such issuance shall represent a portion
of the purchase price payable by the Company under the Asset Purchase Agreement
in consideration of the transfer by ORC of assets thereunder. Following ex-
ecution and delivery of the Asset Purchase Agreement and this Agreement by all
parties thereto, the Company will deliver to ORC a stock certificate or cer-
tificates evidencing the number of shares of Common Stock of the Company
registered in the name of ORC or its nominee.
2. Company's Representations and Warranties. The Company represents and
warrants to ORC as follows:
A. Organization and Corporate Power. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
Minnesota. The Company has all requisite corporate power and authority and all
<PAGE>
material licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this Agree-
ment. The copies of the Company's charter documents and bylaws which have been
furnished, or will be furnished in connection with the closing of this Agree-
ment, to ORC reflect all amendments made thereto at any time prior to the date
of this Agreement and are correct and complete.
B. Issuance of Capital Stock. There are no statutory or contractual
stockholder's preemptive rights or rights of refusal with respect to the
issuance of the Company's Common Stock to the Purchaser.
3. ORC's Representations and Warranties. ORC represents and warrants
to the Company as follows:
A. ORC is purchasing the Company's Common Stock issued hereunder
(the "Securities") for investment for its own account only and not with a view
to, or for resale in connection with, any "distribution" thereof within the
meaning of the Securities Act of 1933 ("Securities Act") or of California
securities laws, and has no present intention of selling, granting any
participation in, or otherwise distributing the same. Further, ORC does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third person
with respect to any of the Securities. ORC understands that the Securities
have not been registered under the Securities Act by reason of a specific
exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of the investment intent as expressed herein.
B. ORC further acknowledges and understands that the Securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. ORC under-
stands that the certificates evidencing the Securities will bear a legend
restricting transferability in the following form:
"The securities represented by this certificate were originally
issued on October 13, 1994 and have not been registered or qualified
under the Securities Act of 1933, as amended, or the securities laws
of any state (the "Securities Laws"). The securities represented by
<PAGE>
this certificate may not be transferred in the absence of an
effective registration statement under applicable Securities Laws
unless Mentor Corporation is provided with a satisfactory opinion of
counsel to the effect that such transfer is in compliance with all
applicable Securities Laws, and the Company reserves the right to
refuse the transfer of such securities until such condition has been
fulfilled with respect to such transfer."
C. ORC further understands that stop transfer instructions will be
in effect with respect to the transfer of the Securities consistent with the
above.
D. ORC is an "accredited investor" within the meaning of SEC Rule
501 of Regulation D, as presently in effect.
E. ORC is also an "excluded purchaser" with the meaning of Section
25102(f) of the California Corporations Code of 1968, as amended or Rule
260.102.13 promulgated by the California Commissioner of Corporations.
F. ORC has the knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of the investment.
G. Representatives of ORC have had a full opportunity to examine
the financial and business affairs of the Company and an opportunity to ask
questions of its management.
4. Registration Agreement. The Company shall execute a Registration
Agreement (in substantially the form attached hereto as Exhibit A) according to
ORC the various registration rights with respect to Securities as set forth
therein.
5. Assignments. This Agreement is not transferable or assignable.
6. Governing Law. ORC is a subsidiary of a Delaware corporation and
this Agreement shall be construed and governed by the internal laws, and not
the law of conflicts, of the State of Delaware applicable to agreements made
and to be performed in Delaware.
MENTOR CORPORATION OPTICAL RADIATION CORPORATION
By: /s/ Anthony R. Gette By: /s/ Ian Ashken
Anthony R. Gette Ian Ashken
President Vice President
EXHIBIT 4(C)
REGISTRATION AGREEMENT
THIS AGREEMENT is made as of October 13, 1994 between Mentor Corporation,
a Minnesota corporation, of 5425 Hollister Avenue, Santa Barbara, California
93111 (the "Company"), Optical Radiation Corporation, a California company, of
1300 Optical Drive, Azusa, California 91702 ("ORC"), a wholly-owned subsidiary
of Benson Eyecare Corporation, a Delaware corporation, of Suite B-302, 555
Theodore Fremd Avenue, Rye, New York 10580 ("Benson").
ORC is receiving certain unregistered shares of common stock of the
Company pursuant to the terms of an Asset Purchase Agreement of even date (the
"Asset Purchase Agreement") and a Subscription Agreement of even date (the
"Subscription Agreement") and in order to induce ORC to enter into the Asset
Purchase Agreement and Subscription Agreement, the Company is willing to
execute and deliver this Agreement.
The parties hereto agree as follows:
1. Demand Registrations.
Requests for Registration. At any time (but not more than once), ORC
may request registration under the Securities Exchange Act of 1933 (the
"Securities Act") of all or part of the shares of Common Stock of the Company
issued under the Subscription Agreement (the "Securities") on Form S-3 if and
for so long as the Company is eligible to use such a form and registration on
such a form is available. The request shall specify (i) the approximate number
of Securities requested to be registered, and (ii) the proposed manner of sale.
Within ten days after receipt of any such request, the Company may give written
notice of such requested registration to all other holders of securities of the
Company and may include in such registration any securities of the Company,
with respect to which the Company has received written requests for inclusion
therein, or which the Company desires to issue. Any registration requested
pursuant to this paragraph 1 is referred to herein as a "Demand Registration".
<PAGE>
2. Piggyback Registration.
(a) Right to Piggyback. Whenever the Company proposes to register any
of its equity securities under the Securities Act (other than pursuant to a
Demand Registration) and the registration form to be used may be used for the
registration of the Securities (a "Piggyback Registration"), the Company will
give written notice to ORC of its intention to effect such a registration and,
subject to paragraphs 2(c) and 2(d) below, will include in such registration
such Securities as ORC requests in writing within 7 days after the receipt of
the Company's notice.
(b) Priority on Primary Registrations. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company will include in such registration only
the number of securities which can be sold in an orderly manner within such a
price range, to be selected (i) first, from the securities the Company proposes
to sell, and (ii) second, if any can be so sold in the opinion of the managing
underwriters, from the Securities and other securities of the Company requested
to be included in such registration, pro rata among the holders of such regis-
terable securities on the basis of the number of shares owned by each such
holder.
(c) Priority on Secondary Registrations. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such regis-
tration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the holders initially requesting
such registration, the Company will include in such registration only the
number of securities which can be sold in an orderly manner within such a price
range, to be selected first, from the Securities and other securities of the
Company requested to be included therein, pro rata among the holders of such
securities on the basis of the number of shares owned by each such holder.
(d) Withdrawal. Nothing in this paragraph 2 shall limit the ability
of the Company to withdraw a registration statement it has filed, either before
<PAGE>
or after such registration statement has become effective.
3. Registration Procedures.
(a) Company Obligations. Whenever ORC shall have requested that any
Securities be registered pursuant to this Agreement, the Company will use its
best efforts to effect the registration within ninety (90) days of receipt of
the request for Demand Registration and the sale of such Securities in accord-
ance with the intended method of disposition thereof, and pursuant thereto the
Company will as expeditiously as possible:
(i) Prepare and file with the SEC a registration statement with re-
spect to such Securities and use its reasonable efforts to cause such regis-
tration statement to become effective;
(ii) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period of
not less than two (2) years or until all Securities registered pursuant to such
registration statement are sold, whichever is earlier, and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in accord-
ance with the intended methods of disposition by the sellers thereof set forth
in such registration statement;
(iii) Furnish to ORC such number of copies of such registration state-
ment, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as ORC may reasonably request in order to facilitate the disposition
of the Securities owned by ORC;
(iv) Use its best efforts to register or qualify such Securities under
such other securities or blue sky laws of such jurisdictions within the United
States as ORC reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable ORC to consummate the
disposition in such jurisdictions of the Securities owned by ORC (provided that
the Company will not be required to (A) qualify generally to do business in any
jurisdiction in which it would not otherwise be required to qualify but for
this subparagraph, (B) subject itself to taxation in any jurisdiction in which
<PAGE>
it would not be subject to taxation but for this subparagraph, or (C) consent
to or take any action which would subject it to general service of process in
any jurisdiction in which it would not be subject to general service of process
but for this subparagraph);
(v) Notify ORC, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration state-
ment contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading (provided that upon
receipt of such a notice, ORC shall immediately discontinue sales or other dis-
positions of Securities pursuant to such registration statement, and ORC may
resume sales only upon receipt of amended prospectuses or after ORC has been
advised by the Company that the use of the previous prospectus may be legally
resumed), and, upon the written request of ORC, prepare a supplement or amend-
ment to such prospectus so that, as thereafter delivered to the purchasers of
such Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements there-
in not misleading;
(vi) Cause all such Securities to be listed on each securities ex-
change on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on the NASD automated quotation system;
(vii) Provide a transfer agent and registrar for all such Securities
not later than the effective date of such registration statement;
(viii) Enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the under-
writers, if any, reasonably request in order to expedite or facilitate the dis-
position of such Securities;
(ix) Make available for inspection by ORC, any underwriter participat-
ing in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by ORC or underwriter, all per-
tinent financial and other records, pertinent corporate documents and pro-
perties of the Company, and cause the Company's officers, directors, employees
and independent accountants to supply all information reasonably requested in
writing by ORC, underwriter, attorney, accountant or agent in connection with
<PAGE>
such registration statement (provided that all such records, information and
documents shall be kept confidential by ORC, and such underwriters, attorneys,
accountants and other agents, and ORC and underwriters shall, on behalf of
themselves and their respective agents and representatives, execute a con-
fidentiality agreement in favor of the Company, in form and substance reason-
ably satisfactory to the Company, prior to commencing any such inspection); and
(x) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months beginning with the first day of the Company's first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
(b) ORC Cooperation. ORC shall provide the Company with such infor-
mation about ORC and its intended manner of distributing the Securities sought
to be registered, and shall otherwise cooperate with the Company and the under-
writer(s) as may be reasonably needed to complete any obligation of the Company
hereunder. Failure to comply with this requirement shall excuse the Company
from complying with such obligation to ORC.
4. Registration Expenses.
(a) The Company will bear the following expenses in connection
with any Piggyback Registration pursuant to Section 2: fees and disbursements
of the Company's independent certified public accountants, fees and disburse-
ments of counsel for the Company, printing expenses, messenger and delivery
expenses, and the expenses and fees for listing the securities to be registered
<PAGE>
on each securities exchange on which similar securities issued by the Company
are then listed or on the NASD automated quotation system. ORC will bear the
following expenses, up to a limit of Seventy Five Thousand Dollars ($75,000),
in connection with any Demand Registration pursuant to Section 1(a): fees and
disbursements of counsel for the Company, fees and disbursements of the
Company's independent certified public accountants, printing expenses,
messenger and delivery expenses, the expenses and fees for listing the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on the NASD automated quo-
tation system, and any other costs related to such registration and offering;
provided, however, that the Company will not allow any third party to include
additional shares in a Demand Registration pursuant to Section 1, unless such
party agrees to bear a pro rata share (based on number of securities regis-
tered) of the expenses described in the foregoing sentence.
(b) For both any Demand Registration pursuant to Section 1(a),
and for any Piggyback Registration pursuant to Section 2, ORC will pay a pro
rata portion, based on number of securities registered, of the following regis-
tration expenses: brokerage or underwriting fees, discounts and commissions.
For both any Demand Registration pursuant to Section 1(a) and for any Piggyback
Registration, pursuant to Section 2, ORC shall be solely responsible for any
fees and costs of its own legal counsel.
5. Indemnification.
(a) In connection with any registered offering in which ORC is
participating, the Company agrees to indemnify, to the extent permitted by law,
ORC, its officers and directors and each person who controls (within the mean-
ing of the Securities Act) ORC against all losses, claims, damages, liabilities
and expenses caused by any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by or on
behalf of ORC expressly for use therein or by ORC's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished ORC with same.
(b) In connection with any registered offering in which ORC is
participating, ORC will furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any
registration statement or prospectus and, to the extent permitted by law, will
indemnify the Company, its directors and officers (or any other person signing
the registration statement on the Company's behalf) and each person who con-
trols (within the meaning of the Securities Act) the Company against any
<PAGE>
losses, claims, damages, liabilities and expenses resulting from (i) any untrue
or alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact re-
quired to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue or alleged untrue state-
ment or omission or alleged omission is contained in any information or affi-
davit so furnished in writing by or on behalf of ORC or (ii) any untrue state-
ment or alleged untrue statement of a material fact contained in, or any
omission or alleged omission of a material fact from, a prospectus if (1) a
later prospectus shall correct the untrue statement or alleged untrue state-
ment, or omission or alleged omission, which is the basis of the loss, claim,
damage, liability or expense for which indemnification is sought, (2) a copy
of such a later prospectus had not been sent or given to the purchaser at or
prior to confirmation of sale to such purchaser, (3) the Company had timely de-
livered such later prospectus to ORC so as to permit a delivery thereof which
would have prevented loss sought to be indemnified, and (4) there would have
been no such liability but for such failure to deliver such later prospectus by
ORC; provided that the obligation to indemnify will be limited to the net
amount of proceeds received by ORC from the sale of registerable securities
pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in the judgment of counsel to
the Company a conflict of interest between such indemnified and indemnifying
parties exists with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel of the indemnifying party's
choice. If such defense is assumed, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the judgment of counsel to the Company a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such claim.
<PAGE>
6. Participation in Underwritten Registrations. No person may par-
ticipate in any registration hereunder in which the Company retains an under-
writer unless such person (a) agrees to sell such person's securities on the
basis provided in any underwriting arrangements with such underwriter and (b)
completes and executes all questionnaires, powers of attorney, indemnities, un-
derwriting agreements and other documents required under the terms of such un-
derwriting arrangements.
7. Definitions.
(a) "NASD" means the National Association of Securities Dealers,
and any successor thereto.
(b) "Securities" includes any other equity securities of the
Company (or securities convertible into or exchangeable or exercisable for
equity securities of the Company) issued or issuable with respect to the
securities referred to in paragraph 1(a) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Such securities will cease to be
Securities when they have been transferred by ORC, except to an affiliate.
8. Termination. The Company's obligations under this Agreement shall
terminate on the second anniversary of this Agreement, except that the
Company's obligations under Section 5 shall survive with respect to trans-
actions effected prior to such second anniversary.
9. Miscellaneous.
(a) Amendments. Except as otherwise provided herein, the provisions
of this Agreement may be amended or waived only upon the prior written consent
of the Company and ORC.
(b) Assignment. The rights hereunder may be assigned by ORC to its
parent, Benson, or to any other party provided the assignment is in conformance
with the requirements of the Subscription Agreement.
(c) Governing Law. ORC is a subsidiary of a Delaware corporation and
this Agreement shall be construed and governed by the internal laws, and not
the law of conflicts, of the State of Delaware applicable to agreements made
<PAGE>
and to be performed in Delaware.
(d) Notices. All notices, demands, and other communications required
or permitted hereunder shall be made in writing and shall be deemed to have
been duly given when delivered in person or by private courier or delivery
service, telegraphed, or transmitted by tested telex or facsimile transmission
(promptly confirmed in writing), or five days after being mailed by certified
or registered mail, postage prepaid, as indicated below. Any party may change
its address for notices by providing notice of the change to the other parties.
Mentor Corporation
5425 Hollister Avenue
Santa Barbara, California 93111
Attention: Anthony R. Gette, President
Tel: (805) 681-6000
Fax: (805) 964-2712
Optical Radiation Corporation
1300 Optical Drive
Azusa, California 91702
Attention: Vice President, Legal
Tel: (818) 969-3344
Fax: (818) 334-4168
With a copy to:
Optical Radiation Corporation
1300 Optical Drive
Azusa, California 91702
Tel: (818) 969-3344
Fax: (818) 334-4168
Benson Eyecare Corporation
Suite B-302
505 Theodore Fremd Avenue
Rye, New York 10580
Attention: Martin E. Franklin
Tel: (914) 967-9400
Fax: (914) 967-9405
(Signatures appear on the following page.)
<PAGE>
MENTOR CORPORATION OPTICAL RADIATION CORPORATION
By: /s/ Anthony R. Gette By: /s/ Ian Ashken
Anthony R. Gette Ian Ashken
President Vice President
