SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment #1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File Number 0-1052
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2170233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Ashby Road, Bedford, MA 01730
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 617-275-9200
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein and will not be contained
to the best of registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of Form 10-K or any
amendment to this Form 10-K [ ]
As of January 31, 1994, the aggregate market value of the registrant's
voting stock held by non-affiliates of the registrant was approximately
$1,141,605,000 based on the closing price on that date on the New York Stock
Exchange.
As of February 25, 1994, 28,191,515 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated into Form 10K
1993 Annual Report to Shareholders Parts I and II
(pages 33-51 only)
Definitive Proxy Statement Part III
dated March 18, 1994
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12b-15 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment #1 to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned thereunto
duly authorized.
MILLIPORE CORPORATION
Geoffrey Nunes
By /s/ Geoffrey Nunes
Senior Vice President
Dated: June 28, 1994
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Tab No.
(10) Executive "Sales of Business" 1-Enclosed
Incentive Termination
Agreements (2)
(11) Computation of Per Share Earnings 2-Previously
Submitted
(13) Annual Report to Shareholders,
December 31, 1993 3-Previously
Submitted
(21) Subsidiaries of Millipore 4-Previously
Submitted
(23) Consents of Experts
(see page 21 hereto)
(24) Power of Attorney 5-Previously
Submitted
Exhibit 10
M E M O R A N D U M
TO: Jack Johansen
FROM: John Gilmartin
SUBJECT: Proposal Initialed By Us On 11-11-93
DATE: November 22, 1993
The proposal initialed by us on November 11, 1993 concerning the conditions
of your future employment with Millipore (severance, commission on the sale
of the bioscience businesses, etc.) is amended by replacing Section B with
the revised Section B set forth below. Its last paragraph is also amended to
reflect the agreed upon definition of the "Business" also as set forth below.
Please initial this memorandum to confirm your agreement with these
amendments.
B. Commission on Sale of the Business:
Millipore will pay a 10% commission on the net cash proceeds to Millipore
from the sale or other disposition of the "Business" (see definition below).
"Net cash proceeds" shall mean the proceeds received by Millipore, in the
form of cash or immediately marketable securities, from the sale or other
disposition of the "Business", reduced by the amount of cash advanced by
Millipore to the "Business" between December 1, 1993 and the closing date of
such sale or other disposition, further reduced by transactional costs. In
the event that the "Business" is included as part of a transaction involving
the sale of the Waters Chromatography Division, then "Net cash proceeds" will
be construed to equal $20,000,000 for purposes of calculating the commission
payment, or a reasonable amount less than $20,000,000 if some but not all
assets assigned to the "Business" are included in such a transaction.
It is agreed that commission payments will be distributed according to the
table below, in part to you personally and in part to a pool (the "pool") for
the benefit of other employees of the "Business". You will determine, with
the prior approval of Geoffrey Nunes, the list of your colleagues who are
employed in the "Business" who will participate in the pool.
To JTJ To Pool
On the first $20,000,000 of net cash proceeds 5.0% 5.0%
On the next $10,000,000 of net cash proceeds 0.0% 10.0%
On net cash proceeds in excess of $30,000,000 5.0% 5.0%
Commission payments to you will be made on or within thirty days following
the closing date of the sale or other disposition of the "Business".
Payments from the pool to participating employees will be offset against any
retention bonuses agreed to by Millipore in their cases. If, when all
retention bonuses for pool participants have been funded from pool proceeds,
there are excess proceeds remaining in the pool ("excess proceeds"), then
such excess proceeds will be distributed to participants within thirty days
following the final accounting thereof. Should you and Geoffrey Nunes decide
to include one or more individuals as participants in the pool who are not
entitled to retention bonuses, an amount of money ("non-bonus credits") will
be included for their benefit along with other participants' retention
bonuses in determining the divisor used to calculate individual participant's
percentage shares of excess proceeds. Each participant's share will be
determined as follows: participant's retention bonus or non-bonus credits
divided by the sum of retention bonuses and non-bonus credits for all partici
pants, expressed as a percent and multiplied by the total of excess proceeds.
Only Millipore employees in good standing the closing date will be eligible
to share in these commission payments.
Last Paragraph
As used above, "Business" shall mean that entity to be called Biosearch
comprised of the existing biosynthesis business, the existing ConSep/MemSep
business, and the proposed Time of Flight business, and any other businesses
which John Gilmartin agrees to add.
/s/Jack T. Johansen
Proposal - Jack T. Johansen 11-11-93
A. Severance:
Should your employment by Millipore cease for whatever reason (except
termination for cause) at any time during the period from the date of this
agreement until two years thereafter, you will be entitled to:
1. An amount equal to two times your then current annual salary, paid in a
lump sum on the effective date of termination (the "Termination Date"), if
your separation from Millipore is in conjunction with your assuming a full-
time position in a Business (as defined below) that has been spun off from,
or disposed of by, Millipore. Otherwise, you will be engaged as a consultant
to Millipore, at your then current salary for a period of 24 months from and
after the Termination Date (the "Consulting Period"). The amount of
consultation required of you will not interfere with your full time
engagement in pursuit of other business activities generally or in the
conduct of a full scale job search.
2. During the Consulting Period we will provide you with all of your
existing medical and insurance benefits (excluding short-term disability).
Although you will not be eligible to participate in Millipore's Cash Profit
Sharing Plan (or its replacement) during the Consulting Period, you will be
eligible to participate in contributions allocated under the Participation
Plan for such period. You will also be provided with the services of an
outplacement firm at Millipore's sole expense.
3. If your separation from Millipore is in conjunction with your assuming a
full-time position in a Business that has been spun off from, or disposed of
by, Millipore, Millipore Management will recommend to the Board of Directors
that the vesting schedule for all stock options held by you be accelerated to
the effective date of such spin off or disposition and that all restrictions
on restricted shares be waived as of that date. You will then be allowed 12
months from that date to exercise any or all stock options.
If your separation from Millipore does not involve your assuming a full-time
position in a Business spun off from, or disposed of by, Millipore, then the
vesting of your stock options and maturing of restrictions on your restricted
stock will continue during the Consulting Period, and you will be allowed to
exercise any or all vested options during that time.
You will continue to participate in Millipore's stock option distributions
during the period prior to your separation in a business as usual fashion.
B. Commission on Sale of Businesses:
Millipore will pay a commission on the net cash proceeds to Millipore from
the sale or other disposition of Bioscience assets under your management.
"Net cash proceeds" shall mean the proceeds received by Millipore, in the
form of cash or immediately marketable securities, of a sale(s) or other
disposition, reduced by the amount of cash advanced by Millipore to the
Business(es) in question between December 1, 1993 and the closing date(s) of
such sale or other disposition (each, a "Closing Date") and further reduced
by transactional costs. In the event that the Bioscience assets under your
management are included as part of a transaction involving the sale of the
Waters Chromatography Division, then "Net cash proceeds" will be construed to
equal $20,000,000 for purposes of calculating the commission payment, or a
reasonable amount less than $20,000,000 if some but not all Bioscience assets
under your management are included in such a transaction.
The following commission schedule will apply. The commission will be payable
on the respective Closing Date. It is understood that 50% of such commission
amounts will be distributed to you personally while the remaining 50% will be
distributed to a group of your senior colleagues employed in the business.
Such payments to your senior colleagues will be offset against any retention
bonuses that may be agreed to by Millipore in their cases. You will
determine, with the prior approval of John Gilmartin, the list of such senior
colleagues. Only Millipore employees in good standing on a Closing Date will
be eligible to share in these commission payments.
On the first $10,000,000 of net cash proceeds 10.0%
On the second $10,000,000 of net cash proceeds 7.5%
On the third $10,000,000 of net cash proceeds 5.0%
On net cash proceeds in excess of $30,000,000 2.5%
C. Additional Consideration:
For your part, and as additional consideration for the incentives and
benefits set forth above, if the Board of Directors determines to pursue the
courses of action contemplated herein, you agree as follows:
1) As of a date to be agreed among you, John Gilmartin, and Geoff Woodard, to
assume executive and operating responsibility for the "Business";
2) To structure the "Business" for divestiture;
3) To develop with Millipore's investment bankers, its other independent
advisors, and its Deal Coordinator, appropriate sell book(s) or other
offering documents;
4) To coordinate all selling activities with, and cooperate in whatever
support activities may reasonably be required by, Millipore's investment
bankers, its other independent advisors, and its Deal Coordinator, in
satisfying the information needs of prospective investors; and
5) To use your good faith efforts to operate the Business until the
Termination Date (or until the earlier sale or other disposition of the
Business) in a manner so as to ensure that the Business sold, or
otherwise disposed of on a Closing Date, is structured, resourced, and
performing as represented during negotiations, except that you will not
be responsible for any representations made by the Deal Coordinator or
other representative of Millipore to third parties without your
knowledge and consent thereof.
As used above, "Business" shall mean, individually and collectively, those
portions of Millipore's Bioscience businesses as agreed to by you and Geoff
Woodard with John Gilmartin's approval.
/s/Jack T. Johansen
November 5, 1993
Mr. Douglas A. Berthiaume
Waters Chromatography Division of
Millipore Corporation
34 Maple Street
Milford, MA 01757
Dear Mr. Berthiaume:
As you know, Millipore Corporation is contemplating the sale or other
disposition of The Waters Chromatography Division. Respecting that this
course creates an uncertain future for individual members of the WCD
management team and challenges them as a group to extraordinarily high levels
of professionalism and exertion during the period leading up to the
completion of a transaction, the incentive compensation arrangements and
other considerations described below will be effective immediately upon
Millipore's Board of Director's final approval of Management's proposal to
divest The Waters Chromatography Division.
Incentive Compensation:
As a participating WCD management team member, you will share in the proceeds
of the incentive pools described below. You must be a Millipore employee at
the closing date or have been terminated other than for cause to be eligible
to participate and share in the incentive pools.
Successful Transaction Incentive:
Subject only upon (B) below.
(A) Millipore will pay you as your share of a Successful Transaction
Incentive Pool 27% of a total pool of $5 million if you remain in the employ
of the business for a period of six months subsequent to the closing date or
earlier when and if terminated by the new owner.
(B) If in the judgment of Douglas Berthiaume, it proves necessary to expand
participation in the Successful Transaction Pool beyond the currently
contemplated nine (9) participants, then the amount payable in (A) can be
reduced as follows.
1. The first expanded participation beyond the current nine (9)
participants (Berthiaume, Feller, Taymor, Payne, Caputo, Nelson, Russo, Mazar
and Petyt) will require Douglas Berthiaume's Successful Transaction Incentive
to be reduced by up to $350,000.00. If further expanded participation is
required, then all participants with the exception of Gerard Petyt and
Douglas Berthiaume will have their incentive reduced equally to fund the
increased participation. Douglas Berthiaume's incentive will be reduced a
further $2.00 for each $1.00 reduction by the other participants. In no
event will this condition operate to reduce the Successful Transaction
Incentive to Feller, Caputo, Taymor, Nelson, Mazar, Russo and Payne below
$400,000.00.
Price-Based Incentive Pool 1:
Subject only to (B) below.
(A) Millipore will pay you as your share of a "Price-Based Incentive" Pool,
no later than thirty (30) days following the closing date, 28% of a total
pool calculated by subtracting $325 million from the actual sales price of
Waters Chromatography Division or $375 million, whichever is lower, and
multiplying the difference by 10%.
(B) If in the judgment of Douglas Berthiaume, it proves necessary to expand
participation in the Price Based Incentive beyond the currently contemplated
nine (9) participants, then the amount payable in (A) can be reduced as
follows:
1. The first expanded participation beyond the current nine participants
(Berthiaume, Feller, Taymor, Payne, Caputo, Nelson, Russo, Mazar and Petyt)
will require Douglas Berthiaume's Price Based Incentive to be reduced by up
to 25%. If further expanded participation is required, then all participants
with the exception of Gerard Petyt and Douglas Berthiaume will have their
incentive reduced equally to fund the increased participation. Douglas
Berthiaume's incentive will be reduced a further $2.00 for each $1.00
reduction by the other participants. In no event will this condition operate
to reduce the Price Based Incentive to Feller, Caputo, Taymor, Nelson, Russo
and Payne by more than 20% should they otherwise qualify under (A).
Price-Based Incentive Pool 2:
Millipore will pay into a separate pool (Price-Based Incentive Pool #2), no
later than 30 days following the closing date one-tenth (10%) of the amount
by which the actual selling price or $425,000,000, whichever is lower,
exceeds $375,000,000. This pool will be distributed to participating WCD
Management Team Members based solely on the judgment of Douglas Berthiaume.
Stock Options and Restricted Shares:
As a WCD management team member employed in good standing on the closing
date, Millipore Management will recommend to the Board of Directors that the
vesting schedule for all stock options held by you be accelerated to the
closing date and that all restrictions on restricted shares be waived as of
that date. You will be allowed twelve months from the closing date to
exercise any or all stock options. WCD managers and key employees will
participate in Millipore's stock option and restricted stock distributions
for 1993 in a business as usual fashion.
Severance Benefits:
As a WCD management team member, if you are involuntarily separated from the
company prior to the close, you will be afforded severance benefits (or not,
should they be terminated for cause) according to the customary policies and
practice of Millipore Corporation. WCD management team members whose
services are required by the new owner following the closing date will not be
eligible for severance benefits from Millipore Corporation. However,
Millipore Management will use its best efforts to ensure that the new owner
will provide reasonable severance provision should employment be terminated
after the closing date.
Change in Scope of the Transaction:
If, prior to the closing date, the Board of Directors decides to pursue a
transaction materially different from that contemplated here, this agreement
will be voided and WCD management team members covered by this agreement will
receive retention and other transaction-related rewards no less lucrative
than those
afforded other Millipore managers and key employees involved in that
transaction.
Possible Longer Time to Transition:
In weighing the relative merits of alternative offers to acquire the
business to be divested, Millipore Management will take into account the
financial (and other) advantages of a divestiture which provides for
continued sharing of space, organizations and other assets, subsequent to a
closing.
For your part and as additional consideration for the incentive compensation
set forth above, you agree to apply your best efforts to:
1. Structure the business for sale as a stand-alone concern.
2. Develop with the investment bankers a sell book that attractively and
fairly describes the business we are selling.
3. Coordinate all selling efforts with and cooperate in whatever support
activities may be required by Millipore's investment bankers.
4. Operate the WCD business for the period 4Q93 through the closing date
in a manner so as to ensure that the business actually delivered to the new
owner is structured, resourced, and performing as represented during
negotiations.
/s/Douglas A. Berthiaume
/s/John A. Gilmartin
