Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Millipore Corporation
(Exact name of registrant as specified in charter)
Massachusetts 04-2170233
(State or other jurisdiction of incorporation or organization) (IRS
Employer Identification Number)
80 Ashby Road, Bedford, Massachusetts 01730
(Address of Principal Executive Offices) (Zip Code)
MILLIPORE CORPORATION
1995 Employees' Stock Purchase Plan
(Full title of the plans)
Geoffrey Nunes, Esquire
Millipore Corporation
80 Ashby Road
Bedford, Massachusetts 01730
(617) 275-9200
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title Of Proposed Proposed
Securities Amount To Be Maximum Maximum Amount
To Be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share Price
Common 200,000 $61.375 $12,275,000.00* $4,233.00
Stock Shares
$1.00 Par
Value
* Pursuant to Rule 457(h)(l), the maximum aggregate offering price and the
computation of the registration fee has been calculated upon the basis of the
price at which the options may be exercised.
Pursuant to General Instruction E of Form S-8, this Registration Statement
relates to 200,000 additional shares of Common Stock of the Registrant to be
issued pursuant to the 1995 Employees' Stock Purchase Plan. The Registrant
hereby incorporates by reference the earlier registration statements filed
under SEC file no. 0-1052 and bearing the Registration Statement Number 2-
91432.
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P R O S P E C T U S
MILLIPORE CORPORATION
80 Ashby Road
Bedford, Massachusetts 01730
1995 EMPLOYEES' STOCK PURCHASE PLAN
200,000 SHARES
COMMON STOCK
($1.00 PAR VALUE)
This Employees' Stock Purchase Plan Booklet provides information on shares of
the Common Stock, $1.00 par value (the "Common Stock") of Millipore
Corporation which may, from time to time, be offered and sold to employees of
Millipore Corporation (the "Corporation") and its subsidiaries under the
Millipore Corporation Employees' Stock Purchase Plan (the "Purchase Plan")
described herein.
The Company's Common Stock is traded on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR 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 2, 1995
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TABLE OF CONTENTS
PAGE
INTRODUCTION 3
QUESTIONS AND ANSWERS ABOUT THE PURCHASE PLAN
- Participation in the Plan (Questions 1-3) 4
- Purchase of Shares (Questions 4-11) 5
- Payment for Shares (Questions 12-15) 7
- Sale of Shares (Questions 16-17) 8
- Administration of the Purchase Plan
(Questions 18-22) 9
- Amendment and Termination (Questions 23-24) 10
ERISA AND FEDERAL TAX ASPECTS OF THE PURCHASE PLAN 11
INDEMNIFICATION 12
LEGAL MATTERS 12
EXPERTS 12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 13
EXHIBIT A - TEXT OF THE PURCHASE PLAN A-1
ADDITIONAL INFORMATION
This Employees' Stock Purchase Plan Booklet does not contain all of the
information set forth in the Registration Statement filed by Millipore
Corporation with the Securities and Exchange Commission in Washington, D.C.
For further information with respect to the Corporation, the Purchase Plan
and the Common Stock offered under the Purchase Plan, reference is made to
the information set forth in the Registration Statement including the
exhibits filed therewith. Additional updating information with respect to
the Common Stock may be provided in the future to Plan participants.
Millipore is subject to the informational reporting require-ments of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission. Copies of
all such reports, proxy statements and other information filed by Millipore
with the Securities and Exchange Commission may be inspected and copied at
the Public Reference Room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of all such material may also be obtained
through the Public Reference Section of the Securities and Exchange
Commission, Washington, D.C. 20549 at the prescribed rates.
Millipore will, upon written or oral request directed to the Office of
the General Counsel, at Millipore's executive offices, 80 Ashby Road,
Bedford, MA 01730 (617) 275-9200, furnish promptly and without charge to any
employee participating in the Plan a copy of Millipore's Annual Report to
Stockholders for its last fiscal year as well as any of the other information
referred to under the caption "Incorporation of Certain Documents by
Reference" appearing infra.
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INTRODUCTION
Millipore Corporation (the "Corporation") is a corporation organized
under the laws of the Commonwealth of Massachusetts with its principal
executive offices located at 80 Ashby Road, Bedford, Massachusetts 01730.
The Corporation's telephone number is: (617) 275-9200. The Corporation has
a number of domestic and foreign subsidiaries, all of which are wholly owned.
The Corporation has traditionally maintained in effect an Employees'
Stock Purchase Plan for the benefit of all employees (as that term is defined
in Section 423 of the Internal Revenue Code of 1986 (the "Code")) of direct
and indirect wholly-owned subsidiaries of the Corporation who meet specified
eligibility requirements. The most recent plan, the 1984 Purchase Plan,
expires on April 30, 1995.
Management believes that affording eligible employees the opportunity to
acquire shares of Millipore Common Stock through an Employees' Stock Purchase
Plan will continue to provide employees with a performance incentive and
encourage employee identification with Millipore's long-term goals.
Therefore, Millipore's Board of Directors adopted a new Millipore Corporation
1995 Employees Stock Purchase Plan (the "Purchase Plan") on February 9, 1995,
subject to Stockholder approval at the 1995 Annual Meeting.
The Purchase Plan is intended to meet the requirements of the Code
relating to employee stock purchase plans. An aggregate of 200,000 shares of
Common Stock are reserved for issuance under the Purchase Plan.
The purpose of the Purchase Plan is to give employees of the Corporation
and its subsidiaries a continuing opportunity, by means of payroll
deductions, to purchase shares of the Corporation's Common Stock, $1.00 par
value per share (the "Common Stock") through a series of annual offerings of
shares. The Corporation believes that affording eligible employees the
opportunity to acquire shares of Common Stock through the Purchase Plan will
act as a performance incentive, will encourage employee identification with
the Corporation's long term goals and will help the Corporation attract and
retain competent personnel.
Eligible employees on the date of offering, May 1 of each year (the
"Offering Date") may purchase Common Stock through payroll deductions.
Purchases under the Purchase Plan may not exceed 25% of annual base pay and
are limited to authorized payroll deductions only, which are also limited to
25% of monthly base pay. An additional limitation restricts the total fair
market value (determined as of the Offering Date) of all shares which can be
purchased by an employee in one year to $25,000. All those shares which are
not purchased in any Purchase Plan year expire as to that particular employee
but remain in the Purchase Plan for subsequent years. Officers and employee
Directors of the Corporation participate in the Purchase Plan on the same
basis as other employees.
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The price for a share of Common Stock under the Purchase Plan is 100% of
the fair market value on the Offering Date or on the last day of the calendar
month during which the employee has accumulated enough in his account to buy
the share - whichever price is lower. The full text of the Purchase Plan
appears at the end of this booklet as Exhibit A. The following explanatory
material is intended to help you better understand its provisions. In the
event of a contradiction between the following description and the terms of
the Purchase Plan, the latter shall govern.
QUESTIONS AND ANSWERS ABOUT THE PURCHASE PLAN
PARTICIPATION IN THE PURCHASE PLAN
1. Am I eligible?
As a general rule, if you have been a regular employee of the Corporation
and/or any of its subsidiaries continuously for at least ninety days on the
Offering Date (May 1 of each year), you are eligible to participate during
the annual purchase period, commencing with that Offering Date. Eligible
employees receive annual notification of eligibility to participate in the
Purchase Plan which will include the grant of a purchase right ("purchase
right") to purchase a specified number of shares of Common Stock under the
Purchase Plan together with other materials related to participation.
2. How may I participate?
Shares of Common Stock are offered under the Purchase Plan in a series of
annual offerings for a twelve month purchase period commencing May 1 of each
year (a "Purchase Period"). If you wish to participate in the Purchase Plan
during a Purchase Period, you must use the interactive telephone system
("Benefits Express'd 2001") to enroll. A confirmation of your enrollment and
a Smith Barney Shearson account signature card will be sent to you provided
you do not already have an account with Smith Barney Shearson. If you are
unable to use Benefits Express'd 2001, please contact your Benefits
Administrator. If you participated in the plan in prior years, you already
have an account with Smith Barney Shearson and do not need to complete a new
signature card. However, you must enroll through Benefits Express'd 2001 in
order to participate in the Plan during the current Purchase Period. Your
deduction election (a percentage of your earnings) will be transmitted to
your Payroll Department and, to the extent possible, deductions will begin
with the next pay period. If you are unable to use Benefits Express'd 2001,
please contact your Benefits Administrator.
It is your responsibility to ensure that your Payroll Department is properly
carrying out your instructions. You should regularly examine the statement
of earnings and deductions which is issued with your paycheck to verify that
your instructions are being followed. Any discrepancy should be promptly
reported to your Payroll Department.
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3. What if my employment ends?
If your employment with the Corporation or its subsidiaries ends for any
reason other than your death, you shall have the right to exercise any
unexercised portion of your purchase right under the Purchase Plan within
three months after your termination of employment.
The Purchase Plan Committee (see question 18 below), unless overruled by the
Board of Directors, shall determine whether an authorized leave of absence
for military or governmental service shall constitute a termination of
employment.
If you should die during or within three months following the termination of
your employment and shall not have fully exercised a purchase right, the
purchase right may be exercised within six months after your death or within
27 months after the date of grant, whichever date comes later, by your
executors, administrators or the person who acquired the purchase right
directly from you by bequest or inheritance.
PURCHASE OF SHARES
4. How do I purchase shares?
Amounts you have authorized to be deducted from your earnings are accumulated
in a separate account kept for you with respect to each Purchase Period and
are totaled on the last day of each calendar month. On that day, the
purchase price is charged against your account, and the number of whole as
well as fractional shares that you purchased that month is determined.
Approximately 10 business days following the last day of each quarter of the
Purchase Plan year (July 31, October 31, January 31, and April 30), the
shares purchased through your payroll deductions during the preceding quarter
are credited to a special brokerage account for you at Smith Barney Shearson.
While you are a participant in an offering under the Purchase Plan, you will
be deemed to exercise your purchase right to the fullest extent possible as
of the last day of each calendar month. No interest will be credited to your
account for any funds held under the Purchase Plan.
All accounts will be maintained in U.S. Dollars. Amounts withheld in
currencies other than U.S. dollars will be promptly transferred to the United
States, converted to U.S. Dollars and credited to a participant's account.
The exchange rate at which each conversion is made will be the rate in effect
on the last day of each preceding month as quoted by The Wall Street Journal.
You will have no rights or privileges as a Millipore stockholder with respect
to shares purchased under the Purchase Plan until one or more whole shares
have been credited to your account at Smith Barney Shearson. Purchase of
shares under a purchase right may be made only during the 12 month Purchase
Period to which such purchase right relates.
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5. Can I open a joint account with Smith Barney Shearson under the Purchase
Plan?
Your account may be opened either in your name or jointly in your name and
the name of a member of your family with right of survivorship. If you are a
resident of a jurisdiction that does not recognize such a joint tenancy you
may have the account opened in your name as a tenant in common with a member
of your family, without right of survivorship. To change your account from
single to joint ownership or vice versa you will need to contact Smith Barney
Shearson directly for information and appropriate forms.
NOTE: It requires consent of all parties to a joint account to conduct
transactions concerning the shares held in joint names.
It is your responsibility to keep the address on your account current. You
can do this by completing and forwarding a Transaction Order Form to Smith
Barney Shearson.
6. When will I receive certificates for the shares I purchase under the
Purchase Plan?
Shares purchased under the Purchase Plan are retained on your behalf by Smith
Barney Shearson. If you wish, you may automatically receive a certificate
for the whole shares in your account at the end of each quarter by completing
a Transaction Order Form and submitting it to your Human Resources
department. The certificate will be issued to you within 20 working days
following the last day of each quarter of the Purchase Period. You may also
request a certificate for a portion or all of the whole shares in your share
balance at any time by completing and forwarding a Transaction Order Form
directly to Smith Barney Shearson. Unless you instruct Smith Barney Shearson
otherwise, certificates will be registered in the same name (or names) and
with the same address that appears on your Smith Barney Shearson account.
7. How many shares may I purchase under the Purchase Plan?
The maximum number of shares of Common Stock that you may purchase pursuant
to your purchase right is computed as a uniform fixed number of shares, as
specified in each offering, for each $1,000 and each fraction thereof of
total compensation earned by you from the Corporation and its subsidiaries
during the calendar year immediately preceding the Offering Date. For
eligible employees who have completed less than one year of service with the
Corporation and its subsidiaries on the Offering Date, total compensation
shall be deemed to be the employee's annual earnings based on the rate of pay
approximately 30 days prior to the beginning of the current Purchase Period.
The number of shares to be offered to any employee paid in currencies other
than U.S. Dollars shall be determined by converting the total compensation
paid into dollars using the exchange rate quoted in The Wall Street Journal
in effect on December 31 of the preceding year. No employee will be granted
a purchase right under the Purchase Plan which would accrue at a rate which,
for any one calendar year, exceeds $25,000 of fair market value of Common
Stock at the time of grant.
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8. How much will a share cost?
The price you pay for a share of Common Stock purchased under the Purchase
Plan is the lower of:
100% of the fair market value on May 1, the Offering Date (the "Offering
Price"); or
100% of the fair market value on the last day of the calendar month
during the offering in which you have sufficient funds in your account
to purchase one or more whole shares (the "Alternative Offering Price")
The Offering Price is the most you pay for any share under a particular
offering.
The Alternative Offering Price is computed as of the last day of each
calendar month during the Purchase Period and fluctuates with the market
price of the Corporation's Common Stock.
9. How is fair market value determined?
The fair market value of the Common Stock is determined as of any given date
by the closing price of the Common Stock as reported on the New York Stock
Exchange.
10. Will I receive dividends?
While shares are in your Smith Barney Shearson account, cash dividends will
be automatically reinvested into additional shares of Millipore Corporation
Common Stock and your account will be credited with both whole and fractional
shares. If you prefer to receive your dividends in cash, you should contact
Smith Barney Shearson directly.
11. What is the effect of a stock split or a stock dividend?
In the event of a stock split or a stock dividend of 10% or more, the number
of shares of Common Stock reserved or authorized to be reserved under the
Purchase Plan will be increased proportionately, the Offering Price per share
will be reduced proportionately and any other adjustments will be made which
the Committee or Board of Directors deems equitable. In the event of any
other change affecting the Corporation's Common Stock, the Board of Directors
will make such adjustments it deems equitable.
PAYMENT BY PAYROLL DEDUCTION
12. How do I pay for shares?
Shares of Common Stock purchased under the Purchase Plan by employees must be
paid for by authorized payroll deductions. Purchases of shares under the
Purchase Plan after an employee's death or other termination of employment
must be paid in full in cash prior to the effective date of such purchase.
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13. What amount may I have deducted?
The maximum Purchase Period payroll deduction which you may authorize is 25%
of your total compensation during the Purchase Period specified in the
offering or that part of the Purchase Period during which you elect to
participate, whichever is less.
In addition, your monthly deduction may not exceed 25% of your monthly base
pay. The minimum deduction is that percentage of your rate of pay at the
time of authorization of the deduction which will enable you to save the
Offering Price of one share of Common Stock by the end of that Purchase
Period. Payroll deductions must be specified in terms of a fixed percentage
for each applicable pay period.
14. When may I change the amount of my payroll deductions?
You may increase or decrease your payroll deduction at any time by calling
Benefits Express'd 2001; however, a payroll deduction may be increased only
once and reduced only once during any Purchase Period. The change may not
take effect sooner than the next pay period following your election.
15. May I withdraw the funds accumulated in my account?
You may at any time and for any reason permanently draw out the uninvested
balance accumulated in your account and thereby withdraw from participation
in an offering. Each month's deductions are deemed to have been invested as
of the last day of the month. If you withdraw from a Purchase Period, you
may re-enter only once during the same Purchase Period.
Partial withdrawals are not permitted.
SALE OF SHARES
16. When may I sell my shares?
There are no restrictions on resale imposed by the Purchase Plan. You are
free to sell the shares of Common Stock credited to your Smith Barney
Shearson account or for which you hold the certificates at any time on the
open market, through a broker of your choice. For information on the federal
tax liability associated with the sale of Common Stock acquired under the
Purchase Plan, see "ERISA and Federal Tax aspects of the Purchase Plan"
below. In addition, there are certain restrictions on resale imposed by
regulations promulgated by the Securities and Exchange Commission on sales by
officers, directors and certain other shareholders as well as any employee
who is in possession of "inside information".
17. How can my rights under the Purchase Plan be transferred?
You may not transfer your rights under the Purchase Plan other than by will
or by the laws of descent and distribution. During your lifetime, only you
may exercise any purchase right under the Purchase Plan granted to you as a
participating employee. An employee may not create any lien against any
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funds or shares held in his account under the Purchase Plan.
ADMINISTRATION OF THE PURCHASE PLAN
18. How is the Purchase Plan administered?
The Purchase Plan is administered by a Committee appointed by the
Corporation's Board of Directors. The Committee consists of no fewer than
three members, some or all of whom may but need not be Directors. The Board
of Directors may from time to time add members to, remove members from, or
fill vacancies on the Committee. The term of office of the Committee members
is at the discretion of the Board of Directors.
The Committee acts by a majority vote of the members present at a meeting or
by a document signed by a majority of the members.
The Committee's determinations as to the interpretation and construction of
the Purchase Plan or any purchase right granted under the Purchase Plan are
final unless otherwise determined by the Board of Directors. Committee
members may participate in the Purchase Plan.
The Committee administering the Plan currently consists of Evon Beland,
Jeffrey Gard and Patricia Powers. All of the members of the Committee are
Millipore employees; none of the members is a Director of Millipore. The
Committee's address is c/o Millipore Corporation, 80 Ashby Road, Bedford,
Massachusetts 01730. The Committee is paid no compensation from the assets
of the Purchase Plan.
19. What reports will I receive?
Within 15 working days after the end of each Purchase Period quarter, you
will receive a Confirmation Statement from Smith Barney Shearson. The
Statement will show the amount of your payroll deductions less any
withdrawals; the Purchase Price; the number of shares purchased for the
period; your previous share balance and the present share balance in your
account. If the Purchase Price varies within a Purchase Period quarter (that
is, the Alternative Offering Price for one or more months within the quarter
was lower than the Offering Price), you will receive multiple statements.
You will also receive a Confirmation Statement each time there is a
transaction (including the payment of dividends) which affects your account.
It is your responsibility to examine the statements. Should you have any
questions or concerns regarding the number of shares held in your account
under the Purchase Plan you should contact the Corporate Compensation &
Benefits Department. If you have any other questions concerning the activity
in your share account, you should contact Smith Barney Shearson directly.
NOTE: The Confirmation Statements are the only records you will receive that
record the cost basis of the shares purchased by you under the Purchase Plan.
Therefore, it is your responsibility to retain the Statements for income tax
purposes.
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You will receive an Internal Revenue Service Form 1099 in January of each
year from Smith Barney Shearson reporting any dividends that were paid to
your account during the prior calendar year.
If you sell any of the shares in your account, Smith Barney Shearson will
also send you a Form 1099 for the calendar year in which the sale was made,
reporting the gross proceeds you received for the sale.
You may request from Smith Barney Shearson a complete Statement of Account
showing all the activity in your account.
20. Where do the shares come from?
The shares of Common Stock which you purchase under the Purchase Plan are
shares of the Corporation's authorized but unissued or reacquired Common
Stock. There are no fees or other charges related to your purchase under the
Purchase Plan.
21. How does the Corporation use the funds?
All funds received by the Corporation with respect to purchases under the
Purchase Plan may be used for any corporate purpose.
22. Where can I get more information?
Most questions can be answered by your Human Resources Department. Any
unanswered questions should be brought to the attention of the Purchase Plan
Committee.
AMENDMENT AND TERMINATION
23. Can the Purchase Plan be amended?
The Board of Directors may at any time amend the Purchase Plan in any
respect, except that no amendment increasing or decreasing the number of
shares of Common Stock to be reserved under the Purchase Plan or decreasing
the purchase price per share (other than as discussed in the answer to
question 11 above) may be made without the approval of the Corporation's
stockholders.
24. When does the Purchase Plan end?
The Purchase Plan and all rights of employees under any offering may be
terminated at any time by the Board of Directors and will end automatically
if and when participating employees exercise purchase rights to purchase a
number of shares of Common Stock equal to or greater than the number of
shares remaining available for purchase under the Purchase Plan. In that
event the Committee will allocate the available shares among the
participating employees in an equitable manner. The aggregate number of
shares which may be purchased under all purchase rights granted under the
Purchase Plan shall not exceed 200,000 shares of Common Stock.
In no event may the final Purchase Period extend beyond 2005.
Upon termination of the Purchase Plan, any balance in your account will be
promptly refunded.
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ERISA AND FEDERAL TAX ASPECTS OF THE PURCHASE PLAN
The following summary describes the Corporation's understanding as to certain
features of present Federal income tax law as they apply to individual
employees participating in the Purchase Plan and to the Corporation as a
result thereof; this should not be viewed as a definitive statement of
Federal tax law or a substitute for individual tax planning.
The Corporation believes that the Purchase Plan is not subject to the
provisions of The Employee Retirement Income Security Act of 1974.
The Purchase Plan is intended to be an employee stock purchase plan as
defined in Section 423 of the Internal Revenue Code of 1986 (a "Section 423
Plan").
As a general matter, an employee who remains in the employ of the Corporation
and holds shares of Common Stock acquired under the Purchase Plan will not
realize any taxable income upon the grant of a purchase right or upon the
exercise of that right.
The employee's basis for determining gain or loss on subsequent sales of such
shares of Common Stock will be the difference between the purchase price paid
for the shares and the sale price of the shares. In general, any gain
realized upon the sale of such shares will be taxed at either the
individual's marginal federal tax rate (in 1995 these tax rates range from
15% to 39.6% depending on the individual's taxable income) or at the federal
capital gains tax rate (in 1995 this rate is 28%) depending on how long the
employee holds the shares after the purchase date. If the shares purchased
through the Purchase Plan are held for BOTH of the following time periods,
then any gain realized upon the sale of the shares will be taxed at a federal
tax rate no greater than the capital gains tax rate: The two holding periods
that must be met are: (1) two years from the Offering Date (May 1st of each
year); AND (2) one year from the date the shares are purchased (the purchase
date is deemed to be the last day of each month in which there are sufficient
funds in an employee's account to purchase one or more whole shares of Common
Stock). By way of example, if an employee purchases Common Stock through the
Purchase Plan at any time from May 1, 1995 through April 30, 1996, the
employee must hold that Common Stock for a minimum of two years from the May
1, 1995 Offering Date, i.e., May 1, 1997, in order to have any gain realized
upon the sale of that Common Stock subject to the federal capital gains tax
rate. If the shares are sold before May 1, 1997, any gain realized upon the
sale of the shares will be taxed at the employee's marginal federal tax rate
as ordinary income.
You should be aware that a "sale" also includes a transfer by exchange, gift
or termination of a joint tenancy where a person other than the employee
becomes sole owner; a sale does not include a pledge, or a transfer under a
will or the laws of descent or distribution.
Your income tax liability is your responsibility. This description of U.S.
Federal income tax consequences is merely to help you understand certain tax
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aspects of Section 423 plans. State tax law treatment of participation in
the Purchase Plan may differ from Federal tax provisions. Where necessary,
you should seek competent professional advice. The tax regulations of
countries other than the United States may differ substantially from the
United States regulations. Knowledge of these regulations and compliance
with them is the responsibility of the employee.
INDEMNIFICATION
The Corporation's By-Laws provide that each officer and director of the
Corporation and its subsidiaries shall be indemnified, to the full extend
permitted by law, against all liabilities and expenses arising out of
litigation and other proceedings in which he is involved because of being an
officer or director of the Corporation or a subsidiary so long as he shall
have acted in good faith in the reasonable belief that his action was in the
best interests of the Corporation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provisions, or
otherwise, the Corporation 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 indemnification against such liabilities (other than
the payment by the Corporation of expenses incurred or paid by a director,
officer or controlling person of the Corporation in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Corporation 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.
LEGAL MATTERS
Legal matters in connection with the Shares being offered under the Purchase
Plan have been passed upon for the Corporation by Geoffrey Nunes, Esquire,
Senior Vice President and General Counsel of the Corporation. As of April 1,
1995 Mr. Nunes owned 36,500 shares of Millipore Common Stock and held options
to acquire an aggregate of 85,393 Millipore shares at an average per share
exercise price of $36.44.
EXPERTS
The consolidated financial statements of the Corporation and its subsidiaries
included in the Corporation's most recent Annual Report to Stockholders which
are incorporated herein by reference, have been
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examined by Coopers & Lybrand L.L.P., independent certified public
accountants, to the extent and for the periods indicated in their report.
Such financial statements have been included herein through such
incorporation in reliance upon the report of said firm and upon the authority
of said firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference the documents listed below
and further states that all documents subsequently filed by it pursuant to
Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that
all securities have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part thereof from the date of filing of such documents:
(a) Millipore's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act subsequent to the filing of Millipore's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
(c) The description of Millipore's Common Stock set forth in response
to Item 1 of Millipore's Form 8-A Registration Statement under the Securities
Exchange Act of 1934, filed May 13, 1965, as most recently revised by
Millipore's Annual Report on Form 10-K for the fiscal year ended December 31,
1994.
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Exhibit A
MILLIPORE CORPORATION
1995 EMPLOYEES' STOCK PURCHASE PLAN
The purpose of the Millipore Corporation 1995 Employees' Stock Purchase
Plan (the "Plan") is to provide employees of Millipore Corporation (the
"Corporation") and its subsidiary corporations a continuing opportunity to
purchase the Corporation's Common Stock (the "Common Stock") through annual
offerings. Two hundred thousand (200,000) authorized but unissued or
treasury shares of Common Stock in the aggregate may from time to time be
reserved for this purpose by the Board of Directors of the Corporation. It
is intended that this Plan shall constitute an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986 (the
"Code"). The provisions of the Plan shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.
1. Administration. The Plan shall be administered by a committee
appointed by the Board of Directors of the Corporation (the "Committee").
The Committee shall consist of no fewer than three members, some or all of
whom may but need not be members of the Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies of the Committee, however caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may
determine. Actions pursuant to the affirmative vote of a majority of the
members of the Committee present at any meeting or pursuant to the written
consent of a majority of the members of the Committee shall be valid action
of the Committee. The interpretation and construction by the Committee of
any provision of the Plan or of any option granted under it shall be final
unless otherwise determined by the Board of Directors. No member of the
Board of Directors or of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option
granted under it.
2. Definitions. In addition to the definitions provided elsewhere in
this Plan, the following terms shall have the meanings set forth below:
"Date of Offering" shall be the first day of May in each year.
"Parent corporation" and "subsidiary corporation" shall have the
meanings set forth in Section 425(c) and (f) of the Code.
<PAGE>
"Total compensation" means an employee's regular straight time earnings,
including payments for overtime, shift premium, incentive compensation,
bonuses, and other special payments.
"Working Day" means a day other than a Saturday, Sunday or scheduled
holiday.
3. Eligibility. All employees of the Corporation and its subsidiaries
who have been continuously employed by the Corporation and/or any of its
subsidiaries for ninety days shall be granted purchase rights under the Plan
to purchase Common Stock. Each eligible employee shall be granted a purchase
right effective on the next succeeding Date of Offering. In no event may an
employee be granted a purchase right if such employee, immediately after the
purchase right is granted, owns stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the
Corporation or of its parent corporation or subsidiary corporation. For
purposes of determining stock ownership under this paragraph, Section 424(d)
of the Code shall apply and stock which the employee may purchase under the
outstanding options shall be treated as stock owned by the employee. For
purposes of this Section 3, the term "employee" shall not include an employee
whose customary employment is not more than five (5) months in any calendar
year.
4. Offerings. The Corporation will make one annual offering to
employees to purchase stock under the Plan. The terms and conditions for the
offering shall define the duration of the offering and shall specify the
amount of stock that may be purchased thereunder. The fixed term of any
offering shall include a Purchase Period of 12 months duration commencing
with the Date of Offering. The amounts received as Total Compensation by an
employee shall constitute the measure of such employee's participation in the
offering in accordance with Section 7.
5. Accrual Limitation. No offering shall be effective to grant to any
employee a purchase right which permits his rights to purchase stock under
all "employee stock purchase plans" of the parent or any subsidiary
corporation to accrue at a rate which exceeds $25,000 of fair market value of
such stock (determined at the time such purchase right is granted) for each
calendar year in which such option is outstanding at any time.
For purposes of this paragraph:
(A) the right to purchase stock under a purchase right accrues when the
purchase right (or any portion thereof) first becomes exercisable during the
calendar year;
(B) the right to purchase stock under a purchase right accrues at the
rate provided in the purchase right, but in no case may such rate exceed
$25,000 of the fair market value of such stock (determined at the time such
purchase right is granted) for any one calendar year; and
<PAGE>
(C) a right to purchase stock which has accrued under one purchase
right granted pursuant to the Plan may not be carried over to any other
purchase right.
6. Stock. The stock subject to the purchase rights shall be shares of
the Corporation's authorized but unissued or treasury shares. The aggregate
number of shares which may be issued under all purchase rights granted under
this Plan shall not exceed 200,000 shares of Common Stock.
7. Terms and Conditions of Purchase Rights. Purchase rights granted
pursuant to the Plan shall be in such form as the Committee may from time to
time recommend and the Board of Directors shall from time to time approve,
provided that all employees granted purchase rights shall have the same
rights and privileges (except as otherwise required by Section 5) and
provided further that such purchase rights shall comply with and be subject
to the following terms and conditions:
(a) Number of Shares. Each purchase right granted
thereunder shall provide that the grantee may purchase a uniform fixed
number of shares of Common Stock, as specified in each offering, for
each $1,000 and each fraction thereof of total compensation earned by
the employee in the employment of the Corporation and/or any of its
subsidiary corporations during the calendar year immediately preceding
the Date of Offering. Provided, however, that for eligible employees
who have completed less than one year of service on the Date of
Offering, Total Compensation shall be the employee's annual earnings
based on the rate of pay at the time of employment by Millipore and its
subsidiaries.
Furthermore, no purchase right may permit the purchase of stock in
excess of the amounts set forth in Section 5.
(b) Price. Each purchase right shall state that the price per
share shall be an amount equal to the lower of: (a) 100% of the fair
market value of each share of Common Stock on the date of the granting
of the purchase right (the "Offering Price"); or (b) 100% of the fair
market value of each share at the time of exercise (the "Alternative
Offering Price"). The fair market value shall be defined as the closing
price for the Corporation's stock on the New York Stock Exchange as
reported on the composite tape on the last business day prior to the
date on which the option was granted, or if no sale of the stock shall
have been made on the New York Stock Exchange on that day, on the next
preceding day on which there was a sale of such stock. Subject to the
foregoing the Board of Directors and the Committee shall have full
authority and discretion in fixing the price and be fully protected in
doing so.
8. Participation. An eligible employee may participate in such
offering at any time during the purchase period by making an election through
Benefits Express'd 2001. The election will authorize regular payroll
<PAGE>
deductions from the employee's compensation starting with the next paycheck
when possible.
9. Deductions. The Corporation will maintain payroll deduction
accounts for all participating employees. With respect to any offering made
under this Plan, an employee may authorize a payroll deduction up to a
maximum of 25% of his total compensation during the Purchase Period specified
in the offering or during such portion thereof as he may elect to
participate, whichever is less. As a minimum, an employee may only authorize
a payroll deduction based on his rate of pay at the time of such
authorization which will enable him by the end of the Purchase Period to
accumulate in his account an amount equal to the Offering Price for one share
of stock for that particular offering.
10. Deduction Changes. An employee may at any time increase or
decrease his or her payroll deduction by calling Benefits Express'd 2001.
The change may not become effective sooner than the next pay period. A
payroll deduction may be increased only once and reduced only once during any
Purchase Period.
11. Withdrawal of Funds. An employee may at any time and for any
reason permanently draw out the balance accumulated in his account and
thereby withdraw from participation in an offering. He may thereafter begin
participation again once during the remainder of the Purchase Period
specified in the offering. Partial withdrawals will not be permitted.
12. Purchase of Shares. As of the last day of each calendar month
during any offering, the account of each participating employee shall be
totaled and the Alternative Offering Price determined. When a participating
employee shall have sufficient funds in his account to purchase one or more
full shares at the lower of either the Offering Price or the Alternative
Offering Price as of that date, the employee shall be deemed to have
exercised his purchase rights to purchase such share or shares at such lower
price; his account shall be charged for the amount of the purchase; and
shares shall be credited to the employee's Smith Barney Shearson account
within 10 business days following July 31, October 31, January 31 and April
30 of each Purchase Plan year, for such number of shares as his payroll
deductions have purchased during the quarter ending on such dates.
Subsequent shares covered by the employee's purchase right will be purchased
in the same manner, whenever sufficient funds have again accrued in his
account. Payroll deductions may be made under each offering to the extent
authorized by the employee, subject to the maximum and minimum limitations
imposed for such offering. A separate employee account will be maintained
with respect to each offering. A participating employee may not purchase a
share under any offering beyond 12 months from the effective date thereof.
If an employee does not accumulate sufficient funds in his account to
purchase a share within 12 months, he will thereupon be deemed to have
withdrawn from the offering to the extent of the unfunded shares and the
balance of the amount in his account will be refunded.
<PAGE>
13. Registration of Certificates. Certificates will be registered only
in the name of the employee, unless the employee completes and forwards a
Transaction Order Form to Smith Barney Shearson instructing that the
certificate(s) be issued in the employee's name jointly with a member of his
or family, with right of survivorship. An employee who is a resident of a
jurisdiction which does not recognize such a joint tenancy may have
certificates registered in his or her name as tenant in common with a member
of his her family, without right of survivorship. (The Transaction Order
Forms are available from the Human Resources Department.)
14. Rights as a Stockholder. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to shares purchased
under the Plan unless and until certificates representing such full shares
have been issued.
15. Termination of Employment Except by Death. In the event that an
employee shall cease to be employed by the Corporation or by any of its
subsidiaries for any reason other than death and shall no longer be in the
employ of any of them, subject to the condition that no purchase right shall
be exercisable after the expiration of 27 months from the date it is granted,
such former employee shall have the right to exercise the purchase right at
any time within three months after such termination of employment. Whether
authorized leave of absence or absence for military or governmental service
shall constitute termination of employment for the purposes of the Plan,
shall be determined by the Committee, which determination, unless overruled
by the Board of Directors, shall be final and conclusive.
16. Death of Grantee and Transfer of Purchase Right. If an employee
shall die while in the employ of the Corporation or any of its subsidiaries
or within a period of three months after the termination of such employment
and shall not have fully exercised a purchase right, the purchase right may
be exercised (subject to the condition that no purchase right shall be
exercisable after the expiration of 27 months from the date it is granted) at
any time within six months after the grantee's death, by the executors or
administrators of the grantee or by any person or persons who shall have
acquired the purchase right directly from the grantee by bequest or
inheritance.
No purchase right shall be transferable by the grantee otherwise than by
will or by the laws of descent and distribution.
17. Purchase Rights Not Transferable. Purchase rights under this Plan
are not transferable by a participating employee other than by will or the
laws of descent and distribution, and are exercisable during the employee's
lifetime only by the employee.
18. Application of Funds. All funds received or held by the
Corporation under this Plan may be used for any corporate purpose.
<PAGE>
19. Adjustment in Case of Changes Affecting Common Stock. In the event
of subdivision of outstanding shares of Common Stock, or the payment of a
stock dividend with respect to the Common Stock of 10% or more, the number of
shares reserved or authorized to be reserved under this Plan, including
shares covered by outstanding grants to participating employees, shall be
increased proportionately, and the Offering Price for each participant at
such time reduced proportionately, and such other adjustment shall be made as
may be deemed equitable by the Committee or by the Board of Directors. In
the event of any other change affecting the Common Stock such adjustment
shall be made as may be deemed equitable by the Board of Directors to give
proper effect to such event.
20. Amendment of the Plan. The Board of Directors may at any time, or
from time to time, amend this Plan in any respect, except that no amendment
shall be made without the approval of the stockholders of the Corporation
(other than as provided in Section 19 (i) increasing or decreasing the number
of shares to be reserved under this Plan or (ii) decreasing the purchase
price per share.
21. Termination of the Plan. The Plan and all rights of employees
under any offering hereunder shall terminate:
(a) on the day that participating employees exercise purchase rights to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase. If the number of shares so purchasable is
greater than the shares remaining available, the available shares shall be
allocated by the Committee among such participating employees in such manner
as it deems fair; or
(b) at any time, at the discretion of the Board of Directors.
No offering hereunder shall be made which shall extend a Purchase Period
beyond April 30, 2005. Upon termination of this Plan, all amounts in the
accounts of participating employees shall be promptly refunded.
22. Governmental Regulations. The Corporation's obligation to sell and
deliver Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization,
issuance or sale of such stock.
23. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by Millipore Corporation
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
<PAGE>
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or
in connection with the Plan or any purchase right granted thereunder, and
against all amounts paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that such Committee
member is liable for negligence or misconduct in the performance of his
duties; provided that within 60 days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
24. Approval of Stockholders. The Plan shall not take effect until
approved by the stockholders of the Corporation, which approval must occur
within the period beginning with the adoption of the Plan by the Board of
Directors and ending twelve months after the date the Plan is so adopted.
<PAGE>
PART II UNDERTAKINGS AND OTHER INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The information required by this Item is set forth in the
prospectus forming a part of this Registration Statement under the heading
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" which is hereby
incorporated herein by reference.
Item 4. Description of Securities.
The information required by this Item is set forth in the
prospectus forming a part of this Registration Statement under the heading
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" which is hereby
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
The information required by this Item is set forth in the
prospectus forming a part of this Registration Statement under the headings
"EXPERTS" and "LEGAL MATTERS" which is hereby incorporated herein by
reference.
Item 6. Indemnification of Directors and Officers.
The information required by this Item is set forth in summary form
in the Prospectus forming a part of this Registration Statement under the
heading "INDEMNIFICATION" which is hereby incorporated herein by reference.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
(4) Instruments defining Rights of Security Holders
The Millipore Corporation 1995 Employees' Stock
Purchase Plan - Included as Exhibit "A" to the
Prospectus included in Part I of this Registration
Statement
Registrant's Amendment to Restated Articles of
Organization dated May 22, 1987 and By Laws incorporated
herein by reference to Exhibit 3 to Registrant's Annual
Report on Form 10-K for Registrant's fiscal year ended
December 31, 1994.
(5) Opinion of Geoffrey Nunes, Esq., dated May 1, 1995 as
to the legality of shares of Millipore Common Stock
(23) Consent of Independent Certified Public Accountants
(24) Powers of Attorney
<PAGE>
Item 9. Undertakings.
(a) 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:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(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 elating to the securities offered therein,
and the offering of such securities at the 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
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining 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
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.
(e) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information
(h) 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 Registrant 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
<PAGE>
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) 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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Bedford, State of Massachusetts, on
May 1, 1995.
MILLIPORE CORPORATION
By/s/ Geoffrey Nunes
Geoffrey Nunes
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/John A. Gilmartin* Chairman, President, February 9, 1995
John A. Gilmartin Chief Executive Officer
and Director
/s/Michael P. Carroll Vice President and May 1, 1995
Michael P. Carroll Chief Financial Officer
(Registrant's Principal
Financial and Accounting
Officer)
/s/Charles D. Baker *
Charles D. Baker Director February 9, 1995
/s/Samuel C. Butler * Director February 9, 1995
Samuel C. Butler
/s/Mark Hoffman * Director February 9, 1995
Mark Hoffman
/s/Gerald D. Laubach * Director February 9, 1995
Gerald D. Laubach
<PAGE>
/s/Steven Muller * Director February 9, 1995
Steven Muller
/s/Thomas O. Pyle * Director February 9, 1995
Thomas O. Pyle
/s/John F. Reno * Director February 9, 1995
John F. Reno
*By/s/ Geoffrey Nunes
Geoffrey Nunes
Attorney in fact
<PAGE>
May 1, 1995
Securities and Exchange Commission
Judiciary Place
450 Fifth Street, NW
Washington, D.C. 20549
Dear Sirs:
In connection with the proposed offer and sale of 200,000 shares of Common
Stock, $1.00 Par Value per share (the "Stock") of Millipore Corporation (the
"Corporation) to be used pursuant to the Millipore Corporation 1995
Employees' Stock Purchase Plan (the "Plan"), as set forth in the Registration
Statement on Form S-8, I have examined the Restated Articles of Organization
and By-Laws of the Company, all as amended to date, such records of its
corporate proceedings as I deemed material, the Registration Statement and
such other certificates, records and documents as I deemed necessary for
purposes of this opinion. Based upon the foregoing, I am of the opinion
that:
1. The Corporation is a duly organized and existing corporation under
the laws of the Commonwealth of Massachusetts.
2. The 200,000 shares covered by the Registration Statement, which are
reserved for issuance to employees of the Corporation pursuant to the
exercise of stock purchase rights to be granted under the Plan will, upon
issuance and delivery pursuant to the Plan, be duly and validly authorized
and issued and fully paid and non-assessable.
3. The Plan is not subject to the provisions of the Employees'
Retirement Income Security Act of 1974 ("ERISA").
I am an officer and stockholder of the Company.
Very truly yours,
MILLIPORE CORPORATION
/s/ Geoffrey Nunes
Geoffrey Nunes
Senior Vice President
and General Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Millipore Corporation on Form S-8 for the Millipore Corporation 1995
Employees' Stock Purchase Plan of our report dated January 26, 1995, on our
audits of the consolidated financial statements and financial statement
schedules of Millipore Corporation as of December 31, 1994 and 1993, and for
the three years in the period ended December 31, 1994, which are included or
incorporated by reference in the Millipore Corporation Annual Report on Form
10-K. We also consent to the reference to our firm under the caption
"Experts".
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 1, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors of Millipore Corporation (the "Corporation") do hereby constitute
and appoint John A. Gilmartin, Geoffrey Nunes, and Michael P. Carroll, and
each of them individually, their true and lawful attorneys and agents to
execute on behalf of the Corporation, a Registration Statement on Form S-8
relating to shares to be issued pursuant to the Corporation's 1995 Employees
Stock Purchase Plan, the said shares being the shares to be issued to
eligible employees of the Corporation and its subsidiaries pursuant to the
Plan.
IN WITNESS WHEREOF, Millipore Corporation has caused this Power of
Attorney to be executed in its name and by its Chief Executive Officer, and
its corporate seal to be affixed and attested by its Assistant Clerk, and the
undersigned Officers and Directors have hereunto set their hands and seals
this 9th day of February, 1995.
SIGNATURE TITLE DATE
/s/John A. Gilmartin Chairman, President, February 9, 1995
John A. Gilmartin Chief Executive Officer
and Director
/s/Charles D. Baker
Charles D. Baker Director February 9, 1995
/s/Samuel C. Butler Director February 9, 1995
Samuel C. Butler
/s/Mark Hoffman Director February 9, 1995
Mark Hoffman
/s/Gerald D. Laubach Director February 9, 1995
Gerald D. Laubach
<PAGE>
Power of Attorney
S-8 Registration Statement
1995 Employees Stock Purchase Plan
SIGNATURE TITLE DATE
/s/Steven Muller Director February 9, 1995
Steven Muller
/s/Thomas O. Pyle Director February 9, 1995
Thomas O. Pyle
/s/John F. Reno Director February 9, 1995
John F. Reno
