As filed with the Securities and Exchange Commission on April 25, 1995
Registration No. 33-58117
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
Millipore Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 3070 04-2170233
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
80 ASHBY ROAD, BEDFORD, MA 01730 (617) 275-9200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
GEOFFREY NUNES, ESQ.
80 Ashby Road
Bedford, MA 01730 (617) 275-9200
(Name, address, including zip code, and telephone number, including area code
of agent for service)
----------------------
Copy to:
STEVEN F. SCOTT, ESQ.
Ropes & Gray
One International Place
Boston, MA 02110 (617) 951-7000
----------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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
Registration 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.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 25, 1995
PROSPECTUS
MILLIPORE CORPORATION
Exchange Offer (the "Exchange Offer") of its 6.78% Senior Notes due 2004
for all of its outstanding 6.78% Senior Notes due 2004
The Exchange Offer will expire at 5:00 p.m. New York City time, on May ___,
1995.
Millipore Corporation, a Massachusetts corporation ("Millipore" or the
"Company"), hereby intends upon the terms and conditions set forth in this
Prospectus (the "Prospectus"), to offer for exchange (the "Exchange Offer")
$1,000 principal amount of its 6.78% Senior Notes due 2004, (the "Public
Notes"), which will have been registered under the Securities Act of 1933, as
amended (the "Securities Act") pursuant to a Registration Statement of which
this Prospectus is a part, for each $1,000 principal amount of its
outstanding 6.78% Senior Notes due 2004 (the "Notes"), of which $100,000,000
principal amount is outstanding. The form and terms of the Public Notes are
the same as the form and term of the Notes (which they replace) except that
the Public Notes will have been registered under the Securities Act and,
therefore, will not bear legends restricting their transfer and will not
contain certain provisions relating to an increase in the interest rate which
were included in the terms of the Notes in certain circumstances relating to
the timing of the Exchange. The Public Notes will evidence the same debt as
the Notes (which they replace) and will be issued under and be entitled to
the benefits of the Indenture dated as of May 3, 1995 between the Company and
The First National Bank of Boston (the "Indenture") governing the Public
Notes. The Public Notes are, and by their terms will be senior to all
indebtedness of the Company, except that the Company may incur debt secured
which is senior to the Public Notes in an amount up to 15% of its
Consolidated Net Assets (which at December 31, 1994 equaled approximately
$365,000,000). See "Description of Public Notes-Certain Covenants."
The Notes were issued and sold by the Company on March 3, 1994 to
Metropolitan Life Insurance Company ("Met") in a transaction not registered
under the Securities Act in reliance upon an exemption under the Securities
Act (the "Met Transaction"). Accordingly, the Notes may not be reoffered,
resold or otherwise transferred in the United States unless registered under
the Securities Act or unless an applicable exemption from the registration
requirements of the Securities Act is available. While the Exchange Offer
will remain open for twenty (20) days, the Company expects to exchange all
Notes prior to 5:00 p.m., New York City time, on May 3, 1995, (the "Exchange
Date").
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 registration or qualification under the securities laws of
any such State.
The staff ("Staff") of the Securities and Exchange Commission (the
"Commission") has not considered the Exchange Offer in the context of a no-
action request, nonetheless, based on no-action letters issued by the Staff
of the Commission to third parties, the Company believes the Public Notes
issued pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by any holder thereof (other than any such holder that
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Public Notes
are acquired in the ordinary course of such holder's business and such holder
has no arrangement or understanding with any person to participate in the
distribution of such Public Notes. The Met has advised the Company that it
is not engaged in, and does not intend to engage in, a distribution of such
Public Notes. See "The Exchange Offer--Purpose and Effect of the Exchange"
and "--Resale of the Public Notes."
Under the terms and conditions of the Met Transaction, the Met has
agreed to participate in the Exchange Offer. The Company will pay all the
expenses incurred by it incident to the Exchange. See "The Exchange Offer."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES 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 , 1995
<PAGE>
AVAILABLE INFORMATION
Millipore Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at
the Regional Offices of the Commission at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois, 60661. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission, at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates.
This Prospectus constitutes a part of a Registration Statement on Form S-
4 filed by the Company with the Commission under the Securities Act of 1933,
as amended. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Public Notes offered hereby. While those statements
contained herein concerning the provisions of any document are not
necessarily complete, all the material elements of such document(s) or
description(s) are set forth in this Prospectus; and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission.
The Company's principal executive offices are located at 80 Ashby Road,
Bedford, MA 01730, telephone (617) 275-9200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports and documents are hereby incorporated herein by
reference and made a part hereof:
The Company's Annual Report on Form 10-K for the year ended December 31,
1994
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the termination of the offering of the Public
Notes hereunder shall be deemed to be incorporated herein by reference and
shall be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide (within one business day of its receipt of such
request) without charge to each person to whom a Prospectus is delivered,
upon written or oral request of such person by facsimile or first class mail,
a copy of the documents incorporated by reference herein, including any
document filed subsequent to the date of this Prospectus. Such requests
should be directed to Geoffrey Nunes, Senior Vice President and General
Counsel, Millipore Corporation, by mail to 80 Ashby Road, Bedford,
Massachusetts 01730, or by telephone at (617) 275-9200
2
<PAGE>
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the more
detailed information and financial data appearing elsewhere in this
Prospectus and incorporated by reference herein.
The Company
Millipore Corporation was incorporated under the laws of The
Commonwealth of Massachusetts on May 3, 1954. Millipore and its subsidiaries
operate in a single business segment, the analysis, identification and
purification of fluids using separations technology. Millipore is a leader
in the field of membrane separations technology. The Company develops,
manufactures and sells products which are used primarily for the analysis and
purification of fluids. The Company's products are based on a variety of
membranes and certain other technologies that effect separations principally
through physical and chemical methods. See "Business Products and
Technologies" for a description of the Company's two classes of products and
their three-year sales history.
The principal customers for the Company's products include
pharmaceutical, electronics, chemical and food and beverage companies;
government, university and private research and testing laboratories; and
health care and medical facilities. The Company markets and supports its
products through a field sales force and a marketing support staff of
approximately 380 employees in the United States and 615 employees overseas.
In fiscal 1994, approximately 64% of the Company's sales were made to
customers outside the United States.
The Exchange Offer
Securities Being Offered
in the Exchange
Offer..........$100,000,000 principal amount of 6.78% Senior
Notes Due March 3, 2004 (the "Public Notes").
Interest Payment
Dates........ March 3 and September 3, commencing September 3,
1995. Interest on the Public Notes will accrue from
March 3, 1995.
Maturity...... March 3, 2004
The Exchange
Offer..........$1,000 principal amount of the Public Notes plus
accrued interest in exchange for each $1,000 principal
amount of 6.78% Senior Notes ("Notes") sold by the Company
on March 3, 1994 to Metropolitan Life Insurance Company
("Met"). As of the date hereof, $100,000,000 aggregate
principal amount of Notes are outstanding. The Company
will issue the Public Notes to the Met on the Exchange Date
pursuant to the terms and conditions of the Notes Purchase
and Exchange Agreement dated March 3, 1994 between the
Company and the Met (the "Note Agreement").
The Staff of the Commission has not considered the Exchange
Offer in the context of a no-action request, nonetheless,
based on an interpretation by the Staff set forth in no-
action letters issued to third parties, the Company
believes that Public Notes issued pursuant to the Exchange
Offer may be offered for resale, resold and otherwise
transferred by any holder thereof (other than any such
holder which is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Public
Notes are acquired in the ordinary course of such holder's
business and that such holder does not intend to
participate and has no arrangement or understanding with
any person to participate in the distribution of such
Public Notes. The Met has advised the Company that it is
not engaged in,
3
<PAGE>
and does not intend to engage in, a distribution of such
Public Notes.
Expiration Date..5:00 p.m., New York City time, on ________, 1995.
Accrued Interest on the
Public Notes...Each Public Note will bear interest from March 3, 1995.
Use of Proceeds..There will be no cash proceeds to the Company
from, or pursuant to, the Exchange Offer.
General..........The form and terms of the Public Notes are
the same as the form and terms of the Notes (which they
replace) except that (i) the Public Notes have been
registered under the Securities Act and, therefore, will
not bear legends restricting the transfer thereof, and (ii)
the holders of Public Notes will not be entitled to certain
rights under the Note Purchase and Exchange Agreement,
including the provisions providing for an increase in the
interest rate on the Notes in certain circumstances
relating to the timing of the Exchange Offer, which rights
will terminate when the Exchange Offer is consummated. The
Public Notes will evidence the same debt as the Notes and
will be entitled to the benefits of the Indenture. The
Public Notes are, and by their terms will be senior to all
indebtedness of the Company, except that the Company may
incur debt secured which is senior to the Public Notes in
an amount up to 15% of its Consolidated Net Assets (which
at December 31, 1994 equaled approximately $365,000,000).
See "Description of Public Notes-Certain Covenants."
Risk Factors
Participation in the Exchange Offer involves a certain degree of risk,
and prospective purchasers of the Public Notes should give careful
consideration to the following specific factors as well as the other
information set forth in the Prospectus: (i) the Company faces intense
competition, and certain of its competitors are larger (see "Business -
Competition"); (ii) with approximately 64% of its sales outside the United
States the Company's results of operations could be negatively affected by a
material strengthening of the dollar over a short period of time (see
"Management's Discussion and Analysis - Results of Operations"); (iii) there
is no established trading market for the Public Notes (see "Plan of
Distribution") and (iv) the Company has potential liability for environmental
matters which carry the risk of additional claims against the Company (See
"Management's Discussion and Analysis - Legal Proceedings").
Summary Financial Data(1)
(In thousands except per share amounts)
Year Ended December 31
1990 1991 1992 1993 1994
Statement of Income Data:
Net Sales $380,983 $415,075 $427,188 $445,366 $497,252
Income from continuing
operations
before income taxes 43,384 50,490 45,853 63,223 76,915
Net Income 23,077 54,565 33,183 34,603 56,209
Income per share from 1.05 1.27 1.26 1.75 2.18
continuing operations
Net income per share 0.82 1.93 1.17 1.24 2.05
Weighted average shares 28,307 28,294 28,242 27,951 27,363
outstanding
Ratio of earnings from
continuing operations to 5.79 5.17 4.69 6.24 14.0
fixed charges(2)
4
<PAGE>
Dec. 31, 1994
Balance Sheet Data:
Working capital $100,649
Total assets 527,653
Long-term debt 100,231
Shareholders' equity 221,277
(1)On November 11, 1993, the Company's Board of Directors approved a plan to
divest operations of the Company's Instrumentation Divisions, which
served primarily the chromatography and bioscience markets. These
divisions, which represented separate product lines with separate
customers, have been accounted for as discontinued operations. The
Company sold these divisions in the third quarter of 1994 and realized a
net loss upon disposition of these divisions. The consolidated statement
of income in 1993 included the results of discontinued operations through
November 11, 1993. The table which appears on page 6 under the caption
"Selected Consolidated Financial Information" reflects the results of
continuing operations.
(2)The ratio of earnings from continuing operations to fixed charges were
computed by dividing earnings from continuing operations before fixed
charges and income taxes by the fixed charges. Earnings consist of
income from continuing operations, to which has been added fixed charges
and income taxes. Fixed charges consist of interest and debt expense and
one-third of rent expense, which approximate the interest factor.
USE OF PROCEEDS
The Exchange Offer is intended to allow the Company to exercise its
option under the Note Purchase and Exchange Agreement. The gross proceeds of
$100 million from the issuance of the Notes were used for general corporate
purposes. The Company will not receive any cash proceeds from the issuance
of the Public Notes pusuant to the Exchange Offer.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at December 31, 1994.
December 31, 1994
(in thousands except share data)
Short-term debt:
Notes payable $ 56,116
Current portion of long-term debt 173
Total short-term debt $ 56,289
Notes payable with interest
rates of 6.78% due in 2004 $100,000
6.78% due in
Other notes payable with
average interest of
11.2% in 1994, due through 1997 231
Total long-term debt $100,231
Shareholders' equity:
Common stock, 80,000,000 shares
authorized: 28,494,353 shares issued
and outstanding on December 31,1994(1) $28,494
Additional paid-in capital 23,603
Retained earnings 458,579
Translation adjustments 5,147
Less: Treasury stock at cost, 5,361,136
shares on December 31, 1994 (294,546)
Total shareholders' equity $221,277
Total capitalization $377,797
________________
(1) Excludes 1,759,000 shares of Common Stock reserved for issuance upon
exercise of outstanding stock options under the Company's employee stock
option plans, on December 31, 1994.
5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes selected consolidated financial data
relating to the Company for each of the five years in the period ended
December 31, 1994. The data for the five-year period ended December 31, 1994
have been derived from the Company's consolidated financial statements, which
have been audited by Coopers & Lybrand L.L.P., independent certified public
accountants. The consolidated balance sheets of the Company as of December
31, 1993 and 1994 and the consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended
December 31, 1994 are incorporated herein by reference. The following table
is qualified in its entirety by such financial statements and notes thereto.
Year Ended December 31
1990 1991 1992 1993 1994
(In thousands except per share amounts)
Net Sales $380,983 $415,075 $427,188 $445,366 $497,252
Cost of Sales 170,049 194,557 195,462 193,575 212,675
Gross Profit 210,934 220,518 231,726 251,791 284,577
Selling, general and 117,214 129,593 142,701 145,647 159,591
administrative expenses
Research and development 29,538 32,633 32,953 34,952 34,327
expenses
Restructuring charge 17,103 - - - -
Operating Income 47,079 58,292 56,072 71,192 90,659
Interest income 6,723 6,182 6,888 4,069 4,091
Interest expense (10,418) (13,984) (14,692) (12,038) (7,035)
Other expense - - (2,415) - (10,800)
Income from continuing
operations before income 43,384 50,490 45,853 63,223 76,915
taxes
Provision for income
taxes 13,629 14,570 10,317 14,225 17,306
Income from continuing 29,755 35,920 35,536 48,998 59,609
operations
Discontinued operations
Earnings (loss) from (6,678) 18,645 2,715 (10,851) -
discontinued operations.
Net loss on disposal of
discontinued operations - - - - (3,400)
Income before extraordinary
item and cumulative effect of
change in accounting
principle 23,077 54,565 38,251 38,147 56,209
Extraordinary item-loss on
early extinguishment of debt - - - 3,544 -
Cumulative effect of change
in accounting for postretirement
benefits - - 5,068 - -
Net income $23,077 $54,565 $33,183 $34,603 $56,200
Net income per common share
From continuing $1.05 $1.27 $1.26 $1.75 $2.18
operations
Net income $0.82 $1.93 $1.17 $1.24 $2.05
Cash dividends declared per$0.43 $0.47 $0.51 $0.55 $0.59
common share
Weighted average common 28,307 28,294 28,242 27,951 27,363
shares
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
On November 11, 1993, the Company's Board of Directors approved a plan
to divest operations of the Company's Instrumentation Divisions, which served
primarily chromatography and bioscience markets. These Instrumentation
Divisions, which represented separate product lines with separate customers,
have been accounted for as discontinued operations. The Company sold these
Divisions in the third quarter of 1994 and realized a net loss upon their
disposition. The consolidated statement of income in 1993 includes the
results of discontinued operations through November 11, 1993. The following
discussion on results of operations applies to continuing operations.
Results of Operations
Consolidated net sales increased 12 percent in 1994 to $497 million.
Sales growth rates, measured both in local currencies and in U.S. dollars,
are summarized in the table below.
Sales growth rates Sales growth rates
measured in local currencies measured in U.S. dollars
1991 1992 1993 1994 1991 1992 1993 1994
Americas 5% (1%) 6% 8% 5% (1%) 6% 8%
Europe 5% 9% 4% 6% 4% 12% (7%) 7%
Asia/Pacific 17% (6%) 10% 16% 25% (2%) 18% 21%
Consolidated 8% 1% 6% 10% 9% 3% 4% 12%
Sales growth, excluding foreign exchange impact, increased to 10 percent
in 1994 from 6 percent in 1993. This performance was led by the
electronics/industrial market which grew by 28 percent.
In the Americas, sales growth increased to 8 percent in 1994 from 6
percent in 1993; and in Europe, sales grew 6 percent in 1994 from 4 percent
in 1993. Sales in Japan grew 10 percent in 1994 from 2 percent in 1993;
while sales in the rest of Asia increased by 53 percent.
Electronics/industrial was the strongest market in each geography, with
particular impact in Korea and Japan. Sales to the
pharmaceutical/biotechnology market grew more slowly in 1994 due to reduced
spending by pharmaceutical customers in the Americas and to a recessionary
economy and a more difficult regulatory environment in Europe and Japan. The
lab/research market showed sales growth in the Americas, Europe and Japan,
and was particularly strong in Asia. Laboratory water products also grew
across all geographies, with strongest performance in Europe and Japan.
The effect of foreign exchange rates on sales was 2 percent favorable in
1994, compared to 2 percent unfavorable in 1993 and 2 percent favorable in
1992. A weaker dollar will benefit, and a stronger dollar will affect
adversely, future operations. However, the Company is unable to predict
future currency movements and to quantify their effect on income. The
Company sells a wide range of products in many worldwide industrial markets.
Price changes and inflation has not significantly affected the comparability
of sales during the past three years.
Gross Margins were 57.2 percent in 1994, 56.5 percent in 1993, and 54.2
percent in 1992. Excluding the charges for EPA settlements and the accrual
of costs associated with increasing the efficiency of the Company's
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manufacturing operations in 1992, margins in 1992 were 56.3 percent. The
improvement in margins in 1994 resulted from significantly increased
production volume in the Company's electronics/industrial plants, as well as
continued cost reduction activities in all of the Company's manufacturing
operations.
Selling, General and Administrative (S,G&A) expenses, excluding the
effects of foreign exchange grew 8 percent in 1994, 6 percent in 1993, and 10
percent in 1992. SG&A spending was higher in the second half of 1994 than in
the first as the Company invested in sales and marketing programs to support
future sales growth.
Research and Development Expenses decreased slightly in 1994 compared to
a 6 percent increase in 1993 and a marginal increase in 1992. The Company
continued to fund all major programs in 1994.
Other Expense in 1994 reflects a non-recurring charge of $10.8 million
to settle litigation which arose from the Company's sale of its Process Water
Division in 1989. The litigation was settled in the fourth quarter of 1994.
Other expense in 1992 reflects the loss taken on the sale of the Company's
environmental testing business Resource Analysts Inc. (RAI) in 1992.
Net Interest Expense in 1994 was significantly lower than in 1993 and
1992, primarily due to interest earned on the net proceeds received from the
divested businesses, a lower interest rate on the refinanced $100 million
long-term note, and an overall lower level of net short-term borrowings.
The Provision for Income Taxes was 22.5 percent of pre-tax income in
1994, the same effective rate as 1993 and 1992. The Company continues to
benefit from low tax rates in Puerto Rico and tax incentives attributable to
its U.S. export operations.
The Net Loss on Disposal of Discontinued Operations reflects the after-
tax loss of the disposition of the Company's Instrumentation Divisions, which
were concluded in the third quarter of 1994.
Extraordinary Loss on Early Extinguishment of Debt reflects the after-
tax cost recorded by the Company in the fourth quarter of 1993 to pre-pay its
$100 million note, which bore interest at 9.2 percent and was callable in
1995. In March 1994, the Company issued and sold a new $100 million note
bearing interest at 6.78 percent.
Earnings Per Share for the past three years include a number of charges
resulting from either specific transactions or adoption of new accounting
pronouncements. Earnings per share from continuing operations adjusted for
these events are summarized as follows:
Year Ended December 31
1992 1993 1994
Earnings from continuing
operations after accounting $1.07 $1.62 $2.18
changes and charges
SFAS #106 Charges - cumulative .19 - -
impact
Charges .34 .13 .30
Earnings from continued
operations before accounting $1.60 $1.75 $2.48
changes and charges
The charge in 1994 resulted from the settlement of litigation relating
to the Company's sale of its Process Water Division in 1989. The charge in
1993 resulted from the early extinguishment of the Company's long-term debt.
The charges in 1992 resulted from providing for the settlement of all known
environmental disputes with the Environmental Protection Agency (EPA), the
sale of Resource Analysts, Inc. and an additional charge taken to cover costs
of increasing the efficiencies of the Company's manufacturing operations.
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Legal Proceedings
The potential settlement amount of all environmental claims against all
participants at hazardous waste ("Superfund") sites in which the Company has
been named a potential responsible party by the EPA is significant. It is
unlikely, however, that the Company's share of these costs will have a
material impact on the financial condition of the Company. The Company is
only one of many potentially responsible parties named at each site.
Additionally, in certain instances the Company believes that its insurance
will cover a portion of the costs incurred. In 1992, the EPA unexpectedly
proposed settlements for several of these sites. Based on these proposed
settlements and all other information available to management, the Company
recorded a provision of $5.8 million against cost of sales in 1992, which, in
management's best estimate, will be sufficient to satisfy all known claims by
the EPA. No individual settlement to date has had a material impact on the
Company's financial condition.
Millipore has settled its suit in the Superior Court for Middlesex
County, Massachusetts brought against it by Eastern Enterprises and its
subsidiary, Ionpure Technologies, Inc. ("Ionpure") and alleging
misrepresentations made in conjunction with the sale by Millipore of its
Process Water Division to Ionpure in November of 1989. The settlement
became final in December of 1994 and resulted in the charge of $.30 per
share as reflected in the table above.
Capital Resources and Liquidity
In 1994, the Company generated $49 million of cash from continuing
operations, compared to generating $34 million in 1993 and expending $14
million in 1992. Cash provided by operations continue to be the Company's
primary source of funding working capital requirements. In addition to the
increase in net income from continuing operations of $14.1 million in 1994 as
compared to 1993, the Company received a tax refund of $14.0 million in 1994.
These sources of cash were partially offset by an increase in accounts
receivable of $14.7 million in 1994 compared to an increase of $5.4 million
in 1993. In addition, inventories increased $1.9 million in 1994 compared to
a decrease of $6.4 million in 1993. Capital expenditures by continuing
operations were lower in 1994 than in 1993 and 1992 as the Company spent less
on facility expansions and information technology systems. The Company
expects capital expenditures in 1995 to be in line with capital spending in
1994 and 1993. At December 31, 1994, the Company had no significant
commitments for capital expenditures.
In 1994, the Company paid a total of $15.4 million in non-recurring
financing-related transactions; $5.1 million was used to pre-pay the
Company's $100 million notes payable due in 1998, while $10.3 million was
used to close out the Company's yen currency swap. In addition, the Company
had $258.0 million of net proceeds from the sale of its Waters Chromatography
and Bioscience divisions in 1994. The Company spent $293 million, net of
stock option receipts, to repurchase 6.1 million shares of its common stock
in 1994, primarily pursuant to a Dutch Auction Self Tender completed in the
third quarter and an ongoing open market share repurchase program. In the
fourth quarter of 1994, the Company announced a $100 million open market
share repurchase program and spent $78 million in share repurchases. In
early 1995, the Company announced plans to spend an additional $50 million on
open market share repurchases.
The Company has $30.2 million of cash and short-term investments on hand
at the end of 1994, which along with the Company's strong financial position,
provides a high degree of flexibility in financing future requirements.
Dividends
The quarterly dividend was increased in the second quarter of 1994 from
$0.14 to $0.15 per share. Dividends paid in 1994 were $15.8 million.
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BUSINESS
Millipore Corporation is a leader in the field of membrane separations
technology. The Company develops, manufactures and sells products which are
used primarily for the analysis and purification of fluids. The Company's
products are based on a variety of membrane, and certain other technologies
that effect separations principally through physical and chemical methods.
Products and Technologies
The Company's products are used for analytical applications to gain
knowledge about a molecule, (compound) or micro-organism by detecting,
identifying and quantifying the relevant components of a sample. For
purification applications, the Company's products are used in manufacturing
and research operations to isolate and purify specific components or to
remove contaminants.
The principal separation technologies utilized by the Company are based
on membrane filters, and certain chemistries, resins and enzyme
immunoassays. Membranes are used to filter either the wanted or the
unwanted particulate, bacterial, viral or molecular entities from fluids, or
concentrate and retain such entities (in the fluid) for further processing.
Some of the Company's newer membrane materials also use affinity, ion-
exchange or electrical charge mechanisms for separation.
Both analytical and purification products incorporate membrane and
other technologies. The Company's products include disc and cartridge
filters and housings of various sizes and configurations, filter-based test
kits, precision pumps and other ancillary equipment and supplies.
The Company has more than 3,000 products. Most of the Company's
products are listed in its catalogs and are sold as standard items, systems
or devices. For special applications, the Company assembles custom products,
usually based upon standard modules and components. In certain instances,
the Company also designs and engineers process systems specifically for the
customer.
Customers and Markets
The Company sells its products primarily to customers in the following
markets: pharmaceutical/biotechnology, microelectronics, chemical and food
and beverage companies; government, university and private research and
testing laboratories; and health care and medical facilities. Within each of
these markets, the Company focuses its sales efforts upon those segments
where customers have specific requirements which can be satisfied by the
Company's products.
The Company considers that it sells two classes of products, disposable
and consumable products (principally membranes and other separation media)
and hardware or capital products (principally housings for membranes, pumps
and electronic test equipment). Sales of these two classes for each of the
last three fiscal years were approximately as follows:
December 31 December 31 December 31
1992 1993 1994
Disposable Products $346,000,000 $352,000,000 $403,000,000
Capital Products $81,000,000 $93,000,000 $94,000,000
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Pharmaceutical/Biotechnology Industry. The Company's products are used
by the pharmaceutical/biotechnology industry in sterilization, including
virus reduction, and sterility testing of products such as antibiotics,
vaccines, vitamins and protein solutions; concentration and fractionation
of biological molecules such as vaccines and blood products; cell
harvesting; isolation and purification of compounds from complex mixtures
and the purification of water for laboratory use. The Company's membrane
products also play an important role in the development of new drugs; in
addition, the Company has developed and is developing products for
biopharmaceutical applications in order to meet the purification
requirements of the biotechnology industry.
Microelectronics Industry. The microelectronics industry uses the
Company's products to purify (by removing particles and unwanted
contaminating molecules), deliver and monitor the liquids and gases used in
the manufacturing processes of semiconductors and other microelectronics
components.
Chemical Industry. This industry uses the Company's products primarily
for purification of reagent grade chemicals, for monitoring in the
industrial workplace, and of waste streams, and in the purification of water
for laboratory use.
Food and Beverage Industry. The Company's products are widely used by
the food and beverage industry in quality control and process applications
principally to monitor for microbiological contamination; to remove bacteria
and yeast from products such as wine and beer in order to prevent spoilage,
and in producing pure water for laboratory use.
Universities and Government Agencies. Universities, government and
private and corporate research and testing laboratories, environmental
science laboratories and regulatory agencies purchase a wide range of the
Company's products. Typical applications include: purification of proteins;
cell culture, structure studies and interactions; concentration of
biological molecules; fractionation of complex molecular mixtures; and
collection of microorganisms. The Company's water purification products are
used extensively by these organizations to prepare high purity water for
sensitive assays and the preparation of tissue culture media.
Health Care Industry. Customers in this field include hospitals,
clinical laboratories, medical schools and medical research institutions who
use the Company's products to filter particulate and bacterial contaminants
which may be present in intravenous solutions, and its water purification
products to produce high purity water.
Sales and Marketing
The Company sells its products within the United States primarily to
end users through its own direct sales force. The Company sells its products
in foreign markets through the sales forces of its subsidiaries and branches
located in more than 25 major industrialized and developing countries as
well as through independent distributors in other parts of the world. The
Company's marketing, sales and service forces consist of approximately 280
employees in the United States and 615 employees overseas.
The Company's marketing efforts focus on application development for
existing products and on new products for other existing, newly-identified
and proposed customer uses. The Company seeks to educate customers as to
the variety of analytical and purification problems which may be addressed
by its products and to adapt its products and technologies to separations
problems identified by customers.
The Company believes that its technical support services are important
to its marketing efforts. These services include assistance in defining the
customer's needs, evaluating alternative solutions, designing a specific
system to perform the desired separation, training users, and assisting
customers in compliance with relevant government regulations.
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Research and Development
In its role as a pioneer of membrane separations Millipore has
traditionally placed heavy emphasis on research and development. Research
and development activities include the extension and enhancement of existing
separations technologies to respond to new applications, the development of
new membranes, and the upgrading of membrane based systems to afford the
user greater purification capabilities. Research and development efforts
also identify new separations applications to which disposable separations
devices would be responsive, and develop new configurations into which
membrane and ion exchange separations media can be fabricated to efficiently
respond to the applications identified. Instruments, hardware, and
accessories are also developed to incorporate membranes, modules and devices
into total separations systems. Introduction of new applications frequently
requires considerable market development prior to the generation of
revenues. Millipore performs substantially all of its own research and
development and does not provide material amounts of research services for
others.
When it believes it to be in its long-term interests, the Company will
license newly developed technology from unaffiliated third parties and/or
will acquire exclusive distribution rights with respect thereto.
Competition
The Company faces intense competition in all of its markets. The
Company believes that its principal competitors include Pall Corporation,
Barnstead Thermolyne Corporation, Sartorius GmbH, and Gelman, Inc., Certain
of the Company's competitors are larger and have greater resources than the
Company. However, the Company believes that it offers a broader line of
products, making use of a wider range of separations technologies and
addressing a broader range of applications than any single competitor.
While price is an important factor, the Company competes primarily on
the basis of technical expertise, product quality and responsiveness to
customer needs, including service and technical support.
Certain Recent Developments
On November 11, 1993 the Company announced that it had approved a plan
to focus the Company on its membrane business, divest its Waters
Chromatography Business and explore options for exiting its non-membrane
Bioscience business. The Waters Chromatography Business was acquired in
1980. Growth in the analytical instrument market has been limited in the
past few years and the Company believes that the divestiture of its
chromatography business along with that of its non-membrane bioscience
business, will enable the Company to better serve its membrane customers,
improve operating performance and increase shareholder value. The
divestitures were completed in August of 1994 and resulted in a net loss of
$3.4 million, which included all costs estimated to be incurred in connection
with the divestitures as well as the pre-tax operating loss generated by
these Divisions from November 11, 1993, through the completion of the
divestitures. In addition, in late July and early August the Company
completed the sale of its Ceraflo (ceramic filters) and BioImage (image
analysis systems and software) product lines. The consideration received for
the Ceraflo product line consisted of 135,500 shares of the common stock of
U.S. Filter Corp., valued at $2.6 million; and for the BioImage product line
cash in the amount of $585,000 and a five year promissory note for $850,000.
Using $216 million of the net proceeds resulting from the sale of its Waters
Chromatography and its non-membrane Bioscience businesses, the Company
repurchased in September 1994 3,771,000 shares of its Common Stock pursuant
to a Dutch Auction Self Tender. In the balance of 1994 the Company spent an
additional $78 million in connection with the $100 million open market share
repurchase program. In February 1995 an additional $50 million was
authorized for this program.
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See "Management Discussion and Analysis - Legal Proceedings" for
information concerning settlement of the litigation surrounding the 1989 sale
of its Process Water Division.
MANAGEMENT
The following table sets forth certain information regarding the
executive officers of the Company.
Name Age Office
John A. Gilmartin 52 Chairman of the Board, President
and Chief Executive Officer
Geoffrey Nunes 64 Senior Vice President and General
Counsel
Glenda K. Burkhart 43 Vice President
Michael P. Carroll 44 Vice President , Treasurer and
Chief Financial Officer
Douglas B. Jacoby 48 Vice President
John E. Lary 48 Vice President
DESCRIPTION OF PUBLIC NOTES
The Public Notes are to be issued under and Indenture, to be dated as of
May 3, 1995 (the "Indenture"), between the Company and The First National
Bank of Boston, as Trustee (the "Trustee"), the form of which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
The following summaries of certain provisions of the Indenture do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to the Trust Indenture Act of 1939, as amended (the "TIA"), and to
all the provisions of the Indenture, including the definitions therein of
certain terms (and those terms made a part of the Indenture by reference to
the TIA and in effect on the date of the Indenture), nonetheless all the
material elements of the Indenture are set forth in the disclosure which
follows.
General
The Public Notes will be unsecured obligations of the Company, will be
limited to $100,000,000 aggregate principal amount and will mature on March
3, 2004. The Public Notes will bear interest at the rate of 6.78 percent
per annum from the most recent Interest Payment Date to which interest has
been paid or provided for, (March 3, 1995 and not the date of issuance),
payable semi-annually on March 3 and September 3 of each year (commencing
September 3, 1995), to the Person in whose name a Public Note (or any
predecessor Public Note) is registered at the close of business on the
preceding February 3 or August 3, as the case may be. ( 3.1 and 3.7)
Principal of and interest on the Public Notes will be payable, and the
transfer of Public Notes will be registrable, at the office of the Trustee or
such other place as the Company may from time to time designate, provided
that with respect to any institutional investor holding not less than
$5,000,000 in principal amount of the Public Notes which so requests, the
Company shall make such payments by bank wire transfer of federal funds. In
addition, payment of interest to all other holders of the Public Notes may,
at the option of the Company, be made by check mailed to the address of the
Person entitled thereto as it appears in the Security Register. ( 3.1, 3.5
and 10.2).
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The Public Notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. (
3.2) No service charge will be made for any registration of transfer or
exchange of Public Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. ( 3.5)
Certain Covenants
Certain Definitions. "Subsidiary" means a corporation or business
trust, a majority of whose voting stock is owned by the Company or its other
Subsidiaries. "Consolidated Net Tangible Assets" means the aggregate amount
of assets of the Company and its Subsidiaries (less applicable reserves)
after deducting therefrom: (i) all current liabilities and (ii) all amounts
representing goodwill, trade names, trademarks, patents, unamortized debt
discount and other like intangibles. "Indebtedness" includes indebtedness
for money borrowed or capitalized leases or any guarantee of such
obligations. "Lien" includes any mortgage, pledge or other lien or
encumbrance. "Restricted Subsidiary" means a Subsidiary which owns or leases
any Important Property. "Important Property" means any manufacturing plant
or other building, structure or facility owned or leased by the Company or
any Subsidiary which, in the opinion of the Company's Board of Directors, is
of material importance to the total business conducted by the Company and its
Subsidiaries as a whole. "Attributable Debt" means, with respect to any
particular lease, the total net amount of rent required to be paid under such
lease during the remaining primary term thereof, discounted from the
respective due dates thereof at the rate per annum borne by the Public Notes.
"Secured Debt" means indebtedness for money borrowed that is secured by a
Lien on any Important Property or any shares of stock or indebtedness of any
Restricted Subsidiary. The foregoing definitions are qualified by the more
complete definitions set forth in the Indenture.
Limitation on Liens. The Company will not, and will not permit any
Subsidiary to, create any Lien upon any of their property or assets to secure
Indebtedness without making effective provisions whereby the Public Notes
then outstanding shall be secured by such Lien equally and ratably with the
Indebtedness thereby secured, except that this restriction will not apply,
among other things, to: (i) Liens existing on the date of the Indenture;
(ii) Liens existing on any asset or shares of capital stock of any
corporation at the time such corporation becomes a Subsidiary; (iii) Liens on
any asset securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring, constructing, improving
or repairing such asset (including industrial revenue bonds) provided such
Liens attach within 120 days of the acquisition, construction, improvement or
repair thereof; (iv) Liens existing on any asset or shares of stock of any
corporation at the time such corporation is merged into or consolidated with
the Company or a Subsidiary; (v) Liens existing on any asset or shares of
capital stock prior to the acquisition thereof by the Company or a
Subsidiary; (vi) Liens arising pursuant to any statute or order of
attachment, distraint or similar legal process issued in connection with
court proceedings so long as the execution or other enforcement thereof is
effectively stayed and the claims secured thereby are being contested in good
faith by appropriate proceedings; (vii) Liens securing Indebtedness of a
Subsidiary owing to the Company or another Subsidiary; (viii) Liens securing
taxes, assessments or governmental charges not yet delinquent or being
contested in good faith by appropriate proceedings; (ix) Liens securing
obligations owing to landlords and mechanics and materialmen incurred in the
ordinary course of business for sums not yet due or being contested in good
faith by appropriate proceedings; and (x) Liens arising out of the
refinancing, extension, renewal or refunding of any Indebtedness secured by
any Lien permitted by the foregoing clauses. Notwithstanding the foregoing,
the Company and its Subsidiaries may, without complying with the foregoing
restrictions, create Liens securing Indebtedness in an aggregate amount that
(together with the value of any Sale and Leaseback Transaction entered into
other than in reliance on this exception) does not exceed at the time 15
percent of Consolidated Net Tangible Assets. ( 10.5) At December 31, 1994,
the Company's Consolidated Net Tangible Assets aggregated approximately
$365,000,000.
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Limitation on Sale and Leaseback Transactions. The Company will not,
and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transactions with respect to any Important Property unless the
Company or such Restricted Subsidiary would be entitled to incur Secured Debt
equal in an amount to the amount of the Attributable Debt resulting from such
transaction without equally and ratably securing the Public Notes. The
foregoing will not apply if: (i) the lease is for a period not exceeding
three years and the Company or the Restricted Subsidiary intends that its use
of such property will be discontinued on or before the expiration of such
period; (ii) the sale or transfer of the Important Property is made prior to
or within 180 days of the later of the date of its acquisition or the
completion of construction thereof; (iii) subject to certain limitations, the
Company or the Restricted Subsidiary applies an amount equal to the value of
the property so leased to the retirement, within 180 days after the effective
date of such arrangement, of any part of Consolidated Funded Debt or the
purchase of other Important Property, or both; (iv) the lease secures or
relates to obligations issued by a governmental body to finance the
acquisition or construction of property; or (v) the transaction is between or
among the Company and one or more Restricted Subsidiaries or between or among
Restricted Subsidiaries. ( 10.6)
Merger, Consolidation or Sale of Assets
The Indenture provides that the Company may not consolidate or merge
into any other corporation, or convey or transfer its properties and assets
substantially as an entirety to any person or entity unless (i) the successor
corporation shall assume by a supplemental indenture the Company's
obligations under the Indenture, (ii) immediately after giving effect to such
transaction, no Event of Default (as defined in the Indenture) shall have
occurred and be continuing and (iii) if as a result of such transaction, the
Company would become subject to a Lien which would not be permitted under
the Indenture, the successor corporation shall secure the Public Notes
equally and ratably with all indebtedness secured thereby. ( 8.1)
Events of Default
The following will be Events of Default under the Indenture: (a)
failure to pay principal of any Public Note when due; (b) failure to pay any
interest on any Public Notes for 5 days after becoming due; (c) failure to
perform any other covenant of the Company in the Indenture, continued for 30
days after written notice as provided in the Indenture; (d) failure to pay
when due the principal of, or acceleration of, any indebtedness of the
Company or any Subsidiary for money borrowed in excess of $5,000,000, if such
indebtedness is not discharged, or such acceleration is not annulled, within
30 days after written notice as provided in the Indenture; and (e) certain
events in bankruptcy, insolvency or reorganization involving the Company or
any Significant Subsidiary. ( 5.1) Subject to the provisions of the
Indenture relating to the duties of the Trustee, in case an Event of Default
(as defined) shall occur and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. ( 6.3) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority
in aggregate principal amount of the Public Notes will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee. ( 5.12)
The term "Significant Subsidiary" is defined to include any of the
Company's Subsidiaries which meets any of the following conditions: (i) the
Company's and its other Subsidiaries' investments in and advances to such
Subsidiary exceed 10 percent of the total assets of the Company and its
Subsidiaries consolidated; or (ii) the Company's and its other Subsidiaries'
proportionate share of the total assets of such Subsidiary exceeds 10 percent
of the total assets of the Company and its Subsidiaries consolidated; or
(iii) the Company's and its other Subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and cumulative
effect of changes in accounting principles of the Subsidiary exceeds 10
percent of such income of the Company and its Subsidiaries consolidated.
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If an Event of Default shall occur and be continuing, either the Trustee
or the Holders of at least 25 percent in aggregate principal amount of the,
Public Notes may accelerate the maturity of all Notes; provided, however,
that after such acceleration, but before a judgment or decree is issued based
on acceleration, the Holders of a majority in aggregate principal amount of
Public Notes then outstanding may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-payment
of accelerated principal, have been cured or waived as provided in the
Indenture. ( 5.2) For information as to waiver of defaults, see
"Modification and Waiver."
No Holder of any Public Note will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless the Holders of at least 25 percent in
aggregate principal amount of the Public Notes then outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Public
Notes then outstanding a direction inconsistent with such request and shall
have failed to institute such proceedings within 60 days. ( 5.7) However,
such limitations do not apply to a suit instituted by a Holder of a Public
Note for enforcement of payment of the principal of or interest on such
Public Notes on or after the respective due dates express in such Note. (
5.8)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. ( 10.7)
Defeasance and Discharge. The indenture provides that the Company will
be discharged from any and all obligations in respect of the Public Notes
(except for certain obligations to register the transfer or exchange of
Public Notes, to replace stolen, lost or mutilated Public Notes, to maintain
paying agencies and to hold monies for payment in trust) upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of and each installment of interest on the Public Notes on the
stated maturity of such payments in accordance with the terms of the
Indenture and the Public Notes. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an Opinion of
Counsel (who may be an employee of or counsel to the Company) to the effect
that either (x) there has occurred a change in Federal income tax law or (y)
there has been issued by the Internal Revenue Service a ruling, in either
case to the further effect that Holders of the Public Notes will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to Federal Income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not
occurred. ( 4.1 and 12.2)
Defeasance of Certain Covenants. The indenture also provides that the
Company may omit to comply with certain restrictive covenants in Sections
10.5 (Limitation on Liens) and 1006 (Limitation on Sale and Leaseback
Transactions) and that Section 5.1(4) (failure to pay and acceleration of
certain indebtedness) shall not be deemed to be an Event of Default under the
Indenture and the Public Notes, upon the deposit with the Trustee, in trust,
of money and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the Public Notes on the stated maturity of such
payments in accordance with the terms of the Indenture and the Public Notes.
The obligations of the Company under the Indenture and the Public Notes other
than with respect to the covenants referred to above shall remain in full
force and effect. Such a trust may only be established if, among other
things, (x) the Company has delivered to the Trustee an Opinion of Counsel
(who may be an employee of or counsel to the Company) to the effect that
there has been a change in Federal income tax law, or (y) there has been
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issued by the Internal Revenue Service a ruling, in either case to the effect
that the Holders of the Public Notes will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit and defeasance of
certain covenants and will be subject to Federal income tax on the same
amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred. ( 12.4)
In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to the Public Notes as
described above and the Public Notes are declared due and payable because of
the occurrence of any Event of Default (other than an Event of Default
described in 5.1(4)), the amount of money and U.S. Government Obligations
on deposit with the Trustee will be sufficient to pay amounts due on the
Public Notes at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
Optional Redemption
The Public Notes are redeemable at the election of the Company at any
time as a whole, or in part from time to time (in multiples of $1,000,000
principal amount) on the date specified in notice thereof given by the
Company which date shall not be less than 30 days nor more than 60 after such
notice (the "Redemption Date"). ( 11.2) Such notice shall be mailed to each
Holder of Public Notes at the Holder's address appearing in the Security
Register, and specify the aggregate principal amount of Public Notes held by
such Holder to be so redeemed. ( 11.4) On the third business day prior to
the Redemption Date (the "Calculation Date") the Company shall give written
notice to each holder and the Trustee of the determination of the Redemption
Price setting forth in reasonable detail the computation thereof. The
Redemption Price set forth in such notice, shall, in the absence of manifest
error, be binding on the Company and each Holder. ( 11.2)
The term "Redemption Price" is defined in the Indenture to mean the
greater of (1) the sum of the respective Payment Values of each prospective
interest payment and the principal payment at maturity in respect of the
Public Notes being redeemed (the amount of each such payment being herein
referred to as a "Payment"), and (2) the unpaid principal amount of the
Public Notes so being redeemed. The Payment Value of each Payment shall be
determined by discounting such Payment at the Reinvestment Rate for the
period from the scheduled date of such Payment to the Redemption Date. The
Reinvestment Rate is the sum of (a) .25% and (b) the yield which shall be
imputed from the yield of those actively traded "On The Run" United States
Treasury securities, as reported on the Cantor-Fitzgerald brokerage screen
available on Telerate Information Systems (page 500 mid-point of Bid/Ask
price), having maturities as close as practicable to the final maturity of
the Public Notes so to be redeemed or, if such yields shall not be reported
as of such time or the yields reported as of such time are not ascertainable
in accordance with the preceding clause, then the arithmetic mean of the
rates, published for the 5 Business Days preceding the applicable Calculation
Date, in the weekly statistical release designated H.15(519) (or any
successor publication) of the Board of Governors of the Federal Reserve
System under the caption "U.S. Government Securities--Treasury Constant
Maturities" opposite the maturity corresponding to the final maturity of the
Public Notes, (rounded to the nearest month) so to be redeemed. If no
maturity exactly corresponding to such final maturity of the Public Notes
shall appear therein, yields for the next longer and the next shorter
maturities shall be calculated pursuant to the foregoing sentence and the
Redemption Price shall be interpolated from such yields on a straight-line
basis (rounding in each of such relevant periods, to the nearest month). The
yields of such United States Treasury securities (under both of the methods
described above) shall be determined as of 10:00 a.m., New York time, on the
Calculation Date.
On the Redemption Date, the Company shall redeem the unpaid principal
amount of such holder's Public Notes by payment to such holder of (a) the
Redemption Price of such holder's Public Notes and (b) interest accrued on
the aggregate outstanding principal amount of such holder's Public Notes to
the Redemption Date. ( 11.6) Upon such payment by the Company the holder
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shall surrender the Public Notes held by such holder to the Trustee for
cancellation. The Public Notes are not subject to any mandatory redemption
provisions, nor entitled to any sinking fund provisions.
Modification and Waiver
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Public Notes then outstanding; provided, however,
that no such modification or amendment may, without the consent of the Holder
of each Public Note then outstanding affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of interest on, any Public
Note, (b) reduce the principal amount of or interest on, any Public Note, (c)
change the place or currency of payment of principal of or interest on any
Public Note, (d) impair the right to institute suit for the enforcement of
any payment on or with respect to any Public Note, (e) reduce the above-
stated percentage of Public Notes then outstanding necessary to modify or
amend the Indenture or (f) reduce the percentage of aggregate principal
amount of Public Notes then outstanding necessary for waiver of compliance
with certain provisions of the Indenture or for waiver of certain events of
default. ( 9.2)
The Holders of a majority in aggregate principal amount of the Public
Notes then outstanding may waive compliance by the Company with certain
restrictive provisions of the Indenture. ( 10.8) The Holders of a majority
in aggregate principal amount of the Public Notes then outstanding may waive
any past default under the Indenture, except a default in the payment of
principal or interest or in respect of a covenant or provision which cannot
be modified without the consent of the Holder of each Public Note affected.
( 513)
Additional Information
The Indenture provides that the Company will deliver to the Trustee
within 15 days after the filing of the same with the Commission, copies of
the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. The Indenture further
provides that, notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company will file with the Commission, to the extent permitted, and provide
the Trustee and Holders with such annual reports and such information,
documents and other reports specified in Section 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA.
THE EXCHANGE
The Notes were sold by the Company on March 3, 1994 to Metropolitan Life
Insurance Company ("Met") pursuant to a Note Purchase and Exchange Agreement
(the "Purchase Agreement") which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The Purchase
Agreement provides that the Company may prepay the Notes by delivering to the
Met the Public Notes being registered hereunder pursuant to the Exchange
Offer described herein prior to May 3, 1995. The failure of the Company to
effect the Exchange Offer would result in the interest rate on the Notes
(currently fixed at 6.78 percent) increasing to 7.03% for the balance of
their term. By effecting the exchange on or prior to May 3, 1995, the
Company will be able to fix the interest rate payable until the stated
maturity of the Public Notes. In the Purchase Agreement the Company made
customary representations and warranties with respect to the due
authorization, execution and delivery of the Purchase Agreement and various
matters relating to the business of the Company, such as financial condition,
licenses and litigation.
The Purchase Agreement further provides that:
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(i) The Company will reimburse the Met for certain expenses incurred by
it in connection with its purchase of the Notes and the Public Notes; and
(ii) The Company will indemnify the Met against certain liabilities,
including certain liabilities under the Securities Act of 1933.
Upon this Exchange Registration Statement being declared Effective, the
Company will exchange the Public Notes upon surrender of the Notes. The
Company will keep the Exchange Offer open for twenty days, although it is
currently contemplated that the Notes will be exchanged for the Public Notes,
on May 3, 1995. For each Note surrendered to the Company pursuant to the
Exchange Offer, the holder of such Notes will receive a Public Note having a
principal amount equal to that of the surrendered Note. Interest on each
Public Note will be 6.78 percent the same interest as the Notes, and will
accrue from March 3, 1995. All the outstanding Notes are anticipated to be
surrendered pursuant to the Exchange Offer.
Upon the terms and subject to the conditions set forth in this
Prospectus the Company will accept all Notes prior to 5:00 p.m., New York
City time, on the Expiration Date (as defined herein). The Company will
issue $1,000 principal amount of Public Notes in exchange for each $1,000
principal amount of outstanding Notes accepted in the Exchange Offer.
The form and terms of the Public Notes are the same as the form and
terms of the Notes except that the Public Notes have been registered under
the Securities Act and hence will not bear legends restricting the transfer
thereof. The Public Notes will evidence the same debt as the Notes and will
be entitled to the benefits of Indenture. As of the date of this Prospectus,
$100,000,000 aggregate principal amount of Notes were outstanding.
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
_______, 1995.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the Exchange Offer, nor
will it pay any commission in connection therewith to any broker, dealer or
agent.
Absence of a Public Market
The Public Notes will constitute a new issue of securities with no
established trading market. The Company does not intend to list the Public
Notes on any national securities exchange or to seek the admission thereof to
trading in the National Association of Securities Dealers Automated Quotation
System. Accordingly, no assurance can be given that an active public or
other market will develop for the Public Notes or as to the liquidity of the
trading market for the Public Notes. If a trading market does not develop or
is not maintained, holders of the Public Notes may experience difficulty in
reselling the Public Notes or may be unable to sell them at all. If a market
for the Public Notes develops, any such market may be discontinued at any
time.
If a public trading market develops for the Public Notes, future trading
prices of such securities will depend on many factors, including, among other
things, prevailing interest rates, the Company's results of operations and
the market for similar securities. Depending on prevailing interest rates,
the market for similar securities and other factors, including the financial
condition of the Company, the Public Notes may trade at a discount from their
principal amount.
LEGAL MATTERS
The validity of the Public Notes will be passed upon for the Company by
Ropes & Gray, One International Place, Boston, Massachusetts 02110.
19
<PAGE>
EXPERTS
The Company's consolidated balance sheets as of December 31, 1993 and
1994, and the consolidated statements of income, shareholders' equity and
cash flows and financial statement schedules for each of the years in the
three-year period ended December 31, 1994, incorporated herein by reference,
have been incorporated herein by reference in reliance upon the reports of
Coopers & Lybrand L.L.P., independent certified public accountants, upon the
authority of said firm as experts in accounting and auditing.
20
<PAGE>
No dealer, salesman or
other person has been
authorized to give any
information or to make any
representations not contained
in or incorporated by
reference in this Prospectus
and, if given or made, such MILLIPORE
information or representation
must not be relied upon as
having been authorized by the
Company or any other person. $100,000,000
This Prospectus does not 6.78% Senior Notes
constitute an offer to sell Due 2004
or a solicitation of an offer
to buy any of the securities
offered hereby in any
jurisdiction to any person to P R O S P E C T U S
whom it is unlawful to make
such offer in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of the Company since the date
hereof or that information
contained or incorporated by
reference herein is correct
as of any time subsequent to
such date.
______________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents
by Reference 2
Prospectus Summary 3
Use of Proceeds 5
Capitalization 5
Selected Consolidated
Financial Data 6
Management's Discussion and
Analysis of Financial Condition and
Results of Operations 7
Business 10
Management 13
Description of Public
Notes 13
The Exchange 18
Plan of Distribution 19
Legal Matters 19
Experts 20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 22. Undertakings
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) of Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
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.
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 Rule 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 is 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.
The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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.
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 indemnifications 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
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.
II-1
<PAGE>
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-4 as amended 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, 1993 and 1994 and for
the years ended December 31, 1992, 1993, and 1994, which reports are included
or incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
We also consent to the references to our firm under the captions "Selected
Consolidated Financial Data" and "Experts".
Coopers & Lybrand L.L.P.
Boston, Massachusetts
April 25, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned thereunder duly authorized, in the
Town of Bedford, Commonwealth of Massachusetts on this 25th day of April,
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.
Name Title Date
/s/ John A. Gilmartin Director, Chairman, April 25, 1995
John A. Gilmartin President and
Chief Executive Officer
(Principal Executive
Officer)
/s/ Michael P. Carroll Vice President and April 25, 1995
Michael P. Carroll Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Charles D. Baker* Director April 25, 1995
Charles D. Baker
/s/ Samuel C. Butler* Director April 25, 1995
Samuel C. Butler
/s/ Mark Hoffman* Director April 25, 1995
Mark Hoffman
/s/ Gerald D. Laubach* Director April 25, 1995
Gerald D. Laubach
/s/ Steven Muller* Director April 25, 1995
Steven Muller
/s/ Thomas O. Pyle* Director April 25, 1995
Thomas O. Pyle
/s/ John F. Reno* Director April 25, 1995
John F. Reno
*By /s/ Geoffrey Nunes April 25, 1995
Geoffrey Nunes
Attorney-in-Fact
<PAGE>
