9
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 Combined Stock Option 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 Stock 2,000,000 Shares $37.625 $75,250,000.00* $25,948.28
$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 using
average of the high and low prices for Millipore Corporation Common
Stock on the New York Stock Exchange as of August 21, 1996.
PART I INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Millipore Corporation ("Millipore" or the "Corporation")
shall deliver or cause to be delivered to each employee who is selected
by the Corporation to participate in the 1995 Combined Stock Option
Plan (the "Plan"), documents containing the information regarding the
Plan and its operations, as specified in Rule 428(b)(1) of the
Securities Act of 1933 (the "Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The Corporation 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.
PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Corporation hereby incorporates by reference into this
registration statement the documents listed in (a) through (c).
Millipore further states that all documents filed by it pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 ("Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be
part thereof from the date of filing of such documents:
(a) Millipore Corporation's latest annual report on Form 10-K
for the fiscal year ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act subsequent to the filing of Millipore's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
(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, 1995.
Item 4. Description of Securities. Not applicable
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the Shares being offered
under the 1995 Combined Stock Option Plan have been passed upon for the
Corporation by Geoffrey Nunes, Esquire, Senior Vice President and
General Counsel of the Corporation. As of August 23, 1996, Mr. Nunes
owned 51,500 shares of Millipore Common Stock and held options to
acquire an aggregate of 185,986 shares at an average per share exercise
price of $19.81.
The consolidated balance sheets as of December 31, 1995 and
1994 and the consolidated statements of income, stockholders equity,
and cash flows for each of the three years in the period ended December
31, 1995, incorporated by reference in this Form S-8, have been
incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Corporation's By-Laws provide that each officer and
director of the Corporation and its subsidiaries shall be indemnified,
to the full extent permitted by law, against all liabilities and
expenses arising out of litigation and other proceedings in which he or
she is involved because of being an officer or director of the
Corporation or a subsidiary so long as he or she shall have acted in
good faith in the reasonable belief that his or her 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 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.
Item 7. Exemption from Registration Claimed. None claimed.
Item 8. Exhibits.
(4) Instruments defining Rights of Security Holders
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, 1995
(5) Opinion of Geoffrey Nunes, Esq., dated August 23, 1996 as
to the legality of shares of Millipore Common Stock
(23) Consent of Independent Certified Public Accountants
(24) Powers of Attorney
Item 9. Undertakings.
(a) The undersigned Millipore Corporation 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.
(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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground 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,
Massachusetts on August 23,1996.
MILLIPORE CORPORATION
By /s/ Geoffrey Nunes
Geoffrey Nunes
Sr. 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:
/s/C. William Zadel Director, Chairman, President August 23,1996
C. William Zadel and Chief Executive Officer
(Principal Executive Officer)
/s/Michael P. Carroll Vice President and Chief August 23,1996
Michael P. Carroll Financial Officer (Principal
Financial and Accounting Officer)
DIRECTORS
/s/Charles D. Baker* /s/ Steven Muller*
Charles D. Baker Steven Muller
August 23, 1996 August 23, 1996
/s/ Thomas O. Pyle*
Samuel C. Butler Thomas O. Pyle
August 23, 1996 August 23, 1996
/s/ Maureen A. Hendricks* /s/ John F. Reno*
Maureen A. Hendricks John F. Reno
August 23, 1996 August 23, 1996
/s/ Mark Hoffman*
Mark Hoffman
August 23, 1996
*By /s/ Geoffrey Nunes
Geoffrey Nunes, Attorney in Fact
INDEX TO EXHIBITS
The following Exhibits are filed as a part of this Registration
Statement:
Found at
Exhibit No. Description Page No.
(4) Instruments defining Rights of Security Holders
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, 1995
(5) Opinion of Geoffrey Nunes, Esq., dated August 23, 1996 as
to the legality of shares of Millipore Common Stock 8
(23) Consents of Independent Certified Public Accountants and
Counsel 9-10
August 23, 1996
Securities and Exchange Commission
500 North Capitol Street, NW
Washington, DC 20549
Dear Sirs:
In connection with the proposed offer and sale of 2,000,000 shares
of Common Stock $1.00 par value per share (the "Stock") of Millipore
Corporation (the "Company") as set forth in the attached 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, such records
of its corporation proceedings as I deemed material, the Registration
Statement and such other certificates, records and documents as I
deemed necessary for purposed of this opinion. Based on the foregoing,
I am of the opinion that:
1. The Company is a duly organized and existing corporation
under the laws of the Commonwealth of Massachusetts.
2. The 2,000,000 shares covered by the Registration Statement
which are reserved for issue to employees of the Company
pursuant to the exercise of options granted under the
Millipore Corporation 1995 Combined Stock Option Plan, have
been duly authorized and will be, when issued, sold and
delivered in the manner described in the Registration
Statement validly issued, 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,
/s/ Geoffrey Nunes
Geoffrey Nunes
Senior Vice President and
General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of the Millipore Corporation 1995 Combined Stock Option Plan
on Form S-8 of our report, dated January 23, 1996, on our audits of the
consolidated financial statements of Millipore Corporation as of
December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995, which report is 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 "Interest
of Named Experts".
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 23, 1996
CONSENT OF LEGAL COUNSEL
I hereby consent to the inclusion in the Registration Statement of
Millipore Corporation on Form S-8 of my opinion dated August 23,1996,
as to the due authorization and validity of the shares to which this
Registration Statement relates.
/s/ Geoffrey Nunes
Geoffrey Nunes, Esquire
Senior Vice President and
General Counsel
Millipore Corporation
Bedford, Massachusetts
August 23, 1996
VIA EDGAR
August 23, 1996
Securities & Exchange Commission
One Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549
Re: Millipore Corporation - Form S-8 Registration Statement
covering 2,000,000 shares to be issued pursuant to the
Millipore Corporation 1995 Combined Stock Option Plan
Gentlemen:
Enclosed for filing please find the following:
Registration Statement on Form S-8 relating to the issuance of
2,000,000 shares of Millipore Corporation Common Stock in connection
wit the Corporation's 1995 Combined Stock Option Plan (the "Plan),
including applicable exhibits and opinion of counsel in connection with
the shares to be issued, and consent of the Corporation's independent
public accountant. The Plan was approved by the Stockholders at the
1996 Annual meeting held on April 18, 1996.
The filing fee of $25,948.28, calculated in accordance with Rule
457(h)(1) has been wire transferred to the Mellon Bank in Pittsburgh.
The Plan is substantially identical to the Millipore Corporation
1985 Combined Stock Option Plan (Registration Nos. 33-11790; 33-37319;
and 33-55613), which expired on December 12, 1995.
If you have any questions concerning these materials, please
telephone the undersigned at (617) 533-2272.
Sincerely,
MILLIPORE CORPORATION
/s/ Patricia A. Powers
Patricia A. Powers
Staff Attorney
