As filed with the Securities and Exchange Commission on June 16,
1999
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
Registration Statement
under
The Securities Act of 1933
_______________________
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2170233
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
80 Ashby Road
Bedford, Massachusetts 01730
(781)533-6000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Jeffrey Rudin, Esq.
Vice President and General Counsel
Millipore Corporation
80 Ashby Road
Bedford, Massachusetts 01730
(781)533-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effectiveness of the Registration
Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. ()
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. (x)
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement under the earlier effective registration statement for
the same offering. ()
If this form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ()
If delivery of the prospectus is expect to be made pursuant to
Rule 434, please check the following box: ()
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed Amount of
Title of each Amount to maximum maximum registration
class of be offering aggregate fee
Securities to be registered price offering
registered per share price (1)
(1)
Common Stock -- 660,000 $34.1875 $22,563,750.00 $6,272.72
$1.00 par value,
together with
associated Common
Stock purchase
rights
</TABLE>
(1) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(c) under the
Securities Act. The maximum price per share information is based
on the average of the high and low sale prices of the
Registrant's common stock, $1.00 par value per share, reported on
the New York Stock Exchange on June 10, 1999.
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 this 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 June 15, 1999
PROSPECTUS
Millipore Corporation
Common Stock
660,000 Shares
____________
The stockholders of Millipore Corporation listed on page 5
may offer and sell up to 660,000 shares of Millipore common stock
(including associated common stock purchase rights) under this
prospectus.
BEFORE PURCHASING SHARES OF OUR COMMON STOCK YOU SHOULD
CAREFULLY REVIEW THE RISK FACTORS SECTION OF THIS PROSPECTUS
WHICH BEGINS ON PAGE 3.
The selling stockholders may offer their shares in public
transactions on the New York Stock Exchange at prevailing market
prices or in negotiated private transactions at negotiated
prices. Millipore common stock is listed on the New York Stock
Exchange ("NYSE") with the ticker symbol: "MIL." On June 10,
1999, the closing price of one share of Millipore common stock on
the NYSE was $34.0625.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
______________________
The date of this Prospectus is ___________, 1999
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
We have not authorized any person to provide information or
make any representation about this offering that is not in this
prospectus. Prospective investors should rely only on the
information contained in this prospectus. This prospectus is not
an offer to sell nor is it seeking an offer to buy these
securities in any jurisdiction where the offer or sale is
prohibited. Information in this prospectus is correct only as of
its date, regardless of when any later offer or sale occurs.
THE COMPANY
Millipore Corporation is a market leader in the field of
separations technology and develops, manufactures and sells
products that are used primarily for the analysis,
identification, monitoring and purification of liquids and gases.
Our separations products are based on a variety of membrane and
other technologies that effect separations through physical and
chemical methods and are applied primarily to biological and
environmental laboratory research and testing, to pharmaceutical
and food and beverage research, manufacturing and quality control
and to the purification and control of process liquids and gases
for integrated circuit manufacturing operations. We are an
integrated multinational manufacturer of these products.
Our principal executive offices are located at 80 Ashby Road,
Bedford, Massachusetts 01730 and our telephone number is (781)533-
6000.
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<PAGE>
RISK FACTORS
This prospectus, including any documents that we have
incorporated by reference into this prospectus, contains certain
forward-looking statements that involve substantial risks and
uncertainties. Our actual results, performance or achievements
could differ materially from the results expressed in, or implied
by, these forward-looking statements. Potential risks and
uncertainties that could affect our future operating results
include, among other things, the following: Increased
regulatory concerns on the part of the biopharmaceutical
industry; further consolidation of drug manufacturers;
competitive factors such as new membrane technology and/or a new
method of chip manufacture which relies less heavily on purified
chemicals and gases; availability of component products on a
timely basis; and inventory risks due to shift in market demand;
change in product mix; the failure to realize the savings
contemplated by certain restructuring activities; and the
inability to utilize technology in current or planned products
due to overriding rights by third parties. In addition, you
should carefully consider the following risk factors before
making any decision to buy our common stock.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT.
We face intense competition in all of our sales to
customers. Some of our competitors are larger and have greater
financial and other resources than us. We believe that the
principal competitive factors affecting our business include
price, technical expertise, product quality and responsiveness to
customer needs, including service and technical support.
WE ARE SUBJECT TO FOREIGN CURRENCY EXCHANGE RISKS DUE TO OUR
SIGNIFICANT LEVEL OF INTERNATIONAL SALES.
Approximately 60% of our sales derive from sales to
customers outside the United States. Consequently, our results
of operations could be negatively affected by a material
strengthening of the U.S. dollar over a short period of time.
Exchange rate fluctuations are beyond our control, and there can
be no assurance that the U.S. dollar will not appreciate against
the Japanese yen, the euro, or other currencies in which we earn
a significant portion of our revenues.
WE ARE SUBJECT TO ENVIRONMENTAL, HEALTH AND SAFETY REGULATIONS
AND COULD ENCOUNTER SIGNIFICANT COMPLIANCE AND REMEDIATION COSTS.
Our operations are subject to federal, state, local and
foreign environmental and health and safety laws and regulations.
These laws and regulations impose workplace standards and
limitations on the discharge of pollutants into the environment
and set standards for handling, generating, emitting, releasing,
discharging, treating, storing, and disposing certain materials,
substances and wastes. We have in the past been named a
potentially responsible party at a number of hazardous waste
sites. We have settled our liability relating to most of these
sites, and we believe that any future remaining liabilities
relating to these sites should not have a material adverse effect
on our financial condition. However, future events, such as
changes in existing laws and regulations or enforcement policies
or the discovery of contamination on sites we operate, could
result in significant additional compliance costs.
OUR PERFORMANCE MAY BE AFFECTED IN PART, BY THE CYCLICALITY OF
THE MICROELECTRONICS INDUSTRY WHICH AT TIMES LEADS TO REDUCED
PRODUCT DEMAND.
A substantial portion of our business depends upon the
future worldwide growth of the microelectronics industry,
particularly the semiconductor portion. The microelectronics
industry is highly cyclical and historically has experienced
periods of oversupply, resulting in significantly reduced demand
for capital equipment, including the products we manufacture. As
a result of this cyclicality, we have experienced, and in the
future could experience, reduced revenues.
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<PAGE>
OUR FAILURE TO IDENTIFY AND REMEDIATE ALL MATERIAL YEAR 2000
RISKS, OR PROBLEMS AMONG OUR SUPPLIERS OR CUSTOMERS, COULD
SIGNIFICANTLY DISRUPT OUR BUSINESS.
We are aware of the Year 2000 issues that will affect
certain products and systems that were not designed to properly
handle the transition between the twentieth and twenty-first
centuries. We have taken action to attempt to ensure that our
business operations will not be adversely impacted by the
transition into the Year 2000. Among the areas that we have been
addressing are our internal information systems, our
manufacturing equipment and facilities, our products, and the
Year 2000 readiness of our key suppliers and financial
institutions. Our incremental spending on our Year 2000
readiness program is not expected to be material because most
Year 2000 readiness costs will be met with amounts that are
normally budgeted for procurement and maintenance of our
information systems and infrastructure. However, the redirection
of spending to the implementation of our Year 2000 readiness
program may delay some productivity improvements. Though we
believe we are appropriately preparing ourselves for the Year
2000 and minimizing the chances of any adverse impact to our
business operations, Year 2000 issues present a number of risks
and uncertainties that could materially impact our business,
financial condition or results of operations. These risks and
uncertainties include, among other things, failure of utilities
or transportation systems, competition for personnel skilled in
remediation of Year 2000 issues, the nature of government
responses to Year 2000 issues, and failure to successfully
implement parts of our Year 2000 readiness program.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common
stock in this offering will go to the stockholders who offer and
sell them. We will not receive any proceeds from this offering.
SELLING STOCKHOLDERS
The selling stockholders acquired their shares of Millipore
common stock from us in exchange for all of the outstanding
equity interests in Bioprocessing Corporation Limited, a company
that we acquired from the selling stockholders in May 1999. Some
of the selling stockholders are now or have during the last three
years been active in the management of Bioprocessing Corporation
Limited and its subsidiaries. We have agreed with each of the
selling stockholders that we would use our reasonable efforts to
register their shares. Registration of these shares does not
necessarily mean that the selling stockholders will offer or sell
all or any of the shares.
Based on the information available to us, including
information we have received from the selling stockholders, we
believe that the shares listed below represent all of the shares
that each selling stockholder currently beneficially owns. Any
or all of these shares may be sold, from time to time, by the
selling stockholders pursuant to this prospectus. Since each of
the listed stockholders' percentage ownership of our common stock
is less than one percent, no percentage is indicated for any
selling stockholders in the table below.
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<PAGE>
Selling Shares
Stockholder Owned
and Being
Offered
Crown Capital 51,384
Limited
Dr. Frank M. 26,613
Roberts
Thomas M. Swan 15,149
Kerry F. Napuk 11,259
Dr. Kamran 7,495
Beyzavi
Alta Berkeley
Associates 33,185
Limited
Alta Berkeley LP 228,914
II
Transatlantic
Capital 90,915
General
Partners `C' Ltd.
Ferraris Group 30,503
plc
Harry W. Childs 30,503
Innoven LLC 51,834
BTG International 69,112
Limited
Dr. John N.D. 4,510
Heap
Geoffrey R. Race 2,706
Helen C. Wood 1,804
David R. Standen 1,804
Karen Bambury 1,330
Jeff Wilson 980
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling
stockholders. The selling stockholders may offer their shares of
our common stock at various times in one or more of the following
types of transactions:
on the New York Stock Exchange
in private negotiated
transactions, including in
settlement of options
transactions and in
settlement of short sales of
shares of our common stock
The selling stockholders may sell their shares at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
The selling stockholders may use broker-dealers to sell
their shares. If this happens, broker-dealers will either
receive discounts or commissions from the selling stockholders,
or they will receive commissions from purchasers of shares for
whom they acted as agents.
Selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and
conform to the requirements of that rule.
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<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any document we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Room. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov." Our
common stock is listed on the NYSE under the symbol "MIL" and the
periodic reports, proxy statements and other information we file
with the SEC may also be inspected at the offices of the NYSE at
20 Broad Street, New York, New York 10005. Information regarding
us is also available on our Website, "http://www.millipore.com".
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be
part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below:
(1) Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(2) Our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999.
(3) The description of our Common Stock set forth in
our Form 8-A Registration Statement, filed May 13,
1965, and our Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
In addition, this prospectus incorporates by reference any
future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from
the date of the initial filing of the Registration Statement that
includes this prospectus until the termination of the offering.
Information in this prospectus supersedes related information in
the documents listed above and information in subsequently filed
documents supersedes related information in both this prospectus
and the incorporated documents.
We will, upon written or oral request, provide at no cost a
copy of any or all of the information that is incorporated by
reference. Requests should be made to the following address and
telephone number:
Millipore Corporation
80 Ashby Road
Bedford, Massachusetts 01730
Attention: General Counsel
(781)533-6000
This prospectus is part of a registration statement that we
have filed with the SEC. You should rely only on the information
or representations provided in this prospectus. We have not
authorized nor have any of the selling stockholders authorized
anyone to provide you with different information. The selling
stockholders are not making an offer of these securities in any
state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any
date other than the date on the front of the document.
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<PAGE>
VALIDITY OF COMMON STOCK
For the purpose of this offering, our General Counsel,
Jeffrey Rudin, Esq., is providing an opinion on the validity of
the shares.
EXPERTS
The consolidated financial statements of the Corporation and
its subsidiaries incorporated herein by reference to the Annual
Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following statement sets forth the estimated amounts of
expenses to be borne by the Registrant in connection with the
offering described in this Registration Statement. None of the
expenses will be borne by the security holders.
Securities and Exchange Commission
Registration Fee $6,272.72
Legal Fees and Expenses $5,000.00
Accounting Fees and Expenses $5,000.00
Miscellaneous Expenses $1,727.28
Total Expenses $18,000.00
Item 15. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws
provides that indemnification of directors and officers of the
Registrant may be provided to the extent specified or authorized
by its articles of organization or a by-law provision adopted by
the stockholders.
Under Section 9 of the By-laws of the Registrant, the
Registrant shall, to the extent legally permissible, indemnify
each of its directors and officers (including persons who serve
at its request as directors, officers or trustees of another
organization or in any capacity with respect to any employee
benefit plan) against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees, reasonably incurred by him
in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, in which he may
be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a
director or officer, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action
was in the best interests of the Registrant; provided, however,
that as to any matter disposed of by a compromise payment by such
director or officer, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other
expenses shall be provided unless such compromise shall be
approved as in the best interests of the Registrant, after notice
that it involves such indemnification: (a) by a disinterested
majority of the directors then in office; or (b) by a majority of
the disinterested directors then in office, provided that there
has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action
was in the best interests of the Registrant; or (c) by the
holders of a majority of the outstanding stock at the time
entitled to vote for directors, voting as a single class,
exclusive of any stock owned by any interested director or
officer. Expenses, including counsel fees, reasonably incurred
by any director or officer in connection with the defense or
disposition of any such action, suit or other proceeding may be
paid from time to time by the Registrant in advance of the final
disposition thereof under receipt of an undertaking by such
director or officer to repay the amounts so paid to the
Registrant if it is ultimately determined that indemnification
for such expenses is not authorized under Section 9. The right
of indemnification provided by Section 9 of the By-laws is not to
be exclusive and is not to affect any other rights to which any
director or officer may be entitled. As used in said Section 9,
the terms "director" and "officer" include their
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<PAGE>
respective heirs, executors and administrators, and an
"interested" director or officer is one against whom in such
capacity the proceedings in question or another proceeding on the
same or similar grounds is then pending. Nothing contained in
Section 9 shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be
entitled by contract or otherwise under law.
The Registrant has also purchased liability insurance
policies covering directors and officers in certain
circumstances.
Item 16. Exhibits
Number Description of Exhibit Location
4.1 Restated Articles of Incorporated by reference to
Organization, Form 10-K Report for the
as amended year ended December 31, 1996
4.2 By-Laws, as amended Incorporated by reference to
Form 10-K Report for year
ended December 31, 1990
4.3 Shareholders Rights Incorporated by reference to
Agreement dated as of Form 8-K Report filed April,
April 15, 1988, as amended 1998
and restated April 16,
1998 between the
Registrant and The First
National Bank of Boston
5.1 Opinion of Jeffrey Rudin, Filed herewith.
Esq., General Counsel of
the Registrant, regarding
legality of shares.
23.1 Consent of Filed herewith.
PricewaterhouseCoopers LLP
23.2 Consent of Jeffrey Rudin, Included in Exhibit 5.1
Esq. filed herewith.
24.1 Power of Attorney. Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement (other than as provided in the proviso and instructions
to Item 512(a) of Regulation S-K) (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and (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, 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.
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<PAGE>
(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.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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 in the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, 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 Securities 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 officer, director 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 Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on behalf by the undersigned, thereunto duly authorized, in
Bedford, Massachusetts, on June 15, 1999.
MILLIPORE CORPORATION
By:/s/ Jeffrey Rudin
Jeffrey Rudin
Vice President
Date: June 15, 1999
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the indicated capacities and on the
indicated date.
/s/ C. William Zadel Chairman, President, June 15, 1999
C. William Zadel Chief Executive
Officer
and Director
/s/ Francis J. Vice President, June 15, 1999
Lunger Chief
Francis J. Lunger Financial Officer
/s/ Kathleen B. Corporate Controller June 15, 1999
Allen
Kathleen B. Allen
/s/ Robert C. Bishop Director June 15, 1999
*
Robert C. Bishop
/s/ Samuel C. Butler Director June 15, 1999
*
Samuel C. Butler
/s/ Robert E. Director June 15, 1999
Caldwell *
Robert E. Caldwell
/s/ Elaine L. Chao * Director June 15, 1999
Elaine L. Chao
/s/ Maureen A. Director June 15, 1999
Hendricks *
Maureen A. Hendricks
/s/ Mark Hoffman * Director June 15, 1999
Mark Hoffman
/s/ Thomas O. Pyle * Director June 15, 1999
Thomas O. Pyle
/s/ John F. Reno * Director June 15, 1999
John F. Reno
*By /s/ Jeffrey Rudin
Attorney in Fact
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<PAGE>
EXHIBIT INDEX
Number Title of Exhibit
4.1 Restated Articles of Organization, as Incorporated
amended by Reference
4.2 Incorporated
By-Laws, as amended by Reference
4.3
Shareholders Rights Agreement dated as of Incorporated
April 15, 1988, by
as amended and restated April 16, 1998, Reference
between Millipore
5.1 Corporation and The First National Bank of
23.2 Boston
Opinion Regarding Legality
23.1 Consent of Independent Accountants
24.1 Power of Attorney
<PAGE>
EXHIBIT 5.1
OPINION REGARDING LEGALITY
[MILLIPORE LETTERHEAD]
June 15, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
This opinion is rendered to you in connection with the
Registration Statement on Form S-3 of Millipore Corporation (the
"Company") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Registration Statement") covering the offering and possible
future sale by certain holders of 660,000 shares of common stock
of the Company (the "Common Stock").
I am General Counsel of the Company and have acted as
counsel to the Company in connection with the preparation and
filing of the Registration Statement. For purposes of this
opinion, I have examined and relied upon the information set
forth in the Registration Statement as well as such other
documents, records, certificates and other instruments as I have
deemed necessary for purposes of giving this opinion.
I express no opinion as to the laws of any jurisdiction
other than those of the Commonwealth of Massachusetts and the
federal laws of the United States of America.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the Commonwealth of Massachusetts.
2. The shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable.
I understand that this opinion is to be used in connection
with the Company's Registration Statement relating to the Common
Stock to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. I consent to the
filing of this opinion with and as a part of the Registration
Statement and the use of my name therein.
Very truly yours,
/s/ Jeffrey Rudin
Jeffrey Rudin
Vice President and
JR/bb General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report, dated January
20, 1999, except for Note B, for which the date is February 5,
1999 relating to the consolidated financial statements, which
appears in Millipore Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 14, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors of
Millipore Corporation (the "Corporation"), do hereby constitute
and appoint C. William Zadel, Francis J. Lunger and Jeffrey Rudin
and each of them individually, their true and lawful attorneys
and agents to execute on behalf of the Corporation the
Registration Statement on Form S-3 relating to 660,000 shares of
Millipore Common Stock to be offered and sold by the former
shareholders and optionholders of Bioprocessing Corporation
Limited, any and all amendments thereto (including post-effective
amendments and amendments thereto), and any and all such
additional instruments related thereto which such attorneys and
agents may deem to be necessary and desirable to enable the
Corporation to comply with the requirements of the Securities Act
of 1933, as amended, and any regulations, orders, or other
requirements of the United States Securities and Exchange
Commission thereunder in connection with the preparation and
filing of said Registration Statement on Form S-3, including
specifically, but without limitation of the foregoing, power and
authority to sign the names of each of such Directors on his or
her behalf, as such Director, on any such documents or
instruments; and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to
be done by virtue thereof.
SIGNATURE TITLE DATE
Chairman, President, June 4, 1999
C. William Zadel Chief Executive Officer
and Director
/s/ Robert C. Bishop Director June 4, 1999
Robert C. Bishop
/s/ Samuel C. Butler Director June 4, 1999
Samuel C. Butler
/s/ Robert E. Caldwell Director June 4, 1999
Robert E. Caldwell
SIGNATURE TITLE DATE
/s/ Elaine L. Chao Director June 4, 1999
Elaine L. Chao
/s/ Maureen A. Hendricks Director June 4, 1999
Maureen A. Hendricks
/s/ Mark Hoffman Director June 4, 1999
Mark Hoffman
/s/ Thomas O. Pyle Director June 4, 1999
Thomas O. Pyle
/s/ John F. Reno Director June 4, 1999
John F. Reno
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