As filed with the Securities and Exchange Commission on November 16, 1999
Registration No. 333-80781
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
PRE-EFFECTIVE
AMENDMENT NO. 2
to
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.
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 expected to be made pursuant to Rule 434,
please check the following box:
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.
Subject to Completion
Dated November 16, 1999
PROSPECTUS
Millipore Corporation
Common Stock
660,000 Shares
____________
The stockholders of Millipore Corporation listed on pages 6 and 7 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 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.
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.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. Our actual results could differ
materially from those expressed in or implied by these forward-looking
statements. Potential risks and uncertainties that could affect future
operating results include, among other things, the risks and uncertainties
described in the Risk Factors section on page 3 of this prospectus.
ABOUT MILLIPORE
Millipore Corporation develops, makes and sells products that are used
to analyze, identify, monitor and purify liquids and gases. Our products
are based on a variety of membrane and other technologies that separate
materials through physical and chemical methods. Our products are used
primarily in biological and environmental laboratory research and testing,
in pharmaceutical and food and beverage research, manufacturing and quality
control, and in the purification and control of liquids and gases used in
the manufacture of semiconductors. We manufacture our products at a number
of locations throughout the world.
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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RISK FACTORS
You should carefully consider the following risk factors before making
any decision to buy our common stock.
Lack of early success with our pharmaceutical customers can shut us out of
future business with those customers.
The products we sell to customers in the pharmaceutical industry are
incorporated into the manufacturing processes of these customers. Once a
customer chooses a particular product for use in a drug manufacturing
process, it is unlikely that the customer will later switch to a competing
alternative. Obtaining the regulatory approvals needed for a change in the
manufacturing process is time-consuming, expensive and uncertain.
Accordingly, if we fail to convince a pharmaceutical customer to choose our
products early in its manufacturing design phase, we may lose that
particular business for good. Because we face vigorous competition in this
market from companies of substantial financial and technical resources, we
run the risk that our competitors will win significant early business with
a customer making it difficult for us to recover that opportunity.
Because of our significant level of international sales, a strengthening of
the U.S. dollar against foreign currencies can have a significant negative
impact on our total revenues, which we report in U.S. dollars.
We derive about 60% of our revenues from customers outside the United
States. Our sales made in countries other than the U.S. are typically made
in the local currencies of those countries. When the U.S. dollar
strengthens against a foreign currency, sales made in that currency will be
negatively impacted when reported in U.S. dollars. This occurred in a
number of Asian countries in 1997 and 1998, when the dollar strengthened
dramatically against the local currencies. We have historically reduced
the risk associated with a strengthening of the U.S. dollar by sourcing
product from overseas plants, actively managing cross-border currency
flows, and utilizing a variety of financial instruments. Despite these
steps, the strengthening of the U.S. dollar, particularly against
currencies in which we earn a significant portion of our revenues such as
the euro and the Japanese yen, will negatively impact our total revenues,
which we report in U.S. dollars.
Our net sales and results of operations can be adversely affected by
instability of Asian economies, from which we derive a significant portion
of our revenues.
Our sales to customers in Asian markets represented about 24% of our
total revenues in 1998. Asian countries, including Japan, Korea and
Taiwan, which account for a large share of our business in that region,
experienced weakness in their currency, banking and equity markets in late
1997 and 1998. This weakness adversely affected our sales and results of
operations in Asia during that period. A recurrence of instability in the
region could adversely affect future sales and results of operations.
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We use hazardous materials in our operations and could therefore incur
significant environmental compliance and remediation costs.
We use common organic solvents and other hazardous materials in our
manufacturing processes and our research and development activities. The
use of these materials subjects us to federal, state, local and foreign
laws and regulations that set standards for the use and disposal of
hazardous materials. We have in the past been named a potentially
responsible party under the federal superfund law with respect to fourteen
treatment, storage or disposal facilities where hazardous materials that we
had used in our operations were sent. We have paid a total of
approximately $14 million in settlement of our liability relating to
thirteen of these sites, almost all of which was paid prior to 1995, and we
believe that any future remaining liabilities relating to these sites
should not have a material adverse effect on our financial condition and
results of operations. However, future events, such as changes in existing
laws, regulations or enforcement policies, or the discovery of
contamination on sites we operate or to which our waste materials have been
sent, could result in significant additional compliance or remediation
costs.
Our performance may be affected in part by the cyclicality of the
semiconductor industry, which at times leads to reduced product demand.
A substantial portion of our business depends upon the future
worldwide growth of the semiconductor industry. The semiconductor 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 significantly reduced revenues during these periods of
oversupply. For example, in 1997, early in the most recent semiconductor
industry slump, our microelectronics business segment generated $264
million in revenues, or 36% of our total revenues. In 1998, during which
the industry slump appears to have bottomed out, our microelectronics
business segment generated only $180 million in revenues, or 26% of our
total revenues. The decrease in sales from 1997 to 1998 was attributable
in large part to the semiconductor industry slump. In the future, if and
when the semiconductor industry cycle turns down again, we may again
experience reduced revenues.
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
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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, which could result in a
delay or inability to heat our facilities, manufacture or deliver our
products, or communicate with the outside world
competition for personnel skilled in remediation of Year 2000 issues, which
could result in key employees involved in our Year 2000 preparations
leaving us for competing positions
failure of our key suppliers and service providers to be successful in
addressing all of their software and system problems, which could result in
failures or significant delays in our receiving materials or services that
are important to the functioning of our operations
failure of our customers to address all of their software and system
problems, which could result in a reduction, delay or cancellation of
orders and delay in payment for ordered products
failure to successfully implement parts of our Year 2000 readiness program
or to fully develop a contingency plan covering responses to any unexpected
failures on our part or the parts of our suppliers or customers.
Further consolidation of the pharmaceutical industry may have a negative
impact on our future operating results.
There has been significant merger and acquisition activity among
pharmaceutical manufacturers in recent years resulting in fewer and larger
customers of our Biopharmaceutical & Research business segment. Further
significant consolidation in this industry could have a negative impact on
our operating results. The new larger customers would have increased
leverage in their purchase of products and services from us, and we could
as a result face reduced sales or downward pricing pressure. Also, a
business combination between two customers could mean a consolidation in
the number of manufacturing facilities and a corresponding reduction in the
combined company's demand for our products.
Technology innovations in the market which we serve may reduce the need of
our traditional customers for separations products.
Microelectronics and biopharmaceutical customers constantly attempt to
reduce their manufacturing costs and to improve product quality.
Technology innovations to which our customers would have access could
reduce or eliminate their need for our separations products. For example,
if a new method of semiconductor manufacture that relies less heavily on
purified chemicals and gases becomes available and cost-effective, sales to
our microelectronics customers would be negatively impacted as they shift
to the new manufacturing method. Or, if a new membrane technology of one
of our competitors is accepted by the pharmaceutical industry as a market
standard for sterilization, sales of our sterilization membrane products
would be negatively impacted.
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We may be prevented from using certain technology in current or planned
products because of the patent rights of others.
We and our major competitors spend a good deal of time and money developing
and patenting new and improved products and technologies. Because of the
similarities of the technologies used by us and our competitors, it is
sometimes possible to inadvertently utilize a particular technology
previously patented by a competitor. If the competitor were unwilling to
license the technology to us, we would be unable to continue selling the
particular product. We have been engaged in a number of patent disputes,
none of which to date has resulted in a material negative impact on our
ability to sell our products. However, in the future the outcome of this
type of dispute could prevent us from selling an important product.
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.
Selling Shares
Stockholder Owned
and Being
Offered
Crown Capital Limited 51,384
Dr. Frank M. Roberts 26,613
Thomas M. Swan 15,149
Kerry F. Napuk 11,259
Dr. Kamran Beyzavi 7,495
Alta Berkeley Associates Limited 33,185
Alta Berkeley LP II 228,914
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Transatlantic 90,915
Capital General Partners `C' Ltd.
Ferraris Group plc 30,503
Harry W. Childs 30,503
Innoven LLC 51,834
BTG International Limited 69,112
Dr. John N.D. Heap 4,510
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.
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.
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.
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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 Amended Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998.
(2) Our Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(3) The description of our Common Stock set forth in our Form 8-A
Registration Statement, filed May 13, 1965, and our Amended Annual Report
on Form 10-K/A 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.
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 Amended Annual Report
on Form 10-K/A 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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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
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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
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, Previously filed
Esq., General Counsel of
the Registrant, regarding
legality of shares
23.1 Consent of Previously filed
PricewaterhouseCoopers LLP
23.2 Consent of Jeffrey Rudin, Previously filed
Esq.
23.3 Consent of Previously filed
PricewaterhouseCoopers LLP
to Pre-Effective Amendment
No. 1
23.4 Consent of Filed herewith
PricewaterhouseCoopers LLP
to Pre-Effective Amendment
No. 2
24.1 Power of Attorney Previously filed
24.2 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
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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.
(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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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 Pre-Effective Amendment No. 2 to Registration Statement on Form S-3
to be signed on behalf by the undersigned, thereunto duly authorized, in
Bedford, Massachusetts, on November 16, 1999.
MILLIPORE CORPORATION
By: /s/ Jeffrey Rudin
Jeffrey Rudin
Vice President
Date: November 16, 1999
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 2 to Registration Statement on Form S-3 has been
signed below by the following persons in the indicated capacities and on
the indicated date.
/s/ C. William Zadel Chairman, President, November 16, 1999
C. William Zadel Chief Executive
Officer
and Director
/s/ Francis J. Lunger Vice President, November 16, 1999
Francis J. Lunger Chief Financial Officer
/s/ Kathleen B. Allen Corporate Controller November 16, 1999
Kathleen B. Allen
/s/ Robert C. Bishop* Director November 16, 1999
Robert C. Bishop
/s/ Samuel C. Butler* Director November 16, 1999
Samuel C. Butler
/s/ Robert E. Caldwell* Director November 16, 1999
Robert E. Caldwell
/s/ Elaine L. Chao* Director November 16, 1999
Elaine L. Chao
/s/ Maureen A. Hendricks* Director November 16, 1999
Maureen A. Hendricks
/s/ Mark Hoffman* Director November 16, 1999
Mark Hoffman
/s/ Richard J. Lane* Director November 16, 1999
Richard J. Lane
/s/ Thomas O. Pyle* Director November 16, 1999
Thomas O. Pyle
/s/ John F. Reno* Director November 16, 1999
John F. Reno
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*The undersigned, by signing his name hereto, does hereby sign and execute
this Pre-Effective Amendment No. 2 to Registration Statement on Form S-3 on
behalf of the above named directors of Millipore pursuant to the Powers of
Attorney executed by such directors and previously filed with the
Securities and Exchange Commission or filed herewith.
*By:_/s/ Jeffrey Rudin__
Jeffrey Rudin
Attorney in Fact
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EXHIBIT INDEX
Number Title of Exhibit
23.4 Consent of Independent Accountants
24.2 Power of Attorney
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EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Pre-
Effective Amendment No. 2 to the Registration Statement on Form S-3 (No.
333-80781) of our report, dated January 20, 1999, except for Note B, for
which the date is November 12, 1999, relating to the consolidated financial
statements, which appears in Millipore Corporation's Amended Annual Report
on Form 10-K/A for the year ended December 31, 1998. We also consent to
the reference to us under the heading "Experts" in such Pre-Effective
Amendment No. 2.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
November 16, 1999
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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Richard J. Lane, a
Director of Millipore Corporation (the "Corporation"), does hereby
constitute and appoint C. William Zadel, Francis J. Lunger and Jeffrey
Rudin, and each of them individually, his true and lawful attorney and
agent to execute on behalf of the Corporation Pre-effective Amendment No. 2
to the Registration Statement on Form S-3 (S.E.C. Registration No. 333-
80781) relating to 660,000 shares of the Corporation's Common Stock to be
offered and sold by the former shareholders and optionholders of
Bioprocessing Corporation Limited, any and all further amendments to such
Registration Statement (including post-effective 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 such Pre-effective Amendment No. 2 and
any such further amendments, including specifically, but without limitation
of the foregoing, power and authority to sign the name of the undersigned
Director on his behalf, as such Director, on any such documents or
instruments; and the undersigned hereby ratifies and confirms all that such
attorneys and agents shall do or cause to be done by virtue thereof.
SIGNATURE TITLE DATE
/s/ Richard J. Lane_____ Director October 6, 1999
Richard J. Lane
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