<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CARRINGTON LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1435663
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2001 WALNUT HILL LANE
IRVING, TEXAS 75038
(Address of Principal Executive Offices) (Zip Code)
--------------------------
CARRINGTON LABORATORIES, INC. 1995 MANAGEMENT COMPENSATION PLAN
(Full title of the plan)
--------------------------
CHRISTOPHER S. RECORD, ESQ. Copy to:
Vice President, Business Development PAUL M. JOHNSTON, ESQ.
and Strategic Planning Thompson & Knight,
Carrington Laboratories, Inc. A Professional Corporation
2001 Walnut Hill Lane 1700 Pacific Avenue, Suite 3300
Irving, Texas 75038 Dallas, Texas 75201
(Name and address of agent for service) (214) 969-1358
(214) 518-1300
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000
$.01 par value shares (2)(3) $19.125 $4,781,250 $956.25
per share
=====================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock on the NASDAQ Stock Market on November 14, 1995, as
reported in the November 15, 1995 edition of The Wall Street Journal.
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being registered
hereunder.
(3) Includes an indeterminate number of preferred share purchase rights
issuable pursuant to the registrant's preferred share purchase rights plan,
which rights will be transferable only with shares of Common Stock registered
hereunder and issued pursuant to the registrant's 1995 Management Compensation
Plan.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended November 30, 1994, containing the consolidated financial
statements of the Registrant and its subsidiaries and certain
supplementary data for the fiscal year ended November 30, 1994,
together with the report thereon of Arthur Andersen LLP,
independent public accountants.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
(3) The Registrant's Current Report on Form 8-K dated February 21,
1995 (Date of Event: February 9, 1995).
(4) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
November 30, 1994.
(5) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such
description.
(6) The description of the Registrant's Preferred Share Purchase
Rights (which rights are transferable only with related shares of
Common Stock) contained in the Registrant's Registration
Statement on Form 8-A filed on October 16, 1991, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
<PAGE>
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant is a Texas corporation. Under Article 2.02-1 of the
Texas Business Corporation Act, the Registrant has the power to indemnify
its directors and officers, subject to certain limitations.
Reference is made to Article Nine of the Bylaws of the Registrant,
which provides for indemnification of directors and officers of the
Registrant under certain circumstances.
Pursuant to Article 1302-7.06 of the Texas Miscellaneous Corporation
Laws Act, the Restated Articles of Incorporation of the Registrant limit
the personal liability of the directors of the Registrant to the Registrant
or its shareholders for monetary damages for breach of fiduciary duty under
certain circumstances.
The Registrant maintains a directors' and officers' liability
insurance policy insuring its directors and officers against certain
liabilities and expenses incurred by them in their capacities as such and
insuring the Registrant, under certain circumstances, in the event that
indemnification payments are made by the Registrant to such directors and
officers.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaws, articles of incorporation and insurance policy
referred to above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following documents are filed as exhibits to this Registration
Statement:
4.1 Carrington Laboratories, Inc. 1995 Management
Compensation Plan.
5.1 Opinion of Thompson & Knight, P.C., regarding
250,000 shares of Common Stock.
23.1 Consent of independent public accountants to
incorporation of report by reference.
23.2 Consent of counsel (included in the opinion of
Thompson & Knight, P.C., filed herewith as
Exhibit 5.1).
24.1 Power of Attorney (included on the signature
page of this Registration Statement).
- 2 -
<PAGE>
Item 9. Undertakings.
------------
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 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.
(b) The Registrant hereby further 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 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.
(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
- 3 -
<PAGE>
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.
- 4 -
<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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas on
November 17, 1995.
CARRINGTON LABORATORIES, INC.
By: /s/ Carlton E. Turner
-------------------------------------------
Carlton E. Turner, President and
Chief Executive Officer
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 dates indicated. The undersigned persons hereby
constitute and appoint Carlton E. Turner and Christopher S. Record, or
either of them, as our true and lawful attorneys-in-fact with full power to
execute in our names and on our behalf, in the capacities indicated below,
any and all amendments to this Registration Statement to be filed with the
Securities and Exchange Commission and hereby ratify and confirm all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue
hereof.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ Carlton E. Turner President, Chief Executive Officer November 17, 1995
- ------------------------ and Director (principal executive
Carlton E. Turner, Ph.D. officer)
/s/ Sheri Pantermuehl Chief Financial Officer (principal November 17, 1995
- ------------------------ financial and accounting officer)
Sheri Pantermuehl
/s/ R. Dale Bowerman Director November 17, 1995
- ------------------------
R. Dale Bowerman
/s/ George DeMott Director November 17, 1995
- ------------------------
George DeMott
/s/ Robert A. Fildes Director November 17, 1995
- ------------------------
Robert A. Fildes, Ph.D.
/s/ Thomas J. Marquez Director November 17, 1995
- ------------------------
Thomas J. Marquez
/s/ James T. O'Brien Director November 17, 1995
- ------------------------
James T. O'Brien
/s/ Selvi Vescovi Director November 17, 1995
- ------------------------
Selvi Vescovi
- 5 -
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- --------------------------------------------- -------------
4.1 Carrington Laboratories, Inc. 1995 Management
Compensation Plan.
5.1 Opinion of Thompson & Knight, P.C., regarding
250,000 shares of Common Stock.
23.1 Consent of independent public accountants to
incorporation of report by reference.
23.2 Consent of counsel (included in the opinion of
Thompson & Knight, P.C., filed herewith as
Exhibit 5.1).
24.1 Power of Attorney (included on the signature
page of this Registration Statement).
<PAGE>
EXHIBIT 4.1
CARRINGTON LABORATORIES, INC.
MANAGEMENT COMPENSATION PLAN
1995
. The objectives of the Management Compensation Plan (this "Plan") are as
-----------------------------------------------------------------------
follows:
-------
. Reward for superior results obtained by Carrington Laboratories, Inc.
(the "Company") and individually
. Attract and retain superior executive talent
. Obtain commitment to the long-term success of the Company
. Administration:
--------------
. This Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors of the Company (the "Committee"),
which shall be constituted so as to permit this Plan to comply with
Rule 16b-3 under the Securities Exchange Act of 1934. The Committee
shall have full authority to interpret this Plan, to establish rules
and regulations relating to the operation of this Plan, to determine
the management employees eligible to receive bonuses under this Plan,
to set Bonus Criteria, to determine whether and to what extent the
Bonus Criteria or other results have been met, and to make all other
determinations and take all other actions as the Committee deems
necessary, advisable or appropriate for the proper administration of
this Plan. The Committee's interpretation of this Plan, and all
actions taken within the scope of its authority, shall be final and
binding on the Company and its subsidiaries and their respective
employees and all other interested persons. No member of the
Committee shall be eligible to participate in this Plan.
. Eligibility:
-----------
. The persons who shall be eligible to receive bonuses under this Plan
shall be management employees of the Company or one or more of its
subsidiaries who are selected to participate in this Plan by the
Committee.
. Shares Subject to this Plan:
---------------------------
. The total number of shares of common stock of the Company that may be
issued pursuant to this Plan shall not exceed a maximum of 250,000 in
the aggregate. In the event the Company shall effect a split of its
common stock or a dividend payable in common stock, or in the event
the outstanding common stock of the Company shall be combined into a
smaller number of shares, the maximum number of shares that may be
issued under this Plan shall be decreased or increased
proportionately.
1
<PAGE>
. This Plan is comprised of two parts:
-----------------------------------
. Base Salary
. Incentive Compensation
. Short-term: Bonus paid annually, 50% cash and 50% Company common
stock
. Compensation Policy:
-------------------
. Base Salary: Competitive with the industry and at the mean of
companies with whom the Company competes for
executives
. Incentive
Compensation: Same as for Base Salary
. Criteria for Incentive Compensation:
-----------------------------------
. Bonus:
. Corporate Results: exceeding budgeted sales and profits and
-----------------
meeting annual Bonus Criteria
. Individual Results: achieving goals spelled out in the
------------------
respective functional results of the Bonus Criteria
. Definitions:
-----------
. Bonus Criteria: measurable major objectives to be achieved during a
--------------
given year and set by the Committee. They are the key elements of the
Annual Goals established for each function and individually. Note:
individual goals not included in the Bonus Criteria are considered
part of the job, and performance is rewarded by the Base Salary.
. Amount of Bonus: the amount of the Bonus consists of a TARGET BONUS
---------------
multiplied by a PERFORMANCE COMPONENT. The TARGET BONUS is determined
as a percentage of salary and ranges from 20% to 35% depending on the
individual position as follows:
Target Bonus
Position Position Grade (% of Base Salary)
-------- -------------- ------------------
CEO 105 35%
COO 105 30%
EVP 104 25-28%
Sr. VP 104 25-28%
VP Line 103 25%
VP Staff 102 25%
Sr. Director 101 20%
2
<PAGE>
The PERFORMANCE COMPONENT is a percentage rate measuring results
achieved in comparison to Annual Operating Budget. Performance will be
judged on basis of three scenarios:
a. Sales at Annual Operating Budget
Pay for excess profits
b. Profit at Annual Operating Budget
Pay for excess sales
c. Achieving remaining Bonus Criteria and Individual Goals
Profit is defined as Income before Taxes excluding R&D expenses.
Excess Results Performance Component
(Sales or Profits) (Percent of Target Bonus)
------------------ -------------------------
2.5 to 4.9% above Annual Operating Budget 100%
5.0% above Annual Operating Budget 105%
6.0% above Annual Operating Budget 106%
*And upward in the same relationship. If both sales and profits are
in excess of Annual Operating Budget, the PERFORMANCE COMPONENT will
be determined by the higher of the two results.
The PERFORMANCE COMPONENT can be adjusted upward or downward based on
individual performance, upon approval by the Committee.
. Payment of Bonus: As soon as practicable after the close of each
----------------
fiscal year of the Company, the Committee shall determine with respect
to each participant in this Plan whether and the extent to which the
terms of this Plan (including the Bonus Criteria) relating to bonus
payments with respect to such fiscal year have been satisfied and
shall certify in writing to the Board of Directors of the Company the
bonus amounts payable, if any, to participants with respect to such
fiscal year as determined by the Committee in accordance with this
Plan. Subject to the limitations of this Plan, as soon as practicable
after the amount of such participant's bonus for a fiscal year has
been determined and certified, as provided above, 50% of the bonus
will be paid in cash and 50% in Company common stock.
The number of shares will be determined by dividing 50% of the total
bonus by the Fair Market Value (as defined in the Company's 1995 Stock
Option Plan) of the stock on the date of certification of payment of
the bonus by the Committee.
3
<PAGE>
No participant shall have the right to receive payment of any bonus
unless the participant remains in the employ of the Company or one or
more of its subsidiaries through the date of certification of such
bonus by the Committee; provided, however, that the Committee may, in
its sole discretion, pay all or part of a bonus to any participant
whose employment with the Company or its subsidiaries is terminated
prior to such date of certification for any reason. In addition, the
Committee may, in its sole discretion, increase or decrease any bonus
payable to any participant hereunder to reflect the individual
performance and contribution of, and other factors relating to, such
participant. The determinations of the Committee shall be final and
conclusive.
. Sample Calculation:
------------------
Position: VP Line Position Grade: 103
Target Bonus: 25%
Base Salary: $150,000
Results: Sales 105% of Annual Operating Budget, Profit 110% of Annual
Operating Budget, Bonus Criteria and Individual Goals achieved
Target Bonus: $37,500 (25% of $150,000)
Performance Component: 110% (the higher of the two results against
Annual Operating Budget)
Bonus: $41,250 ($37,500 x 110%)
Stock Award: . Base: $41,250 / 2 = $20,625
. Stock price on day of award: $13/share
. Number of shares: 1,586 ($20,625 / 13)
. Balance paid in cash: $7
. Designation of Beneficiary:
--------------------------
. A participant may designate a beneficiary or beneficiaries who, in the
event of the participant's death prior to the payment of any bonus
earned hereunder, shall receive such payment when due under this Plan.
Such designation shall be made by the participant on a form prescribed
by the Committee. The participant may at any time change or revoke
such designation. A beneficiary designation, or revocation of a prior
beneficiary designation, will be effective only if it is made in
writing on a form provided by the Company, signed by the participant
and received by the Company. If the participant does not designate a
beneficiary or the designated beneficiary dies prior to the payment of
any bonus, any amounts remaining to be paid shall be paid to the
participant's estate.
4
<PAGE>
. Adjustments:
-----------
. If any Bonus Criteria or other criterion upon which bonuses for any
fiscal year is based shall have been affected by special factors
(including material changes in accounting policies or practices,
material acquisitions or dispositions of property, or other unusual or
unplanned items) which in the Committee's judgment should or should
not be taken into account, in whole or in part, in the equitable
administration of this Plan, the Committee may, for any purpose of
this Plan, adjust such criterion for such fiscal year and make
credits, payments and reductions accordingly under this Plan.
. Amendment and Termination:
-------------------------
. Subject to the right of the Board of Directors of the Company to
terminate this Plan prior thereto, this Plan shall terminate at the
expiration of five years from February 9, 1995, the date of adoption
of this Plan by the Board; provided, however, that any bonus payment
determined and certified pursuant to this Plan but not yet paid as of
the date of such termination shall be paid as soon as practicable, but
in no event later than 30 days after the date of such termination. The
Board of Directors of the Company may alter or amend this Plan but may
not, without the approval of the shareholders of the Company, make any
alteration or amendment thereof which operates to (i) increase the
total number of shares of common stock of the Company which may be
issued under this Plan (other than as expressly provided above), (ii)
extend the term of this Plan, (iii) materially increase the benefits
accruing to participants under this Plan, or (iv) materially modify
the requirements as to eligibility for participation in this Plan.
. Effective Date:
--------------
. This Plan shall become effective, as of the date of its adoption by
the Board of Directors of the Company, when it has been duly approved
by the holders of a majority of the shares of common stock of the
Company present or represented and entitled to vote at the 1995 annual
meeting of shareholders of the Company. If this Plan is not so
approved, this Plan shall terminate, and no bonuses shall be paid
hereunder.
. Miscellaneous Provisions:
------------------------
. This Plan is not a contract between the Company and any participant or
other employee. No participant or other employee shall have any claim
or right to be paid a bonus under this Plan until the amount of such
bonus shall have been determined and certified in accordance with this
Plan. Selection of an employee to participate in this Plan with
respect to any fiscal year or years shall not confer upon such
employee the right to continue to participate in this Plan with
respect to any future fiscal years. Neither the establishment of this
5
<PAGE>
Plan, nor any action taken hereunder, shall be construed as giving any
participant or other employee any right to remain in the employ of the
Company or its subsidiaries for any period. Nothing contained in this
Plan shall limit the ability of the Company to make payments or awards
to employees under any other plan, agreement or arrangement.
. A participant's right and interest in any bonus under this Plan may
not be assigned or transferred, except as provided in "Designation of
Beneficiary" above, and any attempted assignment or transfer shall be
null and void and shall permit the Committee, in its sole discretion,
to extinguish the Company's obligation under this Plan to pay any
bonus with respect to such participant.
. This Plan shall be unfunded. The Company shall not be required to
establish any special segregation of assets to assure payment of
bonuses.
. The Company shall have the right to deduct at the time of payment of
any bonus, and to require the employee or beneficiary to remit to the
Company as a condition of such payment, any amounts required by law to
be withheld for the payment of taxes or otherwise.
. If the Company for any reason fails to make payment of a bonus at the
time such bonus becomes payable, the Company shall not be liable for
any interest or other charges thereon.
. A recipient of a bonus shall have no rights as a shareholder with
respect to any shares issuable to such recipient until the date a
stock certificate is issued to such recipient representing such
shares.
. Except where federal law is applicable, the provisions of this Plan
shall be governed by and construed in accordance with the laws of the
State of Texas.
. If any provision of this Plan is found to be illegal or invalid, the
Committee shall have discretion to sever that provision from this Plan
and, thereupon, such provision shall not be deemed to be a part of
this Plan.
. No member of the Board of Directors of the Company or the Committee,
and no officer, employee or agent of the Company or its subsidiaries,
shall be liable for any act or action hereunder, whether of commission
or omission, taken by any other member, or by any officer, agent, or
employee, or, except in circumstances involving bad faith, for
anything done or omitted to be done in the administration of this
Plan.
6
<PAGE>
EXHIBIT 5.1
THOMPSON & KNIGHT, P.C.
3300 First City Center
Dallas, Texas 75201
(214) 969-1358
November 17, 1995
Carrington Laboratories, Inc.
2001 Walnut Hill Lane
Irving, Texas 75038
Re: 1995 Management Compensation Plan
and 1995 Form S-8 Registration Statement
----------------------------------------
Gentlemen:
We have acted as counsel for Carrington Laboratories, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of 250,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), for issuance
pursuant to the Carrington Laboratories, Inc. 1995 Management Compensation Plan
(the "Plan"). We have participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to the registration of the
Shares under the 1933 Act.
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the Plan, the
Registration Statement and such corporate records of the Company, certificates
of public officials and officers of the Company and other instruments and
documents as we have deemed necessary as a basis for the opinion hereinafter
expressed. As to various questions of fact material to such opinion, we have,
where relevant facts were not independently established, relied upon statements
of officers of the Company whom we believe to be responsible.
Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued in accordance with the provisions of the Plan,
will be legally issued, fully paid and nonassessable.
<PAGE>
Carrington Laboratories, Inc.
November 17, 1995
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the 1933
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
Thompson & Knight,
A Professional Corporation
By: ____________________________________________
Paul M. Johnston, Attorney
PMJ:ps
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 12, 1995,
incorporated by reference in Carrington Laboratories, Inc.'s Annual Report (Form
10-K) for the year ended November 30, 1994, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
November 17, 1995
