<PAGE 1>
As filed with the Securities and Exchange Commission on
September 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
F O R M S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VWR SCIENTIFIC PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 91-1319190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1310 Goshen Parkway
West Chester, Pennsylvania 19380
(Address of principal executive offices) (Zip Code)
VWR Corporation 1995 Stock Incentive Plan
(Full title of the plan)
David M. Bronson
Senior Vice President Finance and Secretary
VWR Scientific Products Corporation
1310 Goshen Parkway
West Chester, Pennsylvania 19380
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(610)431-1700
Please send copies of all communications to:
Thomas E. Wood, Esquire
Drinker Biddle & Reath
Suite 300
1000 Westlakes Drive
Berwyn, PA 19312
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed
securities shares to Proposed maximum maximum Amount of
to be be offering price aggregate registration
registered registered(1) per share(2 offering price fee(2)
Common Stock 2,000,000 940,000 @ $12.00 $11,280,000 $9,896.59
par value 189,000 @ $13.25 2,504,250
$1.00 871,000 @ $17.125 14,915,875
<PAGE 2>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become
issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h). The price is determined based
upon the price at which options may be exercised for those options
granted as of September 19,1996 ($12.00 and $13.25) and $17.125,
computed based upon the average of the high and low prices reported
on the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System on September
16, 1996.
<PAGE 3>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents:
1. The Annual Report on Form 10-K of VWR Scientific
Products Corporation (the Registrant) for the fiscal
year ended December 31, 1995;
2. The Quarterly Reports on Form 10-Q of the Registrant for
the quarterly periods ended March 31, 1996 and June 30,
1996;
3. The description of the Registrants Common Stock
contained in the Form 10 of the Registrant filed under
the Securities Exchange Act of 1934 (the Exchange
Act)on January 10, 1986 (file no. 0-14139)(registering
the Registrants Common Stock and containing a
description thereof), including any amendment or report
filed for the purpose of updating such description; and
4. The description of the Rights attached to the
Registrants Common Stock contained in the Form 8-A of
the Registrant filed under the Exchange Act on May 23,
1988(registering theRights attached to the Registrants
Common Stock and containing a description of such Rights
and the Rights Agreement of the Registrant and the
Rights Agent named therein), including any amendment or
report filed for the purpose of updating such
description.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 (the Exchange Act) subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the securities offered
hereby have been sold or which deregisters all such 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 the
filing of each such report or other document.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article XIV of the Registrants Amended and Restated Articles
of Incorporation eliminates the personal liability of a director for
<PAGE 4>
monetary damages for any action taken, or failure to take any action, to
the fullest extent permitted by the Pennsylvania Business Corporation Law
(PBCL).
Section 6.1 of the Registrants Bylaws provides for indemnification by
the Registrant of each person who was or is made a party or is threatened
to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant or, being or having
been such a director or officer, is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee or agent or
another corporation or of a partnership, joint venture, trust or other
enterprise to the fullest extent not prohibited by PBCL, public policy,
or other applicable law.
In addition, the Registrant has purchased an insurance policy
which, subject to certain restrictions and exclusions, provides insurance
to the Registrants directors and officers against loss (including
expenses incurred in the defense of actions, suits or proceedings in
connection therewith) arising from acts or failures to act while serving
as directors and officers of the Registrant.
The PBCL provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than a derivative action
by or in the right of such corporation) by reason of the fact that the
person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action or proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of such corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
The PBCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys fees) actually
and reasonably incurred by such persons in connection with the defense or
settlement of a threatened, pending or completed derivative action,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to such corporation unless the court of common pleas of the
judicial district embracing the county in which the registered office of
the corporation is located or the court in which such action was brought
determines upon application that such person is fairly and resonably
entitled to indemnity for such expenses which such court shall deem
proper.
The PBCL provides that the indemnification described above
shall not be deemed exclusive of other indemnification that may be
granted by a corporation pursuant to its By-Laws, disinterested
directors vote, shareholders vote, agreement or otherwise; provided
that the indemnification shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness
<PAGE 5>
The PBCL also empowers corporations to purchase and maintain
insurance on behalf of any person who is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative for another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
as described above.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 4.1 The VWR Corporation 1995 Stock Incentive
Plan.
Exhibit 4.2 The Rights Agreement dated May 20, 1988
between the Registrant and The First Jersey
National Bank.
Exhibit 4.2(a) Amendment to the Rights Agreement dated
May 20,1988 between the Registrant and
The First Jersey National Bank.
Exhibit 4.2(b) Amendment No. 1, dated as of February 23,
1995, to the Rights Agreement,dated May 20,
1988, between VWR Corporation and First
Interstate Bank of Washington, N.A.,
successor to The First Jersey National Bank.
Exhibit 5 Opinion of Drinker Biddle & Reath, counsel to
Registrant
Exhibit 23.1 Consent of Ernst & Young LLP, independent
auditors
Exhibit 23.2 Consent of Drinker Biddle & Reath(included in
Exhibit 5)
Exhibit 24 Power of Attorney
Item 9. Undertakings.
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 (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
<PAGE 6>
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (i) and (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 Exchange Act
that are incorporated by reference in this 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.
The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to 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 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 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 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 director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE 7>
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 West Chester, Pennsylvania, on
September 19, 1996.
VWR SCIENTIFIC PRODUCTS CORPORATION
By: s/Jerrold B. Harris
Jerrold B. Harris
President and Chief Executive Officer
<PAGE 8>
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.
Signature Title Date
s/Jerrold B. Harris President and Chief September 19, 1996
Jerrold B. Harris Executive Officer
(Principal Executive Officer)
s/David M. Bronson Senior Vice President September 19, 1996
David M. Bronson Finance (Principal
Financial Officer)
James W. Bernard * Director September 19, 1996
James W. Bernard
Richard E. Engebrecht * Director September 19, 1996
Richard E. Engebrecht
Wolfgang Honn * Director September 19, 1996
Wolfgang Honn
Dieter Janssen * Director September 19, 1996
Dieter Janssen
Alfred J. Koch * Director September 19, 199
Alfred J. Koch
Stephen J. Kunst * Director September 19, 1996
Stephen J. Kunst
Curtis P. Lindley * Director September 19, 1996
Curtis P. Lindley
Edward A. McGrath, Jr.* Director September 19, 1996
Edward A. McGrath, Jr.
Donald P. Nielsen * Director September 19, 1996
Donald P. Nielsen
N. Stewart Rogers * Director September 19, 1996
N. Steward Rogers
Dr. Harold Schroder * Director September 19, 1996
Dr. Harold Schroder
Walter W. Zywottek * Director September 19, 1996
Walter W. Zywottek
*By:s/Jerrold B. Harris
Jerrold B. Harris
Attorney-in-fact
<PAGE 9>
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT INDEX
DOCUMENT TYPE 2
COUNT 1
<PAGE 1>
EXHIBIT INDEX
Exhibit No. Title
4.1 The VWR Corporation 1995 Stock Incentive Plan
4.2 Rights Agreement dated May 20,1988 between the
Registrant and The First Jersey National Bank
(Incorporated by reference to Exhibit 1 of the
Registrants Form 8-A filed on May 23, 1988)
4.2(a) Amendment to the Rights Agreement dated May 20, 1988
between the Registrant and The First Jersey National
Bank (Incorporated by reference to the Registrants
Form 8 dated June 14, 1988)
4.2(b) Amendment No. 1, dated as of February 23, 1995, to the
Rights Agreement, dated May 20, 1988, between VWR
Corporation and First Interstate Bank of Washington,
N.A., successor to the First Jersey National Bank
(Incorporated by reference to Exhibit 4 of the
Registrants Form 8-K dated as of February 23,1995)
5. Opinion of Drinker Biddle & Reath, counsel to
Registrant
23 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Drinker Biddle & Reath (included in
Exhibit 5)
24 Power of Attorney
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT 4.1
DOCUMENT TYPE 2
COUNT 1
<PAGE 1>
Exhibit 4.1
VWR CORPORATION
1995 STOCK INCENTIVE PLAN
SECTION 1
Purpose
This VWR CORPORATION 1995 STOCK INCENTIVE PLAN ("Plan") is intended
to provide a means whereby VWR CORPORATION ("Company") and any Subsidiary
of the Company (as hereinafter defined) may, through the grant of
incentive stock options and non-qualified stock options (collectively
"Options") and stock subject to restrictions ("Restricted Stock") to
officers and other Key Employees (as defined in Section 3), attract and
retain such Key Employees and motivate such Key Employees to exercise
their best efforts on behalf of the Company and of any Subsidiary.
As used in the Plan, the term "incentive stock options" ("ISOs")
means Options which qualify as incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended from time
to time (the "Code"), at the time they are granted and which are either
designated as ISOs in the Option Agreements (as hereinafter defined)
covering such Options or which are designated as ISOs by the Committee
(as defined in Section 2 hereof) at the time of grant. The term "non-
qualified stock options" ("NQSOs") means all other Options granted under
the Plan. The term "Subsidiary" means any corporation (whether or not in
existence at the time the Plan is adopted) which, at the time an Option
is granted, is a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code or any
similar provision hereafter enacted.
SECTION 2
Administration
The Plan shall be administered by the Company's Compensation
Committee ("Committee"), which shall consist of not less than three (3)
directors of the Company who shall be appointed by, and shall serve at
the pleasure of, the Company's Board of Directors ("Board"). Each member
of such Committee, while serving as such, shall be deemed to be acting in
his or her capacity as a director of the Company. Except as otherwise
permitted under Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the applicable rules and regulations thereunder, no
member of the Committee shall have been granted Awards (as defined below)
pursuant to the Plan or options or equity securities (within the meaning
of Rule 16a-1(d) under the Exchange Act) pursuant to any other plan of
the Company or of any of its affiliates, as defined in or under the
Exchange Act, at any time during the period commencing with the date
which is one year prior to the date the member's service on the Committee
began and ending on the date which is one day after the date on which the
member's service on the Committee ceased. The adoption of this
<PAGE>
Plan shall not constitute an election to operate under new Rule 16b-3
under the Securities Exchange Act of 1934 as contained in Release No. 34-
28869 (1991) (or any amendments or successors
thereto) prior to the end of the phase-in period provided for employee
benefit plans by the Securities and Exchange Commission.
Each member of the Committee shall also be an "outside director"
within the meaning of Prop. Treas. Reg. 1.162-27(e)(3) or 1.162-
27(h)(2), or any successors thereto.
The Committee shall have full and final authority in its absolute
discretion, subject to the terms of the Plan and upon consideration of
recommendations by the President of the Company, to select the persons to
be granted ISOs, NQSOs, and Restricted Stock (collectively "Awards")
under the Plan, to grant Awards on behalf of the Company, and to set the
date of grant and the other terms of such Awards. The Committee may
correct any defect, supply any omission and reconcile any inconsistency
in the Plan and in any Award granted hereunder in the manner and to the
extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations, not inconsistent with
the provisions of the Plan, for the proper administration of the Plan,
and to amend, modify or rescind any such rules and regulations, and to
make such determinations and interpretations under, or in connection
with, the Plan, as it deems necessary or advisable. All such rules,
regulations, determinations and interpretations shall be binding and
conclusive upon the Company, its shareholders and all officers and
employees and former officers and employees, and upon their respective
legal representatives, beneficiaries, successors and assigns and upon all
other persons claiming under or through any of them.
A majority of the Committee shall constitute a quorum, and acts of a
majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee,
shall be deemed the acts of the Committee.
No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or
any Award granted hereunder.
SECTION 3
Eligibility
The class of employees who shall be eligible to receive Awards under
the Plan shall be the Key Employees (including any directors who also are
Key Employees) of the Company and/or of a Subsidiary, provided that
members of the Committee, by virtue of their status as members, shall not
be eligible to receive Awards under the Plan. A Key Employee is an
officer or employee who occupies a responsible executive, professional or
administrative position and who the Committee believes has the capacity
to contribute to the success of the Company and its Subsidiaries. More
than one Award may be granted to a Key Employee under the Plan
<PAGE>
SECTION 4
Stock
The number of common shares of the Company, par value $1.00 per
share ("Common Shares"), that may be subject to Awards under the Plan
shall be 2,000,000 (two million) shares, subject to adjustment as
hereinafter provided; provided, however, that no Key Employee shall
receive Options for more than 200,000 (two hundred thousand) Common
Shares over the life of the Plan; and
further provided, that no more than 400,000 (four hundred thousand)
shares shall be available for the granting of Restricted Stock Awards
under the Plan. Shares issuable under the Plan may be authorized but
unissued shares or reacquired shares, as the Company may determine from
time to time.
Any Common Shares subject to an Option which expires or otherwise
terminates for any reason whatever (including, without limitation, the
Key Employee's surrender thereof) without having been exercised, and any
shares of Restricted Stock which are forfeited, shall continue to be
available for the granting of Awards under the Plan; provided, however,
that if an Option is cancelled, the Common Shares covered by the
cancelled Option shall be counted against the maximum number of shares
specified in this Section 4 for which Options may be granted to a single
Key Employee.
SECTION 5
Annual Limit
(a) ISOs. The aggregate Fair Market Value (determined as of the
date the ISO is granted) of the Common Shares with respect to which
ISOs become exercisable for the first time by a Key Employee during
any calendar year (under this Plan and any other ISO plan of the
Company or any parent corporation (within the meaning of Section
424(e) of the Code ("Parent")) or Subsidiary) shall not exceed
$100,000. The term "Fair Market Value" shall mean the value of the
Common Shares arrived at by a good faith determination of the
Committee and shall be the average, if any, of the closing prices
for the Common Stock as of 4:00 p.m. Eastern Time on the date
specified on the principal trading exchange or national automated
stock quotation system on which the Common Shares are traded or
quoted.
(b) Options Over Annual Limit. If an Option intended as an ISO is
granted to a Key Employee and such Option may not be treated in
whole or in part as an ISO pursuant to the limitation in (a) above,
such Option shall be treated as an ISO to the extent it may be so
treated under such limitation and as a NQSO as to the remainder.
For purposes of determining whether an ISO would cause such
limitation to be exceeded, ISOs shall be taken into account in the
order granted.
(c) NQSOs and Restricted Stock. The annual limit set forth above for
ISOs shall not apply to NQSOs and Restricted Stock.
<PAGE>
SECTION 6
Options
a) Granting of Options. From time to time until the expiration or
earlier suspension or discontinuance of the Plan, the Committee
may, on behalf of the Company, grant to Key Employees under the
Plan such Options as it determines are warranted, subject to the
limitations of the Plan; provided, however, that grants of ISOs and
NQSOs shall be separate and not in tandem. The granting of an
Option under the Plan shall not be deemed either to entitle the Key
Employee to, or to disqualify the Key Employee from, any
participation in any other grant of Awards under the Plan. In
making any determination as to whether a Key Employee shall be
granted an Option and as to the number of shares to be covered by
such Option, the Committee shall take into account recommendations
by the President of the Company,(the duties of the Key Employee,
the Committee's views as to his or her present and potential
contributions to the success of the Company or a Subsidiary, and
such other factors as the Committee shall deem relevant in accom-
plishing the purposes of the Plan. Moreover, the Committee may
determine that the Option Agreement (as defined below) shall
provide that said Option may be exercised only if certain
conditions, as determined by the Committee, are fulfilled.
(b) Terms and Conditions of Options. The Options granted pursuant to
the Plan shall expressly specify whether they are ISOs or NQSOs;
however, if the Option is not designated in the Option Agreement as
an ISO or NQSO, the Option shall constitute an ISO if it complies
with the terms of section 422 of the Code, and otherwise, it shall
constitute an NQSO. In addition, the Options granted pursuant to
the Plan shall include expressly or by reference the following
terms and conditions, as well as such other provisions not
inconsistent with the provisions of this Plan as the Committee
shall deem desirable, and for ISOs granted under this Plan, the
provisions of section 422(b) of the Code:
(1) Number of Shares. A statement of the number of Common
Shares to which the Option pertains.
(2) Price. A statement of the Option exercise price, which
shall be determined and fixed by the Committee in its
discretion at the time of grant, but shall not be less 100%
(110% in the case of an ISO granted to a more than 10%
shareholder as provided in (9) below) of the Fair Market
Value of the optioned Common Shares on the date the Option is
granted. The Option exercise price shall not be reduced
after the date of grant.
<PAGE>
(3) Term.
(A) ISOs. Subject to earlier termination as provided in
Subsections (5), (6) and (7) below, the term of each ISO
shall be not more than 10 years (5 years in the case of a
more than 10% shareholder as provided in (9) below) from the
date of grant.
(B) NQSOs. Subject to earlier termination as provided in
Subsections (5), (6) and (7) below, the term of each NQSO
shall be not more than 10 years from the date of grant.
(4) Exercise.
(A) General. Options shall be exercisable in such
installments, on such dates and upon satisfaction of such
conditions (if any) as the Committee may specify, commencing
not less than 12 months from the date of grant, provided
that:
(i) In the case of new Options granted to a Key
Employee in replacement for options (whether granted
under the Plan or otherwise) held by the Key Employee,
the new Options may be made exercisable, if so
determined by the Committee, in its discretion, at the
earliest date the replaced options were exercisable;
and
(ii) The Committee may accelerate the exercise date
of any outstanding Options in its discretion, if it
deems such acceleration to be desirable.
Any Common Shares the right to the purchase of which has
accrued under an Option may be purchased at any time up to
the expiration or termination of the Option. Exercisable
Options may be exercised, in whole or in part, from time to
time by giving written notice of exercise to the Company at
its principal office, specifying the number of Common Shares
to be purchased and accompanied by payment in full of the
aggregate Option exercise price for such shares; provided,
however, that any purchase of less than the full amount of
Shares subject to exercisable Options held by the Key
Employee shall be in multiples of 100 Shares. Such written
notice shall be provided no later than ten (10) days prior to
the date of exercise; provided, however, that such ten-day
period shall be waived in the case of Options for which the
Committee has provided accelerated vesting pursuant to
Section 6(b)(4)(A)(ii). Only full shares shall be issued
under the Plan, and any fractional share which might
otherwise be issuable upon the exercise of an Option granted
hereunder shall be forfeited.
(B) Manner of Payment. The Option price shall be
payable:
<PAGE>
(i) In cash or its equivalent;
(ii) In Common Shares previously acquired by the
Key Employee, provided that if such shares were
acquired through the exercise of an ISO and are used to
pay the Option exercise price of an ISO, such shares
have been held by the Key Employee for a period of not
less than the holding period described in Section
422(a)(1) of the Code on the date of exercise, or if
such Common Shares were acquired through exercise of an
ISO and are used to pay the Option exercise price of an
NQSO or through exercise of an NQSO or of an option
under a similar plan, or if such Common Shares were
acquired through the grant of Restricted Stock, such
shares have been held by the Key Employee for a period
of more than six (6) months on the date of exercise; or
(iii) In any combination of (i) and (ii) above.
In the event such Option exercise price is paid, in
whole or in part, with Common Shares, the portion of
the Option exercise price so paid shall equal the Fair
Market Value on the date of exercise of the Option of
the Common Shares surrendered in payment of such Option
exercise price.
(5) Termination of Employment. If a Key Employee's
employment by the Company (and Subsidiaries) is terminated by
either party prior to the expiration date fixed for his or
her Option for any reason other than death or disability,
such Option may be exercised, to the extent of the number of
shares with respect to which the Key Employee could have
exercised it on the date of such termination, or to any
greater extent permitted by the Committee, by the Key
Employee at any time prior to the earliest of:
(A) The expiration date specified in such Option;
(B) Twelve (12) months after the date of such
termination of employment;
(C) In the case of an ISO, three (3) months after
the date of such termination of employment; or
(D) In the case of the discharge of a Key Employee
for misconduct, willfully or wantonly harmful to the
Company, the date of such discharge.
(6) Exercise upon Disability of Key Employee. If a Key
Employee shall become disabled (within the meaning of Section
22(e)(3) of the Code) during his or her employment and, prior
to the expiration date fixed for his or her Option, his or
her employment is terminated as a consequence of such
disability, such Option may be exercised, to the extent of
<PAGE>
the number of shares with respect to which the Key Employee
could have exercised it on the date of such termination, or
to any greater extent permitted by the Committee, by the Key
Employee at any time prior to the earlier of:
(A) The expiration date specified in such Option;
or
(B) One year after the date of such termination of
employment.
In the event of the Key Employee's legal disability, such
Option may be so exercised by the Key Employee's legal
representative.
(7) Exercise upon Death of Key Employee. If a Key Employee shall die
during his or her employment and prior to the expiration date
fixed for his or her Option, or if a Key Employee whose
employment is terminated for any reason shall die following
his or her termination of employment but prior to the
earliest of:
(A) The expiration date fixed for his or her
Option;
(B) The expiration of the period determined under
Subsections (5) and (6) above; or
(C) In the case of an ISO, three months following
termination of employment,such Option may be exercised,
to the extent of the number of shares with respect to
which the Key Employee could have exercised it on the
date of his or her death, or to any greater extent
permitted by the Committee, by the Key Employee's
estate, personal representative or beneficiary who
acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of the Key
Employee, at any time prior to the earlier of:
(i) The expiration date specified in such
Option; or
(ii) One year after the date of death.
(8) Rights as a Shareholder. A Key Employee shall have
no rights as a shareholder with respect to any shares covered
by his or her Option until the issuance of a stock
certificate to him or her for such shares.
(9) Ten Percent Shareholder. If the Key Employee owns
more than 10% of the total combined voting power of all
shares of stock of the Company or of a Subsidiary or Parent
at the time an ISO is granted to such Key Employee, the
Option exercise price for the ISO shall be not less than 110%
<PAGE>
of the Fair Market Value of the optioned Common Shares on the
date the ISO is granted, and such ISO, by its terms, shall
not be exercisable after the expiration of five years after
the date the ISO is granted. The conditions set forth in
this Subsection (9) shall not apply to NQSOs.
(10) Grant of Replacement Options. Effective as of the
date of exercise by a Key Employee of all or part of his or
her Option using Common Shares and provided such Shares were
owned by the Key Employee for at least six (6) months prior
to their use to exercise the Option, the Committee may, in
its discretion, grant the Key Employee a replacement option
at the then Fair Market Value for a number of Shares not to
exceed the number of Common Shares used by the Key Employee
in payment of the purchase price of the Option plus the
number of Shares, if any, withheld by the Company to pay the
Key Employee's withholding tax obligations as provided in
Section 12(e). The replacement option may be exercised
between the date of grant and the date of expiration, which
shall be the later of (1) the date of expiration of the
Option to which the replacement option is related, or (2)
five years after the grant of the replacement option. The
replacement option shall be evidenced by an Option Agreement
containing such other terms and conditions and not
inconsistent with the Plan as the Committee shall approve.
(c) Option Agreements. Options granted under the
Plan shall be evidenced by written documents ("Option Agreements")
in such form as the Committee shall, from time to time, approve,
which Option Agreements shall contain such provisions, not
inconsistent with the provisions of the Plan for NQSOs granted
pursuant to the Plan, and such conditions, not inconsistent with
Section 422(b) of the Code and the provisions of the Plan, for ISOs
granted pursuant to the Plan, as the Committee shall deem
advisable, and which Option Agreements shall specify whether the
Option is an ISO or NQSO; provided, however, if the Option is not
designated in the Option Agreement as an ISO or NQSO, the Option
shall constitute an ISO if it complies with the terms of Section
422 of the Code, and otherwise, it shall constitute an NQSO. Each
Key Employee shall enter into, and be bound by, the terms of the
Option Agreement.
SECTION 7
Restricted Stock Awards.
From time to time until the expiration or earlier termination of the
Plan, the Committee may, on behalf of the Company, make such Restricted
Stock Awards under the Plan to Key Employees ("Grantees") as it
determines are warranted. Restricted Stock Awards shall be subject to
the following terms and conditions, as well as such other terms and
conditions as the Committee may prescribe:
(a) Vesting Period; Conditions. At the time of granting a
Restricted Stock Award, the Committee may establish one or more
<PAGE>
vesting periods ("Vesting Periods") with respect to the Common
Shares covered by the Award. The length of any such Vesting
Period(s) applicable to a Restricted Stock Award shall be within
the discretion of the Committee. At the time of grant, the
Committee may also establish such additional conditions to the
payment of a Restricted Stock Award ("Conditions") as it may deem
advisable in its sole discretion, such as the achievement of
corporate or individual goals. Subject to the provisions of this
Section 7 and any other Conditions prescribed by the Committee,
shares subject to a Restricted Stock Award shall vest in the
Grantee upon the expiration of the Vesting Period and satisfaction
of any Conditions with respect to such shares. The Committee may
accelerate the vesting date of any unvested shares subject to a
Restricted Stock Award in its discretion, if it deems such
acceleration to be desirable.
(b) Issuance and Delivery of Certificates. Upon the granting
of a Restricted Stock Award, the Company may, if so determined by
the Committee at the time of the grant, issue certificates
representing the shares subject to the Restricted Stock Award in
the name of the Grantee. Any such shares shall bear a legend
indicating that they are subject to the terms of the Plan and the
Restricted Stock Award Agreement (as hereinafter defined) and that
they may not be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of except in accordance with the terms of the
Plan and the Restricted Stock Award Agreement. Upon issuance of
such certificates, the Grantee shall immediately execute a stock
power or other instrument of transfer, appropriately endorsed in
blank, to be held with the certificates by the Company pursuant to
the terms of the Plan and the Restricted Stock Award Agreement.
Only full shares shall be issued, and any fractional shares which
might otherwise be issuable pursuant to a Restricted Stock Award
shall be forfeited.
(c) Rights as a Shareholder. If the Company issues
certificates representing the shares subject to a Restricted Stock
Award prior to the expiration of the Vesting Period for the shares
subject to such Award and prior to the satisfaction of the
Conditions, if any, pertaining to such Award, the Key Employee
shall be entitled to receive dividends paid on such shares, shall
have the right to vote such shares, and shall have all other
shareholder's rights with respect to such shares, except that (1)
the Key Employee will not be entitled to delivery of the stock
certificate, (2) the Company will retain custody of the Common
Shares, and (3) except as otherwise determined by the Committee
pursuant to Section 7(d), the Shares subject to the Restricted
Stock Award will revert to the Company to the extent all Vesting
Periods and Conditions applicable to such Award are not satisfied.
(d) Termination of Employment. At the time of granting a
Restricted Stock Award, the Committee shall specify in the
Restricted Stock Award Agreement, the manner of determining the
number, if any, of unvested shares subject to the Award which shall
become vested in the Grantee, or in his or her beneficiary or
estate, if the Grantee's employment by the Company (and
<PAGE>
Subsidiaries) is terminated prior to the later of the expiration of
the Vesting Period or the satisfaction of all of the Conditions
with respect to such shares. Any Restricted Stock Award Agreement
may provide different vesting provisions upon a Grantee's
termination due to death or disability. Any remaining shares
covered by the Grantee's Restricted Stock Award not vested pursuant
to the terms of the Restricted Stock Award Agreement shall
immediately be forfeited upon termination of employment, except
that the Committee, if it determines that the circumstances
warrant, may direct that all or a portion of such remaining
unvested shares also be vested in the
Grantee, or in his/her beneficiary or estate, subject to such
further terms and conditions, if any, as the Committee may
determine.
(e) Payment for Restricted Stock. The Committee may, on
behalf of the Company, grant Restricted Stock Awards under which
the Key Employee shall not be required to make any payment for the
Restricted Stock or, in the alternative, under which the Key
Employee, as a condition to the Restricted Stock Award, shall pay
all (or any lesser amount than all) of the Fair Market Value of the
Common Stock, determined as of the date the Restricted Stock Award
is made. If the latter, such purchase price shall be paid as
provided in the Restricted Stock Award Agreement.
(f) Restricted Stock Award Agreement. Restricted Stock
Awards under the Plan shall be evidenced by written documents
("Restricted Stock Award Agreements") in such form as the Committee
shall, from time to time, approve, which Restricted Stock Award
Agreements shall contain such provisions, not inconsistent with the
provisions of the Plan, as the Committee shall deem advisable. Each
Grantee shall enter into, and be bound by the terms of, the
Restricted Stock Award Agreement.
(g) Section 83(b) Election Not Permitted. Each Grantee shall
agree in writing at the time of any Award, and as a condition
thereof, that the Grantee shall not make an election under Section
83(b) of the Code, to include in the Grantee's gross income as
determined for federal income tax purposes any part of the value of
Shares issued or transferred to the Grantee under the Award unless
all restrictions pertaining to that portion of the Restricted Stock
Award with respect to which the Grantee desires to make an election
shall have lapsed. If a Grantee subsequently makes such an
election, all Shares covered by the Restricted Stock Award shall be
forfeited to the Company.
SECTION 8
Capital Adjustments
The number of shares which may be issued under the Plan, the maximum
number of shares with respect to which Options may be granted to any Key
Employee under the Plan, both as stated in Section 4 hereof, the number
of shares issuable upon exercise of outstanding Options under the Plan
(as well as the Option exercise price per share under such outstanding
<PAGE>
Options), and the number of shares issuable upon the vesting of
outstanding Restricted Stock Awards (as well as the purchase price, if
any, for such shares) shall, subject to the provisions of Section 424(a)
of the Code, be adjusted, as may be deemed appropriate by the Committee,
to reflect any stock dividend, stock split, share combination, or similar
change in the capitalization of the Company.
In the event of a corporate transaction (as that term is described
in Section 424(a) of the Code and the Treasury Regulations issued
thereunder as, for example, a merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation), each
outstanding Award shall be assumed by the surviving or successor
corporation; provided, however, that, in the event of a proposed
corporate transaction, the Committee may terminate all or a portion of
the outstanding Options if it determines that such termination is in the
best interests of the Company. If the Committee decides to terminate
outstanding Options, the Committee shall give each Key Employee holding
an Option to be terminated not less than seven days' notice prior to any
such termination by reason of such a corporate transaction, and any such
Option which is to be so terminated may be exercised (if and only to the
extent that it is then exercisable) up to, and including the date
immediately preceding such termination. Further, as provided in Section
6(b)(4)(A)(ii) hereof, the Committee, in its discretion, may accelerate,
in whole or in part, the date on which any or all Options become
exercisable.
The Committee also may, in its discretion, change the terms of any
outstanding Award to reflect any such corporate transaction, provided
that, in the case of ISOs, such change is excluded from the definition of
a "modification" under Section 424(h) of the Code.
SECTION 9
Amendment or Discontinuance of the Plan
At any time and from time to time, the Board may suspend or
terminate the Plan or amend it, and the Committee may amend any
outstanding Awards, in any respect whatsoever, except that the following
amendments shall require the approval by the affirmative votes of holders
of at least a majority of the shares present, or represented, and
entitled to vote at a duly held meeting of shareholders of the Company:
(a) Any amendment which would:
(1) Materially increase the benefits accruing to
directors and officers, within the meaning of Rule 16a-1(f)
under the Exchange Act (hereinafter referred to as
"Officers"), under the Plan;
(2) Materially increase the number of Common Shares
which may be issued to directors and Officers under the Plan;
or
(3) Materially modify the requirements as to eligibility
for directors and Officers to participate in the Plan;
<PAGE>
(b) With respect to ISOs, any amendment which would:
(1) Change the class of employees eligible to
participate in the Plan;
(2) Except as permitted under Section 8 hereof, increase
the maximum number of Common Shares with respect to which
ISOs may be granted under the Plan; or
(3) Extend the duration of the Plan under Section 10
hereof with respect to any ISOs granted hereunder; and
(c) Any amendment which would require shareholder approval
pursuant to Prop. Treas. Reg. 1.162-27(e)(4)(vi), or any
successor thereto.
Notwithstanding the foregoing, no such suspension, discontinuance or
amendment shall materially impair the rights of any holder of an
outstanding Award without the consent of such holder.
SECTION 10
Termination of Plan
Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight
on August 30, 2005, which date is within 10 years after the date the Plan
was adopted by the Board, and no Awards hereunder shall be granted
thereafter. Nothing contained in this Section 10, however, shall
terminate or affect the continued existence of rights created under
Awards issued hereunder and outstanding on August 30, 2005 which by their
terms extend beyond such date.
SECTION 11
Shareholder Approval
This Plan shall become effective on August 31, 1995 (the date the
Plan was adopted by the Board); provided, however, that if the Plan is
not approved by the affirmative vote of the holders of at least a
majority of the shares present, or represented, and entitled to vote at a
duly held meeting of the shareholders of the Company, within 12 months
after said date, the Plan and all Awards granted hereunder shall be null
and void and no additional Awards shall be granted hereunder. Any Awards
granted prior to such shareholder approval shall be conditioned upon
subsequent shareholder approval.
<PAGE>
SECTION 12
Miscellaneous
(a) Governing Law. The Plan, and the Option Agreements and
Restricted Stock Award Agreements (collectively the "Award
Agreements") entered into, and the Awards granted thereunder, shall
be governed by the applicable Code provisions to the maximum extent
possible. Otherwise, the operation of, and the rights of Key
Employees under, the Plan, the Award Agreements, and the Awards
shall be governed by applicable federal law and otherwise by the
laws of the Commonwealth of Pennsylvania.
(b) Rights. Neither the adoption of the Plan nor any action
of the Board or the Committee shall be deemed to give any
individual any right to be granted an Award, or any other right
hereunder, unless and until the Committee shall have granted such
individual an Award, and then his or her rights shall be only such
as are provided by the Plan and the Award Agreement.
Any Option under the Plan shall not entitle the holder thereof
to any rights as a shareholder of the Company prior to the exercise
of such Option and the issuance of the shares pursuant thereto.
Further, notwithstanding any provisions of the Plan or any Award
Agreement with a Key Employee, the Company shall have the right, in
its discretion, to retire a Key Employee at any time pursuant to
its retirement rules or otherwise to terminate his or her
employment at any time for any reason whatsoever.
(c) No Obligation to Exercise Option. The granting of an
Option shall impose no obligation upon a Key Employee to exercise
such Option.
(d) Non-Transferability. Unless an Option Agreement provides
otherwise, no Award shall be assignable or transferable by the Key
Employee otherwise than by will or by the laws of descent and
distribution, and during the lifetime of the Key Employee, any
Options shall be exercisable only by him or her or by his or her
guardian or legal representative. If a Key Employee is married at
the time of exercise of an Option and if the Key Employee so
requests at the time of exercise, the certificate or certificates
issued shall be registered in the name of the Key Employee and the
Key Employee's spouse, jointly, with right of survivorship.
(e) Withholding and Use of Shares to Satisfy Tax Obligations.
The obligation of the Company to deliver Common Shares pursuant to
any Award under the Plan shall be subject to applicable federal,
state and local tax withholding requirements.
In connection with an Award in the form of Common Shares
subject to the withholding requirements of applicable federal tax
laws, the Key Employee subject to such withholding rules
("Withholding Rules") as shall be adopted by the Committee, may
elect to satisfy the minimum required federal, state and local
withholding tax, in whole or in part, by having the Company
withhold Common Shares, which shares shall be valued, for this
purpose, at their Fair Market Value. For this purpose, Fair Market
<PAGE>
Value shall be determined, in the case of Options, on the date of
exercise, and in the case of Restricted Stock, on the date the
Vesting Period has expired and all Conditions have been satisfied
(or if later, the date on which the Key Employee recognizes
ordinary income with respect to such exercise) (the "Determination
Date"). An election to use Common Shares to satisfy tax
withholding requirements must be made in compliance with and
subject to the Withholding Rules. The Company may not withhold
shares in excess of the number necessary to satisfy the minimum
required federal, state and local income tax withholding
requirements. In the event Common Shares acquired under the
exercise of an ISO are used to satisfy such withholding
requirement, such Common Shares must have been held by the Key
Employee for a period of not less than the holding period described
in Section 422(a)(1) of the Code on the Determination Date, or if
such Common Shares were acquired through exercise of an NQSO or of
an option under a similar plan, such option must have been granted
to the Key Employee at least six months prior to the Determination
Date.
(f) Listing and Registration of Shares. Each Award shall be
subject to the requirement that, if at any time the Committee shall
determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities
exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of
such Award or the purchase or vesting of shares thereunder, or that
action by the Company or by the Key Employee should be taken in
order to obtain an exemption from any such requirement, no such
Option may be exercised, in whole or in part, and no shares shall
be delivered pursuant to a Restricted Stock Award, unless and until
such listing, registration, qualification, consent, approval, or
action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the
generality of the foregoing, each Key Employee or his or her legal
representative or beneficiary may also be required to give
satisfactory assurance that shares purchased upon exercise of an
Option or received pursuant to a Restricted Stock Award are being
purchased for investment and not with a view to distribution, and
certificates representing such shares may be legended accordingly.
(g) Proceeds from Sale of Stock. Proceeds of the purchase of
optioned Common Shares, as well as the purchase price, if any, upon
expiration of the Vesting Period and satisfaction of the Conditions
with respect to Restricted Stock, shall be for the general business
purposes of the Company.
<PAGE>
IN WITNESS WHEREOF, VWR CORPORATION has caused these presents
to be duly executed, under seal, this 31st day of August, 1995.
ATTEST: VWR CORPORATION
[SEAL]
/S/ Walter S. Sobon By: /S/ Jerrold B. Harris
Walter S. Sobon, Secretary Jerrold B. Harris, Chief
Executive Officer and
President
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT 5
DOCUMENT TYPE 2
COUNT 1
<PAGE 1>
Exhibit 5
September 19, 1996
VWR Scientific Products Corporation
Goshen Corporate Park West
1310 Goshen Parkway
West Chester, Pennsylvania 19830
Re: VWR Scientific Products Corporation
Securities and Exchange Commission
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to VWR Scientific Products Corporation
(the Company) in connection with the preparation and filing with the
Securities and Exchange Commission of the Companys Registration
Statement on Form S-8 under the Securities Act of 1993 (the
Registration Statement) relating to 2,000,000 shares of Common Stock
of the Company, par value $1.00 per share, (the Shares) issuable upon
the exercise of options granted under the Companys 1995 Stock Incentive
Plan (the Plan).
In this connection, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Companys Articles
of Incorporation, its By-Laws, resolutions of its Board of Directors,
the Plan, and such other documents and corporate records as we have
deemed appropriate in the circumstances.
Based upon the foregoing and consideration of such questions of law
as we have deemed relevant, we are of the opinion that the issuance of
the Shares by the Company upon the exercies of stock options properly
granted under the Plan has been duly authorized by the necessary
corporate action of the Board of Directors of the Company, and such
Shares, upon exercise of such options and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of
the United States and the Business Corporation Law of the Commonwealth
of Pennsylvania.
We consent to the use of this opinion as an exhibit to the
Registraton statement. This does not constitute a consent under Section
7 of the Securities Act of 1933 since we have not certified any part of
such Registration Statement and do not otherwise come within the
categories of persons whose consent is required under said Section 7 or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
DRINKER BIDDLE & REATH
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT 23.1
DOCUMENT TYPE 2
COUNT 1
<PAGE 1>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the VWR
Corporation 1995 Stock Incentive Plan of our report dated
February 20, 1996, with respect to the consolidated financial
statements and schedule of VWR Scientific Products
Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
By (Signature)
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
September 13, 1996
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT 24
DOCUMENT TYPE 2
COUNT 1
<PAGE 1>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jerrold B. Harris and David M. Bronson or either of
them, his attorneys-in-fact, for him in any and all capacities, to sign this
Registration Statement on Form S-8 and any amendments thereto, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Signature Date
s/James W. Bernard September 13, 1996
James W. Bernard
Director
s/Richard E. Engebrecht September 13, 1996
Richard E. Engebrecht
Director
s/Jerrold B. Harris September 13, 1996
Jerrold B. Harris
Director
s/Wolfgang Honn September 13, 1996
Wolfgang Honn
Director
s/Dieter Janssen September 13, 1996
Dieter Janssen
Director
s/Alfred J. Koch September 13, 1996
Alfred J. Koch
Director
s/Stephen J. Kunst September 13, 1996
Stephen J. Kunst
Director
s/Curtis P. Lindley September 13, 1996
Curtis P. Lindley
Director
s/Edward A. McGrath, Jr. September 13, 1996
Edward A. McGrath
Director
<PAGE 2>
s/Donald P. Nielsen September 13, 1996
Donald P. Nielsen
Director
s/N. Stewart Rogers September 13, 1996
N. Stewart Rogers
Director
s/Dr. Harold Schroder September 13, 1996
Dr. Harold Schroder
Director
s/Walter W. Zywottek September 13, 1996
Walter W. Zywottek
Director
