<PAGE> 1
As filed with the Securities and Exchange Commission on July 24, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
SYBRON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
WISCONSIN 22-2849508
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 274-6600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
WITH A COPY TO:
R. JEFFREY HARRIS BRUCE C.DAVIDSON
VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY QUARLES & BRADY
SYBRON INTERNATIONAL CORPORATION 411 EAST WISCONSIN AVE.
411 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202
MILWAUKEE, WI 53202 (414) 277-5000
(414) 274-6600
(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: At such time
or from time to time after the effective date of this Registration Statement as
the Selling Shareholders shall determine in light of market conditions and
other factors.
<PAGE> 2
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share . . . . . 523,618 shares $40.46875 $21,190,166 $6,422
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee, based on the average
of the high and low sales prices for the Registrant's Common Stock on the
New York Stock Exchange Composite Tape on July 17, 1997.
_______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 3
PROSPECTUS
SUBJECT TO COMPLETION, DATED JULY 24, 1997
523,618 SHARES
SYBRON INTERNATIONAL CORPORATION
COMMON STOCK
This Prospectus relates to 523,618 shares of common stock, par value
$0.01 per share ("Common Stock"), of Sybron International Corporation, a
Wisconsin corporation (the "Company"). Such shares were originally issued in
connection with the merger of National Scientific Company, a Georgia
corporation ("National"), with a wholly-owned subsidiary of the Company formed
for that purpose and a related purchase of real estate used in National's
operations. National supplies the laboratory industry with a complete line of
autosampler vials, seals, and accessories for chromatography analysis. The
shares of Common Stock to which this Prospectus relates (the "Shares") have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), on behalf of the holders thereof (the "Selling Shareholders") in order
to permit the public sale or other distribution of the Shares. See "Selling
Shareholders and Plan of Distribution."
The Shares may be sold from time to time by the Selling Shareholders
through underwriters or dealers, through brokers or other agents, or directly
to one or more purchasers, at market prices prevailing at the time of sale or
at prices otherwise negotiated. The Company will receive no portion of the
proceeds of the sale of the Shares and will bear the expense incident to the
registration of the Shares. The Selling Shareholders, however, will bear the
cost of all brokerage commissions and discounts incurred in connection with the
sale of the Shares. See "Selling Shareholders and Plan of Distribution."
The Common Stock is listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol "SYB". On July 17, 1997, the last reported sale
price of the Common Stock on the NYSE was $40.50.
SEE "CERTAIN CONSIDERATIONS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
__________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________
THE DATE OF THIS PROSPECTUS IS _______________, 1997.
<PAGE> 4
[RED HERRING LEGEND TO BE PRINTED IN LEFT MARGIN OF OUTSIDE FRONT COVER OF
PRELIMINARY PROSPECTUS.]
INFORMATION HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET
FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following regional offices of the Commission: 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material may also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Company has been an electronic filer with the
Commission since May 1996; the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
The Company's securities are listed on the New York Stock Exchange and the
Company's registration statements, reports, proxy and information statements
and other information may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus, which constitutes a part of the registration statement
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), omits certain of
the information set forth in the Registration Statement. Reference is hereby
made to the Registration Statement and to the exhibits thereto for further
information with respect to the Company and the securities offered hereby.
Statements contained or incorporated herein concerning the provisions of such
documents are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable
document filed with the Commission. Copies of the Registration Statement and
the exhibits thereto are on file at the offices of the Commission and may be
obtained upon payment of the fee prescribed by the Commission, or may be
examined without charge at the public reference facilities of the Commission
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 1-11091) are incorporated by
reference in this Prospectus: (a) Annual Report on Form 10-K for the fiscal
year ended September 30, 1996; (b) Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 1996 and March 31, 1997; (c) Current
Report on Form 8-K dated April 25, 1997; and (d) the description of the
Company's Common Stock contained in the Company's Registration Statement on
Form 8-B dated January 13, 1994, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed incorporated
document or in any accompanying prospectus supplement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
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The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents which are
incorporated herein by reference (other than exhibits not specifically
incorporated by reference into the text of such documents). Requests should be
directed to the Company, at its principal executive offices, at 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Tricia Mintzlaff,
Investor Relations (telephone: (414) 274-6600).
This Prospectus and the documents incorporated by reference herein may
contain forward-looking statements made by or on behalf of the Company. Such
statements are based upon management's expectations at the time they are made
and are subject to risks and uncertainties that could cause actual results to
differ materially from those projected in the statements. The words
"anticipate", "believe", "estimate", "expect", "project", "objective" and
similar expressions are intended to identify forward-looking statements. In
addition to the assumptions and other factors referred to specifically in
connection with such statements, factors that could cause the Company's actual
results to differ materially from those contemplated in the forward-looking
statements include factors described under the caption "Cautionary Factors" in
the Company documents incorporated herein by reference.
THE COMPANY
The Company is a leading manufacturer of value-added products for the
laboratory and professional orthodontic and dental markets in the United States
and abroad. The Company's laboratory business provides plastic labware,
microscope slides, diagnostic products, consumables, temperature control
apparatus and water purification systems to industrial, academic, clinical,
governmental and biotechnology laboratories. The Company's orthodontic and
dental businesses provide orthodontic appliances and related products to
orthodontists and a diversified line of consumable products to dentists. The
Company has been pursuing a growth strategy designed to increase sales and
enhance operating margins. Elements of that strategy include emphasis on
product line extensions, new product introductions, selective acquisitions and
international growth. The Company's net sales have increased from $383 million
in fiscal year 1992 to $674 million in fiscal year 1996. In fiscal year 1996,
foreign and United States export sales represented approximately 36% of the
Company's net sales.
The Company's laboratory business is operated through three
subsidiaries and their affiliates. Nalge Nunc International Corporation
develops, manufactures, and markets a diversified line of reusable and
disposable plastic labware, high quality bio-pharmaceutical packaging products,
recreational containers, industrial products such as plastic tubing, sanitary
tubing and fittings, and environmental testing containers. Erie Scientific
Company develops, manufactures, and markets microscope slides, cover glass,
diagnostic products and consumables used in clinical laboratories and thin
glass mirrors. Barnstead Thermolyne Corporation develops, manufactures and
markets precision heating, stirring, measuring, analytical and temperature
control apparatus, sterilizing equipment, and water purification systems to
industrial, clinical, academic, governmental and biotechnology laboratories,
and to dental offices.
The Company's orthodontic and dental businesses are operated through
Sybron Dental Specialties, Inc., its two subsidiaries and their affiliates.
Ormco Corporation develops, manufactures and markets a broad line of
orthodontic appliances including bands, brackets, wire, adhesives, and
ancillary equipment used during the course of orthodontic treatment. Kerr
Corporation develops, manufactures and markets a broad range of consumable
products for use in restorative, prosthetic, and endodontic dentistry.
The Company's principal executive offices are located at 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202; its telephone number is (414)
274-6600.
CERTAIN CONSIDERATIONS
Prospective purchasers of the Common Stock offered hereby should
consider carefully the information set forth below as well as the other
information set forth or incorporated by reference in this Prospectus.
4
<PAGE> 7
LEVERAGE
The Company and its domestic subsidiaries are parties to a credit
agreement (as amended from time to time, the "Credit Agreement") with The Chase
Manhattan Bank ("Chase") and certain other lenders providing for a term loan
facility of $300 million (the "Term Loan Facility") and a revolving credit
facility of $600 million (the "Revolving Credit Facility") (collectively, the
"Credit Facilities"). As of April 25, 1997, the Company had outstanding
borrowings of $300 million pursuant to the Term Loan Facility and had
approximately $205 million available under the Credit Facilities.
On December 22, 1988, as part of the permanent financing for the
leveraged buyout in 1987 of a company known at the time as Sybron Corporation,
the Company entered into a sale and leaseback of its principal domestic
facilities (the "Sale/Leaseback"). The annual obligation under the
Sale/Leaseback is currently $3.3 million, payable monthly. On the fifth
anniversary of the leases and every five years thereafter (including renewal
terms), the rent is increased by the percentage equal to 75% of the percentage
increase in the Consumer Price Index over the preceding five years. The
percentage increase to the rent in any five-year period is capped at 15%. The
next adjustment will occur on January 1, 1999.
The Credit Facilities provide for an annual interest rate, at the
option of the Company, equal to (a) the higher of (i) the rate from time to
time publicly announced by Chase in New York City as its prime rate, (ii) the
federal funds rate plus 1/2 of 1%, and (iii) the base CD rate plus 1%, or (b)
the London interbank offered rate plus 1/2% to 7/8% (the "LIBOR Margin")
depending upon the level of certain financial ratios, or (c) with respect to
the Revolving Credit Facility, the rate set by a competitive bid process among
the parties to the Revolving Credit Facility. For the quarter ended March 31,
1997, the average interest rate on the Term Loan Facility (inclusive of the
swap agreements described below) was 6.2% and the average interest rate on the
Revolving Credit Facility was 6.3%. On July 31, 1997 the Company will begin to
repay principal on the Term Loan Facility in 21 consecutive quarterly
installments. Annual payments are due as follows: $8.75 million in fiscal
1997; and $35 million, $36.25 million, $42.5 million, $53.75 million, and
$123.75 million in fiscal years 1998 through 2002, respectively.
As a result of the terms of the Credit Agreement and the agreement
which governed the Company's previous credit facilities, the Company has been
and continues to be sensitive to a rise in interest rates. In order to reduce
its sensitivity to interest rate increases, prior to December 31, 1996 the
Company entered into five interest rate swap agreements, with rates ranging
from 5.17% to 5.64% and notional amounts of $50 million each, to hedge against
a rise in interest rates. On May 7, 1997 the Company entered into a sixth swap
agreement, at a rate of 6.5875% with a notional amount of $75 million. The net
interest rate paid by the Company is approximately equal to the sum of the swap
agreement rate plus the applicable LIBOR Margin. During the second quarter of
fiscal 1997, the LIBOR Margin was .75%.
Payment of principal and interest with respect to the Credit
Facilities and the Sale/Leaseback are anticipated to be the Company's largest
use of operating funds in the future. The Company will also require capital to
fund acquisitions, working capital requirements, capital expenditures,
restructuring expenditures, other liabilities and periodic expansion of
facilities. To the extent available, funds provided by operations and
short-term borrowings under the Revolving Credit Facility will be used for
these purposes. If such funds are not available, particularly with respect to
the Company's acquisition strategy, the Company will have to raise additional
capital.
The Credit Agreement contains numerous financial and operating
covenants, including, among other things, restrictions on investments,
requirements that the Company maintain certain financial ratios, restrictions
on the ability of the Company and its subsidiaries to incur indebtedness or to
create or permit liens or to pay cash dividends (as described in greater detail
under "Restrictions on Cash Dividends" below), and limitations on incurrence of
additional indebtedness. The Credit Agreement permits the Company to make
acquisitions provided the Company continues to satisfy all financial covenants
upon any such acquisition. The ability of the Company to meet its debt service
requirements and to comply with such covenants is dependent upon the Company's
future performance, which is subject to financial, economic, competitive and
other factors affecting the Company, many of which are beyond its control.
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<PAGE> 8
RESTRICTION ON CASH DIVIDENDS
The Credit Agreement restricts the Company's ability to pay cash
dividends in excess of $50 million plus 50% of the defined consolidated net
income of the Company for each fiscal quarter ending after June 30, 1995, less
any dividends paid after June 22, 1994. The Company has no current intention
to pay cash dividends on its Common Stock.
RELIANCE ON KEY DISTRIBUTORS
A substantial portion of the Company's sales of laboratory products is
made through the major independent distributors, which historically have been
Fisher Scientific ("Fisher"), VWR Scientific ("VWR"), Baxter Scientific
Products ("Baxter") and Curtin Matheson Scientific, Inc. ("CMS"). These major
distributors experienced significant consolidation in 1995, with Fisher
acquiring CMS and VWR acquiring the industrial products division of Baxter.
Because of the significance of the Company's sales to these major laboratory
distributors, the loss of any one of them (now Fisher, VWR and Allegiance
Corp., the successor to the clinical products division of Baxter) could have a
materially adverse affect on the Company's business. The Company's operating
subsidiaries in the laboratory segment do not have any contractual
relationships with such distributors. However, those subsidiaries have
long-standing relationships with these distributors and, in certain cases,
their predecessors. Although not to the same extent as the laboratory segment,
Kerr Corporation ("Kerr"), one of the Company's dental businesses, also sells
through distributors. The loss of certain of Kerr's distributors could have a
materially adverse effect on the Company's results of operations or financial
condition.
RISKS ATTENDANT TO FOREIGN OPERATIONS
The Company conducts its business in numerous foreign countries and as
a result is subject to risks of fluctuations in exchange rates of various
foreign currencies and other risks associated with foreign trade, such as:
foreign trade, monetary and fiscal policies; laws, regulations and other
activities of foreign governments, agencies and similar organizations; and
risks associated with having major manufacturing facilities located in
countries, such as Mexico, Hungary and Italy, which have historically been less
stable than the United States in several respects, including fiscal and
political stability. The financial position and the results of operations from
substantially all of the Company's international operations, other than most
United States export sales, are measured using the local currency of the
countries in which such operations are conducted and are translated into United
States dollars. While the reported income of foreign subsidiaries will be
impacted by a weakening or strengthening of the United States dollar in
relation to a particular local currency, the effects of foreign currency
fluctuations are partially mitigated by manufacturing costs and other expenses
of foreign subsidiaries that are generally incurred in the same currencies in
which sales are generated. Such effects of foreign currency fluctuations are
also mitigated by the fact that such subsidiaries' operations are conducted in
numerous foreign countries and, therefore, in numerous foreign currencies. In
addition, the Company's United States export sales may be impacted by foreign
currency fluctuations to the relative value of the United States dollar as
foreign customers may adjust their level of purchases upward or downward
according to the weakness or strength of the United States dollar. From time
to time, management may employ currency hedges to mitigate the impact of
foreign currency fluctuations. If currency hedges are not employed, the
Company is potentially exposed to earnings volatility as a result of foreign
currency fluctuations. The Company has decided not to employ foreign currency
hedges at this time.
ACQUISITION STRATEGY
Since July 1993, when the Company expanded its strategy of growth
through acquisitions, the Company and its operating subsidiaries have made
forty acquisitions in the United States and abroad, including ten completed in
fiscal 1996 and eleven completed in fiscal 1997 through July 1, 1997.
Eighty-three percent (83%) and seventy-eight percent (78%) of the Company's
sales growth for the fiscal year ended September 30, 1996 and the six-month
period ended March 31, 1997, respectively, came from acquisitions. It is
currently the Company's intent to continue to pursue its acquisition strategy.
If acquisitions continue at the Company's historical pace, the Company may
require financing beyond the capacity of its Credit Facilities. The Company's
ability to continue its acquisition strategy is subject to a number of
uncertainties, including but not limited to its ability to raise capital beyond
the capacity of its Credit Facilities or to use the Company's stock for
acquisitions, the cost of the capital required to effect the
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Company's acquisition strategy, the availability of suitable acquisition
candidates at reasonable prices, the ability of the Company to realize the
synergies expected to result from acquisitions, and the ability of existing
Company personnel to efficiently handle increased transitional responsibilities
resulting from acquisitions.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders hereunder. The Company will pay all
expenses related to the registration of the Shares.
SELLING SHAREHOLDERS
AND PLAN OF DISTRIBUTION
Based upon information provided by the Selling Shareholders, the
following table sets forth the aggregate number of shares of Common Stock
beneficially owned by each Selling Shareholder as of July 1, 1997, the
aggregate number of shares of Common Stock registered hereby that each Selling
Shareholder may offer and sell pursuant to this Prospectus and the aggregate
number of shares of Common Stock each Selling Shareholder would have owned as
of July 1, 1997, if all shares registered for resale hereunder were sold.
Because the Selling Shareholders may sell all or a portion of the Shares
registered hereby at any time and from time to time after the date hereof, the
number of shares of Common Stock that each Selling Shareholder shall retain
upon completion of the offering to which this Prospectus relates cannot be
stated with certainty. To the knowledge of the Company, none of the Selling
Shareholders has had or has any material relationship with the Company except
as set forth in the footnotes to the following table and as more fully
described elsewhere in this Prospectus (including the information incorporated
by reference in this Prospectus).
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
NUMBER OF SHARES NUMBER OF SHARES IF ALL SHARES
BENEFICIALLY REGISTERED FOR REGISTERED
OWNED AS OF POTENTIAL RESALE HEREUNDER WERE
JULY 1, 1997 HEREUNDER (a) SOLD
NAME OF SELLING SHAREHOLDER
<S> <C> <C> <C>
Barney Siegel (b) 261,809 261,809 0
Barbara Siegel (c) 261,809 261,809 0
TOTAL 523,618
</TABLE>
_________________
(a) The Shares to which this Prospectus relates were issued in connection
with the merger of National Scientific Company, a Georgia corporation
("National"), with a wholly-owned subsidiary of the Company formed for
that purpose (the "Merger") and a related purchase of real estate used
in National's operations. National supplies the laboratory industry
with a complete line of autosampler vials, seals, and accessories for
chromatography analysis. Pursuant to a registration rights agreement
executed with the Selling Shareholders as part of that transaction
(the "Registration Rights Agreement"), the Company agreed to register
the Shares for resale hereunder. Of the 261,809 Shares registered for
resale by each Selling Shareholder, 25,375 Shares are held in escrow
by The Bank of New York pursuant to an escrow agreement entered into
in connection with the Merger (the "Escrow Agreement"). Provided the
Escrow Agreement is then still in effect, upon sale hereunder of any
of such escrow Shares, the proceeds thereof shall be delivered to The
Bank of New York to hold in accordance with the provisions of the
Escrow Agreement.
(b) Prior to the Merger, Barney Siegel was the President and a director of
National. In addition, Mr. Siegel owned one-half of all of the issued
and outstanding capital stock of National prior to the Merger. Mr.
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<PAGE> 10
Siegel is married to Barbara Siegel, the other Selling Shareholder.
In connection with the Merger, Mr. Siegel assumed the position of Vice
President, Business Development of National Scientific Company, a
Wisconsin corporation which was the surviving corporation in the
Merger and is a wholly-owned subsidiary of the Company.
(c) Prior to the Merger, Barbara Siegel was the Secretary, Treasurer and a
director of National. In addition, Ms. Siegel owned one-half of all
of the issued and outstanding capital stock of National prior to the
Merger. Ms. Siegel is married to Barney Siegel, the other Selling
Shareholder.
The Selling Shareholders may sell any or all of the Shares through
underwriters or dealers, through brokers or other agents, or directly to one or
more purchasers in one or more transactions on the NYSE, in the
over-the-counter market, or in privately negotiated transactions, or in a
combination of such transactions. Such transactions may be effected by the
Selling Shareholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Such underwriters, dealers, brokers or other
agents may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and may receive commissions from the
purchasers of the Shares for whom they act as agent.
Any Selling Shareholder and any dealer, broker or other agent selling
Shares for the Selling Shareholders or purchasing any Shares from a Selling
Shareholder for purposes of resale may be deemed to be an underwriter under the
Securities Act and any profit from the sale of the Shares or any compensation
received by such Selling Shareholder, dealer, broker or other agent may be
deemed underwriting compensation. Neither the Company nor the Selling
Shareholders can presently estimate the amount of such compensation. The
Company knows of no existing arrangements between any Selling Shareholder and
any other Selling Shareholder, underwriter, dealer, or broker or other agent.
To comply with certain states' securities laws, if applicable, the
Shares may be sold in such states only through brokers or dealers.
The Company will pay the expenses incurred in connection with the
preparation and filing of this Prospectus and the related Registration
Statement. The Company, however, will not pay for any expenses, fees,
commissions or discounts of underwriters, dealers or agents, which will be paid
by the Selling Shareholders.
Under agreements which may be entered into by the Company and/or the
Selling Shareholders, underwriters, dealers and agents who participate in the
distribution of Shares may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereto. The Company committed to
provide indemnification or contribution, under certain circumstances, in the
Registration Rights Agreement. Agents, underwriters and dealers may be
customers of, engage in transactions with or perform services for the Company,
its affiliates or the Selling Shareholders in the ordinary course of business.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to any Company Common Stock for the
period beginning one business day prior to the determination of the offering
price and ending upon completion of the Selling Shareholder's participation in
the distribution. In addition and without limiting the foregoing, the Selling
Shareholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation Regulation
M, which provisions may limit the timing of purchases and sales of any of the
Shares by the Selling Shareholders. All of the foregoing may affect the
marketability of the Shares.
EXPERTS
The consolidated financial statements and financial statement schedule
of the Company as of September 30, 1995 and 1996, and for each of the years in
the three-year period ended September 30, 1996, included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1996, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
8
<PAGE> 11
Any financial statements hereafter incorporated by reference in the
Registration Statement that have been audited and are the subject of a report
by independent accountants will be incorporated herein by reference in reliance
upon such reports and upon the authority of such firms as experts in auditing
and accounting to the extent covered by consents filed with the Commission.
LEGAL MATTERS
Certain legal matters in connection with the Shares offered hereby
will be passed upon for the Company by R. Jeffrey Harris, Esq., General Counsel
to the Company. Mr. Harris is an officer and employee of the Company and
owned, as of July 1, 1997, directly and beneficially, less than 1% of the
Company Common Stock outstanding as of such date.
9
<PAGE> 12
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the Registrant
in connection with this Registration Statement. All of such expenses are
estimates, other than the filing fee payable to the Securities and Exchange
Commission.
Filing Fee- Securities and Exchange Commission . . . . . . . . .$ 6,422
Fees and Expenses of Accountants . . . . . . . . . . . . . . . . 1,000
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . . . 7,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . 1,000
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 15,422
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Furthermore, certain officers
of the Registrant are also officers of subsidiaries of the Registrant and, as a
result, such officers may be
II-1
<PAGE> 13
entitled to indemnification pursuant to provisions of such subsidiaries'
governing corporate laws, articles of incorporation and bylaws. The Registrant
has also executed an indemnity agreement with each of its directors and certain
of its officers which provides certain indemnity rights to such individuals.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 16. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) 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:
(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
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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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;
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
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement 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.
II-2
<PAGE> 14
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
* * *
(h) Reference is made to the indemnification provisions referred
to in Item 15 of this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, State of Wisconsin, on July 24,
1997.
SYBRON INTERNATIONAL CORPORATION
(Registrant)
By: /s/ KENNETH F. YONTZ
--------------------------------
Kenneth F. Yontz
Chairman of the Board, President
and Chief Executive Officer
__________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth F. Yontz, Dennis Brown and R.
Jeffrey Harris, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________
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
/s/ KENNETH F. YONTZ Chairman of the Board, President
- --------------------- and Chief Executive Officer and Director
Kenneth F. Yontz (Principal Executive Officer of
the Registrant)
/s/ DENNIS BROWN Vice President - Finance, Chief Financial
- --------------------- Officer and Treasurer (Principal Financial
Dennis Brown Officer and Principal Accounting Officer of
the Registrant)
/s/ DON H. DAVIS, JR. Director
- ---------------------
Don H. Davis, Jr.
S-1
<PAGE> 16
/s/ ROBERT B. HAAS Director
- ---------------------
Robert B. Haas
/s/ THOMAS O. HICKS Director
- ---------------------
Thomas O. Hicks
/s/ WILIAM U. PARFET Director
- ---------------------
William U. Parfet
/s/ JOE L. ROBY Director
- ---------------------
Joe L. Roby
/s/ RICHARD W. VIESER Director
- ---------------------
Richard W. Vieser
*Each of these signatures is affixed as of July 24, 1997.
S-2
<PAGE> 17
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN BY
NUMBER DESCRIPTION REFERENCE TO FILED HEREWITH
<S> <C> <C> <C>
4.1 Articles of Incorporation of the Exhibit B to the 1994 Annual
Registrant Meeting Proxy Statement of
Sybron Corporation dated
December 17, 1993 (the "1994
Proxy Statement")*
4.2 Bylaws of the Registrant Exhibit C to the 1994 Proxy
Statement
5 Opinion of Counsel X
23.1 Consent of KPMG Peat Marwick LLP X
23.2 Consent of Counsel Contained in Exhibit 5
24 Powers of Attorney
Contained on Signatures Page
to this Registration Statement
99 Registration Rights Agreement X
</TABLE>
_________________
* The Registrant is the successor issuer to Sybron Corporation
(Commission File No. 1-11091) in a Delaware-to-Wisconsin change-of-domicile
merger effected January 31, 1994.
EI-I
<PAGE> 1
EXHIBIT 5
July 24, 1997
Sybron International Corporation
411 East Wisconsin Avenue
24th Floor
Milwaukee WI 53202
Gentlemen:
I am providing this opinion in connection with the Registration Statement of
Sybron International Corporation, a Wisconsin corporation (the "Company"), on
Form S-3 (the "Registration Statement") filed under the Securities Act of 1933,
as amended (the "Act"), with respect to the proposed sale by certain
shareholders of up to 523,618 shares of Common Stock, par value $0.01 per
share, of the Company which were issued in connection with the transactions
described in the Registration Statement.
I am the Vice President--General Counsel and Secretary of the Company. I
have examined (i) the Registration Statement, (ii) the Company's Articles of
Incorporation and Bylaws, (iii) the corporate proceedings relating to the
issuance of the shares of Common Stock registered pursuant to the Registration
Statement (the "Shares"), and (iv) such other documents and records as I have
deemed necessary in order to render this opinion. In rendering this opinion, I
have relied as to certain factual matters on certificates of officers of the
Company and of state officials.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly incorporated and validly existing under
the laws of the State of Wisconsin.
2. The Shares are validly issued, fully paid and non-assessable by the
Company, subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees
for services performed, but not exceeding six months service in any one
case. Although Section 180.0622(2)(b) provides that such personal
liability of shareholders shall be "to an amount equal to the par value of
shares owned by them respectively, and to the consideration for which
their shares without par value was issued," the Wisconsin Supreme Court,
by a split decision without a written opinion, has affirmed a judgment
holding shareholders of a corporation liable under the substantially
identical predecessor statute in effect prior to January 1, 1991
<PAGE> 2
Sybron International Corporation
July 24, 1997
Page2
(Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares were
issued rather than the shares' lower stated par value. Local 257 of
Hotel and Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d
664 (1985) (affirming the 1983 decision of the Circuit Court for Dane
County, Wisconsin, in Case No. 82-CV-0023).
I consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
Prospectus that is part of the Registration Statement. In giving my consent, I
do not admit that I am an "expert" within the meaning of Section 11 of the Act,
or that I come within the category of persons whose consent is required by
Section 7 of the Act.
Very truly yours,
/s/ R. Jeffrey Harris
R. Jeffrey Harris
Vice President - General
Counsel and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors and Shareholders
Sybron International Corporation:
We consent to incorporation by reference in this registration statement on Form
S-3 of Sybron International Corporation of our report dated November 8, 1996,
relating to the consolidated balance sheets of Sybron International Corporation
and subsidiaries as of September 30, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1996, and
related financial statement schedule, which report appears in the September 30,
1996 annual report on Form 10-K of Sybron International Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
July 18, 1997
EI-2
<PAGE> 1
EXHIBIT 99
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
this 23rd day of May, 1997, by and among SYBRON INTERNATIONAL CORPORATION (the
"Company") and BARNEY SIEGEL and BARBARA SIEGEL (collectively, the
"Shareholders").
WHEREAS, pursuant to that certain Agreement and Plan of Reorganization
entered into among the Company, NSC Acquisition Corporation, a wholly-owned
subsidiary of the Company (the "Subsidiary"), National Scientific Company, a
Georgia corporation ("National"), and the Shareholders dated as of May 23, 1997
(the "Merger Agreement"), each share of the issued and outstanding capital
stock of National (the "NSC Stock") owned by the Shareholders was converted
into 1,015 shares of unregistered common stock, par value $0.01 per share, of
the Company ("Common Stock"), for an aggregate of 507,500 shares of Common
Stock (the "Merger Shares"); and
WHEREAS, pursuant to that certain Facility Purchase Agreement entered into on
the date hereof by and among the Subsidiary, the Company and the Shareholders
as described in the Merger Agreement (the "Facility Purchase Agreement"), the
Company issued 16,118 shares of unregistered Common Stock to the Shareholders
(together with the Merger Shares, the "Shares"); and
WHEREAS, pursuant to the Agreement, the Company agreed to provide certain
registration rights to the Shareholders with respect to the Shares, as
described in this Agreement.
NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants,
conditions and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
ARTICLE I
DEFINITIONS
In addition to the terms defined above, when used in this Agreement the
following terms shall have the meanings specified:
1.1 "Act" shall have the meaning set forth in Section 2.1(a) of this
Agreement.
1.2 "Commission" shall have the meaning set forth in Section 2.3(a) of this
Agreement.
1.3 "Law" shall mean any federal, state, local or other law, rule,
regulation or governmental requirement or restriction of any kind, including
any rule, regulation or order promulgated
<PAGE> 2
thereunder and any final order, decree, policy, consent or judgment of any
regulatory agency, court or other Person.
1.4 "Person" shall mean a natural person, corporation, limited liability
company, association, joint stock company, trust, partnership, governmental
entity, agency or branch or department thereof, or any other legal entity.
1.5 "Registration Shares" shall have the meaning set forth in Section 2.1(a)
of this Agreement.
1.6 "Registration Statement" shall have the meaning set forth in Section
2.3(a) of this Agreement.
ARTICLE II
REGISTRATION RIGHTS
2.1 Demand Registration Rights.
(a) At any time after the date of this Agreement, the Company shall,
upon written demand of both Shareholders, use reasonable efforts to effect
registration under the Securities Act of 1933, as amended (the "Act"), of such
number of the Shares (the "Registration Shares") as shall be indicated in the
written demand, provided that:
(i) the Company shall not be required to effect more than one (1) such
demand registration for the Shareholders;
(ii) the Company shall be required to effect such demand registration
only if Form S-3 under the Act (or any comparable short-form registration then
in effect) is then available for use by the Company;
(iii) a demand registration effected pursuant to this Section 2.1 shall
not be required to become effective at any time prior to the date the Company
issues a public earnings release reporting earnings that include at least 30
days worth of results from the operations of the National business, nor shall
any demand registration be required to become effective more than one (1) year
from the date of this Agreement;
(iv) the Company shall not be required to register in such demand
registration an amount of Registration Shares which is less than Ten Percent
(10%) of the total number of Shares issued to the shareholders pursuant to the
Merger Agreement and the Facility Purchase Agreement; and
(v) a demand registration will not count as such until it has become
effective (a demand registration will, however, count as such if: (1) the
Shareholders withdraw their demand at any time other than pursuant to Section
2.1(c); or
-2-
<PAGE> 3
(2) after the filing of a Registration Statement, the failure of such
Registration Statement to become effective is due solely to the actions of
the Shareholders or if, once effective, the effectiveness of a Registration
Statement is withdrawn solely because of the Shareholders' actions).
(b) Upon receipt of a written demand for registration pursuant to
Section 2.1(a), the Company, with the full cooperation of the Shareholders,
shall expeditiously effect the registration under the Act of the Registration
Shares and use reasonable efforts to have such registration declared effective
as soon as practicable after the filing thereof. A Registration Statement
filed pursuant to this Section 2.1 shall provide that the Shares will be sold
by the Shareholders only through routine brokerage transactions or negotiated
transactions.
(c) Notwithstanding anything to the contrary contained in this
Agreement, the Company shall be entitled to postpone, for up to one hundred
twenty (120) days, the filing of any registration statement otherwise required
to be prepared and filed by it pursuant to this Section 2.1 and shall be
entitled to take such actions as it deems necessary to delay the effectiveness
of any registration statement filed pursuant to this Section 2.1 if: (i) the
Company would be required to prepare any financial statements other than those
it customarily prepares; (ii) the Company determines in its reasonable business
judgment that such registration or offering would interfere with any then
pending material financing, acquisition, corporate reorganization or other
material corporate transaction or development involving the Company; or (iii)
registration would give rise to initial or continuing disclosure obligations
that would not be in the best interest of the Company's shareholders. The
Company shall promptly notify the Shareholders of any such postponement or
delay. Nothing contained herein shall require the Company to disclose to the
Shareholders the reason for the postponement or delay regardless of whether any
such disclosure would involve the disclosure of material non-public
information. The Company shall use reasonable efforts to minimize the length
of any such postponement or delay. If the Company shall postpone the filing of
any registration statement pursuant to this Section 2.1(c), the Shareholders
shall have the right to withdraw their demand registration request by giving
written notice thereof to the Company within thirty (30) days after the receipt
of the notice of postponement or delay and, in the event of such a withdrawal,
the demand request which was withdrawn shall be deemed not to have been made.
If, after a registration statement becomes effective, the Company advises the
Shareholders that the Company considers it appropriate for the registration
statement to be amended, the Shareholders shall suspend any further sales of
Shares until the Company advises them that the registration statement has been
amended.
(d) Nothing contained herein shall be construed to prohibit the
Company from also registering, at its option, shares of Common Stock to be sold
by it in any offering effected
-3-
<PAGE> 4
pursuant to this Section 2.1. Furthermore, in the event the Company chooses to
undertake a registered offering of its Common Stock at any time while the
Shareholders are entitled to demand registration pursuant to this Section 2.1,
the Company may provide an opportunity to the Shareholders to participate as
"Selling Security Holders" in such registration under substantially the same
terms and conditions as are set forth in this Agreement. In the event the
Company chooses to exercise this option, it shall provide the Shareholders with
written notice thereof at least twenty (20) days prior to the proposed filing
date of the relevant registration statement. Upon notice to the Shareholders
as described herein, the Shareholders shall have no further demand rights
pursuant to this Section 2.1.
2.2 Indemnity.
(a) The Company will indemnify and hold harmless the Shareholders (and
any Person who controls a Shareholder within the meaning of Section 15 of the
Act) against all claims, losses, damages, liabilities, actions and expenses
resulting from any untrue statement or alleged untrue statement of a material
fact contained in a prospectus or in any related registration statement,
notification or the like or from any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as the same may have been based on information
furnished in writing to the Company by a Shareholder expressly for use therein
and used in accordance with such writing. The Company agrees to reimburse each
indemnified Person for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such loss, claim, damage,
liability, action or expense.
(b) Each Shareholder, by acceptance of the registration provisions
provided herein, agrees to indemnify and hold harmless the Company, its
officers and directors (and any Person who controls the Company within the
meaning of Section 15 of the Act) against all claims, losses, damages,
liabilities, actions and expenses resulting from any untrue statement or
alleged untrue statement of a material fact furnished in writing to the Company
by that Shareholder expressly for use in connection with such registration or
qualification and used in accordance with such writing and from any omission
therefrom or alleged omission therefrom of a material fact needed to be
furnished or necessary to make the information furnished not misleading.
(c) In order to provide for just and equitable contribution in
circumstances under which the indemnification provided for in Sections 2.2(a)
and 2.2(b) hereof is applicable but for any reason is held to be unenforceable
by the indemnified party or parties, the indemnifying party shall contribute to
the aggregate claims, losses, damages, liabilities, actions and expenses of the
nature contemplated by such indemnity incurred by the indemnified party or
parties in such proportions as are just
-4-
<PAGE> 5
and equitable, taking into account the relative fault of the parties, provided
that no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any Person who
is not guilty of such fraudulent misrepresentation.
2.3 Registration Covenants of the Company. In the event that any Shares are
to be registered pursuant to Section 2.1 of this Agreement, the Company
covenants and agrees that the Company will use reasonable efforts to effect the
registration and cooperate in the sale of the Registration Shares to be
registered and to:
(a) promptly (within 60 calendar days) prepare and file with the
Securities and Exchange Commission (the "Commission") a registration statement
with respect to the Registration Shares (as well as any necessary amendments or
supplements thereto) (a "Registration Statement"), and use reasonable efforts
to cause such Registration Statement to become effective as soon as is
reasonably practicable;
(b) furnish to the Shareholders sufficient copies of such Registration
Statement and any amendments or supplements thereto and any prospectus forming
a part thereof prior to filing, which documents will be subject to the review
of counsel for the Shareholders;
(c) notify the Shareholders, promptly after the Company shall receive
notice thereof, of the time when said Registration Statement becomes effective
or when any amendment or supplement to any prospectus forming a part of said
Registration Statement has been filed;
(d) notify the Shareholders promptly of any request by the Commission
for the amending or supplementing of such Registration Statement or prospectus
or for additional information;
(e) advise the Shareholders after the Company shall receive notice or
obtain knowledge thereof of the issuance of any order by the Commission
suspending the effectiveness of any such Registration Statement or amendment
thereto or of the initiation or threatening of any proceeding for that purpose,
and promptly use reasonable efforts to prevent the issuance of any stop order
or to obtain its withdrawal promptly if such stop order should be issued;
(f) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus forming a part
thereof as may be necessary to keep such Registration Statement effective for
the lesser of (i) a period of time necessary to permit the Shareholders
pursuant to such Registration Statement to dispose of all of such Registration
Shares, or (ii) the maximum period of time permitted by Law to keep effective a
registration statement; provided that under
-5-
<PAGE> 6
no circumstances shall the Company be obligated to keep the Registration
Statement effective beyond the first anniversary of the execution of this
Agreement;
(g) furnish to the Shareholders such number of copies of such
Registration Statement, each amendment and supplement thereto, the prospectus
included in such Registration Statement (including each preliminary prospectus)
and such other documents as the Shareholders may reasonably request in order to
facilitate the disposition of the Registration Shares owned by the
Shareholders;
(h) assist the Shareholders in satisfying their prospectus delivery
obligations by furnishing to any national securities exchange on which the
Registration Shares are then listed copies of the prospectus and each amendment
or supplement thereto in accordance with Rule 153 under the Act (or any
comparable rule then in existence);
(i) use reasonable efforts to register or qualify such Registration
Shares under such other securities or blue sky Laws of such jurisdictions as
are mutually determined by the Company and the Shareholders and do any and all
other acts and things which may be reasonably necessary or advisable to enable
the Shareholders to consummate the disposition in such jurisdictions of the
Registration Shares;
(j) notify the Shareholders, at any time when a prospectus relating
thereto is required to be delivered under the Act, of the happening of any
event as a result of which such Registration Statement contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, at the request
of the Shareholders, prepare a supplement or amendment to such Registration
Statement so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(k) cause all Registration Shares to continue to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;
(l) ensure the continued availability of a transfer agent and registrar
for all such Registration Shares;
(m) make available for inspection by the Shareholders and any attorney,
accountant or other agent retained by the Shareholders, subject to the
Company's receipt of reasonable confidentiality agreements from the recipients
thereof, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers,
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directors and employees to supply all information reasonably requested by the
Shareholders or any attorney, accountant or agent of the Shareholders in
connection with such Registration Statement; and
(n) use reasonable efforts to cause Registration Shares covered by such
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the
Shareholders to consummate the disposition of such Registration Shares.
2.4 Registration Covenants of the Shareholders. In consideration of the
benefits accruing to them pursuant to this Agreement and in addition to their
other obligations set forth in this Agreement, the Shareholders each covenant
and agree to:
(a) reasonably cooperate with the Company, its counsel, advisors and
other representatives and comply with all applicable provisions of Law
(including without limitation Rule 10b-5 and Regulation M under the Securities
Exchange Act of 1934, as amended) in connection with any registration effected
pursuant to the provisions of this Agreement;
(b) promptly provide to the Company, in writing, such information as
the Company or its counsel deems necessary or appropriate for inclusion in the
Registration Statement, which information shall be true and correct in all
material respects;
(c) refrain from transferring by any means any of the Shares prior to
the earnings release date identified in Section 2.1(a)(iii) above; and
(d) consent to any lock-up period proposed by any underwriter of
shares of Common Stock being registered by the Company for public sale if such
lock-up period is reasonably required, in the good faith judgment of such
underwriter, to facilitate the offering of Common Stock by the Company.
In the event that either Shareholder fails to provide information as required
by Section 2.4(b) above on a timely basis, or such information is not true and
correct in all material respects, any Shares held by the Shareholder may be
excluded from the Registration Statement and such Shareholder's rights to
registration hereunder shall terminate.
2.5 Expenses. Except as otherwise required by Law, the Company shall pay
all of the expenses in connection with a registration pursuant to Section 2.1
of this Agreement, including, without limitation, costs of complying with
federal and state securities Laws, attorneys' and accounting fees of the
Company, printing expenses and federal and state filing fees (except for any
transfer taxes, broker's commissions and other selling expenses, which shall be
the responsibility of the Shareholders). Furthermore, the Company shall not be
obligated to pay any fees or disbursements of counsel for the Shareholders.
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<PAGE> 8
ARTICLE III
MISCELLANEOUS
3.1 Survival. All agreements, representations and warranties made in this
Agreement or in any document delivered pursuant to this Agreement shall survive
the execution of this Agreement and the delivery of any such document.
3.2 Governing Law. This Agreement and the other documents issued pursuant
to this Agreement shall be governed by the Laws of the State of Wisconsin.
3.3 Counterparts; Headings. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement. The Article and
Section headings in this Agreement are inserted for convenience of reference
only and shall not constitute a part hereof.
3.4 Entire Agreement. This Agreement and the other documents referred to
herein contain the entire understanding of the parties with respect to the
subject matter hereof. There are no restrictions, promises, warranties,
covenants or undertakings concerning such subject matter other than those
expressly set forth in this Agreement. This Agreement supersedes all prior
negotiations, agreements and undertakings between the parties with respect to
such subject matter.
3.5 Notices. All communications or notices required or permitted by this
Agreement shall be in writing and shall be given through one of the methods set
forth, and shall be deemed to be effective, as follows: (i) if delivered in
person, upon receipt by the recipient, or (ii) if sent by telex or facsimile
transmission, on the second business day following the date a written record
thereof is mailed to an individual party or to an officer of a corporate party,
or (iii) if deposited in the United States mail, certified or registered mail,
postage prepaid, on the third business day following the date of mailing. All
such notices shall be sent to the following addresses, unless and until any of
such parties notifies the others in accordance with this Section of a change of
address:
If to the Shareholder: Barney Siegel
Barbara Siegel
1130 Bay Pointe Crossing
Alpharetta GA 30202
Fax No. 770/569-1157
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<PAGE> 9
with a copy to:
Frantz, Sanders & Grattan
Attn. Wilton Sanders, Esq.
6100 Lake Forest Drive
Suite 475
Atlanta GA 30328
Fax No. 404/257-9657
If to the Company: Sybron International Corporation
Attention: Secretary
411 East Wisconsin Avenue
Suite 2400
Milwaukee WI 53202
Fax No. 414/274-6561
3.6 Amendments; Assignability. This Agreement may be amended if such
amendment is in writing and is signed by the Company and the Shareholders.
This Agreement may be assigned by the Shareholders only with the prior written
consent of the Company.
3.7 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
3.8 Interpretation. Unless the context requires otherwise, all words used
in this Agreement in the singular number shall extend to and include the
plural, all words in the plural number shall extend to and include the
singular, and all words indicating a gender shall extend to and include all
genders.
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<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the day and year first above written.
SYBRON INTERNATIONAL CORPORATION
By: /s/ R. Jeffrey Harris
-------------------------------------------
R. Jeffrey Harris, Vice President -
General Counsel and Secretary
/s/ Barney Siegel
-----------------------------------------------
BARNEY SIEGEL
/s/ Barbara Siegel
------------------------------------------------
BARBARA SIEGEL
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