<PAGE> 1
Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 27, 1998
________________________________________________________________________________
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
411 East Wisconsin Avenue, 24th Floor
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (ZIP Code)
__________________
AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
__________________
Copy to:
R. JEFFREY HARRIS, ESQ. BRUCE C. DAVIDSON, ESQ.
Vice President - General Quarles & Brady
Counsel and Secretary 411 East Wisconsin Avenue
SYBRON INTERNATIONAL CORPORATION Milwaukee, Wisconsin 53202
411 East Wisconsin Avenue, 24th Floor
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 274-6600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE(2) FEE
- ---------------------- ---------------- ----------------- -------------- -------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share 4,800,000 shares(1) $26.21875(2)(3) $125,850,000 $37,126
____________________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 2
(1) The Plan provides for possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of
certain capital or other changes affecting the Registrant's Common
Stock. This Registration Statement therefore covers, in addition to
the above stated 4,800,000 shares, an indeterminate number of shares
that may become subject to the Plan by means of any such adjustment.
All share amounts reflected herein have been adjusted for the effect of
the 2-for-1 stock split declared by the Registrant's Board of Directors
on January 30, 1998 and paid on February 20, 1998 to shareholders of
record on February 12, 1998.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon the average of the high and low sales
prices of the Registrant's Common Stock on the New York Stock Exchange
Composite Tape on February 23, 1998.
(3) The actual offering price will be determined in accordance with the
terms of the Plan; provided that it shall be not less than 100% of the
Fair Market Value of Registrant Common Stock on the date on which the
option is granted.
________________________________________________________________________________
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class
as other securities for which registration statements filed on Form S-8
relating to the same employee benefit plan are effective, the contents of the
following documents filed by Sybron International Corporation (successor to
Sybron Corporation) (the "Registrant") with the Securities and Exchange
Commission (Commission File No. 1-11091) are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-8 filed on
January 14, 1994 (Registration No. 33-74112) relating to the Registrant's 1993
Long-Term Incentive Plan, as amended by Post-Effective Amendment No. 1 thereto
filed on February 1, 1994.
(b) The Registrant's Registration Statement on Form S-8 filed on
July 21, 1995 (Registration No. 33-94822) relating to the Registrant's Amended
and Restated 1993 Long-Term Incentive Plan.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, State of Wisconsin, on February 27,
1998.
SYBRON INTERNATIONAL CORPORATION
(Registrant)
By: /s/ R. Jeffrey Harris
_____________________
R. Jeffrey Harris
Vice President - General Counsel and Secretary
____________________
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 date 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
Dennis Brown Treasurer (Principal Financial Officer
and Principal Accounting Officer of
the Registrant)
/s/ Don H. Davis, Jr. Director
________________________
Don H. Davis, Jr.
/s/ Christopher L. Doerr Director
________________________
Christopher L. Doerr
/s/ Robert B. Haas Director
________________________
Robert B. Haas
/s/ Thomas O. Hicks Director
________________________
Thomas O. Hicks
S-1
<PAGE> 5
/s/ William 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 February 27, 1998.
S-2
<PAGE> 6
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED HEREIN FILED HEREWITH
NUMBER BY REFERENCE TO
<S> <C> <C>
4.1 Amended and Restated Articles of
Incorporation of the Registrant X
4.2 Bylaws of the Registrant Exhibit C to Sybron Corporation's
Proxy Statement dated December 17,
1993 for its Annual Meeting of
Stockholders on January 19, 1994
5 Opinion of Counsel X
23.1 Consent of KPMG Peat Marwick X
LLP
23.2 Consent of Counsel Contained in Opinion
filed as Exhibit 5
24 Powers of Attorney Contained in Signatures
Page to this
Registration Statement
99 Amended and Restated 1993 Long- Exhibit A to
Term Incentive Plan the Registrant's Proxy
Statement dated
December 23, 1997
for its Annual Meeting of
Shareholders on January 30, 1998
</TABLE>
EI-1
<PAGE> 1
Exhibit 4.1
(Form S-8)
SYBRON INTERNATIONAL CORPORATION
ARTICLES OF RESTATEMENT
The undersigned officers of SYBRON INTERNATIONAL CORPORATION (the
"Company"), a Wisconsin corporation with its registered office in Milwaukee
County, Wisconsin, hereby certify that:
1. The Board of Directors of the Company has adopted the Restated
Articles of Incorporation (the "Restated Articles") in the
form attached hereto as Exhibit A in accordance with Wis.
Stat. Section 180.1007.
2. The Restated Articles do not contain an amendment to
the articles of incorporation of the Company requiring shareholder
approval.
3. The Restated Articles supersede the original articles of
incorporation, any restated articles of incorporation
previously adopted and all amendments to the original and any
restated articles of incorporation of the Company.
Executed and seal affixed this 19th day of February, 1998.
(Corporate Seal) /s/ Kenneth F. Yontz
_____________________________________
Kenneth F. Yontz, President and Chief
Executive Officer
/s/ R. Jeffrey Harris
_____________________________________
R. Jeffrey Harris, Secretary
This document was drafted by, and the
returned copy should be mailed to:
Kathryn M. Coates
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, WI 53202
(414) 277-5000
<PAGE> 2
EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF
SYBRON INTERNATIONAL CORPORATION
These Restated Articles of Incorporation supersede and take the place
of the heretofore existing Articles of Incorporation and any amendments
thereto.
ARTICLE I
NAME
The name of the corporation is Sybron International Corporation.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the initial registered office is 411 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, and the name of its initial registered
agent at such address is R. Jeffrey Harris.
ARTICLE III
PURPOSES
The purposes for which the corporation is organized are to engage in
any lawful act or activity within the purposes for which a corporation may be
organized under the WBCL.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is Two Hundred Seventy Million
(270,000,000) shares, consisting of Two Hundred Fifty Million (250,000,000)
shares of a class designated as "Common Stock" having a par value of $0.01 per
share and Twenty Million (20,000,000) shares of a class designated as
"Preferred Stock" having a par value of $0.01 per share.
Common Stock. Subject to the prior rights and preferences of any
issued and outstanding shares of Preferred Stock, such dividends (payable in
cash, stock or otherwise) as may be determined by the Board of Directors of the
corporation may be declared and paid on the Common Stock from time to time out
of any funds legally available therefor. Subject to any restrictions imposed
by the WBCL, each outstanding share of Common Stock is entitled to one vote on
each matter voted on at a shareholders' meeting. After payment shall have been
made in full to the holders of Preferred Stock in the event of any liquidation,
dissolution or winding up of the affairs of the corporation, the remaining
assets and funds of the corporation shall be distributed among the holders of
the Common Stock according to their respective shares.
<PAGE> 3
Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series with distinctive serial designations and may have such
voting powers, redemption rights, dividend rights, rights upon dissolution or
distribution of assets, conversion or exchange rights, designations,
preferences and relative participating, optional or other special rights, if
any, and such qualifications, limitations and restrictions thereof as shall be
provided by resolution of the Board of Directors pursuant to authority of
Section 180.0602(1) of the WBCL (or any successor provision), which authority
is hereby granted to and vested in the Board of Directors.
ARTICLE V
NO PREEMPTIVE RIGHTS
No holder of any stock of the corporation shall have any preemptive
right to purchase, subscribe for, or otherwise acquire any shares of stock of
the corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares.
ARTICLE VI
EXISTENCE
The corporation shall have perpetual existence.
ARTICLE VII
BOARD OF DIRECTORS; BYLAWS
All the powers of the corporation, insofar as the same may be lawfully
vested by these Articles of Incorporation in the Board of Directors, are hereby
conferred upon the Board of Directors. In furtherance and not in limitation of
that power, the Board of Directors shall have the power to make, adopt, alter,
amend and repeal from time to time the Bylaws of the corporation, subject to
the right of the shareholders entitled to vote with respect thereto to adopt,
alter, amend and repeal Bylaws made by the Board of Directors, or to make new
Bylaws; provided, however, that the Bylaws shall not be adopted, altered,
amended or repealed, or new Bylaws made, by the shareholders of the corporation
except by the affirmative vote of the holders of at least two-thirds (2/3) of
the votes entitled to be cast thereon at any annual or special meeting of
shareholders of the corporation.
ARTICLE VIII
NUMBER AND TERM OF DIRECTORS
The number of directors constituting the entire Board of Directors of
the corporation shall be fixed by, or in the manner provided in, the Bylaws of
the corporation, provided that such number shall be no less than six and no
more than nine (plus such number of directors as may be elected from time to
time pursuant to the terms of any Preferred Stock that may be issued and
outstanding from time to time), as determined by the Board of Directors. The
directors of the corporation shall be divided into three classes ("Class I,"
"Class II" and "Class III"), as nearly equal in number as possible, as
determined by the Board of Directors. At each annual meeting of shareholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the
A-2
<PAGE> 4
third succeeding annual meeting of shareholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these Articles of Incorporation or the resolution or resolutions
adopted by the Board of Directors creating such class or series of Preferred
Stock, and such directors so elected shall not be divided into classes pursuant
to this Article VIII unless expressly provided by such terms.
Any director may be removed from office by the shareholders, but only
for cause and only by the affirmative vote of a majority of the votes then
entitled to be cast in an election of directors. Any vacancy occurring on the
Board of Directors, including, but not limited to, a vacancy created by an
increase in the number of directors or the removal of a director, shall be
filled only by the affirmative vote of a majority of the directors then in
office, even if such majority is less than a quorum of the Board of Directors,
or by a sole remaining director. If no director remains in office, any vacancy
may be filled by the shareholders. Any director elected to fill a vacancy
shall serve until the next election of the class for which such director shall
have been chosen.
ARTICLE IX
SHAREHOLDER VOTE
Notwithstanding any other provision of these Articles of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
the affirmative vote of the holders of at least two-thirds (2/3) of the votes
entitled to be cast thereon at any annual or special meeting of the
shareholders of the corporation shall be required to amend, alter or repeal
Articles VII, VIII, IX and X of these Articles of Incorporation.
ARTICLE X
SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of shareholders of the corporation may be called by
the Board of Directors pursuant to a resolution adopted by a majority of the
members of the Board, or by the Chairman of the Board of Directors, or pursuant
to one or more written demands signed by the holders of at least ten percent
(10%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting, which demand(s) must describe one
or more purposes for which the special meeting is to be held.
ARTICLE XI
INCORPORATOR
The name and address of the incorporator is R. Jeffrey Harris, 411 East
Wisconsin Avenue, 24th Floor, Milwaukee, Wisconsin 53202.
A-3
<PAGE> 1
Exhibit 5
(Form S-8)
SYBRON INTERNATIONAL CORPORATION
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
February 27, 1998
Sybron International Corporation
411 East Wisconsin Avenue, 24th Floor
Milwaukee, Wisconsin 53202
Gentlemen:
I am providing this opinion in connection with the Registration
Statement of Sybron International Corporation (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale by the Company of up to
4,800,000 additional shares (as adjusted to reflect the Company's 2-for-1 stock
split paid on February 20, 1998 to shareholders of record on February 12, 1998)
of Common Stock, par value $0.01 per share, of the Company (the "Shares") upon
the exercise of options granted under the Sybron International Corporation
Amended and Restated 1993 Long-Term Incentive Plan (the "Plan").
I am the Vice President--General Counsel and Secretary of the Company.
In connection with this opinion, I have examined: (i) the Registration
Statement; (ii) the Company's Amended and Restated Articles of Incorporation
and Bylaws; (iii) the Plan; (iv) the corporate proceedings relating to the
adoption of the Plan and all amendments thereto, the issuance of the Shares and
the organization of the Company; and (v) 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 to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for
as contemplated by the Registration Statement and the Plan,
will be 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
(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).
<PAGE> 2
Sybron International Corporation
February 27, 1998
Page 2
I consent to the filing of this opinion as an Exhibit to 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
(Form S-8)
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-8 of Sybron International Corporation of our reports dated November 7, 1997,
relating to the consolidated balance sheets of Sybron International Corporation
and subsidiaries as of September 30, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended September 30, 1997, and the
related schedule, which reports appear in the September 30, 1997 annual report
on Form 10-K of Sybron International Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
February 26, 1998
