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Registration No. 333-_________
As filed with the Securities and Exchange Commission on January 21, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
---------------
SYBRON INTERNATIONAL CORPORATION
1999 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
---------------
R. JEFFREY HARRIS
Vice President - General Copy to:
Counsel and Secretary BRUCE C. DAVIDSON
Sybron International Corporation Quarles & Brady LLP
411 East Wisconsin Avenue 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 274-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------ ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 480,000 (1) (2)(3) $11,317,875 (2) $2,987.92
</TABLE>
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(1) The Plan provides for the 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 480,000 shares, an indeterminate number of shares that may
become subject to the Plan by reason of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (a) the aggregate exercise price for the
84,000 shares underlying options granted on January 27, 1999 at $26.75 per
share, and (b) $22.90625 per share for the remaining 396,000 shares, which
is the average of the high and low sales prices of the Registrant's Common
Stock on the New York Stock Exchange Composite Tape on January 18, 2000, as
reported in the Wall Street Journal.
(3) In accordance with the terms of the 1999 Outside Directors' Stock Option
Plan, the actual offering price of each share of Registrant's Common Stock
covered by an option shall be 100% of the Fair Market Value of such stock
on the date 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.
The following documents have been previously filed by Sybron International
Corporation (the "Registrant") (Commission File No. 1-11091) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "1934 Act") and are incorporated by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999; and
(b) the Registrant's Current Report on Form 8-K dated July 13, 1998 and
the description of the Common Stock contained therein, which updates
and supersedes the description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B dated January 13,
1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein 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 herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(b) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer 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 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
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Registrant's Articles of Incorporation, Bylaws, any written agreement between
the director or officer and the Registrant 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 improper dividends
or distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
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 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 7. EXEMPTION FROM THE REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration Statement,
which Exhibit Index is incorporated herein by reference.
ITEM 9. 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
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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;
(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) of this
section 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 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.
(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 described in Item 6
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 January 21, 2000.
SYBRON INTERNATIONAL CORPORATION
By: /s/ R. JEFFREY HARRIS
----------------------------
R. Jeffrey Harris
Vice President - General Counsel
and Secretary
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, 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 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 may lawfully do or cause to be done by
virtue thereof.
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.*
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ KENNETH F. YONTZ Chairman of the Board, President, Chief
- -------------------------------- Executive Officer and Director (Principal
Kenneth F. Yontz 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/ CHRISTOPHER L. DOERR Director
- --------------------------------
Christopher L. Doerr
/s/ ROBERT B. HAAS Director
- --------------------------------
Robert B. Haas
Director
- --------------------------------
Thomas O. Hicks
</TABLE>
S-1
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<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ WILLIAM U. PARFET Director
- --------------------------------
William U. Parfet
/s/ JOE L. ROBY Director
- --------------------------------
Joe L. Roby
/s/ RICHARD W. VIESER Director
- --------------------------------
Richard W. Vieser
</TABLE>
[FN]
_____________
* Each of these signatures is affixed as of January 21, 2000.
</FN>
S-2
<PAGE> 8
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
- ------ ----------- --------------- --------
<C> <C> <C> <C>
4.1 Restated Articles of Exhibits 4.1 to Registrant's Registration
Incorporation of the Registrant Statement on Form S-8 (File No. 333-
47015)
4.2 Bylaws of the Registrant Exhibit C to the 1994 Annual Meeting
Proxy Statement of Sybron Corporation
(the Registrant's predecessor) dated
December 17, 1993
5.1 Opinion of Counsel X
23.1 Consent of KPMG LLP X
23.2 Consent of Counsel Contained
in opinion
filed as
Exhibit 5.1
24.1 Powers of Attorney Signatures
page to this
Registration
Statement
99.1 1999 Outside Directors' Stock Exhibit A to the Registrant's Proxy
Option Plan Statement dated December 22, 1998 for
its Annual Meeting of Shareholders on
January 27, 1999
</TABLE>
E-1
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[Sybron International Corporation Letterhead]
EXHIBIT 5.1
(Form S-8)
January 21, 2000
Sybron International Corporation
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Ladies and 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 of up to 480,000 shares of Common
Stock, par value $0.01 per share, of the Company (the "Shares") pursuant to the
Company's 1999 Outside Directors' Stock Option 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 Restated Articles of Incorporation and Bylaws; (iii) the
Plan; (iv) the corporate proceedings relating to the adoption of the Plan; 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 nonassessable 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.
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
CONSENT OF KPMG LLP
The Board of Directors
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 12,
1999, relating to the consolidated balance sheets of Sybron International
Corporation and subsidiaries as of September 30, 1998 and 1999, 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, 1999, and the related
financial statement schedule, which reports appear in the September 30, 1999
Annual Report on Form 10-K of Sybron International Corporation.
KPMG LLP
Milwaukee, Wisconsin
January 20, 2000
