As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 33-_______
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
ARROW INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA 23-1969991
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. BOX 12888
3000 BERNVILLE ROAD
READING, PENNSYLVANIA 19612
(Address of Principal Executive Offices)
1992 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MARLIN MILLER, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARROW INTERNATIONAL, INC.
P.O. BOX 12888
3000 BERNVILLE ROAD
READING, PENNSYLVANIA 19612
(Name and Address of Agent for Service)
(610) 378-0131
(Telephone Number, Including Area Code, of Agent for Service)
_______________
Copy to:
Richard F. Langan, Jr., Esq.
Nixon, Hargrave, Devans & Doyle llp
437 Madison Avenue
New York, New York 10022
______________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share* Price* Fee
__________________________________________________________________________
Common Stock, 400,000 $28.50 $11,400,000 $3,454.55
No Par Value Shares
____________________________________________________________________________
* This calculation is made solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) and is based upon the
average of the high and low reported sale prices of the Registrant's
Common Stock on the Nasdaq National Market reported on October 28, 1996.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
will be given or sent to all persons who receive awards under the Arrow
International, Inc. 1992 Stock Incentive Plan.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Arrow International,
Inc. (the "Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended November 30, 1995, February 29, 1996 and May 31, 1996;
(c) The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A dated May 12, 1992
registering such Common Stock under Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 in this registration
statement and to be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 1741 of the Pennsylvania Business Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities that they may incur in such capacities. Articles Twelfth and
Thirteenth of the Registrant's Restated Articles of Incorporation provide as
follows:
TWELFTH: (a) A director or officer of the corporation shall stand
in a fiduciary relation to the corporation and shall perform his or her duties
as a director or officer, including his or her duties as a member of any
committee of the Board of Directors upon which he or she may serve, in good
faith, in a manner he or she reasonably believes to be in the best interests
of the corporation, and with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his or her duties, a director or officer shall
be entitled to rely in good faith on information, opinions, reports or
statements, including, financial statements and other financial data, in each
case prepared or presented by any of the following: (1) one or more officers
or employees of the corporation whom the director or officer reasonably
believes to be reliable and competent with respect to the matters presented;
(2) counsel, public accountants or other persons as to matters that the
director or officer reasonably believes to be within the professional or
expert competence of such persons; or (3) committee of the Board Directors
upon which the director or officer does not serve, duly designated in
accordance with law, as to matters within its designated authority, which
committee the director or officer reasonably believes to merit confidence.
A director or officer shall not be considered to be acting in good faith if
he or she has knowledge concerning the matter in question that would cause
his or her reliance to be unwarranted. Absent breach of fiduciary duty, lack
of good faith or self-dealing, actions taken as a director or officer of the
corporation or any failure to take any action shall be presumed to be in the
best interests of the corporation.
(b) Except as provided in Section 1713(b) of the Business
Corporation Law of the Commonwealth of Pennsylvania, a director of the
corporation shall not be personally liable as such, for monetary damages
(including, without limitation, any judgment, amount paid in settlement,
penalty, punitive damages or expense of any nature, including without
limitation attorneys' fees and disbursements) for any action taken, or any
failure to take action unless (1) the director has breached or failed to
perform the duties of his or her office under paragraph (a) of this Article
Twelfth; and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
(c) To the extent permitted by applicable law, an officer of the
corporation shall not be personally liable, as such, to the corporation or
its shareholders for monetary damages (including without limitation, any
judgment, amount paid in settlement, penalty, punitive damages or expense of
any nature, including without limitation attorneys' fees and disbursements)
for any action taken, or any failure to take any action, unless (1) the
officer has breached or failed to perform the duties of his or her office
under paragraph (a) of this Article Twelfth; and (2) the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.
Notwithstanding the foregoing, this paragraph (c) shall in no event govern
or otherwise affect any liability of an officer pursuant to any criminal
statute or the liability of an officer for the payment of taxes pursuant to
local, state or Federal law.
(d) Any repeal or modification of this Article Twelfth or adoption
of any provision inconsistent with this Article Twelfth shall not adversely
affect any limitation on the personal liability of a director or officer of
the corporation existing at the time of such repeal or modification or the
adoption of such inconsistent provision, as the case may be.
THIRTEENTH: (a) The corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director,officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement (with or without court approval) actually and
reasonably incurred by him in connection with such action or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact he is or was a director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
provided that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court of common pleas or such other court shall deem proper.
(c) To the extent that a director, officer or employee of the
corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to in paragraphs (a) and (b) of this Article
Thirteenth, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this
Article Thirteenth (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth
in such paragraphs (a) and (b). Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders.
(e) Expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to in this Article Thirteenth may be paid by
the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer or employee to repay such amount if it shall be ultimately determined
that he is not entitled to be indemnified by the corporation as authorized in
this Article Thirteenth.
(f) (i) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article Thirteenth
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expense may be entitled under any law,
provision of the corporation's Articles of Incorporation, by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. The corporation may create a fund of any nature, which
may, but need not be under the control of a trustee, or otherwise secure or
insure in any manner its indemnification obligations, whether arising under
or pursuant to this paragraph (f) or otherwise.
(ii) Indemnification pursuant to subparagraph (i) of this paragraph
(f) shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
(iii) Indemnification pursuant to subparagraph (i) of this
paragraph (f) may be granted for any action taken or any failure to take any
action and may be made whether or not the corporation would have the power to
indemnify the person under any provision of law other than Section 1746 of
the Pennsylvania Business Corporation Law except as provided in this
paragraph (f) and in Section 1746 of the Pennsylvania Business Corporation
Law and whether or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the corporation.
(g) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
or other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liability under the provisions of this Article Thirteenth.
(h) For purposes of this Article Thirteenth, references to "the
corporation" include all constituent corporations absorbed in a consolidation,
merger or division, as well as the surviving or new corporations surviving or
resulting therefrom, so that any person who is or was a director, officer or
employee of such constituent, surviving or new corporation, or is or was
serving at the request of such constituent, surviving or new corporation as a
director, officer or employee of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article Thirteenth with respect to the surviving or new corporation as he
would if he had served the surviving or new corporation in the same
capacity; references to "other enterprises" shall include employee benefit
plans; references to "serving at the request of the corporation" shall
include any service as a director, officer or employee of the corporation
which imposes duties on, or involves services by, such director, officer or
employee with respect to any employee benefit plan, its participants or
beneficiaries; excise taxes assessed on a person with respect to any employee
benefit plan pursuant to applicable law shall be deemed "fines"; and action
with respect to an employee benefit plan taken or omitted in good faith by a
director, officer or employee of the corporation in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be action in a manner that is not opposed to the
best interests of the corporation.
(i) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Thirteenth shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs and personal representatives of that person. Any repeal
or modification of this Article Thirteenth or adoption of any provision
inconsistent with this Article Thirteenth shall not adversely affect any
indemnification right of a director, officer or employee of the corporation
existing at the time of such repeal or modification or the adoption of such
inconsistent provision, as the case may be.
In addition, the Registrant's By-laws contain substantially similar
provisions concerning the limitation of liability of directors and officers
and the indemnification thereof.
The Registrant has purchased directors' and officers' liability
insurance to protect its officers and directors against liabilities incurred
in connection with their service to the Registrant in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 Form of Common Stock certificate (incorporated by
reference from Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, File No. 33-47163)
4.2 Arrow International, Inc. 1992 Stock Incentive Plan
(incorporated by reference from Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1, File
No. 33-47163)
5 Opinion of Rhoda Stoudt & Bradley
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Rhoda Stoudt & Bradley (filed as part of
Exhibit 5)
24 Power of Attorney (included on the signature page of
this Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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;
(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 by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant, in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
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 Reading, Commonwealth of
Pennsylvania, on the 29th day of October, 1996.
ARROW INTERNATIONAL INC.
By: /s/John H. Broadbent, Jr.
--------------------------------------
John H. Broadbent, Jr.
Vice President-Finance and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Marlin Miller, Jr., Raymond Neag,
John H., Broadbent, Jr. and T. Jerome Holleran, and each of them, as 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 or 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
attorneys-in-fact and agents' full power and authority to do and 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 their or his substitute or 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 Date
- --------- ----- ----
/s/ Marlin Miller, Jr. Director, President and October 29, 1996
- ---------------------- Chief Executive Officer
Marlin Miller, Jr. (Principal Executive
Officer)
/s/ Raymond Neag Director and Executive October 29, 1996
- ---------------- Vice President
Raymond Neag
/s/John H. Broadbent, Jr. Director, Vice President - October 29, 1996
- ------------------------- Finance and Treasurer
John H. Broadbent, Jr. (Principal Accounting
Officer and Principal
Financial Officer)
<PAGE>
/s/ T. Jerome Holleran Director, Vice President October 29, 1996
- ---------------------- and Secretary
T. Jerome Holleran
/s/ Robert L. McNeil, Jr. Director October 29, 1996
- -------------------------
Robert L. McNeil, Jr.
/s/Richard T. Niner Director October 29, 1996
- -------------------
Richard T. Niner
/s/George W. Ebright Director October 29, 1996
- --------------------
George W. Ebright
EXHIBIT 5
RSB
RHODA, STOUDT & BRADLEY
LAW OFFICES
ROBERT H. KAUFFMAN SIXTH FLOOR JAMES W. STOUDT OF COUNSEL
D. FREDERICK MUTH THE BERKSHIRE DAWSON H. MUTH OF COUNSEL
NORMAN E. DETTRA, JR. 501 WASHINGTON STREET JOHN S, RHODA 1936-1968
GEOFFREY M. STOUDT BOX 877 JOHN C. BRADLEY 1948-1984
FRANCIS M. MULLIGAN READING, PENNSYLVANIA 19603-0877
JOHN C. BRADLEY, JR. (610)374-8293 FAX(610)374-6061
JERRY R. RICHWINE E-MAIL: [email protected] OUR FILE NO.
GEORGE J. SHOOP http: //www.rsblaw.com
TIMOTHY G. DIETRICH
JEFFREY L. SCHMEHL 100830-0001
JOHN J. SPEICHER
ROBERT R. KREITZ
TIMOTHY J. ROWLEY*
BARRIE B. GEHRLEIN
JOAN E. LONDON
DAVID K. TE SELLE
CHERYL A. ROWE
October 31, 1996
*ALSO MEMBER CALIFORNIA BAR
Arrow International, Inc.
P.O. Box 12888
3000 Bernville Road
Reading, PA 19612
Gentlemen:
We are general counsel to Arrow International, Inc. (the "Company"). This
opinion is being furnished to you in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company on October 31, 1996 with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act")
for the purpose of registering with the Commission the issuance and sale of
400,000 shares of the common stock of the Company, no par value (the "Common
Stock") in connection with the Company's 1992 Stock Incentive Plan (the
"Plan").
This opinion is being delivered to you in connection with the
Registration Statement.
We have examined the copies of the Registration Statement and
such other instruments and documents as we have deemed necessary in connection
with the opinion hereinafter expressed including, without limitation, (i) the
Restated Articles of Incorporation of the Company, (ii) the By-Laws of the
Company, and (iii) the Plan. We have also examined and relied upon such
records, documents, certificates and other instruments and have made such
other investigations as, in our judgment, are necessary or appropriate to
enable us to render the opinions expressed below. In addition, we have
assumed, without investigation, the authenticity of any document or other
instrument submitted to us as an original, the conformity to the original of
any document or other instrument submitted to us as a copy, the legal
capacity of natural persons, and the genuineness of any signatures on such
originals or
<PAGE>
Arrow International, Inc.
October 31, 1996
Page Two
copies. In this respect, as to questions of fact material to our opinions
expressed herein, we have, when relevant facts were not independently
established, relied upon certificates of, and information received from, the
Company and/or representatives of the Company. We have made no independent
investigation of the facts stated in such certificates, or the Registration
Statement, or as to any information received from the Company and/or
representatives of the Company and, accordingly, we do not opine as to the
accuracy of such factual matters. We have also assumed, but not independently
verified, that the documents and other instruments which were not executed in
our presence, were duly and validly executed.
We have also relied, without investigation, upon certificates, telecopier
facsimiles and other documents, from, and conversations with, public officials
and/or organizations which conduct public record searches.
Members of our firm involved in the preparation of this opinion are licensed
to practice law in the Commonwealth of Pennsylvania; and accordingly we
express no opinion as to any matters governed by any laws of any jurisdiction
other than the laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, and the other qualifications and
limitations stated herein, and after (a) the above-referenced Registration
Statement has become effective under the Act and assuming that such
effectiveness remains in effect throughout the period during which shares of
Common Stock are offered and sold pursuant to the Plan, (b) the shares of
Common Stock to be offered and sold pursuant to the Plan have, if required,
been duly qualified or registered, as the case may be, for sale under
applicable state securities laws and all applicable securities laws are
complied with, and (c) the shares of Common Stock to be offered and sold
pursuant to the Plan have been delivered pursuant to and in accordance
with the terms of the Plan and related agreements and instruments and the
Company has received the consideration to be received for said shares of
Common Stock in accordance with the provisions of the Plan; and further,
based upon the understanding that there has been no subsequent change in or
amendment to the Plan, we are of the opinion that the 400,000 shares of
Common Stock to be offered and sold pursuant to the Plan will have been duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under any
applicable securities laws or the rules and regulations of the Commission.
<PAGE>
Arrow International, Inc.
October 31, 1996
Page Three
We further consent to the filing of this opinion as an exhibit to the
applications to the securities commissioners of the various states of the
United States of America, to the extent so required, in connection with the
registration of the shares of Common Stock.
This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent. This opinion is limited to the
matters stated herein, and no opinion or belief is implied or may be inferred
beyond the matters expressly stated herein. The opinions expressed herein
are rendered as of the date hereof, and we disclaim any undertaking to advise
you of changes in law or fact which may affect the continued correctness of
any of our opinions as of a later date.
Very truly yours,
RHODA, STOUDT & BRADLEY
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Arrow International, Inc. on Form S-8 (File No. 33- ) of our
report dated October 6, 1995, on our audits of the consolidated financial
statements and financial statement schedule of Arrow International, Inc. as
of August 31, 1995 and 1994, and for the three years in the period ended
August 31, 1995, which report is included in the Annual Report on Form 10-K
of Arrow International, Inc. for the year ended August 31, 1995. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 31, 1996
