As filed with the Securities and Exchange Commission on October 3,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1454160
(State of (I.R.S. Employer Identification
incorporation) No.)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address, including zip code, of principal executive offices)
MedChem Products, Inc. 1994 Stock Option Plan
MedChem Products, Inc. 1993 Stock Option Plan
MedChem Products, Inc. 1993 Spin-Off Stock Option Plan
MedChem Products, Inc. 1993 Director Stock Option Plan
MedChem Products, Inc. Amended and Restated Stock Option Plan
(Full title of the plans)
Richard A. Flink, Esq.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
(Name and address of agent for service)
(908) 277-8000
(Telephone Number, including area code, of agent for service)
Copies of all notices, orders and communication to:
Philip T. Ruegger III, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Amount maximum maximum of
to be offering aggregate registra
Title of securities to registere price offering tion
be registered d per unit price (1) fee (1)
(1)
Common Stock, par
value $.25 per $17,327,18
share . . . . . . . 584,884 $29.625 8.50 $5,975
Common Stock Purchase 584,884 (2) (2) (2)
Rights . . . . . . .
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(1) Calculated pursuant to Rule 457(c) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee on the basis of the average of the high and
low sales price of the Registrant's Common Stock on the New
York Stock Exchange - Composite Tape on September 27, 1995.
(2) Common Stock Purchase Rights currently are attached to and
trade with the Common Stock of the Registrant. Value
attributable to such Rights, if any, is reflected in the
market price of the Common Stock, and such Rights would be
issued for no additional consideration. Accordingly, there is
no offering price for the Rights and no registration fee is
required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference into this Registration
Statement and deemed to be a part hereof are the following
documents heretofore filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1994 (which incorporates by reference certain information
from C. R. Bard, Inc.'s Proxy Statement relating to the 1995
Annual Meeting of Shareholders), as amended by a Form 10-K/A,
filed on March 23, 1995, (b) Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, (c) Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, as amended by a Form
10-Q/A, filed on September 21, 1995, (d) Current Report on Form
8-K dated May 31, 1995 and (e) Current Report on Form 8-K dated
July 6, 1995.
All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act before 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 a part hereof from the date of 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 of this Registration
Statement 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 such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock to which
this Registration Statement relates will be passed upon for the
Registrant by Richard A. Flink, Vice President and General
Counsel of the Registrant. Mr. Flink is paid a salary by the
Registrant, is a participant in various employee benefit plans
offered to employees of the Registrant generally and owns and has
options to purchase shares of the Registrant's Common Stock.
The consolidated financial statements of C. R. Bard,
Inc. incorporated by reference in this Registration Statement
have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto,
and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA")
provides that a New Jersey corporation has the power to indemnify
a director or officer against his or her expenses and liabilities
in connection with any proceeding involving the director or
officer by reason of his or her being or having been such a
director or officer, other than a proceeding by or in the right
of the corporation, if such a director or officer acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and with
respect to any criminal proceeding, such director or officer had
no reasonable cause to believe his or her conduct was unlawful.
In addition, a New Jersey corporation has the power to
indemnify a director or officer against his or her expenses in
connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the
director or officer by reason of his or her being or having been
such a director or officer, if such director or officer acted in
good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; such
indemnification may be provided only if and to the extent that
the Superior Court of New Jersey (or other court in which such
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proceeding was brought) shall determine, in view of all
circumstances, that such director or officer is fairly and
reasonably entitled to indemnify for such expenses.
The NJBCA requires a New Jersey corporation to
indemnify directors and officers against all expense to the
extent that such directors or officers have been successful on
the merits or otherwise in any proceeding involving such director
or officer by reason of his or her having been a director or
officer or in defense of any claim, issue or matter therein.
The indemnification and advancement of expenses
permitted or required by the NJBCA shall not exclude any other
rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the
corporation. to which a director or officer may be entitled under
a certificate of incorporation, by-law, agreement, vote of
stockholders, or otherwise; provided, that no indemnification
shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or
officer establishes that his or her acts or omissions (a) were in
breach of his or her duty of loyalty to the corporation or its
stockholders, (b) were not in good faith or involved a knowing
violation of law or (c) resulted in receipt by the director or
officer of an improper personal benefit.
The Registrant's Restated Certificate of Incorporation
provides that the corporation shall indemnify in the manner and
to the extent permitted by the laws of the State of New Jersey,
and that directors and officers shall not be personally liable to
the corporation or its stockholders for breach of duty as a
director or officer, except to the extent and for the duration of
any period of time such personal liability may not be eliminated
or limited under the NJBCA. In addition, the Registrant's
Restated Certificate of Incorporation provides that, subject to
the provisions of the NJBCA, the directors, and committee members
appointed by the Board of Directors, shall not be liable in the
discharge of their duties when relying in good faith upon the
corporate records and/or competent advice of any type.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. List of Exhibits.
Exhibit No. Description
4.1 - Restated Certificate of Incorporation, as amended, as
of April 19, 1989 of C. R. Bard, Inc. (incorporated by
reference to Exhibit 3a to C. R. Bard, Inc.'s Annual
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Report on Form 10-K for the year ended December 31,
1993).
4.2 - By-laws of C. R. Bard, Inc. revised as of April 18,
1990 (incorporated by reference to Exhibit 3b to C. R.
Bard, Inc.'s Annual Report on form 10-K for the year
ended December 31, 1993).
4.3 - Rights Agreement, dated as of October 9, 1985, between
C. R. Bard, Inc. and Morgan Guaranty Trust Company of
New York as Rights Agent (incorporated by reference to
Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1993).
4.4 - MedChem Products, Inc. 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to MedChem
Products, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995).
4.5 - MedChem Products, Inc. 1993 Stock Option Plan
(incorporated by reference to Exhibit 10.24 to
MedChem Products, Inc's Annual Report on Form 10-K for
the year ended August 31, 1994).
*4.6 - MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.
4.7 - MedChem Products, Inc. 1993 Director Stock
Option Plan (incorporated by reference to Exhibit 10.25
to MedChem Products, Inc.'s Annual Report on Form 10-K
for the year ended August 31, 1994).
4.8 - MedChem Products, Inc. Amended and Restated Stock
Option Plan (incorporated by reference to Exhibit 4.5
to MedChem Products, Inc.'s Registration Statement on
Form S-8 (Registration No. 33-47978) filed with the
Securities and Exchange Commission on May 19, 1992).
*5 - Opinion of Richard A. Flink, Esq.
*23.1 - Consent of Arthur Andersen LLP
*23.2 - Consent of Richard A. Flink, Esq. (contained in
Exhibit 5).
*24 - Powers of Attorney.
* Filed herewith.
Item 9. Undertakings.
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(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 1933 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, represents a fundamental
change in the information set forth in the
Registration Statement;
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(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 Registration Statement
is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the 1933 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 undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
1933 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,
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<PAGE>
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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1993 Act, the
Registrant, C. R. Bard, Inc., 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 Borough of New Providence at
Murray Hill, State of New Jersey, as of the 2nd day of October,
1995.
C. R. BARD, INC.
By: /s/ William H. Longfield
Name: William H. Longfield
Title: Chairman of the Board,
President and Chief
Executive Officer
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Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed below by the following
persons in the capacities indicated as of October 2, 1995.
Signature Title
/s/ William H. Longfield Chairman of the Board,
(William H. Longfield) President, Chief
Executive Officer
(principal executive
officer) and Director
/s/ William C. Bopp Senior Vice President,
(William C. Bopp) Chief Financial
Officer (principal
financial officer) and
Director
/s/ Charles P. Grom Vice President and
(Charles P. Grom) Controller (chief
accounting officer)
*
(Joseph F. Abely, Jr.) Director
*
(William T. Butler, M.D.) Director
*
(Raymond B. Carey, Jr.) Director
*
(Daniel A. Cronin, Jr.) Director
*
(T. Kevin Dunnigan) Director
*
(Regina E. Herzlinger) Director
*
(Robert P. Luciano) Director
*
(Robert H. McCaffrey) Director
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/s/ Benson F. Smith Executive Vice
(Benson F. Smith) President, Chief
Operating Officer and
Director
*By:/s/ William H. Longfield
William H. Longfield
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
4.1 - Restated Certificate of Incorporation, as amended, as
of April 19, 1989 of C. R. Bard, Inc. (incorporated by
reference to Exhibit 3a to C. R. Bard, Inc.'s Annual
Report on Form 10-K for the year ended December 31,
1993).
4.2 - By-laws of C. R. Bard, Inc. revised as of April 18,
1990 (incorporated by reference to Exhibit 3b to C. R.
Bard, Inc.'s Annual Report on form 10-K for the year
ended December 31, 1993).
4.3 - Rights Agreement, dated as of October 9, 1985, between
C. R. Bard, Inc. and Morgan Guaranty Trust Company of
New York as Rights Agent (incorporated by reference to
Exhibit 4 to C. R. Bard, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1993).
4.4 - MedChem Products, Inc. 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to MedChem
Products, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995).
4.5 - MedChem Products, Inc. 1993 Stock Option Plan
(incorporated by reference to Exhibit 10.24 to
MedChem Products, Inc's Annual Report on Form 10-K for
the year ended August 31, 1994).
*4.6 - MedChem Products, Inc. 1993 Spin-Off Stock Option Plan.
4.7 - MedChem Products, Inc. 1993 Director Stock
Option Plan (incorporated by reference to Exhibit 10.25
to MedChem Products, Inc.'s Annual Report on Form 10-K
for the year ended August 31, 1994).
4.8 - MedChem Products, Inc. Amended and Restated Stock
Option Plan (incorporated by reference to Exhibit 4.5
to MedChem Products, Inc.'s Registration Statement on
Form S-8 (Registration No. 33-47978) filed with the
Securities and Exchange Commission on May 19, 1992).
*5 - Opinion of Richard A. Flink, Esq.
*23.1 - Consent of Arthur Andersen LLP
*23.2 - Consent of Richard A. Flink, Esq. (contained in
Exhibit 5).
*24 - Powers of Attorney.
* Filed herewith.
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EXHIBIT 4.6
MEDCHEM PRODUCTS, INC.
1993 SPIN-OFF STOCK OPTION PLAN
March 1, 1993
1. Purpose.
The purpose of this plan (the "Plan") is to reward
certain employees of MedChem Products, Inc. (the "Company") who
have contributed to the Company's past growth and success and who
are leaving the Company to work for Anika Research, Inc., a
subsidiary of the Company ("Anika"). Except where the context
otherwise requires, the term "Company" shall include the parent
and all present and future subsidiaries of the Company as defined
in Sections 424(e) and 424(f) of the Internal Revenue Code of
1986, as amended or replaced from time to time (the "Code").
2. Type of Options and Administration.
(a) Type of Options. Options granted pursuant to the
Plan shall be authorized by action of the Board of Directors of
the Company (or a Committee designated by the Board of Directors)
and shall be non-statutory options which are not intended to meet
the requirements of Section 422 of the Code.
(b) Administration. The Plan will be administered by
the Board of Directors of the Company, whose construction and
interpretation of the terms and provisions of the Plan shall be
final and conclusive. The Board of Directors may in its sole
discretion grant options to purchase shares of the Company's
Common Stock ("Common Stock") and issue shares upon exercise of
such options as provided in the Plan. The Board shall have
authority, subject to the express provisions of the Plan, to
construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and provisions of the respective
option agreements, which need not be identical, and to make all
other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The
Board of Directors may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any option
agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect and it shall be the sole and final
judge of such expediency. No director or person acting pursuant
to authority delegated by the Board of Directors shall be liable
for any action or determination under the Plan made in good
faith. The Board of Directors may, to the full extent permitted
by or consistent with applicable laws or regulations (including,
without limitation, applicable state law) delegate any or all of
its powers under the Plan to a committee (the "Committee")
appointed by the Board of Directors, and if the Committee is so
appointed all references to the Board of Directors in the Plan
shall mean and relate to such Committee.
3. Eligibility.
Options may be granted to persons who are, at the time
of grant, employees, officers or directors of, or consultants or
advisors to, the Company and who will be leaving the Company to
work for Anika as of the date on which the Company distributes
the shares of Common Stock of Anika it holds to its stockholders
pursuant to the terms of the Plan and Agreement of Distribution
to be entered into between the Company and Anika or shortly
thereafter. A person who has been granted an option may, if he
or she is otherwise eligible, be granted additional options if
the Board of Directors shall so determine.
4. Stock Subject to Plan.
Subject to adjustment as provided in Section 14 below,
the maximum number of shares of Common Stock of the Company which
may be issued and sold under the Plan is 460,000 shares. If an
option granted under the Plan shall expire or terminate for any
reason without having been exercised in full, the unpurchased
shares subject to such option shall not be available for
subsequent option grants under the Plan. If shares issued upon
exercise of an option under the Plan are tendered to the Company
in payment of the exercise price of an option granted under the
Plan, such tendered shares shall also not be available for
subsequent option grants under the Plan.
5. Forms of Option Agreements.
As a condition to the grant of an option under the
Plan, each recipient of an option shall execute an option
agreement in such form not inconsistent with the Plan as may be
approved by the Board of Directors. Such option agreements may
differ among recipients.
6. Purchase Price.
(a) General. The purchase price per share of stock
deliverable upon the exercise of an option shall be determined by
the Board of Directors.
(b) Payment of Purchase Price. Options granted under
the Plan may provide for the payment of the exercise price by
delivery of cash or a check to the order of the Company in an
amount equal to the exercise price of such options, or, to the
extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company
already owned by the optionee having a fair market value equal in
amount to the exercise price of the options being exercised, (ii)
by any other means (including, without limitation, by delivery of
a promissory note of the optionee payable on such terms as are
specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with
applicable laws and regulations (including, without limitation,
the provisions of Regulation T promulgated by the Federal Reserve
Board, or (iii) by any combination of such methods of payment.
The fair market value of any shares of the Company's Common Stock
or other non-cash consideration which may be delivered upon
exercise of an option shall be determined by the Board of
Directors.
7. Option Period.
Each option and all rights thereunder shall expire on
such date as shall be set forth in the applicable option
agreement, except that options shall be subject to earlier
termination as provided in the Plan.
8. Exercise of Options.
Each option granted under the Plan shall he exercisable
either in full or in installments at such time or times and
during such period as shall be set forth in the agreement
evidencing such option, subject to the provisions of the Plan.
9. Nontransferability of Options.
No option granted under the Plan by its terms may be
transferred, assigned, pledged or hypothecated by the optionee
except (i) by will or the laws of descent and distribution or
(ii) pursuant to a qualified domestic relations order (as defined
in Section 414(p) of the Code). Each option shall be exercised
during the lifetime of the optionee only by the optionee or his
or her legal representative.
10. Effect of Termination of Employment or Other Relationship.
Subject to the provisions of the Plan, the Board of
Directors shall determine the period of time during which an
optionee may exercise an option allowing (i) the termination of
the optionee's employment or other relationship with the Company
or Anika or (ii) the death or disability or the optionee. Such
periods shall be set forth in the agreement evidencing such
option.
11. Additional Provisions.
(a) Additional Option Provisions. The Board of
Directors may, in its sole discretion, include additional
provisions in option agreements covering options granted under
the Plan, including without limitation restrictions on transfer,
repurchase rights, commitments to pay cash bonuses, to make,
arrange for or guaranty loans or to transfer other property to
optionees upon exercise of options, or such other provisions as
shall be determined by the Board of Directors; provided that such
additional provisions shall not be inconsistent with any other
term or condition of the Plan.
(b) Acceleration, Extension, Etc. The Board of
Directors may, in its sole discretion, (i) accelerate the date or
dates on which all or any particular option or options granted
under the Plan may be exercised or (ii) extend the dates during
which all, or any particular, option or options granted under the
Plan may be exercised.
12. General Restrictions.
(a) Investment Representations. The Company may
require any person to whom an option is granted, as a condition
of exercising such option, to give written assurances in
substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option
for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or
appropriate in order to apply with federal and applicable state
securities laws, or with covenants or representations made by the
Company in connection with any public offering of its Common
Stock.
(b) Compliance With Securities Laws. Each option
shall be subject to the requirement that if, at any time, counsel
to the Company shall determine that the listing, registration or
qualification of the shares subject to such option upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or
that the disclosure of non-public information or the satisfaction
of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder,
such option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval,
or satisfaction of such condition shall have been effected or
obtained on conditions acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply
for or to obtain such listing, registration or qualification, or
to satisfy such condition.
13. Rights as a Shareholder.
The holder of an option shall have no rights as a
shareholder with respect to any shares covered by the option
(including, without limitation, any rights to receive dividends
or non-cash distributions with respect to such shares) until the
date of issue of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock
certificate is issued.
14. Adjustment Provisions for Recapitalizations and Related
Transactions.
(a) General. If, through or as a result of any
merger, consolidation, sale of all or substantially all of the
assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities of the
Company, or (ii) additional shares or new or different shares or
other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be
made in (x) the maximum number and kind of shares reserved for
issuance under the Plan, (y) the number and kind of shares or
other securities subject to any then outstanding options under
the Plan, and (z) the price for each share subject to any then
outstanding options under the Plan, without changing the
aggregate purchase price as to which such options remain
exercisable.
(b) Board Authority to Make Adjustments. Any
adjustments under this Section 14 will be made by the Board of
Directors, whose determination as to what adjustments, if any,
will be made and the extent thereof will be final, binding and
conclusive. No fractional shares will be issued under the Plan
on account of any such adjustments.
15. Merger, Consolidation, Asset Sale, Liquidation, etc.
(a) General. In the event of a consolidation or
merger or sale of all or substantially all of the assets of the
Company in which outstanding shares of Common Stock are exchanged
for securities, cash or other property of any other corporation
or business entity or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of
directors of any corporation assuming the obligations of the
Company, may, in its discretion, take any one or more of the
following actions, as to outstanding options; (i) provide that
such options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), (ii) upon written notice to the optionees,
provide that all unexercised options will terminate immediately
prior to the consummation of such transaction unless exercised by
the optionee within a specified period following the date of such
notice, (iii) in the event of a merger under the terms of which
holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in
the merger (the "Merger Price"), make or provide for a cash
payment to the optionees equal to the difference between (A) the
Merger Price times the number of shares of Common Stock subject
to such outstanding options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding options in exchange for
the termination of such options, and (iv) provide that all or any
outstanding options shall become exercisable in full immediately
prior to such event.
(b) Substitute Options. The Company may grant options
under the Plan in substitution for options held by employees of
another corporation who become employees of the Company, or a
subsidiary of the Company, as the result of a merger or
consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by
the Company, or one of its subsidiaries, of property or stock of
the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the
Board of Directors considers appropriate in the circumstances.
16. No Special Employment Rights.
Nothing contained in the Plan or in any option shall
confer upon any optionee any right with respect to the
continuation of his or her employment by the Company or Anika or
interfere in any way with the right of the Company or Anika at
any time to terminate such employment or to increase or decrease
the compensation of the optionee.
17. Other Employee Benefits.
Except as to plans which by their terms include such
amounts as compensation, the amount of any compensation deemed to
be received by an employee as a result of the exercise of an
option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee
benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing,
life insurance or salary continuation plan, except as otherwise
specifically determined by the Board of Directors.
18. Amendment of the Plan.
The Board of Directors may at any time, and from time
to time, modify or amend the Plan in any respect; provided that
the termination or any notification or amendment of the Plan
shall not, without the consent of an optionee, affect such
optionee's rights under an option previously granted to him or
her. With the consent of the optionee affected, the Board of
Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan.
19. Withholding.
The Company shall have the right to deduct from
payments of any kind otherwise due to the optionee any federal,
state or local taxes of any kind required by law to be withheld
with respect to any shares issued upon exercise of options under
the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company to withhold shares of Common
Stock otherwise issuable pursuant to the exercise of an option or
(ii) by delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall
have a fair market value equal to such withholding obligation.
The fair market value of the shares used to satisfy such
withholding obligation shall be determined by the Company as of
the date that the amount of tax to be withheld is to be
determined. An optionee who has made an election pursuant to
this Section 19 may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to
any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.
20. Cancellation and New Grant of Options, Etc.
The Board of Directors shall have the authority to
effect or at any time and from time to time, with the consent of
the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution
therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option
exercise price per share which may be lower or higher than the
exercise price per share of the cancelled options or (ii) the
amendment of the terms of any and all outstanding options under
the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of
such outstanding options.
21. Effective Date and Duration of the Plan.
(a) Effective Date. The Plan shall become effective
when adopted by the Board of Directors. Amendments to the Plan
shall become effective when adopted by the Board of Directors.
Options may be granted under the plan at any time after the
effective date and before the date fixed for termination of the
Plan.
(b) Termination. Unless sooner terminated in
accordance with Section 15, the Plan shall terminate upon the
date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise or cancellation
of options granted under the Plan.
22. Provision for Foreign Participants.
The Board of Directors may, without amending the Plan,
modify awards or options granted to participants who are foreign
nationals or employed outside the United States to recognize
differences in laws, rules, regulations or customs of suchforeign
jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.
Adopted by the Board of Directors
on March 1, 1993.
Exhibit 5
[Letterhead of C. R. Bard, Inc.]
September 29, 1995
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Dear Sirs:
In connection with the Registration Statement on Form
S-8 (the "Registration Statement") and the related Prospectus
(the "Prospectus") of C. R. Bard, Inc. (the "Company") relating
to the proposed issuance of 584,884 shares of Common Stock of the
Company pursuant to the MedChem Products, Inc. 1994 Stock Option
Plan, the MedChem Products, Inc. 1993 Stock Option Plan, the
MedChem Products, Inc. 1993 Spin-Off Stock Option Plan, the
MedChem Products, Inc. 1993 Director Stock Option Plan and the
MedChem Products, Inc. Amended and Restated Stock Option Plan, I
am of the opinion that such shares upon due issuance and payment
therefor as contemplated in the Registration Statement and the
Prospectus will be legally issued, fully paid and non-assessable
under the provisions of New Jersey Business Corporation Act.
I hereby consent to the reference to me under the
caption "Interests of Named Experts and Counsel" in the
Registration Statement and to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Richard A. Flink
Richard A. Flink
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of
our report dated February 8, 1995 included in C. R. Bard, Inc.'s
Form 10-K for the year ended December 31, 1994, and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
September 29, 1995
EXHIBIT 24
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ Joseph F. Abely, Jr. , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ William T. Butler , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ Raymond B. Carey, Jr. , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ Daniel A. Cronin, Jr. , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ T. Kevin Dunnigan , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 11th day of June, 1995.
/s/ Regina E. Herzlinger , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 14th day of June, 1995.
/s/ Robert P. Luciano , Director
<PAGE>
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of C. R. BARD, INC. (the "Company"), in his or her
capacity as set forth below, hereby constitutes and appoints
WILLIAM H. LONGFIELD his or her true and lawful attorney and
agent, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company
in connection with the acquisition of MedChem Products, Inc.
under the Agreement and Plan of Merger, dated as of May 24, 1995,
among the Company, CRB Acquisition Corp. and MedChem Products,
Inc. and the transactions contemplated thereby, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the
name of the undersigned director in the capacity indicated below
opposite the name of such director to the Registration Statement
on Form S-4 or any Form relating to the registration of such
Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to any and all
amendments to said Registration Statement, whether such
amendments are filed before or after the effective date of such
Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether
such amendments are filed before or after the effective date of
such Registration Statement; and the undersigned hereby ratifies
and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed
these presents this 8th day of June, 1995.
/s/ Robert H. McCaffrey , Director
