As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-
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 or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address, including zip code,
of registrant's principal executive offices)
1993 Long Term Incentive Plan of
C. R. Bard, Inc. (as Amended and Restated)
(Full title of the plan)
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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed Amount
Amount maximum maximum of
to be offering price aggregate registration
registered per unit<F1> offering price<F1> fee<F1>
Title of securites
to be registered
<S> <C> <C> <C> <C>
Common Stock, par value $.25 per
share . . . . . . . . . . . 1,550,000 $33.00 $51,150,000 $17,638
Common Stock Purchase Rights . 1,550,000 <F2> <F2> <F2>
</TABLE>
[FN]
<F1> 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 June 26, 1996.
<F2> 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.
Pursuant to General Instruction E for registration statements
on Form S-8, the contents of the Registration Statement on Form S-8 of C. R.
Bard, Inc., a New Jersey corporation, relating to the 1993 Long Term Incentive
Plan of C. R. Bard, Inc. (the "Plan"), file number 33-64874, filed with the
Securities and Exchange Commission on June 23, 1993, are incorporated herein by
reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form
S-8.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form
S-8.
Item 5. Interests of Named Experts and Counsel.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form
S-8.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form
S-8.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. List of Exhibits.
3.1 Restated Certificate of Incorporation of C. R.
Bard, Inc. (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form
S-3 dated June 14, 1996, file number 333-05997)
4.1 1993 Long Term Incentive Plan of C. R. Bard,
Inc. (as Amended and Restated) (incorporated
by reference to Appendix B to the Company's
Proxy Statement dated March 8, 1996)
5.1 Opinion of Richard A. Flink, Esq., regarding
legality of securities being registered*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Richard A. Flink, Esq. (included in
Exhibit 5.1)
24.1 Powers of Attorney*
________________________
* Filed herewith
Item 9. Undertakings.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form
S-8.
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 Borough of New Providence at Murray Hill, State of New
Jersey, on June 28, 1996.
C. R. BARD, INC.
By: /s/ William H. Longfield
_________________________________________
Name: William H. Longfield
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on June 28, 1996 by or on behalf of the
following persons in the capacities indicated.
Signature Title
/s/ William H. Longfield Chairman and Chief Executive
_____________________________________ Officer and Director (Principal
William H. Longfield Executive Officer)
* Executive Vice President and Chief
_____________________________________ Financial Officer and Director
William C. Bopp (Principal Financial Officer)
* Vice President and Controller
_____________________________________ (Principal Accounting Officer)
Charles P. Grom
* President and Chief Operating
_____________________________________ Officer and Director
Benson F. Smith
* Director
_____________________________________
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
*By: /s/ William H. Longfield
_____________________________
William H. Longfield
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3.1 Restated Certificate of Incorporation of
C. R. Bard, Inc. (incorporated by reference
to Exhibit 3.1 to the Company's Registration
Statement on Form S-3 dated June 14, 1996,
file number 333-05997)
4.1 1993 Long Term Incentive Plan of C. R. Bard,
Inc. (as Amended and Restated) (incorporated
by reference to Appendix B to the Company's
Proxy Statement dated March 8, 1996)
5.1 Opinion of Richard A. Flink, Esq., regarding
legality of securities being registered*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Richard A. Flink, Esq. (included in
Exhibit 5.1)
24.1 Powers of Attorney*
________________________
* Filed herewith
EXHIBIT 5.1
[Letterhead of C. R. Bard, Inc.]
June 28, 1996
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Dear Sirs:
I am Vice President and General Counsel of C. R. Bard, Inc., a New
Jersey corporation (the "Company"). This opinion is being delivered in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company under the Securities Act of 1933, as
amended (the "Act"), relating to the proposed issuance of up to 1,550,000
additional shares of its Common Stock, par value $.25 per share (the "Additional
Common Stock"), which may be granted pursuant to the Company's 1993 Long Term
Incentive Plan (as Amended and Restated) (the "1993 Plan").
In addition, I have examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations, as I have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted as originals, the conformity to original documents of all
documents submitted as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Additional Common Stock, upon due issuance and payment therefor as contemplated
in the Registration Statement and the Prospectus forming a part of the
Registration Statement, will be legally issued, fully paid and non-assessable
under the provisions of the New Jersey Business Corporation Act.
I am a member of the Bar of the State of New Jersey, and I do not
express any opinion herein concerning any law other than the law of the State
of New Jersey.
This opinion letter is rendered to you in connection with the above-
described transactions. This opinion letter may not be relied upon by you for
any other purpose, or relied upon, or furnished to, any other person, firm or
corporation without my prior written consent; provided, however, that I hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the use of my name in the Registration Statement and in the
Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Richard A. Flink
Richard A. Flink,
Vice President and
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To C. R. Bard, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated January
24, 1996 included in C. R. Bard, Inc.'s Form 10-K for the year ended December
31, 1995, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 28, 1996
EXHIBIT 24.1
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
an officer or director, or both, 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 such attorney and
agent may deem necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in connection
with the registration under the Act of shares of common stock of the Company
("Common Stock") to be issued by the Company pursuant to grants under, or upon
exercise of stock options or stock appreciation rights granted under, the
Company's 1993 Long Term Incentive Plan (as Amended and Restated), including,
without limitation, the power and authority to sign the name of each of the
undersigned in the capacities indicated below to the Registration Statement on
Form S-8 or any Form relating to the sale of such Common Stock, to be filed
with the Securities and Exchange Commission with respect to such Common Stock,
to any and all amendments or supplements to such Registration Statement,
whether such amendments or supplements 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 or supplements thereto, whether such amendments or
supplements are filed before or after the effective date of such Registration
Statement; and each of the undersigned hereby ratifies and confirms all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS HEREOF, each of the undersigned has subscribed his or her
name as of the 12th day of June, 1996.
/s/ William C. Bopp
______________________________________________
Name: William C. Bopp
Title: Executive Vice President and
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Charles P. Grom
______________________________________________
Name: Charles P. Grom
Title: Vice President and Controller
(Principal Accounting Officer)
/s/ Benson F. Smith
______________________________________________
Name: Benson F. Smith
Title: President and Chief Operating Officer
and Director
/s/ Joseph F. Abely, Jr.
______________________________________________
Name: Joseph F. Abely, Jr.
Title: Director
/s/ William T. Butler, M.D.
______________________________________________
Name: William T. Butler, M.D.
Title: Director
/s/ Raymond B. Carey, Jr.
______________________________________________
Name: Raymond B. Carey, Jr.
Title: Director
/s/ Daniel A. Cronin, Jr.
______________________________________________
Name: Daniel A. Cronin, Jr.
Title: Director
/s/ T. Kevin Dunnigan
______________________________________________
Name: T. Kevin Dunnigan
Title: Director
/s/ Regina E. Herzlinger
______________________________________________
Name: Regina E. Herzlinger
Title: Director
/s/ Robert P. Luciano
______________________________________________
Name: Robert P. Luciano
Title: Director
/s/ Robert H. McCaffrey
______________________________________________
Name: Robert H. McCaffrey
Title: Director
