As filed with the Securities and Exchange Commission on June 27, 1997
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)
_________________________
Employees' Retirement Savings Plan
of C. R. Bard, Inc.
(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
_________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Titles of Amount offering aggregate of
securities to be to be price offering price registration
registered registered per share (1) (1) fee (1)
Common Stock, par
value $.25 per
share (2) . . 1,000,000 $35.63 $35,630,000 $10,800
(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 June 23, 1997.
(2) Includes Common Stock Purchase Rights which 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.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
<PAGE>
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.
The following documents filed with the Securities and
Exchange Commission by C. R. Bard, Inc. (the "Company") are hereby
incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (which incorporates by
reference certain information from the Company's
Proxy Statement relating to the 1997 Annual Meeting
of Shareholders); and
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered 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 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.
Common Stock
The only class of stock of the Company outstanding is Common
Stock. The authorized Common Stock consists of 300,000,000 shares (par value
$.25 per share). The Company's Restated Certificate of Incorporation also
provides for 5,000,000 shares of Preferred Stock, par value $1 per share,
none of which has been issued. The following is a brief summary of the
provisions of the Common Stock, including certain information relating to the
rights of the holders of Preferred Stock.
<PAGE>
Dividend Rights
Dividends may be paid on the Common Stock at the discretion
of the Board of Directors out of any funds of the Company legally available
therefor after provision for such dividend rights as the Board of Directors
may fix for any class or series of Preferred Stock.
Voting Rights
Each holder of Common Stock is entitled to one vote for
every share of Common Stock outstanding in his or her name on the books of
the Company. Each holder of any future class or series of Preferred Stock
will be entitled to such voting rights, if any, as are fixed by the Board of
Directors or as are prescribed by law at the time of the issuance of such
Preferred Stock.
Liquidation Rights
Upon any distribution of the assets of the Company, the
holders of the Common Stock are entitled to distribution of all assets of the
Company remaining after the holders of each class or series of the Preferred
Stock have been paid the preference for their shares, if any, fixed by the
Board of Directors at the time of the issuance of such class or series of
Preferred Stock.
Common Stock Purchase Rights
On October 11, 1995 the Board of Directors of the Company
declared a dividend of one common share purchase right on each outstanding
share of Common Stock (the "Rights"), payable on October 23, 1995 to
shareholders of record on October 23, 1995. Each Right entitles the holder
thereof until October 23, 2005 (or, if earlier, the redemption of the Rights)
to buy one share of Common Stock at an exercise price of $120.00 subject to
certain antidilution adjustments. The Rights are represented by the Common
Stock certificates and are not exercisable, or transferable apart from the
Common Stock, until the earlier of (i) the tenth day after the public
announcement that a person or group has acquired beneficial ownership of 20%
or more of the Common Stock or (ii) the tenth day after a person commences,
or announces an intention to commence, a tender or exchange offer for 30% or
more of the Common Stock (the earlier of such dates being referred to herein
as the "Distribution Date"). Separate certificates representing the Rights
will be mailed to holders of the Common Stock as of the Distribution Date,
except that Rights associated with Common Stock beneficially owned by a 20
percent holder of such stock as of the Distribution Date will become null and
void on such date. The Rights will first become exercisable on the
Distribution Date, unless earlier redeemed, and could then begin trading
separately from the Common Stock. At no time will the Rights have any voting
rights.
In the event that the Company is a party to a merger or
other business combination transaction, each Right entitles its holder to
purchase, at the exercise price of the Right, that number of shares of the
Common Stock of the surviving company which at the time of such transaction
would have a market value of two times the exercise price of the Right.
Alternatively, if a 20 percent holder were to acquire the Company by means of
a reverse merger in which the Company and its stock survive or were to engage
in certain "self-dealing" transactions, each Right not owned by the 20
percent holder would become exercisable for the number of shares of Common
Stock which, at that time, would have a market value of two times the
exercise price of the Right.
The Rights are redeemable at $.05 per Right prior to the
public announcement that a person or group has acquired beneficial ownership
of 20% or more of the Common Stock. The Rights will expire on October 23,
2005 (unless earlier redeemed). First Chicago Trust Company of New York is
the Rights Agent.
As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of the Common Stock that
shall become outstanding, including those shares issued pursuant to the Plan,
so that all such shares will have attached Rights.
Other Provisions
Shares of the Common Stock are not liable to any further
calls or for assessment and have no sinking fund provisions, preemptive
rights, conversion rights or redemption provisions.
<PAGE>
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is
First Chicago Trust Company of New York.
Preferred Stock
The Board of Directors is authorized, without further action
by the shareholders, to issue Preferred Stock in different classes or series
and to determine the number of shares included in any class or series and the
designations, relative rights, preferences and limitations of each class or
series, including: (a) the dividend rate and whether or not dividends would
be cumulative; (b) the extent and amount of any preference in the event of
liquidation; (c) any rights to convert shares of the class or series into
other classes or series of stock of the Company; (d) the nature and extent of
any voting rights, either generally or upon default in the payment of
dividends; and (e) any rights of the Company to redeem the shares of a
particular class or series.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 proceeding was brought) shall
determine, in view of all circumstances, that such director or
officer is fairly and reasonably entitled to indemnification for such
expenses.
The NJBCA requires a New Jersey corporation to indemnify
directors and officers against all expenses 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.
<PAGE>
The Company's Restated Certificate of Incorporation provides
that the corporation shall indemnify its directors, officers and
employees 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 Company'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 of the Company and/or competent advice of any type.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
23 Consent of Arthur Andersen LLP
24 Powers of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(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 (1) (i) and (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
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
<PAGE>
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of the
Employees' Retirement Savings Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) To submit the Employees' Retirement Savings Plan and
any amendment to such plan to the Internal Revenue Service (the
"IRS") in a timely manner and to make all changes required by the IRS
in order to qualify) such plan under Section 401 of the Internal
Revenue Code of 1986.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<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 Borough of New Providence at Murray Hill,
State of New Jersey, on the 26th day of June, 1997.
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 below by or on behalf of the
following persons in the capacities indicated on the 26th day of June, 1997.
Signature Title
/s/ William H. Longfield Chairman and Chief Executive Officer and
- -------------------------------- Director (Principal Executive Officer)
William H. Longfield
* 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
- --------------------------------
Marc C. Breslawsky
* Director
- --------------------------------
William T. Butler, M.D.
* Director
- --------------------------------
Daniel A. Cronin, Jr.
<PAGE>
* Director
- --------------------------------
T. Kevin Dunnigan
* Director
- --------------------------------
Regina E. Herzlinger
* Director
- --------------------------------
Robert P. Luciano
* Director
- --------------------------------
Tony L. White
*By: /s/ William H. Longfield
- --------------------------------
William H. Longfield
Attorney-In-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 the 26th day of June, 1997.
EMPLOYEES' RETIREMENT SAVINGS PLAN OF
C. R. BARD, INC.
By: /s/ Earle L. Parker
--------------------------------------
Name: Earle L. Parker
Title: Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Arthur Andersen LLP
24 Powers of Attorney
EXHIBIT 23
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, 1997 included in C. R. Bard, Inc.'s Form 10-K for the year ended December
31, 1996.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 27, 1997
EXHIBIT 24
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") and interests, in each
case to be offered and sold pursuant to the Company's Employees' Retirement
Savings Plan, including, without limitation, the power and authority to sign
the name of each of the undersigned in the capacities indicated below to a
Registration Statement on Form S-8 (or any other 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; 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 26th day of June, 1997.
/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
<PAGE>
/s/ Marc C. Breslawsky
---------------------------------------
Name: Marc C. Breslawsky
Title: Director
/s/ William T. Butler, M.D.
---------------------------------------
Name: William T. Butler, M.D.
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/ Tony L. White
---------------------------------------
Name: Tony L. White
Title: Director
