As filed with the Securities and Exchange Commission on
December 29, 1998
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
of incorporation or number)
organization)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address, including zip code,
of registrant's principal executive offices)
C. R. Bard, Inc. Management Stock Purchase Plan
(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
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee (1)
<S> <C> <C> <C> <C>
Common Stock, par
value $.25 per share 250,000 $47.00 $11,750,000 $3,267.00
Common Stock purchase
Rights 250,000 (2) (2) (2)
<FN>
</TABLE>
(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 December 21, 1998.
(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.
<PAGE>
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 1988
Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and
Restated), 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as
Amended and Restated) and 1998 Employee Stock Purchase Plan of C.
R. Bard, Inc., file number 333-51793, filed with the Securities and
Exchange Commission on May 1, 1998, 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.
<PAGE>
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)
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.
<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 29th day
of December, 1998.
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 29th day
of December, 1998.
Signatures Title
/s/ William H. Longfield Chairman and Chief Executive
Officer and Director
(Principal Executive Officer)
* William C. Bopp Executive Vice President and
Chief Financial Officer and
Director (Principal Financial
Officer)
* Charles P. Grom Vice President and Controller
(Principal Accounting Officer)
* Joseph F. Abely, Jr. Director
* Marc C. Breslawsky Director
* William T. Butler, M.D. Director
* Daniel A. Cronin, Jr. Director
* T. Kevin Dunnigan Director
* Regina E. Herzlinger Director
* Robert P. Luciano Director
* Tony L. White Director
* By: /s/ William H. Longfield
William H. Longfield
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
3.1 Restated Certificate of
Incorporation of C. R. Bard, Inc.
(incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement of Form
S-3 dated June 14, 1996, file
number 333-05997)
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
<PAGE>
EXHIBIT 5.1
[Letterhead of C. R. Bard, Inc.]
December 29, 1998
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Dear Sirs:
I am Senior 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 250,000 shares of its Common
Stock, par value $.25 per share (the "MSPP Common Stock"), which
may be issued pursuant to the Company's Management Stock Purchase
Plan.
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 MSPP Common Stock, upon due issuance and payment
therefor as contemplated by the Company's Management Stock Purchase
Plan, 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.
<PAGE>
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 by, 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,
Senior Vice President and General Counsel
<PAGE>
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 27, 1998 included in C. R. Bard, Inc.'s
Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
December 28, 1998
<PAGE>
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 the Company's
Management Stock Purchase Plan, 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 29th day of December, 1998.
/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)
<PAGE>
/s/Joseph F. Abely, Jr.
Name: Joseph F. Abely, Jr.
Title: Director
/s/Marc C. Breslawsky
Name: Marc C. Breslawsky
Title: Director
/s/William T. Butler,MD
Name: William T. Butler, MD
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
