As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-________
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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 organization) no.)
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)
Nadia C. Adler, 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 Amount of
Amount to be maximum maximum registration
registered offering price aggregate fee (1)
Title of per unit (1) offering
securities to be price (1)
registered
Common Stock, par
value $.25 per
share . . . . 2,000,000 $ 49.660 $ 99,320,000 $ 27,611
Common Stock (2) (2) (2)
Purchase Rights . 2,000,000
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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 May 3, 1999.
(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.
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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 Applicable.
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.
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Item 8. List of Exhibits.
4.1 Restated Certificate of Incorporation of C. R. Bard, Inc.
(incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1996)
4.2 By-Laws of C. R. Bard, Inc. (incorporated by reference to
Exhibit 3b to the Company's Annual Report on Form 10-K for
the year ended December 31,1998)
4.3 1993 Long Term Incentive Plan of C. R. Bard, Inc. (as amended
and restated).*
5.1 Opinion of Shanley & Fisher, P.C. regarding legality of
securities being registered*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Shanley & Fisher, P.C. (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.
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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 7th day of May, 1999.
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 7th day of May, 1999.
Signature Title
/s/ William H. Longfield Chairman and Chief Executive
- ------------------------------------ Officer and Director (Principal
William H. Longfield Executive Officer)
* Senior Vice President and
- ------------------------------------ Chief Financial Officer
Charles P. Slacik (Principal Financial Officer)
* Vice President and Controller
- ------------------------------------ (Principal Accounting
Charles P. Grom Officer)
* Director
- ------------------------------------
Marc C. Breslawsky
*
- ------------------------------------ Director
William T. Butler, M.D.
*
- ------------------------------------ Director
T. Kevin Dunnigan
*
- ------------------------------------ Director
Elaine L. Chao
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*
- ------------------------------------ Director
Regina E. Herzlinger
* Director
- ------------------------------------
Robert P. Luciano
*
- ----------------------------------- Director
Anthony Welters
*
- ------------------------------------ Director
Tony L. White
By: /s/ William H. Longfield
- -----------------------------------
William H. Longfield
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ------------ -----
4.1 Restated Certificate of Incorporation of
C. R. Bard, Inc. (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996)
4.2 By-Laws of C. R. Bard, Inc. (incorporated by
reference to Exhibit 3b to the Company's Annual
Report on Form 10-K for the year ended December
31, 1998)
4.3 1993 Long Term Incentive Plan of C. R. Bard, Inc.
(as amended and restated)*
5.1 Opinion of Shanley & Fisher, P.C. regarding
legality of securities being registered*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Shanley & Fisher, P.C.
(included in Exhibit 5.1)
24.1 Powers of Attorney*
________________________
* Filed herewith
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EXHIBIT 4.3
1993 LONG TERM INCENTIVE PLAN
OF
C. R. BARD, INC.
(AS AMENDED AND RESTATED)
SECTION 1 --PURPOSE AND TERM OF PLAN
The Long Term Incentive Plan of C. R. Bard, Inc. is designed to
attract and retain the services of selected key employees of the Corporation
and its Subsidiaries who are in a position to make a material contribution to
the successful operation of the business of the Corporation and its
Subsidiaries. Awards under the Plan shall be made to selected key employees
in the form of Options, Restricted Stock, Stock Appreciation Rights and other
stock-based awards. The Plan, as amended and restated, shall be effective on
April 15, 1998. No awards may be made under the Plan after April 20, 2003.
SECTION 2--DEFINITIONS
For purposes of the Plan, the following terms shall have the
indicated meanings:
(a) "Board" means the Board of Directors of the Corporation.
(b) "Change of Control Event" means a change of control of the
nature that would be required to be reported in response to item (a) of the
Current Report on Form 8-K as in effect on April 21, 1993 pursuant to Section
13 or 15(d) of the Exchange Act, provided that, without limitation, a "Change
of Control Event" shall be deemed to have occurred if (i) any person shall
become the beneficial owner, as those terms are defined herein, of capital
stock of the Corporation, the voting power of which constitutes 20% or more
of the general voting power of all of the Corporation's outstanding capital
stock or (ii) individuals who, as of April 21, 1993, constitute the Board
(the "Incumbent Board") cease for any reasons to constitute at least a
majority of the Board, provided that any person becoming a Director
subsequent to April 21, 1993 whose election, or nomination for election by
the Corporation's shareholders, was approved by a vote of at least three
quarters of the Directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the Directors of the Corporation, which is or would be subject to
Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) shall
be, for purposes of the Plan, considered as though such person were a member
of the Incumbent Board. No sale to underwriters or private placement of its
capital stock by the Corporation nor any acquisition by the Corporation,
through merger, purchase of assets or otherwise, effected in whole or in part
by issuance or reissuance of shares of its capital stock, shall constitute a
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Change of Control Event. For purposes of the definition of "Change of Control
Event," the following definitions shall be applicable:
(i) The term "person" shall mean any individual, group,
corporation or other entity.
(ii) Any person shall be deemed to be the beneficial owner
of any shares of capital stock of the Corporation:
(A) which that person owns directly, whether or not
of record, or
(B) which that person has the right to acquire
pursuant to any agreement or understanding or upon exercise
of conversion rights, warrants, or options, or otherwise, or
(C) which are beneficially owned, directly or
indirectly (including shares deemed owned through
application of clause (B) above), by an "affiliate" or
"associate" (as defined in the rules of the Securities and
Exchange Commission under the Securities Act of 1933) of
that person, or
(D) which are beneficially owned, directly or
indirectly (including shares deemed owned through
application of clause (B) above), by any other person with
which that person or such person's "affiliate" or
"associate" (defined as aforesaid) has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of capital stock of the
Corporation.
(iii) The outstanding shares of capital stock of the
Corporation shall include shares deemed owned through application of
clauses (ii) (B), (C) and (D), above, but shall not include any other
shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants or options, or otherwise, but
which are not actually outstanding.
(iv) Shares of capital stock, if any, held by The Chase
Manhattan Bank N.A. under the Indenture and the Escrow Agreement
dated as of November 1, 1971 between International Paper Company and
said bank shall not be deemed owned by International Paper Company or
by said bank for purposes of this Plan, so long as they are held by
said bank under said Escrow Agreement, but said shares shall be
deemed outstanding for the purpose of determining the aggregate
number of outstanding shares of capital stock of the Corporation.
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(c) "Change of Control Exercise Period" means the 60-day period
commencing upon the date of the first public disclosure of a Change of
Control Event.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation Committee of the Board or
such other committee as may be designated by the Board.
(f) "Common Stock" means the Common Stock of the Corporation, par
value $0.25 per share.
(g) "Corporation" means C. R. Bard, Inc., a New Jersey corporation.
(h) "Director" means a member of the Board.
(i) "Disinterested Persons" means Directors who are not full time
employees of the Corporation and who are eligible to serve as Plan
administrators or to approve Plan awards under the provisions of Rule 16b-3
promulgated under the Exchange Act. The preceding sentence shall have no
effect if any specification of such persons is eliminated from the rules
promulgated under Section 16 of the Exchange Act.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Fair Market Value" of the Common Stock on a specified day means
(1) the mean between the high and low sales price on that day as reported on
the New York Stock Exchange--Composite Transactions Tape or, if no sale of
the Common Stock shall have occurred on the New York Stock Exchange on that
day, on the next preceding day on which there was a sale, or (2) in the case
of a simultaneous exercise and sale, the actual price an optionee receives in
the open market on the date of the exercise. If the Common Stock is not
traded on the New York Stock Exchange, the Fair Market Value shall be the
amount that is reasonably determined by the Committee.
(l) "Limited Stock Appreciation Rights" shall have the meaning set
forth in Section 4.8.
(m) "Option" means an Option to purchase Common Stock awarded to a
Participant as provided in Section 4.
(n) "Option Period" means the period from the date of the grant of
an Option to the date of its expiration as provided in Section 4.3.
(o) "Optionee" means a Participant who has been granted an Option
under the Plan.
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(p) "Participant" means a key employee, including officers and
Directors who are employees, of the Corporation or any of its Subsidiaries
who has been selected by the Committee to receive an award under the Plan.
(q) "Performance-Based Awards" shall have the meaning set forth in
Section 5.11.
(r) "Plan" means the 1993 Long Term Incentive Plan of C. R. Bard,
Inc.
(s) "Restricted Period" means the vesting period, if any, of up to
10 years specified by the Committee pursuant to Section 5.2.
(t) "Restricted Stock" means Common Stock awarded to a Participant
subject to restrictions as provided in Section 5 as long as those
restrictions are in effect.
(u) "Retirement" means normal or early retirement under the terms of
a pension plan of the Corporation or voluntary termination of employment,
provided that in each case the Corporation must have given its prior consent
to treat the person's termination of employment as a retirement.
(v) "Stock Appreciation Right'' means a right awarded to a
Participant as provided in Section 4 to receive in the form of Common Stock
or, with the consent of the Committee, cash, an amount equal to the excess of
the Fair Market Value of a share of Common Stock on the day the right is
exercised over the price at which the Participant could exercise an Option to
purchase that share.
(w) "Stock Award" means an award of Common Stock delivered in
installments as specified by the Committee pursuant to Section 5.8.
(x) "Subsidiary" means any corporation or other legal entity,
domestic or foreign, more than 50% of the voting power of which is owned or
controlled, directly or indirectly, by the Corporation.
(y) "Unrestricted Stock" means Common Stock awarded to a Participant
which Common Stock is not subject to a vesting period or installment delivery
specified by the Committee.
SECTION 3--GENERAL PROVISIONS
3.1 The Committee in its sole discretion shall select those key
employees to whom awards are made under the Plan and shall specify the type
of awards made, the number of Options, shares of Restricted Stock, Stock
Awards, Unrestricted Stock and Stock Appreciation Rights which in each case
are awarded, the Restricted Period, number of installments or Option Period
applicable to the awards and any other conditions relating to the awards that
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are consistent with the Plan and that the Committee deems appropriate.
Participants shall be selected from among the key employees of the
Corporation and its Subsidiaries who are in a position to have a material
impact on the future results of operations of the Corporation and its
Subsidiaries. Participants may be selected and awards may be made at any time
during the period that awards may be granted under the Plan. Participants do
not have to be selected and awards do not have to be made at the same time by
the Committee. Any award made to a Participant shall not obligate the
Committee to make any subsequent awards to that Participant.
3.2 Shares of Common Stock acquired under the Plan may be authorized
and unissued shares of Common Stock or authorized and issued shares of Common
Stock held in the Corporation's treasury. Subject to Section 8.7, the total
number of shares of Common Stock which may be acquired under the Plan shall
not exceed 7,500,000. The number of shares of Common Stock available at any
time for awards under the Plan shall be determined in a manner which reflects
the number of shares of Common Stock then subject to outstanding awards and
the number of shares of Common Stock previously acquired under the Plan. For
purposes of such determinations, shares of Common Stock returned to the
Corporation as a result of the forfeiture of Restricted Stock, Stock Awards
or Options which expire or terminate, other than by reason of the exercise of
Stock Appreciation Rights, shall again be available for awards under the
Plan.
SECTION 4--OPTIONS AND STOCK APPRECIATION RIGHTS
4.1 Subject to the provisions of this Section 4, the Committee may
grant incentive Options and nonqualified Options with or without Stock
Appreciation Rights to selected key employees of the Corporation and its
Subsidiaries. Each Option shall be evidenced by a Stock Option Agreement
between the Corporation and the Optionee which contains the terms and
conditions specified by this Section 4 and such other terms and conditions as
the Committee in its sole discretion shall specify.
4.2 The exercise price per share of Common Stock with respect to
each Option shall not be less than 100% of the Fair Market Value of a share
of Common Stock on the day the Option is granted.
4.3 Except as otherwise specifically set forth in the grant thereof
in accordance with this paragraph, each Option shall be for a term of up to
ten years as determined by the Committee, and no Option shall be exercisable
during the 12 months following the date of the grant. After the 12 month
period, 25% of the total number of options granted are exercisable; after 24
months from the date of grant, 50% are exercisable; after 36 months, 75% are
exercisable; and, after 48 months, 100% of the options granted are
exercisable. Notwithstanding anything to the contrary in this paragraph, the
Committee may, when granting Options to any person under the Plan, grant
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Options that are exercisable immediately or Options that are exercisable
according to a schedule different from that set forth in the preceding
sentence. In addition, notwithstanding any of the foregoing, upon the
occurrence of a Change of Control Event, all Options shall be immediately
exercisable. Accrued installments of Options may be exercised in whole or in
part, and in no case may a fraction of a share be purchased under the Plan.
4.4 At the time any Option is exercised in whole or in part, the
Optionee or other person exercising the Option shall pay to the Corporation,
by certified or bank cashier's check payable to the order of the Corporation,
and/or, to the extent permitted by law, Common Stock or other form of
consideration acceptable to the Corporation, the full exercise price of the
shares purchased, and the purchased shares shall be delivered to the Optionee
promptly. No Optionee or his or her legal representatives, legatees or
distributees, as the case may be, shall be deemed to be a holder of any
shares upon the exercise of an Option until the date of issuance of a stock
certificate to the Optionee for those shares. The proceeds from the sale of
shares upon the exercise of Options shall be added to the general funds of
the Corporation and used for general corporate purposes.
4.5 If an Optionee shall cease to be employed by the Corporation or
any of its Subsidiaries prior to the end of the Option Period by reason of
Retirement, each Option then held by the Optionee shall, to the extent that
it was exercisable at the time of Retirement, remain exercisable for a period
of (a) three months from the date of Retirement, if an incentive Option or
(b) three years from the last day of the month of Retirement, if a non-
qualified Option, and thereafter, such Option shall terminate; provided,
however, if an Optionee shall die after Retirement, each Option then held by
the Optionee shall be exercisable to the extent, and during the period, that
it would, but for the Optionee's death, have otherwise been exercisable after
Retirement. Notwithstanding anything to the contrary contained in this
paragraph, the Committee may, in its discretion, accelerate the vesting date
and allow retiring employees to exercise outstanding Options which would not
otherwise be exercisable under the Plan on the date of such employee's
Retirement. If an Optionee shall cease to be employed by the Corporation or
any of its Subsidiaries prior to the end of the Option Period by reason of
death, each Option then held by the Optionee shall, without regard to the
extent that it was exercisable at the time of death, be fully exercisable for
a period of one year from the first day of the month in which the Optionee
died, and thereafter, such Option shall terminate. If the employment of an
Optionee with the Corporation shall terminate, each Option then held by the
Optionee shall, to the extent it was exercisable on the date of termination,
be exercisable until 60 days following the date of termination and
thereafter, such Option shall terminate. Notwithstanding anything to the
contrary contained in this paragraph, the Committee may, in its discretion,
accelerate the vesting date and allow terminated employees to exercise
outstanding Options which would not otherwise be exercisable under the Plan
on the date of such employee's termination. Notwithstanding the foregoing, no
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Option shall be exercisable later than the end of the Option Period relating
thereto.
4.6 The Committee may grant Stock Appreciation Rights to Optionees
in tandem with non-qualified Options so that exercise of a Stock Appreciation
Right will have the effect of terminating the Option or portion thereof to
which it relates, and exercise of an Option or portion thereof to which a
Stock Appreciation Right relates will have the effect of terminating the
Stock Appreciation Right. Stock Appreciation Rights shall be exercisable in
the same installments and be subject to the same terms and conditions as the
Options to which they relate and to such other terms and conditions as the
Committee in its sole discretion shall specify.
4.7 The aggregate Fair Market Value, determined as of the date an
Option is granted, of the Common Stock for which any Participant may be
awarded incentive Options which are first exercisable by the Participant
during any calendar year under the Plan or any other stock option plan
maintained by the Corporation or its Subsidiaries shall not exceed $100,000.
4.8 The Committee may, in its discretion, grant limited stock
appreciation rights ("Limited Stock Appreciation Rights") that,
notwithstanding any other provision of the Plan, may only be exercised during
a Change of Control Exercise Period, and such Limited Stock Appreciation
Rights shall be so exercisable during the Change of Control Exercise Period
whether or not such person is then employed by the Corporation. Upon exercise
of a Limited Stock Appreciation Right, the holder thereof shall be entitled
to receive an amount in cash equal to the greater of (a) the Fair Market
Value of the shares of the Common Stock with respect to which the Limited
Stock Appreciation Right was exercised over the option price of such shares
under the Plan and (b) if the Change of Control Event is the result of a
transaction or a series of transactions, the highest price per share of
Common Stock paid in such transaction or transactions during the Change of
Control Exercise Period up to the date of exercise over the exercise price
per share of Common Stock under the Plan. The Committee is authorized to
amend the terms of a Limited Stock Appreciation Right held by any employee
subject to Section 16 of the Exchange Act, as may be necessary so that the
holding and exercise of such Limited Stock Appreciation Right will be exempt
under such Section.
4.9 The maximum number of Options, Stock Appreciation Rights and
Limited Stock Appreciation Rights that may be granted to each Participant
during any calendar year shall not exceed 400,000.
SECTION 5--RESTRICTED STOCK, STOCK AWARDS AND UNRESTRICTED STOCK
5.1 An award of Restricted Stock, Stock Awards and Unrestricted
Stock to a Participant shall entitle the Participant to receive the number of
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shares of Common Stock specified by the Committee in accordance with the
terms and conditions of this Section 5.
5.2 During the Restricted Period specified by the Committee,
Restricted Stock awarded to a Participant may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter provided.
Except as otherwise provided by the Committee, the Restricted Period
specified in respect of any award of Restricted Stock shall not be less than
three years, except that the Committee may provide for a Restricted Period to
terminate at any time after one year upon the attainment of performance-based
objectives established as provided in clause (i) of Section 5.11. Except as
provided in this Section 5.2 and/or as otherwise provided by the Committee, a
Participant, as the owner of Restricted Stock, shall have all the rights of a
holder of Common Stock, including but not limited to the right, subject to
the provisions of Sections 8.7 and 8.8, to receive all dividends or dividend
equivalents paid on and the right to vote such Restricted Stock.
Notwithstanding anything to the contrary in the Plan, upon the occurrence of
a Change of Control Event the Restricted Period applicable to Restricted
Stock shall end and all restrictions on Restricted Stock shall expire.
5.3 If a Participant holding Restricted Stock ceases to be an
employee of the Corporation or any of its Subsidiaries during the Restricted
Period for any reason other than death or Retirement, the Committee may at
the time of cessation of employment terminate the Restricted Period with
respect to any or all of such Restricted Stock. If the Committee does not
terminate the Restricted Period with respect to such Restricted Stock at the
time of cessation of employment, such Restricted Stock shall be forfeited.
5.4 If a Participant holding Restricted Stock ceases to be an
employee of the Corporation or any of its Subsidiaries during the Restricted
Period by reason of death or Retirement, Restricted Stock held by that
Participant shall become free of all restrictions thereon and, pursuant to
Section 5.7, the Corporation shall deliver that Restricted Stock to that
Participant or that Participant's beneficiary, as the case may be, within 60
days.
5.5 Each Participant awarded Restricted Stock, Stock Awards or
Unrestricted Stock shall enter into such agreement with the Corporation as
may be specified by the Committee in which the Participant agrees to the
terms and conditions of the award and such other matters as the Committee in
its sole discretion shall specify.
5.6 Each certificate representing Restricted Stock awarded under the
Plan shall be registered in the name of the Participant to whom the
Restricted Stock was awarded, deposited by the Participant with the
Corporation together with a stock power endorsed in blank and bear the
following, or a substantially similar, legend:
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The transferability of this Certificate and the Common Stock
represented hereby is subject to the terms and conditions, including
forfeiture, contained in Section 5 of the 1993 Long Term Incentive
Plan of C. R. Bard, Inc., as amended, and an Agreement entered into
between the registered owner and C. R. Bard, Inc. Copies of the Plan
and Agreement are on file in the executive office of C. R. Bard,
Inc., 730 Central Avenue, Murray Hill, New Jersey 07974.
5.7 When the restrictions imposed by Section 5.2 and any related
restrictions on Restricted Stock have expired or have otherwise been
satisfied, the Corporation shall deliver to the Participant holding that
Restricted Stock, or the Participant's legal representative, beneficiary or
heir, a certificate or certificates, without the legend referred to in
Section 5.6, for the number of shares of Restricted Stock deposited with the
Corporation by the Participant pursuant to Section 5.6 with respect to which
all restrictions have expired or been satisfied. At that time, the Agreement
referred to in Section 5.5 shall terminate forthwith as to those shares.
5.8 Stock Awards shall be made by the Committee in numbers of
shares, and, unless otherwise specified by the Committee and subject to
Section 5.9, a Stock Award shall be delivered to a Participant in three
approximately equal installments (in order to avoid the issuance of
fractional shares) on the date of the Stock Award and on the following
anniversaries of the date of the Stock Award. Stock awards shall be made
only in lieu of salary and cash bonuses. Notwithstanding anything to the
contrary in the Plan, upon the occurrence of a Change of Control Event, any
installment of a Stock Award not yet delivered shall become immediately
deliverable.
5.9 No installment of shares shall be delivered on any anniversary
of the date of the Stock Award to a Participant whose employment has been
terminated, or who has, or has been, served notice of termination prior to
the award or anniversary date of such installment; provided, however, that
where such termination has occurred due to a Participant's death or
retirement, the Committee may, in its discretion, waive this condition
precedent to delivery of awarded but undelivered shares. Any shares not
delivered to a Participant pursuant to this Section 5.9 may be subsequently
awarded to another Participant. A Participant shall have no voting rights
with respect to, and shall not be entitled to any dividends declared in
respect of, any awarded but undelivered shares.
5.10 The Committee may award Unrestricted Stock to a Participant in
lieu of salary or cash bonus, which Common Stock shall not be subject to
forfeiture pursuant to this Section 5. Certificates representing Unrestricted
Stock shall be delivered to the Participant as soon as practicable following
the grant thereof.
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5.11 Notwithstanding the foregoing, certain awards granted under
this Section 5 of the Plan may be granted in a manner which is deductible by
the Corporation under Section 162(m) of the Code. Such awards (the
"Performance-Based Awards") shall be based upon earnings per share, net
income, Group Financial Goals (as defined in the C. R. Bard, Inc. 1994
Executive Bonus Plan), return on shareholders' investment, return on assets,
attainment of strategic and operational initiatives, appreciation in the
price of Common Stock, customer income, market share, sales, net profits,
economic value-added models or comparisons with the Standard & Poor's Medical
Product Index and 500-Stock Index. With respect to Performance-Based Awards,
(i) the Committee shall establish in writing the objective performance goals
applicable to a given period of service no later than 90 days after the
commencement of such period of service (but in no event after 25 percent of
such period of service has elapsed) and (ii) no awards shall be granted to
any participant for a given period of service until the Committee certifies
in writing that the objective performance goals (and any other material
terms) applicable to such period have been satisfied. The number of shares of
Common Stock awarded as Performance-Based Awards during any calendar year
shall not exceed 25,000.
5.12 The maximum number of shares of Common Stock that may be
granted as Restricted Stock, Stock Awards and Unrestricted Stock in any
calendar year shall not exceed 40 percent of the total number of shares of
Common Stock granted or subject to awards granted under the Plan during such
calendar year.
SECTION 6--ADMINISTRATION
6.1 The Plan shall be administered by the Committee, which shall
consist of Disinterested Persons (and in the case of awards granted to
individuals subject to Section 162(m) of the Code, the Committee shall also
consist of Directors who are "outside directors" within the meaning of
Section 162(m) of the Code and the regulations promulgated thereunder), and
such Directors shall serve at the pleasure of the Board.
6.2 Subject to the provisions of the Plan, the Committee shall have
exclusive power to select the key employees who shall be Participants and to
determine the amount of, or method of determining, the awards to be made to
Participants.
6.3 The Committee's interpretation of the Plan and of any award
granted under the Plan shall be final and binding on all Participants.
6.4 The Committee shall have the authority to establish, adopt or
revise such rules and regulations relating to the Plan and to make such
determinations as it deems necessary or advisable for the administration of
the Plan.
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SECTION 7--AMENDMENT OR TERMINATION
7.1 The Board may amend any provision of the Plan and any agreement
under the Plan at any time, provided that no amendment may be made that would
(a) increase the maximum number of shares of Common Stock which may be
acquired under the Plan, (b) extend the term during which Options may be
granted under the Plan or (c) reduce the exercise price per share to less
than the Fair Market Value of the Common Stock on the date an Option was
granted unless the amendment has been approved by the stockholders of the
Corporation as provided in Rule 16(b)-3(b) under the Exchange Act, if
continuation of the exemption granted by Rule 16(b)-3 under the Exchange Act
requires such approval. The Board shall also have the right to terminate the
Plan at any time. Except with a Participant's consent, no amendment,
suspension or termination shall impair the rights of the Participant in any
Options, Restricted Stock or Stock Appreciation Rights awarded to the
Participant under the Plan.
7.2 The Committee may refrain from designating Participants and from
making any awards, but that shall not be deemed a termination of the Plan. No
employee of the Corporation or any of its Subsidiaries shall have any claim
or right to be granted awards under the Plan.
SECTION 8--MISCELLANEOUS
8.1 The fact that a key employee of the Corporation or any of its
Subsidiaries has been designated a Participant shall not confer on that
employee any right to be retained in the employ of the Corporation or any of
its Subsidiaries or to subsequent awards under the Plan.
8.2 No award under the Plan shall be taken into account in
determining a Participant's compensation for purposes of any group life
insurance or other employee benefit or pension plan of the Corporation,
including the Company's Employees' Retirement Plan, Excess Benefit Plan and
Supplemental Executive Retirement Plan.
8.3 The Plan shall not be deemed an exclusive method of providing
incentive compensation for the officers and employees of the Corporation and
its Subsidiaries, and it shall not preclude the Board from authorizing or
approving other forms of incentive compensation.
8.4 All expenses and costs in connection with the operation of the
Plan shall be borne by the Corporation.
8.5 Options, Restricted Stock and Stock Appreciation Rights awarded
under the Plan shall not be transferable by a Participant other than by will
or the laws of descent and distribution, and Options and Stock Appreciation
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Rights awarded under the Plan shall be exercisable during a Participant's
lifetime only by the Participant.
8.6 A Participant may appoint a beneficiary, on a form supplied by
the Committee, to exercise Options and Stock Appreciation Rights in the event
of the Participant's death and may change that beneficiary at any time prior
to the date of the Participant's death.
8.7 In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, the maximum aggregate number and class of shares in which awards may
be granted under the Plan, the number of shares subject to outstanding
Options and Stock Appreciation Rights and the maximum number and class of
shares in which Performance-Based Awards may be granted under the Plan in any
calendar year shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
distributed to a Participant with respect to Restricted Stock shall be
subject to the restrictions and requirements imposed by Section 5, including
depositing the certificates therefor with the Corporation together with a
stock power and bearing a legend as provided in Section 5.6.
8.8 If the Corporation shall be consolidated or merged with another
corporation, each Participant who has received Restricted Stock that is still
subject to restrictions imposed by Section 5.2 may be required to deposit
with the successor corporation the certificates for the stock or securities
or the other property that the Participant is entitled to receive by reason
of ownership of Restricted Stock in a manner consistent with Section 5.6, and
such stock, securities or other property shall become subject to the
restrictions and requirements imposed by Section 5, and the certificates
therefor or other evidence thereof shall bear a legend similar in form and
substance to the legend set forth in Section 5.6.
8.9 The Corporation shall have the right to deduct from any payment
made under the Plan any federal, state or local income or other taxes
required by law to be withheld with respect to such payment at the highest
marginal individual income tax rate. It shall be a condition to the
obligation of the Corporation to deliver shares or pay any cash pursuant to
any award that the Participant pay to the Corporation such amount as may be
requested by the Corporation for the purpose of satisfying any liability for
such withholding taxes. Any award agreement may provide that the Participant
may elect, in accordance with any conditions set forth in such award
agreement, to pay a portion or all of such withholding taxes by (a) delivery
of shares of Common Stock or (b) having shares of Common Stock withheld by
the Corporation from the shares otherwise to be received. The number of
shares so delivered or withheld shall have an aggregate Fair Market Value
sufficient to satisfy the applicable withholding taxes. The acceptance of any
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such election by a Participant shall be at the sole discretion of the
Committee, and, in the case of a Participant subject to Section 16 of the
Exchange Act, the Corporation may require that the method of making such
payment be in compliance with Section 16 and the rules and regulations
thereunder.
8.10 The Plan shall be construed in accordance with the laws of the
State of New Jersey. Notwithstanding anything to the contrary in the Plan,
nothing in the Plan shall be construed to prevent the transfer of funds to a
grant or trust for the purpose of paying benefits under the Plan.
8.11 If in the opinion of counsel for the Corporation, any issuance
or delivery of shares of Common Stock to a Participant will violate the
requirements of any applicable federal or state laws, rules and regulations
(including, without limitation, the provisions of the Securities Act of 1933,
as amended, or the Exchange Act), such issuance or delivery may be postponed
until the Corporation is satisfied that the distribution will not violate
such laws, rules or regulations. Certificates delivered to Participants
pursuant to Section 5 hereof or issued on exercise of Options or Stock
Appreciation Rights may bear such legends as the Corporation may deem
advisable to reflect restrictions which may be imposed by law, including,
without limitation, the Securities Act of 1933.
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EXHIBIT 5.1
[Letterhead of Shanley & Fisher, P.C.]
May 7, 1999
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Ladies and Gentlemen :
We have acted as special New Jersey counsel to C. R. Bard,
Inc., a New Jersey corporation (the "Company"), in connection with the
Company's registration under the Securities Act of 1933, as amended, of an
aggregate of 2,000,000 shares of common stock, par value $.25 per share (the
"Common Shares"), which may be issued pursuant to the Company's 1993 Long
Term Incentive Plan (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.
Upon the basis of the foregoing, we are of the opinion that
the Common Shares will, upon issuance as contemplated by the Plan, be duly
authorized and legally issued and will be fully paid and non-assessable.
We are members of the Bar of the State of New Jersey, and
the foregoing opinion is limited to the laws of the State of New Jersey.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement relating to the Common Shares.
This opinion is rendered in connection with the above matter
and may not be relied upon for any other purpose.
Very truly yours,
/s/ Shanley & Fisher, P.C.
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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
26, 1999 included in C. R. Bard, Inc.'s Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 6, 1999
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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 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 one
or more Registration Statements on Form S-8 or any other appropriate 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 any such Registration Statement, whether such
amendments or supplements are filed before or after the effective date of any
such Registration Statement, and to any and all instruments or documents
filed as part of or in connection with any 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 any 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 21st day of April, 1999.
/s/ Charles P. Slacik
-----------------------------------------
Name: Charles P. Slacik
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Charles P. Grom
-----------------------------------------
Name: Charles P. Grom
Title: Vice President and Controller
(Principal Accounting Officer)
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/s/ Marc C. Breslawsky
-----------------------------------------
Name: Marc C. Breslawsky
Title: Director
/s/ William T. Bulter, M.D.
-----------------------------------------
Name: William T. Butler, M.D.
Title: Director
/s/ Elaine L. Chao
-----------------------------------------
Name: Elaine L. Chao
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/ Anthony Welters
-----------------------------------------
Name: Anthony Welters
Title: Director
/s/ Tony L. White
-----------------------------------------
Name: Tony L. White
Title: Director
