As filed with the Securities and Exchange Commission on April 8, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Post Effective Amendment No. 1 to
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)
___________________
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)
1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
(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
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 1998 Employee Stock Purchase Plan.
2
<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 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.
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<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*
________________________
* Previously filed
** 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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<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 post-
effective amendment 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 April, 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 post-
effective amendment has been signed below by or on behalf of the following
persons in the capacities indicated on the 7th day of April, 1999.
Signature Title
--------- -----
/s/William H. Longfield Chairman and Chief Executive
- --------------------------------------- Officer and Director
William H. Longfield (Principal Executive Officer)
/s/Charles P. Slacik Senior Vice President and
- --------------------------------------- Chief Financial Officer
Charles P. Slacik (Principal Financial Officer)
* Vice President and Controller
- --------------------------------------- (Principal Accounting Officer)
Charles P. Grom
*
- --------------------------------------- Director
Joseph F. Abely, Jr.
*
- --------------------------------------- Director
Marc C. Breslawsky
*
- ---------------------------------------
William T. Butler, M.D. Director
*
- --------------------------------------- Director
Daniel A. Cronin, Jr.
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<PAGE>
*
- --------------------------------------- Director
T. Kevin Dunnigan
*
- --------------------------------------- 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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<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
3.1 Restated Certificate ofIncorporation 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*
________________________
* Previously filed
** Filed herewith
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<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 post-effective amendment 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 post-effective
amendment.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Roseland, New Jersey
April 5, 1999
