As filed with the Securities and Exchange Commission on April 28, 1994
Registration No. ____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
BIO-RAD LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-1381833
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
1000 Alfred Nobel Drive
Hercules, California 94547
(Address of principal executive offices)
______________
BIO-RAD LABORATORIES, INC. AMENDED 1988 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Copy to:
SANFORD S. WADLER CHRISTOPHER L. KAUFMAN, ESQ.
General Counsel and Secretary Latham & Watkins
Bio-Rad Laboratories, Inc. 505 Montgomery Street, Suite 1900
1000 Alfred Nobel Drive San Francisco, California 94111
Hercules, California 94547 (415) 391-0600
(510) 724-7000
(Name, address, including zip code,
and telephone number including area code,
of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
-------------- ----------- --------- --------- ------------
Class A Common
Stock, $1.00
par value 130,000 $14.31 $1,860,300 $641.48
[FN]
(1)Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) and (c). The Proposed
Maximum Offering Price Per Share is based upon the average of the high
and low prices for the Company's Common Stock on the American Stock
Exchange on April 25, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
By Registration Statements on Form S-8 filed with the Securities and
Exchange Commission on November 16, 1988, and September 4, 1992, Registration
File No. 33-25583 and 33-51928, respectively, (the "Prior Registration
Statements"), Bio-Rad Laboratories, Inc., a Delaware corporation (the
"Company"), previously registered 300,000 shares of the Class A Common Stock,
par value $1.00 per share (the "Common Stock"), of the Company reserved for
issuance from time to time in connection with the Bio-Rad Laboratories Amended
1988 Employee Stock Purchase Plan, (the "Plan"). The Plan has been further
amended and the number of shares of Common Stock issuable thereunder has been
increased to 430,000. Under this Registration Statement, the Company is
registering the additional 130,000 shares of Common Stock issuable under the
Plan. The contents of the Prior Registration Statements are incorporated by
reference herein.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby are being
passed upon for the Company by Sanford S. Wadler, General Counsel and
Secretary of the Company.
Item 8. Exhibits
4.1 Bio-Rad Laboratories, Inc. Amended 1988 Employee Stock Purchase Plan
5.1 Opinion of Sanford S. Wadler, General Counsel and Secretary of the
Company
23.1 Consent of Independent Public Accountants.
23.2 Consent of Sanford S. Wadler, General Counsel and Secretary of the
Company (included in Exhibit 5.1).
24 Power of Attorney (incorporated in the signature page to the
Registration Statement--see pages 2 and 3).
1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as
amended, 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 city of Hercules, California on
April 28, 1994.
BIO-RAD LABORATORIES, INC.
By: /s/ Sanford S. Wadler
Name: Sanford S. Wadler
Title: General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints David Schwartz and Thomas L.
Braje and each acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments or
supplements to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Bio-Rad Laboratories, Inc. and on the dates
indicated.
2.
Signature Title Date
President April 28, 1994
/s/ David Schwartz and Director
David Schwartz
/s/ James J. Bennett Director April 28, 1994
James J. Bennett
/s/ Albert J. Hillman Director April 28, 1994
Albert J. Hillman
/s/ Philip L. Padou Director April 28, 1994
Philip L. Padou
/s/ Alice N. Schwartz Director April 28, 1994
Alice N. Schwartz
/s/ Burton A. Zabin Director April 28, 1994
Burton A. Zabin
Vice President, April 28, 1994
/s/ Thomas L. Braje Chief Financial Officer
Thomas L. Braje
Principal Accounting April 28, 1994
/s/ James R. Stark Officer
James R. Stark
3.
INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 Bio-Rad Laboratories, Inc. Amended 1988
Employee Stock Purchase Plan . . . . . . . . . . . 7
5.1 Opinion of Sanford S. Wadler, General Counsel
and Secretary of the Company . . . . . . . . . . . 5
23.1 Consent of Independent Public Accountants . . . . . . 6
23.2 Consent of Sanford S. Wadler, General Counsel
and Secretary of the Company (included in Exhibit 5.1)
24 Power of Attorney (incorporated in the signature page
to the Registration Statement (see pp. 2 and 3)
4.