As filed with the Securities and Exchange Commission on September 7, 2001
Registration No. 33-________
========================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NEW BRUNSWICK SCIENTIFIC CO., INC.
(Exact name of registrant as specified in its charter)
_______________
New Jersey
(State or other Jurisdiction of 22-1630072
incorporation or organization) (I.R.S. Employer Identification No.)
44 Talmadge Road, P.O. Box 4005
Edison, New Jersey 08818-4005
(732) 287-1200
(Address, including zip code, including area code,
of registrant's principal executive offices)
NEW BRUNSWICK SCIENTIFIC CO., INC.
1999 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(FULL TITLE OF THE PLAN)
DAVID FREEDMAN, CHAIRMAN
44 TALMADGE ROAD, P.O. BOX 4005
EDISON, NEW JERSEY 08818-4005
(732) 287-1200
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
COPIES TO:
PETER D. HUTCHEON, ESQ.
NORRIS, MCLAUGHLIN & MARCUS, P.A.
721 ROUTE 202-206
P.O. BOX 1018
SOMERVILLE, NJ 08876-1018
(908) 722-0700
CALCULATION OF REGISTRATION FEE
Proposed Maximum Offering Price Per Share (2) Proposed Maximum
Aggregate Offering Price (3)
Amount Amount of Registration Fees
Title of Securities to be Registered(1)
to be Registered
Common Stock,$.0625 par value per Share 121,000 $4.35 $526,350
$131.59
shares
------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of securities to
be offered or sold pursuant to the employee benefit plan(s) described herein.
(2) Based upon the last reported sale price on The Nasdaq Stock Market, Inc.
National Market System on September 7, 2001.
(3) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee and is the product resulting from multiplying 121,000, the
number of shares registered by this Registration Statement by $4.35 per share,
the last reported sale price on The Nasdaq Stock Market, Inc. National Market
System on September 7, 2001.
TABLE OF CONTENTS
Item 1. Plan Information *
Item 2. Registrant Information and Plan Annual Information *
Item 2A .Reoffer Prospectus I-1
Item 3. Incorporation of Documents by Reference II-1
Item 4. Description of Securities II-1
Item 5. Interests of Named Experts and Counsel II-1
Item 6. Indemnification of Directors and Officers II-1
Item 7. Exemption from Registration Claimed II-2
Item 8. Exhibits II-2
Item 9. Undertakings II-2
* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a document
which does not constitute a part of this Registration Statement but which shall,
together with the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, constitute a prospectus under
Section 10(a) of the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATIONITEM 1. PLAN INFORMATION
Omitted.
ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATIONITEM 2.
REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION
Omitted.
ITEM 2A. REOFFER PROSPECTUSITEM 2A. REOFFER PROSPECTUS
A prospectus relating to the reoffer of control securities and
restricted securities acquired by participants under the Plan follows below.
I-1
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REOFFER PROSPECTUS
------------------
121,000 Shares of Common Stock
(Par Value $0.0625 per Share )
NEW BRUNSWICK SCIENTIFIC CO., INC.
_______________
This prospectus has been prepared for use in connection with the proposed
sales by the stockholders named herein (the "Selling Stockholders") of an
aggregate of 121,000 shares of Common Stock (par value $0.0625 share) of New
Brunswick Scientific Co., Inc. (the "Company") acquired by the Selling
Stockholders upon the exercise of options granted to them under the Company's
1999 Stock Option Plan for Nonemployee Directors.
It is contemplated that offerings and/or sales by the Selling Stockholders
will be made from time to time pursuant to this Registration Statement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
A CRIMINAL OFFENSE.
The date of this Prospectus is September 10, 2001.
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
Seven World Trade, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. at prescribed rates. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's web site is
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001;
(c) The description of the Company's Common Stock set forth under the
caption "Capital Stock to be Registered" in the Company's Registration Statement
on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed
with the Commission on April 13, 1973, which incorporates by reference the
information under "Common Stock" in the prospectus constituting a part of the
Company's Registration Statement on Form S-1, as amended and effective on March
14, 1972 (File No. 2-42505) ; and
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in (a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date hereof
to the termination of the offering of the securities covered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.
Copies of documents incorporated herein by reference may be obtained upon
written or oral request without charge (other than exhibits thereto) from the
headquarters office of the Company, New Brunswick Scientific Co., Inc., 44
Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005, (732) 287-1200,
Attn: Vice President, Finance.
2
THE COMPANY
New Brunswick Scientific Co., Inc. and its subsidiaries ("the
Company") design, manufacture and market a variety of equipment used in
biotechnology to create, maintain, measure and control the physical and
biochemical conditions required for the growth and detection of microorganisms.
This equipment is used in medical, biological, chemical, and environmental
research and for the commercial development of antibiotics, proteins, hormones,
enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines
and other substances. The equipment sold by the Company includes
fermentation equipment, bioreactors, biological shakers, nutrient sterilizing
and dispensing equipment, ultra-low temperature freezers and tissue culture
apparatus.
In late 1999, the Company acquired DJM Cryo-Research Limited, the
manufacturer of the ultra-low temperature freezers which the Company has
been marketing. The Company also owns a minority interest in DGI
BioTechnologies, Inc. (DGI), which was established in 1995 by the Company to
develop and commercialize a novel technology that facilitates the discovery of
new drugs. Prior to June 14, 2001, the Company owned a controlling interest in
DGI and consolidated the operations of DGI with that of the Company, however
following the closing on such date by DGI of an investment transaction with an
institutional investor, the Company's ownership percentage in DGI was reduced to
47%. Accordingly, the Company now reports its percentage of income or loss in
DGI's operations on the equity method of accounting based upon its continued
ability to exercise significant influence over DGI.
The Company was incorporated in 1958 as the successor to a business
founded in 1946 by David and Sigmund Freedman, its principal stockholders and
two of its directors and executive officers. The Company owns its 243,000
square foot headquarters and primary production facility located on 17 acres of
land in Edison, New Jersey.
SELLING STOCKHOLDERS
The table below sets forth the names and present positions held by the
Selling Stockholders, all of whose addresses are care of the Company at 44
Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005. The shares that
the Selling Stockholders may offer from time to time are shares acquired or to
be acquired by them upon the exercise of awards that have been or may in the
future be granted to them by the Company pursuant to the Company's 1999 Stock
Option Plan for Nonemployee Directors (the "Plan"). The following table lists
all persons holding awards, who, because of their position with the Company or
amount of stock of the Company owned by them, may be deemed to be "affiliates"
and persons who are nonaffiliates who have acquired shares under the Plan prior
to the filing of the registration statement of which this prospectus is a part.
The Selling Stockholders may from time to time offer all or part of the shares
acquired by them upon the exercise of options now held or which may be granted
to them in the future by the Company in any trading markets. The Company will
pay all expenses of preparing and reproducing this Prospectus, but will not
receive any part of the proceeds of the sale of any such shares. The Selling
Stockholders will pay any and all brokerage commissions charged to sellers in
connection with such sales.
Name Present Position with Company No. of Shares
- ---- -------------------------------- ---------------
Martin Siegel Former Director 8,250
Dr. David Pramer Director 8,250
Kiyoshi Masuda Director 8,250
Ernest Gross Director 8,250
Peter Schkeeper Director 8,250
Kenneth Freedman Director 8,250
Dr. Jerome Birnbaum Director 8,250
Daniel S. Van Riper Director 5,500
3
LEGAL MATTERS
The legality of the shares of Common Stock being offered hereby will be
passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box
1018, Somerville, New Jersey 08876-1018.
EXPERTS AND MISCELLANEOUS
The financial statements and schedule of New Brunswick Scientific Co., Inc.
as of December 31, 2000 and 1999 and for each of the years in the three year
period ended December 31, 2000 have been incorporated by reference herein and in
the Registration Statement in reliance upon the report of KPMG LLP, independent
certified public accountants incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The Common stock of the Company, including the shares offered hereby, is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under the symbol: NBSC.
USE OF PROCEEDS
The Company will not receive any proceeds from the reoffer and resale of
securities by the Selling Stockholders hereunder.
INDEMNIFICATION
Under the laws of New Jersey, the By-Laws of the Company and certain
contractual arrangements between the Company and its directors, the directors,
officers, employees and agents of the Company are entitled to be indemnified by
the Company against all expenses and liabilities incurred by them by reason of
any proceeding involving the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not breach his duty of loyalty to the Company or its shareholders and did not
receive and improper personal benefit.
In addition to such other rights of indemnification as they may have as
corporate agents of the Company, the Company shall defend, indemnify and hold
harmless the members of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any option granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid or payable by them in satisfaction of a judgment in any such action, suit
or proceeding, except a judgment based upon a finding of bad faith on the part
of the member of the Board of Directors seeking indemnification; provided that
upon the institution of any such action, suit or proceeding, the member shall,
in writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same before such member undertakes to handle
and defend it on his or her own behalf.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by New Brunswick Scientific Co., Inc. (the
"Company") with the Commission are also incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
2000; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001;
(c) The description of the Company's Common Stock set forth under the
caption "Capital Stock to be Registered" in the Company's Registration Statement
on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed
with the Commission on April 13, 1973, which incorporates by reference the
information under "Common Stock" in the prospectus constituting a part of the
Company's Registration Statement on Form S-1, as amended and effective on March
14, 1972 (File No. 2-42505).
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder 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 part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement 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 subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the laws of New Jersey, the By-Laws of the Company and certain
contractual arrangements between the Company and its directors, the directors,
officers, employees and agents of the Company are entitled to be indemnified by
the Company against all expenses and liabilities incurred by them by reason of
any proceeding involving the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not breach his duty of loyalty to the Company or its shareholders and did not
receive and improper personal benefit.
In addition to such other rights of indemnification as they may have as
corporate agents of the Company, the Company shall defend, indemnify and hold
harmless the members of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any option granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid or payable by them in satisfaction of a judgment in any such action, suit
or proceeding, except a judgement based upon a finding of bad faith on the part
of the member of the Board of Directors seeking indemnification; provided that
II-1
upon the institution of any such action, suit or proceeding, the member shall,
in writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same before such member undertakes to handle
and defend it on his or her own behalf.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provision, the Company has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Offers and sales of Common Stock pursuant to the Plan are exempt from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2) and/or 2(11) of such Act and Rule 504 promulgated by the Commission as a
part of Regulation D.
ITEM 8. EXHIBITS
4(a) New Brunswick Scientific Co., Inc. 1999 Stock Option Plan for
Nonemployee Directors, is incorporated herein by reference to Exhibit A attached
to the Company's definitive proxy materials with respect to its1999 Annual
Meeting of Shareholders, filed with the Commission on April 14, 1999.
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of KPMG LLP
23(b) Consent of Norris, McLaughlin & Marcus, P.A. (included in
Exhibit 5)
24 Power of Attorney (included on signature page)
__________________________________________________________________________
*Filed herewith
ITEM 9. UNDERTAKINGS
(a) 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. 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(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
II-2
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(iv) 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.
(v) 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.
(b) The undersigned Registrant hereby undertakes 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 an
employee benefit 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.
(c) 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 foregoing provisions, 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.
II-3
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 Township of Edison, State of New Jersey on the 10th day of
September, 2001.
NEW BRUNSWICK SCIENTIFIC CO., INC.
By: /s/ David Freedman
-------------------------
David Freedman, Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David Freedman (with full power in each to act
alone), his true and lawful attorneys-in-fact, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) 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 each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming that all said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
Person Capacity Date
------ -------- ----
/s/ David Freedman Chairman of the Board September 10, 2001
- --------------------
David Freedman and Director
/s/ Sigmund Freedman Treasurer September 10, 2001
- ----------------------
Sigmund Freedman and Director
/s/ Samuel Eichenbaum Vice President, Finance September 10, 2001
- -----------------------
Samuel Eichenbaum and Chief Financial Officer
/s/ Peter Schkeeper Director September 10, 2001
- ---------------------
Peter Schkeeper
/s/ Kiyoshi Masuda Director September 10, 2001
- --------------------
Kiyoshi Masuda
/s/ Ernest Gross Director September 10, 2001
- ------------------
Ernest Gross
/s/ Kenneth Freedman Director September 10, 2001
- ----------------------
Kenneth Freedman
/s/ Dr. Jerome Birnbaum Director September 10, 2001
- --------------------------
Dr. Jerome Birnbaum
/s/ Dr. David Pramer Director September 10, 2001
- -----------------------
Dr. David Pramer
/s/ Daniel S. Van Riper Director September 10, 2001
- ---------------------------
Daniel S. Van Riper
Exhibit 5
September 10, 2001
New Brunswick Scientific Co., Inc.
44 Talmadge Road
Edison, New Jersey 08818-4005
Re: New Brunswick Scientific Co., Inc.
1999 Stock Option Plan for Nonemployee Directors
------------------------------------------------------
Ladies and Gentlemen:
We refer you to the proposed Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1993, of New Brunswick
Scientific Co., Inc. (the "Company") pertaining to the offer and sale by the
Company of 121,000 shares of the Company's Common Stock, $0.0625 par value (the
"Common Shares") pursuant to options granted from time to time under the
Company's 1999 Stock Option Plan for Nonemployee Directors (the "Plan").
We have acted as counsel to the Company in connection with the Registration
Statement. In such capacity, we have examined the Registration Statement,
copies of the Company's Certificate of Incorporation and amendments thereto, the
Plan, certificates of officers of the Company and of public officials and such
other corporate records and documents as we have deemed necessary in order to
express the opinion set forth below.
Based upon the foregoing examination, it is our opinion that upon the
issuance of certificates evidencing the Common Shares and delivery thereof in
exchange for payment of the option prices set forth under the Plan from time to
time, and upon satisfaction of all other conditions, if any, applicable to such
issuance, then the Common Shares shall be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm in the prospectus included
in such Registration Statement under the heading "Legal Matters."
Very truly yours,
NORRIS, McLAUGHLIN & MARCUS, P.A.
/s/ PETER D. HUTCHEON
PETER D. HUTCHEON,
A Member of the Firm
PDH:
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITOR'S
The Board of Directors and Shareholders
New Brunswick Scientific Co., Inc.
We consent to incorporation by reference in the registration statement related
to the New Brunswick Scientific Co., Inc., 1999 Stock Option Plan for
Nonemployee Directors on Form S-8 of New Brunswick Scientific Co., Inc., of our
report dated February 12, 2001, except as to the second paragraph of note 6,
which is as of March 27, 2001, relating to the consolidated balance sheets of
New Brunswick Scientific Co., Inc. and subsidiaries as of December 31, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity, cash flows and comprehensive loss for each of the years in the
three-year period ended December 31, 2000, and related financial statement
schedule, which report appears in the December 31, 2000 Annual Report on Form
10-K of New Brunswick Scientific Co., Inc. and to the reference to our firm
under the heading "Experts and Miscellaneous" in the registration statement.
KPMG LLP
/s/ KPMG LLP
Short Hills, New Jersey
September 10, 2001