As filed with the Securities and Exchange Commission on June 3, 2004
Registration Nos. 333-86668, 333-59156, 333-55684, 333-
78089, 333-51793, 333-69857, 333-
30217, 333-07189, 33-35544, 33-64874,
333-104683 and 333-05997
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to Registration Statements Nos. 333-86668, 333-
59156, 333-55684, 333-78089, 333-69857, 333-30217, 333-07189, 33-35544,
33-64874, 333-104683 and 333-05997
Post-Effective Amendment No. 2 to Registration Statement No. 333-51793
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1454160
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification no.)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address, including zip code, of registrant's principal executive offices)
-------------------
1990 Stock Option Plan
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.
C. R. Bard, Inc. Management Stock Purchase Plan
Employees' Retirement Savings Plan of C. R. Bard, Inc.
2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated)
(Full title of the plans)
--------------------
Nadia J. Bernstein, 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)
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Copies of all notices, orders and communication to:
Alan D. Schnitzer, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
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EXPLANATORY NOTE
This Post-Effective Amendment to the Company's Registration
Statements on Form S-8 (Nos. 333-86668, 333-59156, 333-55684, 333-78089,
333-51793, 333-69857, 333-30217, 333-07189, 33-35544, 33-64874, 333-104683 and
333-05997) (the "Registration Statements"), which relate to the Company's
equity-based compensation plans, is filed by the Company pursuant to Rule
416(b) under the Securities Act of 1933, as amended (the "Securities Act"), to
reflect a one hundred percent increase in the number of shares of common
stock, $.25 par value, of the Company (the "Common Stock"), covered by such
Registration Statements as a result of the Company's two-for-one stock split
effected in the form of a stock dividend payable on May 28, 2004 to
shareholders of record on May 17, 2004. Pursuant to Rule 416(a) under the
Securities Act, the Registration Statements are also amended to cover any
additional shares of Common Stock which may be issued under the applicable
equity-based compensation plans to prevent dilution resulting from any
subsequent stock split, stock dividend or similar transaction.
The contents of the Registration Statements are hereby incorporated
by reference pursuant to General Instruction E on Form S-8.
1. 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.
2. 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 on Form S-8.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement pursuant to
General Instruction E 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 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 on Form S-8.
Item 7. Exemption from Registration Claimed.
Not applicable.
1
Item 8. Exhibits.
5 Opinion of Drinker Biddle & Reath LLP, regarding legality of
securities being registered*
23.1 Consent of Independent Registered Public Accounting Firm*
23.2 Information Regarding Consent of Arthur Andersen LLP*
23.3 Consent of Drinker Biddle & Reath LLP (included in
Exhibit 5)
24 Powers of Attorney*
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* Filed herewith
Item 9. Undertakings.
Not required to be filed with this Registration Statement pursuant to
General Instruction E on Form S-8.
2
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 this Post-Effective Amendment to 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 3rd day of June 2004.
C. R. BARD, INC.
By: /s/ Timothy M. Ring
-----------------------------------
Name: Timothy M. Ring
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 3rd day of June 2004.
Signature Title
*
- ------------------------------ Chairman and Chief Executive Officer
Timothy M. Ring and Director (Principal Executive Officer)
*
- ------------------------------ Senior Vice President and Chief Financial
Todd C. Schermerhorn Officer (Principal Financial Officer)
*
- ------------------------------ Vice President and Controller (Principal
Charles P. Grom Accounting Officer)
*
- ------------------------------ Director
Marc C. Breslawsky
* Director
- ------------------------------
T. Kevin Dunnigan
*
- ------------------------------ Director
Herbert L. Henkel
*
- ------------------------------ Director
William H. Longfield
*
- ------------------------------ Director
Theodore E. Martin
*
- ------------------------------ Director
Anthony Welters
*
- ------------------------------ Director
Tony L. White
* By: /s/ Timothy M. Ring
-------------------------
Timothy M. Ring
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Drinker Biddle & Reath LLP, regarding legality of
securities being registered*
23.1 Consent of Independent Registered Public Accounting Firm*
23.2 Information Regarding Consent of Arthur Andersen LLP*
23.3 Consent of Drinker Biddle & Reath LLP (included in
Exhibit 5)
24 Powers of Attorney*
- --------------------
* Filed electronically herewith