As filed with the Securities and Exchange Commission on July 21, 2005
Registration No. 333-104683
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment No. 2
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 of (I.R.S. employer
incorporation or organization) identification no.)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address, including zip code, of registrant's principal executive offices)
___________________
2003 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated)
(Full title of the plan)
____________________
Judith A. Reinsdorf, 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:
Alan D. Schnitzer, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
_____________________
EXPLANATORY NOTE
On April 22, 2003, C. R. Bard, Inc. (the "Company") filed a registration
statement on Form S-8 (No. 333-104683) (the "Registration Statement"), which
registered 3,000,000 shares of common stock of the Company, par value $.25 per
share (the "Common Stock"), 3,000,000 common stock purchase rights and 1,200,000
restricted stock units, in each case to be offered or sold under the 2003 Long
Term Incentive Plan of C. R. Bard, Inc. (the "Plan"). Pursuant to General
Instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), the Registration Statement also registered an indeterminate
amount of interests to be offered or sold under the Plan (the "Plan Interests").
On June 3, 2004, the Company filed Post-Effective Amendment No. 1 to the
Registration Statement to reflect a one hundred percent increase in the number
of shares of Common Stock covered by the Registration Statement as a result of
the Company's two-for-one stock split effected in the form of a stock dividend
paid on May 28, 2004.
The Plan included a program in which certain of the Company's employees
could defer a portion of their commissions for the purchase from time to time of
Common Stock. The Company has discontinued the deferral feature of this program.
Accordingly, pursuant to the undertaking contained in the Registration
Statement, the Company is filing this Post-Effective Amendment No. 2 to
deregister any Plan Interests registered pursuant to the Registration Statement
that remain unsold as of the date this Post-Effective Amendment No. 2 is filed.
The Company does not deregister any of the Common Stock, common stock purchase
rights or restricted stock units issued or to be offered or sold under the Plan.
Item 8. Exhibits.
24.1 Power of Attorney*
________________
* Filed herewith
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 14th day of July 2005.
C. R. BARD, INC.
By: /s/ Todd C. Schermerhorn
---------------------------------
Name: Todd C. Schermerhorn
Title: Senior Vice President and
Chief Financial 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 14th day of July 2005.
Signature Title
--------- -----
*
- -------------------------------- Chairman and Chief Executive Officer and
Timothy M. Ring Director (Principal Executive Officer)
*
- -------------------------------- President, Chief Operating Officer and
John H. Weiland Director
/s/ Todd C. Schermerhorn
- -------------------------------- Senior Vice President and Chief Financial
Todd C. Schermerhorn Officer (Principal Financial Officer)
*
- -------------------------------- Vice President and Controller (Principal
Charles P. Grom Accounting Officer)
*
- --------------------------------
Marc C. Breslawsky Director
*
- --------------------------------
T. Kevin Dunnigan Director
*
- --------------------------------
Herbert L. Henkel Director
*
- --------------------------------
Theodore E. Martin Director
*
- --------------------------------
Gail K. Naughton Director
*
- --------------------------------
Anthony Welters Director
*
- --------------------------------
Tony L. White Director
* By: /s/ Todd C. Schermerhorn
Attorney-in-Fact
Exhibit 24.1
C. R. BARD, INC.
POWER OF ATTORNEY
KNOW ALL 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 TIMOTHY M. RING and
TODD C. SCHERMERHORN 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 2003 Long Term Incentive Plan, including, without limitation, the
power and authority to sign the name of each of the undersigned in the
capacities indicated below to the Registration Statement on Form S-8 or any 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 such Registration Statement, whether such amendments or
supplements are filed before or after the effective date of such Registration
Statement, and to any and all instruments or documents filed as part of or in
connection with 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 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.
[Balance of Page Intentionally Blank]
IN WITNESS HEREOF, each of the undersigned has subscribed his or her name
as of the ____ day of ____________ 2005.
/s/ John H. Weiland
----------------------------------
Name: John H. Weiland
Title: President, Chief Operating Officer
and Director
/s/ Gail K. Naughton
----------------------------------
Name: Gail K. Naughton
Title: Director