As filed with the Securities and Exchange Commission on
September 8, 1995. Registration No. 33- __________
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NELLCOR PURITAN BENNETT INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-2789249
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4280 HACIENDA DRIVE, PLEASANTON, CA 94588
(Address of Principal Executive Offices) (Zip Code)
NELLCOR INCORPORATED 1994 EQUITY INCENTIVE PLAN
(Full title of the plan)
LAUREEN DEBUONO
EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES, GENERAL COUNSEL
AND SECRETARY
NELLCOR PURITAN BENNETT INCORPORATED
4280 HACIENDA DRIVE, PLEASANTON, CA 94588
(Name and address of agent for service)
510-463-4000
(Telephone number, including area code,
of agent for service)
_____________________________
Calculation of Registration Fee
_________________________________________________________________
Proposed Proposed
Title of Number Maximum Maximum Amount of
Securities of shares Offering Aggregate Regis-
to be to be Price Per Offering tration
Registered Registered Share Price Fee
_________________________________________________________________
Common Stock 1,000,000 $* 51.125 $51,125,000 $** 17,629.31
___________________________________________________________
* Estimate based on the average of the high and low sales
prices of the Company's Common Stock on August 31,
1995, as reported by the Nasdaq National Market.
** Calculated pursuant to paragraphs (h)(1) and (c)
of SEC Rule 457.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement on
Form S-8 (file no. 33-87490), filed with the Commission
on December 16, 1994, are incorporated by reference herein,
except as the same may be modified by the information set
forth herein.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
Exh. No. Description
-------- -----------
4.1 Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K
for the year ended July 7, 1991).
4.2 Certificate of Amendment to Restated
Certificate of Incorporation.
4.3 Certificate of Determination of Preferences of
Series A Junior Participating Preferred Stock
of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended July 7,
1991).
4.4 Bylaws (filed as Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for
the year ended July 3, 1994 and incorporated
herein by reference).
4.5 Nellcor Incorporated 1994 Equity Incentive
Plan, as amended.
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5 Opinion of Morrison & Foerster.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Morrison & Foerster (included in
Exhibit 5).
24 Manually executed Powers of Attorney (located
on signature pages hereof).
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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 City of Pleasanton, State of California on
September 8, 1995.
NELLCOR PURITAN BENNETT
INCORPORATED
By: /s/ C. RAYMOND LARKIN, JR.
---------------------------------
C. Raymond Larkin, Jr.
President and Chief
Executive Officer
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
persons hereby constitutes and appoints C. Raymond Larkin, Jr., Michael P.
Downey and Laureen DeBuono, and each of them, whether acting individually or
jointly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents 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 as to all intents and
purposes he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do
and 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.
Signature Title Date
---------------------- ------------ -------------
President, Chief Executive
/s/C. RAYMOND LARKIN JR. Officer and Director September 8, 1995
---------------------- (principal executive
C. Raymond Larkin, Jr. officer)
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/s/MICHAEL P. DOWNEY Executive Vice President and September 8, 1995
--------------------- Chief Financial Officer
Michael P. Downey (principal financial
and accounting officer)
/s/BURTON A. DOLE, JR. Director September 8, 1995
-----------------------
Burton A. Dole, Jr.
/s/ROBERT J. GLASER, M.D. Director September 8, 1995
-----------------------
Robert J. Glaser, M.D.
/s/FREDERICK M. GRAFTON Director September 8, 1995
-----------------------
Frederick M. Grafton
/s/DONALD L. HAMMOND Director September 8, 1995
-----------------------
Donald L. Hammond
/s/THOMAS A. MCDONNELL Director September 8, 1995
-----------------------
Thomas A. McDonnell
/s/WALTER J. MCNERNEY Director September 8, 1995
-----------------------
Walter J. McNerney
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