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 1995 MERGER STOCK 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 550,000 $51.125* $28,118,750 $9,696.12**
________________________________________________________________________________
* 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 following documents are incorporated by reference herein:
(a) The Company's annual report on Form 10-K for the fiscal year
ended July 3, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports filed by the Company since July 3, 1994 with
the Securities and Exchange Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(c) The description of the Company's Common Stock contained in the
registration statement filed on Form 8-A with the Securities and
Exchange Commission under the Exchange Act on September 15, 1986,
including any amendments and reports filed for the purpose of
updating such description.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, is empowered by Section 145 of
the Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the Company.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Company's Bylaws provide that the Company shall indemnify its
directors, and may indemnify its officers, to the full extent permitted by law.
The Company has entered into agreements with each of its directors and executive
officers, and with certain other employees, providing that the Company will
indemnify those persons to the full extent permitted by law against claims
arising out of their actions as agents of the Company and will advance expenses
of defending against such claims. The Company believes that indemnification
under its Bylaws or under such contracts covers at least negligence and gross
negligence by such directors, executive officers and other employees, and
requires the Company to advance litigation expenses in the case of stockholder
derivative or other actions against an undertaking by the indemnitee to repay
such advances if it is ultimately determined that the indemnitee is not entitled
to indemnification. The Company may enter into similar indemnification
agreements with other officers, employees or directors in the future.
The Company is also empowered by Section 102(b) of the DGCL to include
a provision in its certificate of incorporation to limit a director's liability
to the Company or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Article Tenth of the Restated Certificate of
Incorporation of the Company provides that the personal liability of the
directors of the Company is eliminated to the fullest extent permitted by the
DGCL.
The Company presently maintains directors and officers liability
insurance coverage.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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 1995 Merger Stock Incentive Plan.
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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ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
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;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each post-effective amendment
referred to in undertaking (a) above 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) 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;
(d) That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 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;
(e) That, insofar as indemnification for liabilities arising under
the Act 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
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claim for indemnification against such liability (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.
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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
-------------------------- -------------------------- -----------------
/s/ C. RAYMOND LARKIN, JR. President, Chief Executive September 8, 1995
-------------------------- Officer and Director
C. Raymond Larkin, Jr. (principal executive
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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