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BCR > SEC Filings for BCR > Form 8-K on 30-Oct-2012All Recent SEC Filings

Show all filings for BARD C R INC /NJ/

Form 8-K for BARD C R INC /NJ/


30-Oct-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On October 25, 2012, C. R. Bard, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, in connection with the offer and sale of $500,000,000 aggregate principal amount of 1.375% notes due 2018 (the "Notes"). A copy of the Underwriting Agreement is attached as Exhibit 1.1.

The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-171166) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on December 15, 2010, as supplemented by the final prospectus supplement, dated October 25, 2012 and filed with the SEC on October 26, 2012.

The Notes were issued pursuant to an indenture dated as of December 20, 2010 (the "Base Indenture") between the Company and Wells Fargo Bank, National Association, as trustee, as supplemented by a first supplemental indenture dated as of December 20, 2010 (the "First Supplemental Indenture") and a second supplemental indenture dated as of October 30, 2012 (the "Second Supplemental Indenture"). A copy of the Base Indenture and the First Supplemental Indenture have been filed as Exhibit 4.1 and Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on December 20, 2010. A copy of the Second Supplemental Indenture, including the form of the Notes, is attached hereto as Exhibit 4.1.

The above descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Notes in this report are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. Each of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the form of the Notes is incorporated herein by reference into the Registration Statement.

In connection with the offering of the Notes, the Company is filing as Exhibit 5.1 and Exhibit 5.2 hereto opinions of counsel addressing the validity of the Notes and certain related matters. Such opinions are incorporated by reference into the Registration Statement.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement, dated October 25, 2012, by and among C. R.
             Bard, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
             Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as
             representatives of the several underwriters named therein.

 4.1         Second Supplemental Indenture, dated as of October 30, 2012, between
             C. R. Bard, Inc. and Wells Fargo Bank, National Association, as
             Trustee.

 4.2         Form of 1.375% Notes due 2018 (included as Exhibit A in Exhibit 4.1).

 5.1         Opinion of Weil, Gotshal & Manges LLP.

 5.2         Opinion of Drinker Biddle & Reath LLP.

23.1         Consent of Weil, Gotshal & Manges LLP (included as part of Exhibit
             5.1).

23.2         Consent of Drinker Biddle & Reath LLP (included as part of Exhibit
             5.2).


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