Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
Commission File Number 0-1052
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2170233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Ashby Road, Bedford, MA 01730
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 617-275-9200
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein and will not be contained to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of Form 10-K or any amendment to this
Form 10-K [ ]
As of January 31, 1995, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant was approximately
$1,140,000,000 based on the closing price on that date on the New York Stock
Exchange.
As of February 25, 1995, 23,095,750 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated into Form 10K
1994 Annual Report to Shareholders Parts I and II
(pages 25-43 only)
Definitive Proxy Statement Part III
dated March 17, 1995
-1-
Item 1. Business.
The Company
Millipore Corporation was incorporated under the laws of Massachusetts on
May 3, 1954. Millipore and its subsidiaries operate in a single business
segment, the analysis, identification and purification of fluids using
separations technology. Business segment information is discussed in Note M
to the Millipore Corporation Consolidated Financial Statements (the "Financial
Statements") included in the Millipore Corporation Annual Report to
Shareholders for the year ended December 31, 1994 (the "Annual Report"), which
note is hereby incorporated herein by reference. Unless the context otherwise
requires, the terms "Millipore" or the "Company" mean Millipore Corporation
and its subsidiaries.
On November 11, 1993, Millipore announced that its Board of Directors had
approved a plan to focus the Company on its membrane business and to divest
operations of its Instrumentation Divisions (the Waters Chromatography
business and the non-membrane bioscience instrument business). These
Divisions with separate product lines and with separate customers have been
accounted for as discontinued operations.
In August of 1994 Millipore completed the divestiture of its
Instrumentation Divisions (the Waters Chromatography business and the non-
membrane bioscience instrument business). The Company realized a net loss in
1994 upon the disposition of these Divisions of $3.4 million which included
all costs estimated to be incurred in connection with the divestitures as well
as the pre-tax operating losses generated by the Divisions from November 11,
1993 through the completion of the divestitures. Net cash proceeds from the
divestitures were $258 million and the Company spent $216 million of such
proceeds to buy back shares of its Common Stock in a Dutch Auction Self
Tender. In the balance of 1994 the Company spent an additional $78 million in
connection with its $100 million open market share repurchase program. As a
result as of December 31, 1994 there were 23,133,217 shares of the Company's
Common Stock outstanding as compared with 28,191,515 shares on February 25,
1994.
Millipore is a leader in the field of membrane separations technology.
The Company develops, manufactures and sells products which are used primarily
for the analysis and purification of fluids. The Company's products are based
on a variety of membranes and certain other technologies that effect
separations, principally through physical and chemical methods. Millipore is
an integrated multinational manufacturer of these products. During 1994,
approximately 64% of Millipore's net sales were made to customers outside the
Americas. For financial information concerning foreign and domestic
operations and export sales, see Note M to the Financial Statements.
Products and Technologies
For analytical applications, the Company's products are used to gain
knowledge about a molecule, compound or micro-organism by detecting,
identifying and quantifying the relevant components of a sample. For
purification applications, the Company's products are used in manufacturing
-2-
and research operations to isolate and purify specific components or to remove
contaminants.
The principal separation technologies utilized by the Company are based
on membrane filters, and certain chemistries, resins and enzyme immunoassays.
Membranes are used to filter either the wanted or the unwanted particulate,
bacterial, molecular or viral entities from fluids, or concentrate and retain
such entities (in the fluid) for further processing. Some of the Company's
newer membrane materials also use affinity, ion-exchange or electrical charge
mechanisms for separation.
Both analytical and purification products incorporate membrane and other
technologies. The Company's products include disc and cartridge filters and
housings of various sizes and configurations, filter-based test kits and
precision pumps and other ancillary equipment and supplies.
The Company has more than 3,000 products. Most of the Company's products
are listed in its catalogs and are sold as standard items, systems or devices.
For special applications, the Company assembles custom products, usually based
upon standard modules and components. In certain instances, the Company also
designs and engineers process systems specifically for the customer.
Customers and Markets
The Company sells its products primarily to customers in the following
markets: pharmaceutical/biotechnology, microelectronics, chemical and food and
beverage companies; government, university and private research and testing
laboratories; and health care and medical facilities. Within each of these
markets, the Company focuses its sales efforts upon those segments where
customers have specific requirements which can be satisfied by the Company's
products.
Pharmaceutical/Biotechnology Industry. The Company's products are used
by the pharmaceutical/biotechnology industry in sterilization, including virus
reduction, and sterility testing of products such as antibiotics, vaccines,
vitamins and protein solutions; concentration and fractionation of biological
molecules such as vaccines and blood products; cell harvesting; isolation and
purification of compounds from complex mixtures and the purification of water
for laboratory use. The Company's membrane products also play an important
role in the development of new drugs; in addition, Millipore has developed and
is developing products for biopharmaceutical applications in order to meet the
purification requirements of the biotechnology industry.
Microelectronics Industry. The microelectronics industry uses the
Company's products to purify (by removing particles and unwanted contaminating
molecules), deliver, and monitor the liquids and gases used in the
manufacturing processes of semiconductors and other microelectronics
components.
Chemical Industry. This industry uses the Company's products for
purification of reagent grade chemicals, for monitoring in the industrial
workplace and of waste streams and in the purification of water for laboratory
use.
-3-
Food and Beverage Industry. The Company's products are widely used by
the food and beverage industry in quality control and process applications
principally to monitor for microbiological contamination; to remove bacteria
and yeast from products such as wine and beer, in order to prevent spoilage,
and in producing pure water for laboratory use.
Universities and Government Agencies. Universities, government and
private and corporate research and testing laboratories, environmental science
laboratories and regulatory agencies purchase a wide range of the Company's
products. Typical applications include: purification of proteins; cell
culture, structure studies and interactions; concentration of biological
molecules; fractionation of complex molecular mixtures; and collection of
microorganisms. The Company's water purification products are used
extensively by these organizations to prepare high purity water for sensitive
assays and the preparation of tissue culture media.
Health Care and Medical Research. Customers in this field include
hospitals, clinical laboratories, medical schools and medical research
institutions who use the Company's products to filter particulate and
bacterial contaminants which may be present in intravenous solutions, and its
water purification products to produce high purity water.
Sales and Marketing
The Company sells its products within the United States primarily to end
users through its own direct sales force. The Company sells its products in
foreign markets through the sales forces of its subsidiaries and branches
located in more than 25 major industrialized and developing countries as well
as through independent distributors in other parts of the world. During 1994,
the Company's marketing, sales and service forces consisted of approximately
281 employees in the United States and 617 employees abroad.
The Company's marketing efforts focus on application development for
existing products and on new and differentiated products for other existing,
newly-identified and proposed customer uses. The Company seeks to educate
customers as to the variety of analytical and purification problems which may
be addressed by its products and to adapt its products and technologies to
separations problems identified by customers.
The Company believes that its technical support services are important to
its marketing efforts. These services include assistance in defining the
customer's needs, evaluating alternative solutions, designing a specific
system to perform the desired separation training users, and assisting
customers in compliance with relevant government regulations.
-4-
Research and Development
In its role as a pioneer of membrane separations Millipore has
traditionally placed heavy emphasis on research and development. Research and
development activities include the extension and enhancement of existing
separations technologies to respond to new applications, the development of
new membranes, and the upgrading of membrane based systems to afford the user
greater purification capabilities. Research and development efforts also
identify new separations applications to which disposable separations devices
would be responsive, and develop new configurations into which membrane and
ion exchange separations media can be fabricated to efficiently respond to the
applications identified. Instruments, hardware, and accessories are also
developed to incorporate membranes, modules and devices into total separations
systems. Introduction of new applications frequently requires considerable
market development prior to the generation of revenues. Millipore performs
substantially all of its own research and development and does not provide
material amounts of research services for others. Millipore's research and
development expenses in 1992, 1993 and 1994 with respect to continuing
operations were, $32,953,000, $34,952,000 and $34,327,000 respectively.
When it believes it to be in its long-term interests, the Company will
license newly developed technology from unaffiliated third parties and/or will
acquire exclusive distribution rights with respect thereto.
Competition
The Company's continuing operations face intense competition in all of
its markets. The Company believes that its principal competitors include Pall
Corporation, Barnstead Thermolyne Corporation, Sartorius GmbH, and Gelman,
Inc., Certain of the Company's competitors are larger and have greater
resources than the Company. However, the Company believes that it offers a
broader line of products, making use of a wider range of separations
technologies and addressing a broader range of applications than any single
competitor.
While price is an important factor, the Company competes primarily on the
basis of technical expertise, product quality and responsiveness to customer
needs, including service and technical support.
Acquisitions, Restructuring, and Divestitures
On November 11, 1993 Millipore announced that its Board of Directors had
approved a plan to divest its Instrumentation Divisions (the Waters
Chromatography and non-membrane bioscience businesses) in order to focus the
Company on its membrane business. The Waters Chromatography business was
acquired in 1980. Growth in the analytical instrument market has been limited
in the past few years, and the Company believes that the divestiture of its
chromatography business along with that of its non-membrane bioscience
business, will enable Millipore to better serve its membrane customers,
-5-
improve operating performance and increase shareholder value. The
divestitures were completed in August of 1994 and resulted in a net loss of
$3.4 million as detailed under the subheading "The Company" above. In the
years 1986-1988 the Company expanded its MilliGen division in order to extend
its analytical and chemical capabilities into the bio-instrumentation and
chemicals field. In 1990 this business was consolidated into Millipore's then
existing businesses.
At the time of the 1990 consolidation of MilliGen, the Company took
certain other actions to improve profitability. These measures in total
resulted in a non-recurring charge in the fourth quarter of 1990 amounting to
$34,750,000. The Company took a further charge, with respect to the
restructuring of its Waters Chromatography Division, of $13,000,000 in the
first quarter of 1993.
In the five-year period prior to its November 11, 1993 announcement
concerning the sale of its Waters Chromatography and non-membrane bioscience
business, the Company undertook a number of initiatives to expand its business
into new markets within the field of analysis and purification. The Company
made several small, strategic acquisitions to accelerate technology and market
development in its several divisions. These included the acquisition of the
Bio Image division of Kodak in 1989, Extrel Corporation in February of 1992,
Immunosystems Incorporated in July of 1992, and the Ceraflo (ceramic modules)
manufacturing business of the Norton Company in October 1992, which business
it sold in 1994 for a small loss.
In November of 1989, the Company sold its process water division for
approximately $54,000,000 in cash. Included in the transaction were the
worldwide facilities and equipment and other assets for developing,
manufacturing and marketing that division's complete line of water
purification products, other than its laboratory scale water business. Also
included were the Company's 18 service deionization branches located
throughout the continental United States. This transaction was the subject of
litigation brought by Eastern Enterprises which was settled in the fourth
quarter of 1994 (see "Legal Proceedings").
Other Information
In April, 1988, the Company adopted a shareholder rights plan (the
"Rights Plan") and declared a dividend to its shareholders of the right to
purchase (a "Right"), for each share of Millipore Common Stock owned, one
additional share of Millipore Common Stock at a price of $160 for each share.
The Rights Plan is designed to protect Millipore's shareholders from attempts
by others to acquire Millipore on terms or by using tactics that could deny
all shareholders the opportunity to realize the full value of their
investment. The Rights will be exercisable only if a person or group of
affiliated or associated persons acquires beneficial ownership of 20% or more
of the outstanding shares of the Company Common Stock or commences a tender or
exchange offer that would result in a person or group owning 20% or more of
the outstanding Common Stock. In such event, or in the event that Millipore
is subsequently acquired in a merger or other business combination, each Right
will entitle its holder to purchase, at the then current exercise price,
shares of the common stock of the surviving company having a value equal to
twice the exercise price.
-6-
Millipore has been granted a number of patents and licenses and has other
patent applications pending both in the United States and abroad. While these
patents and licenses are viewed
as valuable assets, Millipore's patent position is not of material importance
to its operations. Millipore also owns a number of trademarks, the most
significant being "Millipore."
Millipore's products are made from a wide variety of raw materials which
are generally available in quantity from alternate sources of supply; as a
result, Millipore is not substantially dependent upon any single supplier.
Millipore's business is neither seasonal nor dependent upon a single or
limited group of customers.
Bringing the Company's facilities into compliance with federal, state and
local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has not, to date, had
a material effect upon Millipore's capital expenditures, earnings or
competitive position. (See "Legal Proceedings.")
As of December 31, 1994, Millipore's continuing operations employed 3,117
persons worldwide, of whom 1,640 were employed in the United States and 1,477
overseas.
Executive Officers of Millipore
-7-
There follows a listing as of March 1, 1995 of the Executive Officers of
Millipore. All of the following individuals were elected to serve until the
Directors Meeting next following the 1995 Annual Stockholders Meeting.
First Elected:
To
An Present
Name Age Office Officer Office
John A. Gilmartin 52 Chairman of the Board 1980 1986
President and Chief (Chairman
Executive Officer of in 1987)
the Corporation
Geoffrey Nunes 64 Senior Vice President 1976 1980
General Counsel
Glenda K. Burkhart 43 Vice President 1993 1993
of the Corporation
Michael P. Carroll 44 Vice President of the Corporation
Chief Financial Officer and
Treasurer 1992 1992
Douglas B. Jacoby 48 Vice President 1989 1989
of the Corporation
John E. Lary 48 Vice President 1994 1994
of the Corporation
Mr. Gilmartin joined Millipore's finance department in 1979, was elected
Vice President and Chief Financial Officer in 1980, Senior Vice President in
1982, and to the additional position of President of the Membrane Division in
1985. In 1986, Mr. Gilmartin was elected President and Chief Executive
Officer of the Company and to the additional position of Chairman in 1987.
Mr. Nunes joined Millipore in 1976 as Vice President and General Counsel
and was elected a Senior Vice President in 1980.
Ms. Burkhart joined Millipore in 1993 as Corporate Vice President/Human
Resources. Prior to joining Millipore, she was a principal of Mass Burkhart,
a strategy consulting firm (1991-1993), responsible for organization
development and work force planning for Exxon Chemical (1989-1991), a
principal for Synectics, an organizational development consulting firm (1987-
1989), and a consultant for Bain and Co., a strategy consulting firm (1985-
1987).
Mr. Carroll joined Millipore in 1986 as Vice President/Finance for the
Membrane Products Division following a ten-year career in the general practice
audit division of Coopers and Lybrand. In 1988, Mr. Carroll assumed the
position of Vice President of Information Systems (worldwide) and in December
of 1990, he became the Vice President of Finance for the Company's Waters
Chromatography Division. Mr. Carroll was elected to his current position in
February, 1992.
-8-
Mr. Jacoby joined Millipore in 1975. After serving in various sales and
marketing capacities, Mr. Jacoby became Director of Marketing for the
Millipore Membrane Products Division in 1983 and in 1985, he assumed the
position of General Manager of the Membrane Pharmaceutical Division. Since
1987, Mr. Jacoby has been responsible for the Company's process membrane
business. Mr. Jacoby was elected a Corporate officer in December, 1989.
Mr. Lary was elected a Corporate Vice President in November 1994, and is
responsible for the worldwide operations of the Company. From May of 1993
until his election as a Corporate Vice President, Mr. Lary served as Senior
Vice President and General Manager of the Americas Operation. For the ten
years prior to that time, he served as Senior Vice President of the Membrane
Operations Division of Millipore.
-9-
Item 2. Properties.
Millipore owns in excess of 1.1 million square feet of facilities located
in the United States, Europe and Japan. The following table identifies the
principal properties owned by Millipore and describes the purpose, floor space
and land area of each.
Sq.Ft.
of Floor Land
Location Facility Space Area
Bedford, Executive Offices, research, 346,000 32 acres
Mass. pilot production & warehouse
Cidra, Manufacturing, warehouse
Puerto Rico and office 134,000 36 acres
Jaffrey, Manufacturing, warehouse 169,000 32 acres
N.H. and office
Molsheim, Manufacturing, warehouse 165,200 20 acres
France and office
Yonezawa, Manufacturing and warehouse 156,300 7 acres
Japan
Cork, Manufacturing 83,000 20 acres
Ireland
St. Quentin Office and research 50,000 5 acres
France
_____________________________________
In addition to the above properties, Millipore has entered into a long
term lease for premises abutting its Bedford facility. This lease makes
75,000 square feet of building available to Millipore and contains rights of
first refusal and options with respect to the purchase of the premises by
Millipore. During 1988 Millipore entered into a 10-year lease for a building
of 130,000 square feet located in Burlington, Massachusetts, approximately 5
miles from its Bedford headquarters. This lease contains a single 5-year
extension option. In 1991 the Company entered into a 15-year lease with
renewal options for an aggregate of 20 years, as well as a purchase option
covering a 134,000 square foot building which is adjacent to the leased
property referred to in the first sentence of this paragraph, and which is
being held for expansion purposes, initially the consolidation of the
Company's Process System Division (part of the Membrane Process Group).
In addition to its foregoing properties, Millipore currently leases
various manufacturing, sales, warehouse, and administrative facilities
throughout the world. Such leases expire at different times through 2006.
The rented space aggregate is approximately 666,000 square feet and cost was
approximately $6,197,000 in 1994. No single lease, in the opinion of
Millipore, is material to its operations.
-10-
Millipore is of the opinion that all the facilities owned or leased by it
are well maintained, appropriately insured, in good operating condition and
suitable for their present uses.
Item 3. Legal Proceedings.
Millipore has settled its suit in the Superior Court for Middlesex
County, Massachusetts brought against it by Eastern Enterprises and its
subsidiary, Ionpure Technologies, Inc. ("Ionpure") alleging misrepresentations
made in conjunction with the sale by Millipore of its Process Water Division
to Ionpure in November of 1989. The settlement became final in December of
1994 and resulted in a payment by Millipore to Eastern Enterprises of $9.0
million. The Company incurred an additional $1.8M in costs related to this
matter.
Millipore has been, over the last 12 years, notified in ten
instances that the United States Environmental Protection Agency
("EPA") has determined that a release or a substantial threat of a
release of hazardous substances (a "Release") as defined in Section 101
of the Comprehensive Environmental Response Compensation and Liability
Act of 1980 ("CERCLA") as amended by the Superfund Amendments and
Reauthorization Act of 1986 (SARA) (the so-called "Superfund" law) has
occurred at certain sites to which chemical wastes generated by the
manufacturing operations of Millipore or one of its divisions may have
been sent. These notifications typically also allege that Millipore
may be a responsible party under CERCLA with respect to any remedial
action needed to control or prevent any such Release. Under CERCLA the
EPA may undertake remedial action in response to a Release and
responsible parties may be liable, without regard to fault or
negligence, for costs incurred. As a result it is possible, although
highly unlikely given the large number and size of financially solvent
corporations participating at each site who have been similarly
notified, that the Company might be liable for all of the costs
incurred in such a cleanup. In each instance Millipore knows that it
is only one of many companies and entities which received such
notification and who may likewise be held liable for any such remedial
costs. In seven separate instances involving a total of ten such
sites, the Company has entered into consent decrees, paid approximately
$14.0 million, and received partial releases. The Company believes it
has established reserves sufficient to satisfy all known claims by the
EPA, and that in any event the aggregate of any future potential
liabilities should not have a material adverse effect on Millipore's
financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
This item is not applicable.
PART II
Item 5. Market for Millipore's Common Stock, and Related Stockholder Matters.
-11-
The information called for by this item is set forth under the caption
"Millipore Stock Prices" on page 43 of Millipore's Annual Report to
Shareholders for the year ended December 31, 1994, which information is hereby
incorporated herein by reference.
Item 6. Selected Financial Data.
The information called for by this item is set forth under the caption
"Millipore Corporation Eleven Year Summary of Operations" on pages 40 and 41
of Millipore's Annual Report to Shareholders for the year ended December 31,
1994, which information is hereby incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
The information called for by this item is set forth under the caption
"Management's Discussion and Analysis" on pages 25 and 26 of Millipore's
Annual Report to Shareholders for the year ended
December 31, 1994, which information is hereby incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data.
The information called for by this item is set forth on pages 27 to 39
and under the caption "Quarterly Results (Unaudited)" on page 42 of
Millipore's Annual Report to Shareholders for the year ended December 31,
1994, which information is hereby incorporated herein by reference.
Item 9. Disagreements on Accounting and Financial Disclosure.
This item is not applicable.
PART III
Item 10. Directors and Executive Officers of Millipore.
The information called for by this item with respect to registrant's
directors and compliance with Section 16(a) of the Securities Exchange Act of
1934 as amended is set forth under the caption "Management and Election of
Directors--Nominees for Election as Directors" on pages 2 - 8 of Millipore's
definitive Proxy Statement, dated March 17, 1995, for Millipore's Annual
Meeting of Stockholders to be held on April 20, 1995, which information is
hereby incorporated herein by reference.
Information called for by this item with respect to registrant's
executive officers is set forth under "Executive Officers of Millipore" in
Item 1 of this report.
Item 11. Executive Compensation.
The information called for by this item is set forth under the caption
"Management and Election of Directors-Executive Compensation" on pages 11 -
16 of Millipore's definitive Proxy Statement, dated March 17, 1995, for
Millipore's Annual Meeting of Stockholders to be held on April 20, 1995, which
information is hereby incorporated herein by reference.
-12-
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information called for by this item is set forth under the caption
"Ownership of Millipore Common Stock" on page 17 of Millipore's definitive
Proxy Statement, dated March 17, 1995, for Millipore's Annual Meeting of
Stockholders to be held
April 20, 1995, which information is hereby incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information called for by this item is set forth under the caption
"Management and Election of Directors - Executive Compensation" on pages 2 - 8
and 13 - 16 of Millipore's definitive Proxy Statement, dated March 17, 1995,
for Millipore's Annual Meeting of Stockholders to be held on April 20, 1995,
which information is hereby incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements
The financial statements set forth on pages 27 through 39, the Report of
Independent Accountants on Page 39 and the Quarterly Results (Unaudited) set
forth on page 42 of Millipore's Annual Report to Shareholders for the year
ended December 31, 1994, are hereby incorporated herein by reference. Filed
as part of this report are:
(1) Consent of Independent Accountants relating to the incorporation of
their report on the Consolidated Financial Statements into Registrant's
Securities Act Registration Nos. 2-72124, 2-85698, 2-91432, 2-97280, 33-37319,
33-37323 and 33-11-790 on Form S-8 and Securities Act Registration Nos. 2-
84252, 33-9706, 33-20792, 33-22196, 33-47213 on Form S-3.
No financial statement schedules have been included because they are not
applicable or not required under Regulation S-X.
Items 5 through 8 and Item 14 (a) (1) of this Annual Report on Form 10-K
incorporate only the indicated portions of Pages 25 through 42 of Millipore's
Annual Report to Shareholders for the year ended December 31, 1994; no other
portion of such Annual Report to Shareholders shall be deemed to be
incorporated herein or filed with the Commission.
For purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrant's Registration Statements on Form
S-8 Nos.: 2-72124; 2-85698; 2-91432; 2-97280; 33-37319; 33-37323 and 33-11-
790:
-13-
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (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 Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (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.
-14-
3. Exhibits:
A. Incorporated by Reference
Document Incorporated Referenced Document on
file with the Commission
(3) Amendment to Restated Articles Form 10-K Report for
of Organization dated May 22, year ended 12/31/87
1987 and By Laws and Form 10-K Report
for year ended 12/31/90
respectively
(4) Indenture dated as of May 3, Registration Statement
1995, relating to the issuance on Form S-4 (No.
of $100,000,000 principal amount 33-58117); and an
of Registrant's 6.78% Senior accompanying Form T-1
Notes due 2004
(10) Except as included in this filing and set forth under "B"
below, all of Millipore's various employee benefit and executive
compensation plans and arrangements are incorporated herein by
reference to the indicated documents filed with the Commission:
Document Referenced Document on File
Incorporated with the Commission:
Shareholder Rights Agreement Form 8-K Report for April, 1988
dated as of April 15, 1988
between Millipore and The
First National Bank of Boston
Long Term Restricted Stock Form 10-K Report for the year
(Incentive) Plan for Senior ended December 31, 1984.
Management*
1985 Combined Stock Option Form 10-K Report for the year
Plan ended December 31, 1985
Supplemental Savings and Form 10-K Report for the year
Retirement Plan for Key ended December 31, 1984.
Salaried Employees of
Millipore Corporation
Long Term Performance Plan Form 10-K Report for the year
for Senior Executives ended December 31, 1984.
Executive Termination Form 10-K Report for the year
Agreement* ended December 31, 1984.
Executive "Sale of Business" Form 10-K Report for the year
Incentive Termination Agree- ended December 31, 1993.
ments (2)*
-15-
B. The following Exhibits are filed herewith:
(10) (a) 1995 Employee Stock Purchase Plan
(b) 1995 Management Incentive Plan*
(11) Computation of Per Share Earnings
(13) Annual Report to Shareholders, December 31, 1994
(21) Subsidiaries of Millipore
(23) Consents of Experts (see page 19 hereto)
(24) Power of Attorney
* A "management contract or compensatory plan"
-16-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
MILLIPORE CORPORATION
Geoffrey Nunes
By/S/Geoffrey Nunes
Senior Vice President
Dated: March 17, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the dates indicated.
SIGNATURE TITLE DATE
JOHN A. GILMARTIN* Chairman, President, February 9, 1995
John A. Gilmartin Chief Executive Officer,
and Director
/S/Michael P. Caroll Vice President February 9, 1995
Michael P. Carroll Chief Financial Officer
Treasurer
CHARLES D. BAKER* Director February 9, 1995
Charles D. Baker
SAMUEL C. BUTLER* Director February 9, 1995
Samuel C. Butler
MARK HOFFMAN* Director February 9, 1995
Mark Hoffman
GERALD D. LAUBACH* Director February 9, 1995
Gerald D. Laubach
STEVEN MULLER* Director February 9, 1995
Steven Muller
THOMAS O. PYLE* Director February 9, 1995
Thomas O. Pyle
JOHN F. RENO* Director February 9, 1995
John F. Reno
*By /S/Geoffrey Nunes
Attorney-in-Fact
Geoffrey Nunes
-18-
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Millipore Corporation on Form S-8 (File Nos. 2-91432, 2-
72124, 2-85698, 2-97280, 33-37319, 33-37323, 33-11-790), and on Form S-3
(File Nos. 2-84252, 33-9706, 33-22196, 33-20792, 33-47213) of our report
dated January 26, 1995 on our audits of the consolidated financial
statements of Millipore Corporation as of December 31, 1994 and 1993, and
for the years ended December 31, 1994, 1993, and 1992, which report is
incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 17, 1995
-19-
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT
OF
MILLIPORE CORPORATION
For the Fiscal Year Ended December 31, 1994
****************
EXHIBITS
****************
- ----------------------------------------------------------------
-20-
INDEX TO EXHIBITS
Exhibit No. Description
(10) (a) 1995 Employee Stock Purchase Plan
(b) 1995 Management Incentive Plan*
(11) Computation of Per Share Earnings
(13) Annual Report to Shareholders,
December 31, 1994
(21) Subsidiaries of Millipore
(23) Consents of Experts
(see page 19 hereto)
(24) Power of Attorney
* A "management contract or compensatory plan"
-21-