<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1995
Registration No. 33-15787
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
BAXTER INTERNATIONAL INC.
-------------------------
(Exact name of Registrant as specified in its charter)
Delaware 36-0781620
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(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
ONE BAXTER PARKWAY
DEERFIELD, ILLINOIS 60015
(708) 948-2000
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
BAXTER INTERNATIONAL INC.
1987 INCENTIVE COMPENSATION PROGRAM
-----------------------------------
(Full title of the plan)
J. PATRICK FITZSIMMONS
BAXTER INTERNATIONAL INC.
ONE BAXTER PARKWAY
DEERFIELD, ILLINOIS 60015
(708) 948-3781
------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
Registered Registered(1) per Share(2) Offering Price Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par 10,000,000 $32.88 $328,800,000 $113,379
value per share
("Common Stock")
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<FN>
(1) This Registration Statement also covers Common Stock of the Registrant to
be issued pursuant to the anti-dilution provisions of the Program.
(2) Estimated solely for the purposes of calculating the registration fee as
contemplated by rule 457(c) and (h)(1) and based on the average of the high
and low prices of the Registrant's Common Stock as reported by the New York
Stock Exchange on April 27, 1995, the latest practicable date prior to
the filing of this Registration Statement
-------------------
</TABLE>
<PAGE>
AVAILABLE INFORMATION
Baxter is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Baxter and the Registration Statement
and exhibits and schedules thereto can be inspected and copied at the Public
Reference section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained from the Public Reference section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such reports, proxy statements and other
information concerning Baxter can also be inspected at the offices of New York
Stock Exchange at 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
Baxter has filed with the Commission a Registration Statement on Form S-8,
SEC File No. 33-15787 (together with any amendments or supplements thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") with respect to the Shares (as defined herein) offered hereby. The
contents of the Registration Statement are hereby incorporated herein by
reference. In addition, Baxter's Annual Report on Form 10-K (File No. 1-4448)
for the year ended December 31, 1994, and its Current Report on Form 8-K dated
February 14, 1995 are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Deerfield, State of Illinois on May 1, 1995.
BAXTER INTERNATIONAL INC.
By/s/ J. Patrick Fitzsimmons
-----------------------------------------------------
Its Attorney-in-Fact
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Baxter
International Inc. of our report dated February 13, 1995, which appears on page
44 of the 1994 Annual Report to Stockholders, which is incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 19 of such Annual Report on Form
10-K.
PRICE WATERHOUSE L L P
Chicago, Illinois
April 28, 1995
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