<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-076120
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Address of Principal Executive Offices) (Zip Code)
1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Raymond P. Ohlmuller
Vice President and Secretary
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Name and address of agent for service)
(201) 847-7101
(Telephone number, including area code,
of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 75,000 $37.19 $2,789,250* $961.82
value $1.00 per shares
share
</TABLE>
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933. Based upon a price of $37.19
per share which represents the average of the high and low prices on the New
York Stock Exchange (Composite Transactions) on April 25, 1994.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
- --------------------
* Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933
(the "Securities Act") is omitted from this registration statement in
accordance with the Note to the instructions for Part I of Form S-8.
I-1
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed with the Securities and Exchange Commission
by Becton, Dickinson and Company (the "Company") are incorporated herein by
reference and made a part hereof:
. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993;
. All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since September
30, 1993; and
. The description of the Common Stock, par value $1.00 per share, contained
in a registration statement filed by the Company under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section 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 pursuant to the Company's
1994 Restricted Stock Plan for Non-Employee Directors (the "Plan") have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be a part hereof from the date
of the filing of such documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Legal matters in connection with the legality of the Common Stock being
registered hereby were passed upon for the Company by John W. Galiardo, Vice
President and General Counsel of the Company. As of March 31, 1994, Mr.
Galiardo owned 40,046 shares of the Company's Common Stock, had options to
acquire 160,600 shares and was entitled to receive 9,702 shares under the
Company's Stock Award Plan. In addition, Mr. Galiardo
II-1
<PAGE>
has a vested interest, as of March 31, 1994, under the Company's Savings
Incentive Plan in 4,187 shares of the Company's Common Stock and in 297 shares
of the Company's Series B ESOP Convertible Preferred Stock.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article XI of the bylaws of the Company provides as follows:
"The Company shall indemnify to the full extent authorized or permitted
by the New Jersey Business Corporation Act, any corporate agent (as defined
in said Act), or his legal representative, made, or threatened to be made,
a party to any action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he is or was a
corporate agent of this Company."
The New Jersey Business Corporation Act permits or requires indemnification
of officers and directors in the event that certain statutory standards of
conduct are met. Consistent with that statute, the Company has entered into
indemnification agreements with its directors and officers whereby the Company
has agreed to indemnify them and advance them their defense, investigation,
witness and/or participation fees and expenses except in circumstances whereby a
request for indemnification (a) is on account of an illegal renumeration to the
indemnitee, (b) is for an accounting of the indemnitee's profits from the
purchase or sale of the Company's securities pursuant to Section 16(b) of the
Exchange Act or any amendments thereto or similar provisions of any federal,
state or local statutory law, (c) is based upon acts or omissions of the
indemnitee which were in breach of the indemnitee's duty of loyalty to the
Company or its shareholders, were not in good faith or involved a knowing
violation of law, or resulted in an improper personal benefit to the indemnitee,
or (d) is unlawful.
The Company maintains policies of insurance under which the respective
directors and officers (as defined therein) of the Company are insured subject
to specified exclusions and deductible and maximum amounts against loss arising
from any civil claim or claims which may be made against any director or officer
(as so defined) of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or alleged to have been
done while acting in their respective capacities.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
---------
4 Copy of the Company's 1994 Restricted Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit A to the registrant's
Proxy Statement dated January 5, 1994).
5 Opinion of John W. Galiardo, Vice President and General Counsel of the
Company.
23(a) Consent of Independent Auditors.
23(b) Consent of John W. Galiardo (included in his opinion filed herewith as
Exhibit 5).
Item 9. Undertakings.
-------------
A. The undersigned registrant hereby undertakes:
(1) 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
II-3
<PAGE>
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 Borough of Franklin Lakes, State of New Jersey, on the 29th
day of April, 1994.
BECTON, DICKINSON AND COMPANY
By:/s/Raymond P. Ohlmuller
-----------------------------------
Raymond P. Ohlmuller
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 29th day of April, 1994.
Signature Title
--------- -----
/s/Harry N. Beaty, M.D. Director
- ------------------------------
Harry N. Beaty, M.D.
/s/Henry P. Becton, Jr. Director
- ------------------------------
Henry P. Becton, Jr.
/s/Gerald M. Edelman, M.D. Director
- ------------------------------
Gerald M. Edelman, M.D.
/s/Edmund B. Fitzgerald Director
- ------------------------------
Edmund B. Fitzgerald
/s/Raymond V. Gilmartin Director, Chairman of the
- ------------------------------ Board, President and
Raymond V. Gilmartin Chief Executive Officer
(Principal Executive Officer)
/s/Richard W. Hanselman Director
- ------------------------------
Richard W. Hanselman
/s/Thomas A. Holmes Director
- ------------------------------
Thomas A. Holmes
II-4
<PAGE>
Signature Title
--------- -----
/s/Frank A. Olson Director
- ------------------------------
Frank A. Olson
/s/Gloria M. Shatto Director
- ------------------------------
Gloria M. Shatto
/s/Raymond S. Troubh Director
- ------------------------------
Raymond S. Troubh
/s/Robert A. Reynolds Vice President -
- ------------------------------ Finance and Controller
Robert A. Reynolds (Principal Financial and
Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4 Copy of the registrant's 1994
Restricted Stock Plan for
Non-Employee Directors (incorporated
by reference to Exhibit A to the
registrant's Proxy Statement dated
January 5, 1994)
5 Opinion of John W. Galiardo,
Vice President and General
Counsel of the registrant
23(a) Consent of Independent Auditors
23(b) Consent of John W. Galiardo
(included in his opinion filed
herewith as Exhibit 5)
II-6
<PAGE>
Exhibit 5
(201) 848-7301
April 29, 1994
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
Re: Becton, Dickinson and Company
1994 Restricted Stock Plan for
Non-Employee Directors
Form S-8 Registration Statement
Under the Securities Act of 1933
--------------------------------
Gentlemen:
As Vice President and General Counsel of Becton, Dickinson and Company (the
"Company"), I am familiar with all corporate action taken by the Company with
respect to the adoption of the Company's 1994 Restricted Stock Plan for Non-
Employee Directors (the "Plan"), and the authorization for the issuance under
the Plan of a total of an additional 75,000 shares of the Common Stock, $1.00
par value, of the Company.
On the basis of the foregoing, it is my opinion that the Company has taken
all necessary and appropriate corporate action in connection with the adoption
of the Plan and the authorization for issuance of the shares thereunder, and
that the shares when issued and sold in the manner referred to in the Plan, will
constitute legally issued, fully paid and non-assessable shares of Common Stock
of the Company.
I consent to the filing of this opinion as Exhibit 5 to the above-captioned
Registration Statement and to the reference to me under the caption "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ John W. Galiardo
John W. Galiardo
Vice President and
General Counsel
JWG/kjp
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration Statement
and related Prospectus pertaining to the Becton, Dickinson and Company 1994
Restricted Stock Plan for Non-Employee Directors of our report dated November 9,
1993, with respect to the consolidated financial statements and schedules of
Becton, Dickinson and Company included in its Annual Report (Form 10-K) for the
year ended September 30, 1993, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
-----------------
ERNST & YOUNG
Hackensack, New Jersey
April 29, 1994
