<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)
1996 DIRECTORS' DEFERRAL PLAN
(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
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
- ----------------- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $43.38 $4,338,000 $1,495.86
par value $1.00 shares
per share
Unsecured
obligations
to pay cash ** ** ** **
- -------------------------------------------------------------------
$1,495.86
___________________________________________________________________
___________________________________________________________________
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
** Included in this registration statement is an indeterminate amount of
unsecured obligations of the registrant to pay cash to participants in the
1996 Directors' Deferral Plan.
<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:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
(b) 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, 1995; and
(c) 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
1996 Directors' Deferral Plan (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.
No annual report of the Plan is, or will be, filed with or incorporated by
reference into this registration statement or filed in subsequent periods
pursuant to Section 15(d) of the Exchange Act. The Plan is not an issuer of
securities because all obligations arising under it are to be paid from the
general assets of the Company, thereby making the Company the sole entity
obligated to file annual reports under Form S-8 and Section 15(d).
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
II-1
<PAGE>
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.
II-2
<PAGE>
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4 1996 Directors' Deferral Plan.
5 Opinion of Bridget M. Healy, Associate General
Counsel and Senior Corporate Attorney of the Company.
23(a) Consent of Independent Auditors.
23(b) Consent of Bridget M. Healy (included in the 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
II-3
<PAGE>
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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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.
II-4
<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 13th
day of November, 1996.
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 13th day of November, 1996.
Signature Title
--------- -----
Director
/s/ Harry N. Beaty
- ------------------------------
Harry N. Beaty, M.D.
/s/ Henry P. Becton, Jr. Director
- ------------------------------
Henry P. Becton, Jr.
Director, Chairman of
/s/ Clateo Castellini the Board, President and
- ------------------------------ Chief Executive Officer
Clateo Castellini (Principal Executive
Officer)
/s/ Albert J. Costello Director
- ------------------------------
Albert J. Costello
/s/ Gerald M. Edelman, M.D. Director
- ------------------------------
Gerald M. Edelman, M.D.
II-5
<PAGE>
Signature Title
--------- -----
/s/ Edmund B. Fitzgerald Director
- -------------------------------
Edmund B. Fitzgerald
/s/ John W. Galiardo Director
- -------------------------------
John W. Galiardo
Director
- -------------------------------
Richard W. Hanselman
/s/ Frank A. Olson Director
- -------------------------------
Frank A. Olson
/s/ James E. Perrella Director
- -------------------------------
James E. Perrella
/s/ Gloria M. Shatto Director
- -------------------------------
Gloria M. Shatto
/s/ Raymond S. Troubh Director
- -------------------------------
Raymond S. Troubh
/s/ Edward J. Ludwig Senior Vice President -
- ------------------------------- Finance and Chief
Edward J. Ludwig Financial Officer
(Principal Financial
and Accounting Officer)
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State of
North Carolina, on the 12th day of November, 1996.
1996 DIRECTORS' DEFERRAL PLAN
By: Wachovia Bank of North
Carolina, N.A., trustee
By: /s/ Beverley Wood
----------------------------
Name: Beverley Wood
Title: Senior Vice President
II-7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4 1996 Directors' Deferral Plan.
5 Opinion of Bridget M. Healy,
Associate General Counsel and
Senior Corporate Attorney of
the registrant.
23(a) Consent of Independent Auditors.
23(b) Consent of Bridget M. Healy
(included in the opinion filed
herewith as Exhibit 5).
II-8
<PAGE>
Exhibit 4
BECTON, DICKINSON AND COMPANY
1996 DIRECTORS' DEFERRAL PLAN
Adopted As Of November 1, 1996
<PAGE>
ARTICLE I
Definitions
-----------
1.1 "Accrued Pension" means the U.S. dollar amount of the actuarially-
determined present value of the accrued and unpaid past service
pension benefits under the Directors' Nonqualified Pension
Arrangements of a Director acting as such at and as of June 30, 1996,
as calculated by Kwasha Lipton as of the Termination Date, taking into
account the Director's age and years and months of past service and
such other assumptions as shall be reasonable and uniformly applied to
all Directors.
1.2 "Additional Deferral Election" means the election by a participant
under Section 3.6(b) to further defer the date payment otherwise would
be made (or begin to be made) from a participant's Deferred Account.
1.3 "Annual Share Amount" means the number of shares of Common Stock
(which is set as of the date hereof at 400 shares) that the Board,
from time to time, may agree to credit to Deferred Stock Accounts as
compensation to continuing Directors.
1.4 "Board" means the Board of Directors of the Company.
1.5 "Change-of-Form Election" means the election by a participant under
Section 3.6(a) to change the form of distribution from any of his or
her Deferred Accounts.
1.6 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.
1.7 "Committee" means the Committee on Directors of the Board, or such
other committee as may be designated by the Board to be responsible
for administering the Plan.
1.8 "Common Stock" means the common stock ($1.00 par value) of the
Company, including any shares into which it may be split, subdivided
or combined.
1.9 "Company" means Becton, Dickinson and Company, and any successor
thereto.
1
<PAGE>
1.10 "Conversion Election" means the election by a participant under
Section 3.5(a) to convert some or all of his or her Deferred Retainer
Account balance, Deferred Fees Account balance and/or Deferred
Dividends Account balance from a cash balance into a Deferred Stock
Account balance.
1.11 "Deferral Election" means a Deferred Pension Election, Restricted
Stock Election, Deferred Dividends Election, Deferred Retainer
Election, Deferred Fees Election and/or a form-of-distribution
election under Section 3.4(e).
1.12 "Deferred Account" means the participant's Deferred Pension Account,
Deferred Dividends Account, Deferred Retainer Account, Deferred Fees
Account, Deferred Cash Account and/or Deferred Stock Account.
1.13 "Deferred Cash Account" means the bookkeeping account established
under Section 3.5(b) on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.7(a).
1.14 "Deferred Dividends" means the amount of cash dividends on his or her
Restricted Stock that a participant has elected to defer until a later
year pursuant to an election under Section 3.2(c).
1.15 "Deferred Dividends Account" means the bookkeeping account established
under Section 3.2(c) on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.7(a).
1.16 "Deferred Dividends Election" means the election by a participant
under Section 3.2(c) to defer until a later year receipt of some or
all of the dividends payable in the following year on his or her
Restricted Stock.
1.17 "Deferred Fees" means the amount of a participant's fees for attending
meetings of the Board and/or of committees of the Board and/or for
chairing any such committee meetings that such participant has elected
to defer until a later year pursuant to an election under Section
3.3(a).
1.18 "Deferred Fees Account" means the bookkeeping account established
under Section 3.3 on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.7(a).
2
<PAGE>
1.19 "Deferred Fees Election" means the election by a participant under
Section 3.3 to defer until a later year receipt of some or all of his
or her Board and committee attendance and committee chairing fees.
1.20 "Deferred Pension" means the amount of a participant's Accrued Pension
that such participant has elected to defer until a later year pursuant
to an election under Section 3.1.
1.21 "Deferred Pension Account" means the bookkeeping Account established
under Section 3.1 on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.7(a).
1.22 "Deferred Pension Election" means the election by a participant under
Section 3.1 to defer until a later year receipt of some or all of his
or her Accrued Pension.
1.23 "Deferred Retainer" means the amount of a participant's annual Board
retainer fees that such participant has elected to defer until a later
year pursuant to an election under Section 3.3(a).
1.24 "Deferred Retainer Account" means the bookkeeping account established
under Section 3.3 on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.7(a).
1.25 "Deferred Retainer Election" means the election by a participant under
Section 3.3(a) to defer until a later year receipt of some or all of
his or her annual Board retainer.
1.26 "Deferred Stock Account" means the bookkeeping account established
under Sections 3.2, 3.4 and/or 3.5 on behalf of a participant and
includes, in addition to amounts stated in those Sections, all
Dividend Reinvestment Returns credited thereto pursuant to Section
3.7(b).
1.27 "Deferred Stock Election" means the election by a participant under
Section 3.4(a) and/or (c) to have his or her Deferred Pension,
Deferred Dividends, Deferred Retainer and/or Deferred Fees credited in
the form of Common Stock to the participant's Deferred Stock Account.
1.28 "Director" means a member of the Board.
3
<PAGE>
1.29 "Directors' Nonqualified Pension Arrangements" means the unfunded
pension benefits payable to Directors pursuant to resolutions of the
Board dated November 24, 1981 and March 28, 1995.
1.30 "Directors' Stock Trust" means the Becton, Dickinson and Company 1996
Directors' Deferral Trust established as of November 15, 1996 between
the Company and Wachovia Bank of North Carolina, N.A.
1.31 "Dividend Reinvestment Return" means the amounts which are credited to
each participant's Deferred Stock Account pursuant to Section 3.7(b)
to reflect dividends declared and paid by the Company on its Common
Stock.
1.32 "Effective Date" means the effective date of the Plan set forth in
Section 5.4.
1.33 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.
1.34 "Interest Return" means the amounts which are credited from time to
time to each participant's Deferred Pension Account, Deferred
Dividends Account, Deferred Retainer Account, Deferred Fees Account
and/or Deferred Cash Account pursuant to Section 3.7(a).
1.35 "NYSE" means The New York Stock Exchange.
1.36 "Payment Date" means the last day of January, April, July or October
of each calendar year on which the Directors are paid their
compensation for the immediately preceding three (3) month period.
1.37 "Plan" means the Becton, Dickinson and Company 1996 Directors'
Deferral Plan as from time to time in effect.
1.38 "Restricted Stock" means the shares of Common Stock issued to a
Director, and bearing restrictions, pursuant to the Company's 1994
Restricted Stock Plan for Non-Employee Directors.
1.39 "Restricted Stock Election" means the election by a participant under
Section 3.2(a) to surrender some or all of his or her shares of
Restricted Stock to the Company and to have an equal number of shares
of Common Stock credited to the participant's Deferred Stock Account.
4
<PAGE>
1.40 "Reverse Conversion Election" means the election by a participant
under Section 3.5(b) to convert a portion of his or her Deferred Stock
Account balance into a Deferred Cash Account balance.
1.41 "Shareholders' Meeting" means the regular annual meeting of the
shareholders of the Company.
1.42 "Termination Date" means December 1, 1996, the date as of which the
Directors' Nonqualified Pension Arrangements will have been
effectively terminated.
5
<PAGE>
ARTICLE II
Participation
-------------
2.1 Participation
-------------
(a) Participation in the Plan shall be limited to an individual who,
as at the Effective Date of the Plan and/or any subsequent first day
of any calendar quarter, is:
(i) a Director; and
---
(ii) other than a nonresident alien of the United States
receiving no United States source income within the
meaning of sections 861(a)(3) or 911(d)(2) of the Code.
(b) The Committee may, consistent with Company policy:
(i) designate as ineligible particular individuals or groups
of individuals who otherwise would be eligible under
Section 2.1(a); or
(ii) designate as eligible particular individuals or groups of
individuals who otherwise would be ineligible under
Section 2.1(a).
6
<PAGE>
ARTICLE III
Deferral Elections, Accounts and Distributions
----------------------------------------------
3.1 Deferred Pension Election
-------------------------
(a) Any participant, who has an Accrued Pension as of the Termination
Date, may make a single one-time election, on or before December
5, 1996 in writing and on a form to be furnished by the
Committee, to convert 25%, 50%, 75% or 100% of his or her Accrued
Pension into a Deferred Pension Account under the Plan. Upon
making a Deferred Pension Election, a new Deferred Pension
Account will be established in the participant's name and will be
credited, on or about December 20, 1996, with the amount of his
or her Accrued Pension so converted.
(b) Once made, a Deferred Pension Election cannot be changed or
revoked except as provided herein.
(c) A Deferred Pension Election shall defer the starting date for the
payment of the designated amount of the participant's Accrued
Pension, and any Interest Return credited thereon pursuant to
Section 3.7, until the earliest of the participant's retirement,
permanent and total disability, death or involuntary termination.
(d) In the event of any such Deferred Pension Election, the form of
payment of any distribution (i.e., in a lump sum or in five or in
----
ten approximately equal annual installments) and the starting
date of such distribution (i.e., as soon as practicable following
----
the event triggering the distribution or January 31st of the
calendar year immediately following such event) shall be elected
at the same time. In the event that any distribution is elected
to be paid in five or ten approximately equal annual
installments, the participant also may elect, at the time of the
Deferred Pension Election, to have the form of distribution,
automatically and without further action on his or her part,
converted to a lump sum payment in accordance with Section 3.8(b)
in the event of such participant's death or permanent and total
disability occurring prior to the expiration of the complete
period of deferral. Except as herein provided, such form-of-
payment election shall not be changed or revoked.
7
<PAGE>
3.2 Restricted Stock Elections and Deferred Dividends Elections
-----------------------------------------------------------
(a) Any participant, who owns Restricted Stock as of the Effective
Date, may make a single one-time election, on or before December
5, 1996 and on a form to be furnished by the Committee, to
surrender to the Company 25%, 50%, 75% or 100% of his or her
shares of Restricted Stock. Upon making such Restricted Stock
Election, a new Deferred Stock Account will be established in the
participant's name to which will be credited, as of the Effective
Date, a number of shares of Common Stock equal to the number so
surrendered.
(b) A participant who makes a Restricted Stock Election will defer
the receipt of any balance in the participant's Deferred Stock
Account, including any Dividend Reinvestment Return credited
thereto pursuant to Section 3.7(b), until the earliest of the
participant's (i) permanent and total disability, (ii) death and
(iii) the later of (1) the date on which such shares of
Restricted Stock otherwise would have vested, (2) January 2,
1998, and (3) the date of any retirement or other termination of
service.
(c) Any participant, who owns Restricted Stock from time to time,
also can elect, on or before December 31 of any calendar year, to
defer 25%, 50%, 75% or 100% of the cash dividends otherwise
payable on his or her Restricted Stock for the next succeeding
calendar year. Such Deferred Dividends will be credited to the
participant's Deferred Dividend Account as of each date on which
cash dividends are otherwise paid on the Common Stock.
(d) A participant who makes a Deferred Dividends Election may defer
the payment of any Deferred Dividends, and any Interest Return
credited thereon pursuant to Section 3.7(a), until (i) the
earliest of the participant's retirement, permanent and total
disability, death or involuntary termination or (ii) a fixed date
which is no earlier than three full calendar years after the
calendar year during which the Deferred Dividends otherwise were
payable and no later than ten years after the earliest date
specified in (i), provided, however, that all distributions under
-------- -------
Section 3.8(b) must be paid in full no later than ten years after
the earliest of the participant's retirement, permanent and total
disability, death or involuntary termination.
8
<PAGE>
(e) Once made, neither a Restricted Stock Election nor a Deferred
Dividends Election can be changed or revoked except as provided
herein.
(f) In the event of any such Restricted Stock Election or Deferred
Dividends Election, the form of payment of any distribution
(i.e., in a lump sum or in five or in ten approximately equal
----
annual installments) and the starting date of such distribution
(i.e., as soon as practicable following the event causing the
-----
distribution or January 31st of the calendar year immediately
following such event) shall be elected at the same time. In the
event that any distribution is elected to be paid in five or ten
approximately equal annual installments, the participant also may
elect, at the time of the Restricted Stock Election or Deferred
Dividends Election, to have the form of distribution,
automatically and without further action on his or her part,
converted to a lump sum payment in accordance with Section 3.8(b)
in the event of such participant's death or permanent and total
disability occurring prior to the expiration of the complete
period of deferral. Except as herein provided, such form-of-
payment election shall not be changed or revoked.
3.3 Deferred Retainer Elections and Deferred Fees Elections
-------------------------------------------------------
(a) With respect to an individual who is eligible to participate in
this Plan in accordance with Section 2.1, elections of Deferred
Retainer and/or Deferred Fees shall be made in writing on forms
to be furnished by the Committee. A Deferred Retainer Election
and/or a Deferred Fees Election shall apply only to the
Director's annual retainer or fees, as the case may be, for the
particular calendar year specified in the election. A
participant may elect to defer from 25% of his or her annual
retainer to 100% of that retainer (in increments of 10%) and/or
50% or 100% of his or her attendance and chairing fees.
(b) A Deferred Retainer Election and/or Deferred Fees Election with
respect to payments for a particular calendar year (i) must be
made on or before the December 31 preceding such calendar year,
and (ii) once made, cannot be changed or revoked except as
provided herein. Such Deferred Retainer shall be credited to the
participant's Deferred Retainer Account (or, if none, to a new
such account established in the participant's name) and his or
her Deferred Fees shall be credited to the participant's Deferred
Fees Account (or, if none, to a new such account established in
9
<PAGE>
the participant's name) as of each quarterly Payment Date.
Revocation of any Deferred Retainer Election or Deferred Fees
Election during a calendar year shall only affect future payments
and shall reduce the participant's deferral percentage to zero
for the subsequent calendar quarter(s) of that year. Notice of
revocation must be filed with the Committee by the fifteenth day
of the month before the beginning of the subsequent calendar
quarter of the year. Such revocation shall not affect any
balances credited to the participant's Deferred Retainer Account
or Deferred Fees Account, as the case may be, before the
effective date of the revocation of the election.
(c) A participant who makes a Deferred Retainer Election or a
Deferred Fees Election may defer the payment of any retainer
and/or fees, and any Interest Return credited thereon pursuant to
Section 3.7(a), until (i) the earliest of the participant's
retirement, permanent and total disability, death or involuntary
termination or (ii) a fixed date which is no earlier than three
full calendar years after the calendar year during which the
Deferred Retainer or Deferred Fees otherwise were payable and no
later than ten years after the earliest date specified in (i),
provided, however, that all distributions under Section 3.8(b)
-------- -------
must be paid in full no later than ten years after the earliest
of the participant's retirement, permanent and total disability,
death or involuntary termination.
(d) In the event of any such Deferred Retainer Election or Deferred
Fees Election, the form of payment of any distribution (i.e., in
----
a lump sum or in five or ten approximately equal annual
installments) and the starting date of such distribution (i.e.,
----
as soon as practicable following the event causing the
distribution or January 31st of the calendar year immediately
following such event) shall be elected at the same time. In the
event that any distribution is elected to be paid in five or ten
approximately equal annual installments, the participant also may
elect, at the time of the Deferred Retainer Election and/or
Deferred Fees Election, to have the form of distribution,
automatically and without any further action on his or her part,
converted to a lump sum payment in accordance with Section 3.8(b)
in the event of such participant's death or permanent and total
disability occurring prior to the expiration of the complete
period of deferral. Except as herein provided, such form-of-
payment election shall not be changed or revoked.
10
<PAGE>
3.4 Deferred Stock Elections
------------------------
(a) Instead of being credited to the participant's Deferred Pension
Account, each participant who makes a Deferred Pension Election
also may elect to have 25%, 50%, 75%, or 100% of the amount
otherwise creditable to his or her Deferred Pension Account
instead credited in the form of Common Stock to a new Deferred
Stock Account established in the participant's name.
(b) When a Deferred Stock Election is made in connection with a
Deferred Pension Election, the participant's Deferred Stock
Account will be credited on or about December 20, 1996, with the
number of shares of Common Stock (rounded to the nearest one-one
hundredth of a share) determined by dividing the amount of the
participant's Accrued Pension with respect to which the Deferred
Stock Election applies, by the average price paid by the Trustee
of the Directors' Stock Trust for shares of Common Stock with
respect to such date or, if the Trustee shall not purchase shares
of Comon Stock equal to the number of shares of Common Stock
creditable to all participants' Deferred Stock Accounts on such
date, then, to the extent of such shortfall, such price shall be
the average of the high and low NYSE market price for the Common
Stock on such date and the portion of the participant's Deferred
Pension Account balance used in such calculation shall be
proportionate to such shortfall amount. At the same time, the
participant's Deferred Pension Account will be debited by the
amount so credited to the Participant's new Deferred Stock
Account.
(c) Instead of being credited to the participant's Deferred Dividends
Account, Deferred Retainer Account or Deferred Fees Account, each
participant also may elect to have 25%, 50%, 75% or 100% of his
or her Deferred Dividends, Deferred Retainer and/or Deferred Fees
credited in the form of Common Stock to the participant's
Deferred Stock Account. Except as provided in Section 3.5, an
election to have Deferred Dividends, Deferred Retainer or
Deferred Fees credited to the participant's Deferred Stock
Account must be made concurrently with the Deferred Dividends
Election, Deferred Retainer Election or Deferred Fees Election,
as the case may be.
11
<PAGE>
(d) A participant's Deferred Stock Account will be credited:
i) regularly, as of each date on which dividends are paid on the
Common Stock, with the number of shares of Common Stock
(rounded to the nearest one-one hundredth of a share)
determined by dividing the portion of the participant's
Deferred Dividends for such dividend payment date subject
to the Deferred Stock Election by the average price paid
by the Trustee of the Director's Stock Trust for shares of
Common Stock with respect to such dividend payment date
or, if the Trustee shall not at such time purchase any
shares of Common Stock, then the price shall be the
average of the high and low NYSE market price for the
Common Stock on such date;
ii) quarterly, as of each Payment Date, with the number of
shares of Common Stock (rounded to the nearest one-one
hundredth of a share) determined by dividing the portion
of the participant's Deferred Retainer and/or Deferred
Fees accumulated during the preceding fiscal quarter and
which are subject to the Deferred Stock Election by the
average price paid by the Trustee of the Directors' Stock
Trust for shares of Common Stock with respect to such
Payment Date or, if the Trustee shall not at such time
purchase any shares of Common Stock, then the price shall
be the average of the high and low NYSE market price for
the Common Stock on such date; and
iii) annually, as of the day after the Shareholders' Meeting
with the Annual Share Amount, if, after such meetings the
participant was elected or continued to serve as a
Director of the Company.
(e) Each participant who has a Deferred Stock Account shall receive
distributions from such Account attributable to his or her Annual
Share Amounts, and any Dividend Reinvestment Return credited
thereon pursuant to Section 3.7(b), upon the earliest of the
participant's retirement, permanent and total disability, death
or involuntary termination. Such participant, within thirty (30)
days after his or her Deferred Stock Account is credited with an
Annual Share Amount, shall elect the form of payment of any such
distribution (i.e., in a lump sum
----
12
<PAGE>
or in five or in ten approximately equal annual installments) and
the starting date of such distribution (i.e., as soon as
----
practicable following the event triggering the distribution or
January 31st of the calendar year immediately following such
event).
In the event that any distribution is elected to be paid in five
or ten approximately equal annual installments, the participant
also may elect, at the time of the initial form-of-distribution
election, to have the form of distribution, automatically and
without further action on his or her part, converted to a lump
sum payment in accordance with Section 3.8(b) in the event of
such participant's death or permanent and total disability
occurring prior to the expiration of the complete period of
deferral. Except as herein provided, such form-of-distribution
election shall not be changed or revoked.
(f) If the Company enters into transactions involving stock splits,
stock dividends, reverse splits or any other recapitalization
transactions, the number of shares of Common Stock credited to a
participant's Deferred Stock Account will be adjusted (rounded to
the nearest one-one hundredth of a share) so that the
participant's Deferred Stock Account reflects the same equity
percentage interest in the Company after the recapitalization as
was the case before such transaction.
(g) If at least a majority of the Company's stock is sold or
exchanged by its shareholders pursuant to an integrated plan for
cash or property (including stock of another corporation) or if
substantially all of the assets of the Company are disposed of
and, as a consequence thereof, cash or property is distributed to
the Company's shareholders, each participant's Deferred Stock
Account will, to the extent not already so credited under Section
3.7(b), be (i) credited with the amount of cash or property
receivable by a Company shareholder directly holding the same
number of shares of Common Stock as is credited to such
participant's Deferred Stock Account and (ii) debited by that
number of shares of Common Stock surrendered by such equivalent
Company shareholder.
(h) Each participant who has a Deferred Stock Account also shall be
entitled to provide directions to the Committee to cause the
Committee to similarly direct the Trustee of the Trust to vote,
on any matter presented for a vote to the shareholders of the
Company, that number of shares of
13
<PAGE>
Common Stock held by the Trust equivalent to the number of shares
of Common Stock credited to the participant's Deferred Stock
Account. The Committee shall arrange for distribution to all
participants in a timely manner of all communications directed
generally to the shareholders of the Company as to which their
votes are solicited.
3.5 Conversion Elections and Reverse Conversion Elections
-----------------------------------------------------
(a) Any individual who has a Deferred Dividends Account, Deferred
Fees Account, Deferred Retainer Account and/or a Deferred Cash
Account may make, on or before December 31 of any calendar year
and as to any one or more of such Deferred Accounts, an
additional election, to convert 25%, 50%, 75% or 100% of the
participant's Deferred Account balance as of such December 31
from a cash balance into a Common Stock balance which would be
credited to his or her Deferred Stock Account (or, if none, to a
new such account established in the participant's name). During
any three (3) calendar years, only one such Conversion Election
may be made by a participant with respect to each Account;
provided, however, that no such Conversion Election will be
-------- -------
effective with respect to a participant's Deferred Dividends
Account, Deferred Retainer Account, Deferred Fees Account or
Deferred Cash Account until such account shall have been in
existence for at least two (2) calendar years.
(b) Any individual who has a Deferred Stock Account may make an
additional election, a Reverse Conversion Election, on or before
December 31 of any calendar year, to convert 25%, 50%, 75% or
100% of his or her Deferred Stock Account balance as of such
December 31 from a Common Stock balance into a cash balance which
would be credited to a new Deferred Cash Account established in
the participant's name; provided, however, that no such Reverse
-------- -------
Conversion Election shall apply to the shares of Common Stock, or
to any Dividend Reinvestment Return credited thereon pursuant to
Section 3.7(b), credited to a participant's Deferred Stock
Account either by reason of a Restricted Stock Election or as
Annual Share Amounts. During any three (3) calendar years, only
one such Reverse Conversion Election may be made by a participant
with respect to his or her Deferred Stock Account; provided,
--------
however, that no such Reverse Conversion Election
-------
14
<PAGE>
shall be effective until the participant's Deferred Stock Account
shall have been in existence for at least two (2) calendar years.
(c) When a Conversion Election is made, the participant's Deferred
Stock Account will be credited, on or about January 2nd of the
year following the election, with the number of shares of Common
Stock (rounded to the nearest one-one hundredth of a share)
determined by dividing the balance in the participant's Deferred
Dividends Account, Deferred Retainer Account, Deferred Fees
Account, and/or Deferred Cash Account by the average price paid
by the Trustee of the Directors' Stock Trust for shares of Common
Stock with respect to such date, or, if the Trustee shall not
purchase shares of Common Stock equal to the number of shares of
Common Stock creditable to all participants' Deferred Stock
Accounts on such date, then, to the extent of such shortfall,
such price shall be the average of the high and low NYSE market
price for the Common Stock on such date and the portion of the
participant's Deferred Dividends Account balance, Deferred
Retainer Account balance, Deferred Fees Account balance and/or
Deferred Cash Account balance used in such calculation shall be
proportionate to such shortfall amount. At the same time, the
participant's Deferred Dividends Account, Deferred Retainer
Account, Deferred Fees Account and/or Deferred Cash Account, as
the case may be, will be debited by an amount equal to the amount
so credited to the participant's Deferred Stock Account.
(d) When a Reverse Conversion Election is made, the participant's
Deferred Cash Account will be credited on or about January 2nd of
the year following the election with the amount of cash
determined by multiplying the number of shares of Common Stock
(rounded to the nearest one-one hundredth of a share), computed
to have been converted by reason of the participant's election,
by the average of the high and low NYSE market price for the
Common Stock on the first business day in January of such year.
At the same time, the participant's Deferred Stock Account will
be debited by the number of shares of Common Stock so deemed
converted.
3.6 Change-of-Form Elections and Additional Deferral Elections
----------------------------------------------------------
(a) Any participant, who has made a Deferral Election, may make an
additional election to change the form of distribution of the
balance in
15
<PAGE>
any of his or her Deferred Accounts to one of the three
acceptable forms of distributions under Section 3.8(b). Only one
Change-of-Form Election may be made by any participant with
respect to the balance in any Deferred Account attributable to
any individual Deferred Election during any three (3) calendar
years; provided, however, that no such Change-in-Form Election
-------- -------
will be effective with respect to any balance in any
participant's Deferred Account, unless made in connection with
the establishment of the Deferred Account, until such balance has
been in such Deferred Account for at least two (2) calendar
years.
(b) Any participant who has made a Restricted Stock Election,
Deferred Dividends Election, Deferred Retainer Election or
Deferred Fees Election may make an additional election to further
postpone the initial starting date for distributions of the
balance in his or her Deferred Dividends Account, Deferred
Retainer Account, Deferred Fees Account or Deferred Stock Account
(to the extent attributable to a Deferred Stock Election or
Conversion Election with respect to a Restricted Stock Election,
Deferred Dividends Election, Deferred Retainer Election and/or
Deferred Fees Election) to a date no earlier than three full
calendar years thereafter and no later than the latest date that
would have been permitted under Sections 3.2(d) or 3.3(c), as the
case may be, for the initial Deferral Election; provided,
--------
however, that only one such Additional Deferral Election may be
-------
made with respect to the balance in any Deferred Account
attributable to any individual Deferral Election.
3.7 Investment Return on Deferred Accounts
--------------------------------------
(a) The Committee shall credit the balance of each participant's
Deferred Pension Account, Deferred Dividends Account, Deferred
Retainer Account, Deferred Fees Account and Deferred Cash Account
during the calendar year with an Interest Return equal to
interest thereon. Such balances shall include all Interest
Returns previously credited to the account. The Interest Return
to be credited for each calendar year shall be calculated by
multiplying the average daily balance in each such Deferred
Account by the Moody's Seasoned Aaa Corporate Bond Rate in effect
on the first business day of September of the previous calendar
year, as published in the weekly Federal Reserve Statistical
Release (Publication H.15).
16
<PAGE>
(b) Each time the Company declares a dividend on its Common Stock,
each participant's Deferred Stock Account will be credited with a
Dividend Reinvestment Return equal to that number of shares of
Common Stock (rounded to the nearest one-one hundredth of a
share) determined by dividing (i) the amount that would have been
paid (or the fair market value thereof, if the dividend is not
paid in cash) to the participant on the total number of shares of
Common Stock credited to the participant's Deferred Stock Account
had that number of shares of Common Stock been held by such
participant by (ii) the average price paid by the Trustee of the
Stock Trust for shares of Common Stock with respect to the
dividend payment date or, if the Trustee shall not at such time
purchase any shares of Common Stock, then the price shall be the
average of the high and low NYSE market price for the Common
Stock on such date.
(c) Within 60 days following the end of each calendar year, the
Committee shall furnish each participant with a statement of
account which shall set forth the balance in each of the
individual's Deferred Accounts as of the end of such calendar
year, inclusive of cumulative Interest Return and/or Dividend
Reinvestment Return.
3.8 Distributions
-------------
(a) Upon occurrence of an event specified in the participant's
Deferral Election, as modified by any Change-in-Form Election,
the amount of a participant's Deferred Pension Account, Deferred
Dividends Account, Deferred Retainer Account, Deferred Fees
Account and/or Deferred Cash Account shall be paid in cash and
the amount of a participant's Deferred Stock Account shall,
except as otherwise provided in Section 3.4(g) or 3.9 or to the
extent the Company is otherwise, in the reasonable judgment of
the Committee, precluded from doing so, be paid in shares of
Common Stock (with any fractional share interest therein paid in
cash to the extent of the then fair market value thereof), in
each case to the participant or his or her beneficiary, as
applicable. Such payment(s) shall be from the general assets of
the Company (including the Directors' Stock Trust) in accordance
with this Section 3.8.
(b) Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be
paid in the form
17
<PAGE>
of (i) a lump sum payment, (ii) in five approximately equal
annual installments or (iii) in ten approximately equal annual
installments, as elected by the participant at the time of his or
her Deferral Election and as modified by any applicable
subsequent Change-in-Form Election; provided, however, that
-------- -------
payments shall be made only in a single lump sum if payment
commences due to termination for cause. Such payments shall be
made (or begin to be made) as soon as practicable following the
occurrence of the event making payment necessary or, if so
elected in the Deferral Election, on the January 31st of the
calendar year immediately following such event.
(c) In case of an unforeseeable emergency, a participant may request
the Committee, on a form to be provided by the Committee, that
payment be made earlier than the date to which it was deferred;
provided, however, that no such acceleration of the distribution
-------- -------
date(s) shall apply to that portion of the balance(s) in the
participant's Deferred Accounts either attributable to Annual
Share Amounts, and any Dividend Reinvestment Return credited
thereon pursuant to Section 3.7(b), or to a Deferred Pension
Election, and any Interest Return or Dividend Reinvestment Return
credited thereon pursuant to Section 3.7.
For purposes of this Section 3.8(c), an "unforeseeable emergency"
shall be limited to a severe financial hardship to the
participant resulting from a sudden and unexpected illness or
accident of the participant or of a dependent (as defined in
section 152(a) of the Code) of the participant, loss of the
participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the participant. The
circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or
may be relieved: (i) through reimbursement or compensation by
available insurance or otherwise, (ii) by liquidation of the
participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or (iii)
by cessation of deferrals under the Plan.
The Committee shall consider any requests for payment under this
Section 3.8(c) on a uniform and nondiscriminatory basis and in
18
<PAGE>
accordance with the standards of interpretation described in
section 457 of the Code and the regulations thereunder.
(d) The Company shall deduct from all payments under the Plan
federal, State and local income and employment taxes, as required
by applicable law. No participant or beneficiary shall be
entitled to receive any distribution of shares of Common Stock
credited to a participant's Deferred Stock Account until the
Company has received full payment of such withholding obligations
in cash.
3.9 General Provisions
------------------
(a) The Company shall make no provision for the funding of any
Deferred Accounts payable hereunder that (i) would cause the Plan
to be a funded plan for purposes of section 404(a)(5) of the Code
or (ii) would cause the Plan to be other than an "unfunded and
unsecured promise to pay money or other property in the future"
under Treasury Regulations (S) 1.83-3(e); and, except to the
extent specified in the Directors' Stock Trust following a
"change of control" (as defined in the Directors' Stock Trust) of
the Company, the Company shall have no obligation to make any
arrangement for the accumulation of funds to pay any amounts
under this Plan. Subject to the restrictions of the preceding
sentence and in Section 3.9(c), the Company, in its sole
discretion, may establish one or more grantor trusts described in
Treasury Regulations (S) 1.677(a)-1(d) to accumulate funds and/or
shares of Common Stock to pay amounts under this Plan, provided
that the assets of such trust(s) shall be required to be used to
satisfy the claims of the Company's general creditors in the
event of the Company's bankruptcy or insolvency.
(b) In the event that the Company shall decide to establish an
advance accrual reserve on its books against the future expense
of payments from any Deferred Account, such reserve shall not
under any circumstances be deemed to be an asset of this Plan
but, at all times, shall remain a part of the general assets of
the Company, subject to claims of the Company's creditors.
(c) A person entitled to any amount under this Plan shall be a
general unsecured creditor of the Company with respect to such
amount. Furthermore, a person entitled to a payment or
distribution with respect
19
<PAGE>
to a Deferred Account, shall have a claim upon the Company only
to the extent of the balance(s) in his or her Deferred Accounts.
(d) The participant's beneficiary under this Plan with respect to the
balance(s) in his or her Deferred Accounts shall be the person
designated to receive benefits on account of the participant's
death on a form provided by the Committee.
(e) All commissions, fees and expenses that may be incurred in
operating the Plan and any related trust(s) established in
accordance with Section 3.9(a) (including the Directors' Stock
Trust) will be paid by the Company.
(f) Notwithstanding any other provision of this Plan: (i) elections
under this Plan may only be made by participants while they are
directors of the Company; (ii) no Conversion Election, Reverse
Conversion Election, Change-of-Form Election or Additional
Deferral Election shall be effective if made within six (6)
months prior to the earlier of (1) the date of the participant's
scheduled retirement or (2) the date the participant voluntarily
terminates service on the Board; and (iii) distributions
otherwise payable to a participant in the form of Common Stock
shall be delayed and/or instead paid in cash in an amount equal
to the fair market value thereof if such payment in Common Stock
would violate any federal or State securities laws (including
Section 16(b) of the Securities Exchange Act of 1934, as amended)
and/or rules and regulations promulgated thereunder.
3.10 Non-Assignability
-----------------
Participants, their legal representatives and their beneficiaries
shall have no right to anticipate, alienate, sell, assign, transfer,
pledge or encumber their interests in the Plan, nor shall such
interests be subject to attachment, garnishment, levy or execution by
or on behalf of creditors of the participants or of their
beneficiaries.
20
<PAGE>
ARTICLE IV
Administration
--------------
4.1 Plan Administrator
------------------
Subject to the express provisions of the Plan, the Committee shall
have the exclusive right to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of the
Plan. The decisions, actions and records of the Committee shall be
conclusive and binding upon the Company and all persons having or
claiming to have any right or interest in or under the Plan.
The Committee may delegate to such officers, employees or departments
of the Company such authority, duties, and responsibilities of the
Committee as it, in its sole discretion, considers necessary or
appropriate for the proper and efficient operation of the Plan,
including, without limitation, (i) interpretation of the Plan, (ii)
approval and payment of claims, and (iii) establishment of procedures
for administration of the Plan.
21
<PAGE>
ARTICLE V
Amendment, Termination and Effective Date
-----------------------------------------
5.1 Amendment of the Plan
---------------------
Subject to the provisions of Section 5.3, the Plan may be wholly or
partially amended or otherwise modified at any time by written action
of the Board of Directors.
5.2 Termination of the Plan
-----------------------
Subject to the provisions of Section 5.3, the Plan may be terminated
at any time by written action of the Board of Directors.
5.3 No Impairment of Benefits
-------------------------
Notwithstanding the provisions of Sections 5.1 and 5.2, no amendment
to or termination of the Plan shall impair any rights to benefits
which have accrued hereunder.
5.4 Effective Date
--------------
The Plan is effective as of November 1, 1996.
22
<PAGE>
EXHIBIT 5
November 13, 1996
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
Re: Becton, Dickinson and Company
1996 Directors' Deferral Plan
Form S-8 Registration Statement
Under the Securities Act of 1933
--------------------------------
Gentlemen:
As Associate General Counsel and Senior Corporate Attorney 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 1996
Directors' Deferral Plan (the "Plan").
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.
Very truly yours,
/s/ Bridget M. Healy
----------------------
Bridget M. Healy
Associate General Counsel
and Senior Corporate Attorney
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Becton, Dickinson and
Company 1996 Directors' Deferral Plan of our report dated November 7, 1995 with
respect to the consolidated financial statements and schedule of Becton,
Dickinson and Company included in its Annual Report (Form 10-K) for the year
ended September 30, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Hackensack, New Jersey
November 7, 1996
