<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)
SALARY AND BONUS 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 $42.31 $4,231,000* $1,458.97
par value $1.00 shares
per share
Unsecured
obligations
to pay cash ** ** ** **
- -------------------------------------------------------------------
$1,458.97
___________________________________________________________________
___________________________________________________________________
</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
Salary and Bonus 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
Salary and Bonus 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.
---------------------------------------
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
Chairman and General Counsel of the Company. As of July 31, 1996, Mr. Galiardo
owned 45,365 shares of the Company's Common Stock, had options to acquire
349,354 shares and was entitled to receive 9,252 shares under the Company's
Stock Award Plan. In addition, Mr. Galiardo had a vested interest, as
II-1
<PAGE>
of July 31, 1996, under the Company's Savings Incentive Plan in 4,380 shares of
the Company's Common Stock and in 656 shares of the Company's Series B ESOP
Convertible Preferred Stock. The foregoing share ownership information does not
give effect to the two-for-one stock split of the Company's Common Stock to
holders of record on August 5, 1996.
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 Salary and Bonus Deferral Plan.
5 Opinion of John W. Galiardo, Vice Chairman and General
Counsel of the Company.
23(a) Consent of Independent Auditors.
23(b) Consent of John W. Galiardo (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 12th
day of September, 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 12th day of September, 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)
Director
- ------------------------------
Albert J. Costello
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
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 11th day of September, 1996.
SALARY AND BONUS DEFERRAL PLAN
By: Wachovia Bank of North
Carolina, N.A., trustee
By: /s/ Bev Wood
----------------------------
Name: Bev Wood
Title: Senior Vice President
II-7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4 Salary and Bonus Deferral Plan.
5 Opinion of John W. Galiardo,
Vice Chairman and General
Counsel of the registrant.
23(a) Consent of Independent Auditors.
23(b) Consent of John W. Galiardo
(included in the opinion filed
herewith as Exhibit 5).
II-8
<PAGE>
EXHIBIT 4
BECTON, DICKINSON AND COMPANY
SALARY AND BONUS DEFERRAL PLAN
As Amended and Restated August 15, 1996
<PAGE>
FOREWORD
Effective as of August 1, 1994 (the "Effective Date"), Becton, Dickinson and
Company (the "Company") adopted the Becton, Dickinson and Company Salary and
Bonus Deferral Plan (the "Plan") for the benefit of certain of its employees.
The Plan is intended to be an unfunded plan of deferred compensation primarily
for the benefit of a select group of management and highly compensated
employees. To the extent that the Plan permits the voluntary deferral of
bonuses, the Plan is intended to amend and replace the Bonus Deferral Option of
the Becton, Dickinson and Company Executive Bonus Plan.
The purpose of the Plan is to permit those employees of the Company who are part
of a select group of management or highly compensated employees to defer,
pursuant to the provisions of the Plan, a portion of the salaries or bonuses
otherwise payable to them.
Effective as of August 15, 1996 and, to the extent required by the rules of the
New York Stock Exchange, subject to shareholder approval, the Board of Directors
of the Company amended the Plan to permit participants to have their deferred
salaries or deferred bonuses considered to be invested in Common Stock of the
Company, to permit those participants to vote a number of shares of Common Stock
equal to the number considered to be held for their benefit under the Plan, and
for certain other purposes.
<PAGE>
ARTICLE I
Definitions
-----------
1.1 "Additional Deferral Election" means the election by a participant
under Section 3.5 to further defer distribution from his or her
Deferred Salary Account, Deferred Bonus Account and/or Deferred Stock
Account.
1.2 "Board of Directors" means the Board of Directors of the Company.
1.3 "Change-of-Form Election" means the election by a participant under
Section 3.4(b) to change the form of distribution from his or her
Deferred Salary Account, Deferred Bonus Account and/or Deferred Stock
Account.
1.4 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.
1.5 "Committee" means the committee that is responsible for administering
the Plan. The Committee shall consist of three or more employees of
the Company as determined by, and appointed by, the Board of
Directors.
1.6 "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.
1.7 "Company" means Becton, Dickinson and Company and any successor to
such corporation by merger, purchase or otherwise.
1.8 "Deferred Bonus" means the amount of a participant's bonus that such
participant has elected to defer until a later year pursuant to an
election under Section 3.2.
1.9 "Deferred Bonus Account" means the bookkeeping account established
under Section 3.2 on behalf of a participant, and includes any
Interest Return credited thereon pursuant to Section 3.6(a).
1.10 "Deferred Bonus Election" means the election by a participant under
Section 3.2 to defer until a later year a portion of his or her bonus.
<PAGE>
1.11 "Deferred Salary" means the amount of a participant's base salary that
such participant has elected to defer until a later year pursuant to
an election under Section 3.1.
1.12 "Deferred Salary Account" means the bookkeeping account established
under Section 3.1 on behalf of a participant, and includes any
Interest Return credited thereon pursuant to Section 3.6(a).
1.13 "Deferred Salary Election" means the election by a participant under
Section 3.1 to defer until a later year a portion of his or her base
salary.
1.14 "Deferred Stock Account" means the bookkeeping account established
under Sections 3.3 and/or 3.4 on behalf of a participant and includes,
in addition to amounts stated in those Sections, any Dividend
Reinvestment Return credited thereon pursuant to Section 3.6(b).
1.15 "Deferred Stock Election" means the election by a participant under
Section 3.3 to have his or her Deferred Salary and/or Deferred Bonus
credited in the form of Common Stock to the participant's Deferred
Stock Account.
1.16 "Dividend Reinvestment Return" means the amounts which are credited to
each participant's Deferred Stock Account pursuant to Section 3.6(b)
to reflect dividends declared by the Company on its Common Stock.
1.17 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.
1.18 "Fiscal Year" means the fiscal year of the Company, which currently is
the twelve month period commencing on the first day of October and
ending on the last day of September of the following calendar year.
1.19 "Interest Return" means the amounts which are credited to each
participant's Deferred Bonus Account and/or Deferred Salary Account
pursuant to Section 3.6(a).
1.20 "NYSE" means The New York Stock Exchange.
1.21 "Plan" means the Becton, Dickinson and Company Salary and Bonus
Deferral Plan as from time to time in effect.
2
<PAGE>
1.22 "Rollover Election" means the election by a participant under Section
3.4(a) to convert some or all of his or her Deferred Salary Account
balance and/or Deferred Bonus Account balance from a cash balance into
a Common Stock balance.
1.23 "Stock Trust" means the Becton, Dickinson and Company Deferred Salary
and Bonus Trust established as of August 15, 1996 between the Company
and Wachovia Bank of North Carolina, N.A.
3
<PAGE>
ARTICLE II
Participation
-------------
2.1 Participation
-------------
(a) Participation in the Plan shall be limited to:
(i) an employee of a unit of the Company (or of one of its
subsidiaries) as to which the Plan has been adopted
pursuant to a decision by, or with the approval of, the
Board of Directors;
(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;
and
---
(iii) who has:
[a] for purposes of Section 3.1, a base salary of
$100,000 or more effective August 1 of the year
before the calendar year in which the salary is
earned; or
[b] for purposes of Section 3.2, a base salary of
$100,000 or more effective August 1 of the Fiscal
Year for which the bonus is earned.
(b) The Committee shall have the ability to adjust, prospectively for
any calendar year or Fiscal Year and on a uniform and
nondiscriminatory basis, the dollar limitations in Section
2.1(a)(iii).
(c) The Committee may also, consistent with Company policy:
(i) designate as ineligible particular individuals, groups of
individuals or employees of business units who otherwise
would be eligible under Section 2.1(a); or
4
<PAGE>
(ii) designate as eligible particular individuals, groups of
individuals or employees of business units who otherwise
would be ineligible under Section 2.1(a).
5
<PAGE>
ARTICLE III
Deferral Elections, Accounts and Distributions
----------------------------------------------
3.1 Deferred Salary Election
------------------------
(a) With respect to an individual who is eligible to participate in
this Plan in accordance with Section 2.1(a)(iii)[a], elections of
Deferred Salary shall be made on forms to be furnished by the
Committee. A Deferred Salary Election shall apply only to base
salary for the particular year specified in the election. A
participant may elect to defer from 5% of his or her base salary
to 25% of that salary (in increments of 1%).
(b) A Deferred Salary Election with respect to compensation for a
particular calendar year (i) must be made on or before the
November 30 preceding the commencement of such calendar year, and
(ii) once made, cannot be changed or revoked except as provided
herein. Such Deferred Salary shall be credited to the
participant's Deferred Salary Account as of each payroll period
of the calendar year to which it pertains. Revocation of any
Deferred Salary Election during such calendar year shall only
affect base salary to be earned in the future and shall reduce
the participant's deferral percentage to zero for the remainder
of that year. Notice of revocation must be filed with the
Committee by the fifteenth day of the month before the month in
which such revocation is to be effective. Such revocation shall
not affect any balances credited to the participant's Deferred
Salary Account before the effective date of the revocation of the
Deferred Salary Election.
(c) An individual eligible to participate may defer the payment of
any base salary and any Interest Return or Dividend Reinvestment
Return credited thereon pursuant to Section 3.6 until (i) the
participant's retirement, permanent and total disability, death
or termination of employment, or (ii) subject to Section 3.7(b),
a date no earlier than three years from the first day of the
calendar year in which the base salary being deferred is earned
(or any later date determined in calendar year increments) and
ending no later than three (3) years following the participant's
retirement.
6
<PAGE>
(d) In the event of any such Deferred Salary Election, the form of
payment of any distribution (i.e., lump sum or in five or ten
----
approximately equal annual installments, where available) shall
be elected at the same time and, except as herein provided, shall
not be changed or revoked.
(e) 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 Salary Election, to
have the form of payment changed to a lump sum in the event of
such participant's death, termination of employment, or permanent
and total disability before the expiration of the period of
deferral. Except as herein provided, such election shall not be
changed or revoked.
3.2 Deferred Bonus Election
-----------------------
(a) With respect to an individual who is eligible to participate in
this Plan in accordance with Section 2.1(a)(iii)[b], elections of
Deferred Bonus shall be made on forms to be furnished by the
Committee. A Deferred Bonus Election shall apply only to a bonus
for the particular year specified in the election. A participant
may elect to defer 5%, 10%, 15%, 20%, 25%, 50%, 75% or 100% of
his or her bonus, but in no event less than $5,000.
(b) A Deferred Bonus Election with respect to compensation for a
particular Fiscal Year (i) must be made on or before September 30
of such Fiscal Year, and (ii) once made, cannot be changed or
revoked except as provided herein. Such Deferred Bonus shall be
credited to the participant's Deferred Bonus Account as of the
first business day of January of the calendar year immediately
following the participant's election.
(c) An individual eligible to participate may defer the payment of
any bonus and any Interest Return or Dividend Reinvestment Return
credited thereon pursuant to Section 3.6 until (i) the
participant's retirement, permanent or total disability, death or
termination of employment or (ii) subject to Section 3.7(b), a
date no earlier than three years from the first day of the
calendar year immediately following the date on which the
Deferred Bonus Election was made (or any later date determined in
7
<PAGE>
calendar year increments) and no later than three (3) years
following the participant's retirement.
(d) In the event of any such Deferred Bonus Election, the form of
payment of any distribution (i.e., lump sum or in five or ten
----
approximately equal annual installments, where available) shall
be elected at the same time and, except as herein provided, shall
not be changed or revoked.
(e) 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 Bonus Election, to
have the form of payment changed to a lump sum in the event of
such participant's death, termination of employment, or permanent
and total disability before the expiration of the period of
deferral. Except as herein provided, such election shall not be
changed or revoked.
3.3 Deferred Stock Election
-----------------------
(a) Instead of being credited to the participant's Deferred Salary
Account or Deferred Bonus Account, each participant may elect to
have all (or none) of his or her Deferred Salary and/or a
percentage (of not less than 5% and in 5% increments up to 100%)
of his or her Deferred Bonus credited in the form of Common Stock
to the participant's Deferred Stock Account.
(b) Except as provided in Section 3.4, an election to have Deferred
Salary or Deferred Bonus credited to the participant's Deferred
Stock Account must be made with the Deferred Salary Election or
with the Deferred Bonus Election, as the case may be.
(c) A participant's Deferred Stock Account will be credited:
(i) twice monthly, as of each semi-monthly payroll date, with
the number of shares of Common Stock (rounded to the
nearest one-one hundredth of a share) determined by
dividing the participant's Deferred Salary for such semi-
monthly payroll date subject to the Deferred Stock
Election by the average price paid by the Trustee of the
Stock Trust for shares of Common Stock with respect to
such semi-monthly payroll date
8
<PAGE>
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
(ii) annually, as of the first business day in January of each
calendar year, 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 Bonus for the immediately-preceding Fiscal Year
subject to the Deferred Stock Election by the average
price paid by the Trustee of the Stock Trust for shares of
Common Stock with respect to such 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.
(d) 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.
(e) 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
3.6(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.
(f) Each participant who has a Deferred Stock Account shall be
entitled to provide directions to the Committee to cause the
Committee to similarly
9
<PAGE>
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 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 all communications directed
generally to the shareholders of the Company as to which their
votes are solicited.
3.4 Rollover and Change-of-Form Elections
-------------------------------------
(a) Any participant, who has in effect a Deferred Bonus Election or a
Deferred Salary Election (including a Deferred Salary Election
for 1996), may make up to two (2) separate one-time elections, on
or before September 6, 1996, to convert 25%, 50%, 75% or 100% (in
each case subject to a minimum of $5,000) of the participant's
Deferred Salary Account balance and/or to convert the same or a
different percentage within such range of the participant's
Deferred Bonus Account balance, in each case from a cash balance
into a Common Stock balance which would be credited to a new
Deferred Stock Account established in the participant's name.
All Rollover Elections shall be revocable by such participants on
or before August 15, 1996. The Rollover Election(s) shall be
applied proportionately to each annual amount in the
participant's Deferred Salary Account balance and/or to each
annual amount in the participant's Deferred Bonus Account
balance. Except as provided in Sections 3.4(b) and/or 3.5, the
participant's original election as to the initial starting dates
and form of distribution as to each such balance shall remain
unchanged.
(b) Any participant also may make, by a date to be announced by the
Committee, up to three (3) additional separate one-time elections
to change the form of distribution of the balances in his or her
Deferred Salary Account, Deferred Bonus Account and/or Deferred
Stock Account to one of the three acceptable forms of
distribution under Section 3.7(c) (but not to change the initial
starting date thereof under Sections 3.1(c) or 3.2(c)). Such
Change-of-Form Election(s) may differ for each annual amount
within the existing balances but shall only apply to balances in
the participant's Deferred Salary Account, Deferred Bonus Account
and/or Deferred Stock Account that are attributable to Deferred
Salaries or Deferred Bonuses, as the case may be, that are
scheduled to be paid
10
<PAGE>
(or to begin to be paid) no earlier than six (6) months after the
date of such election.
(c) When a Rollover Election is made, a new Deferred Stock Account
shall be created for the participant, which account will be
credited as of September 13, 1996 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 Salary Account and/or Deferred Bonus Account, as the
case may be, as at August 31, 1996 with respect to which the
Rollover Election applies, by the average price paid by the
Trustee of the Stock Trust for shares of Common Stock with
respect to September 13, 1996 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 Salary Account balance and/or Deferred
Bonus Account balance used in such calculation shall be
proportionate to such shortfall amount. At the same time, the
participant's Deferred Salary Account and/or Deferred Bonus
Account, as the case may be, will be debited by an amount equal
to the amount so credited to the participant's new Deferred Stock
Account.
3.5 Additional Deferral Election
----------------------------
(a) Any individual, who has made a Deferred Bonus Election or a
Deferred Salary Election, whether or not accompanied by a
Deferred Stock Election, may make an additional election to
further postpone, for a period of the lesser of (i) three (3)
years from the first day of the calendar year in which the amount
in such Account otherwise first would have been payable or (ii)
three (3) years following the participant's retirement, the
initial starting date of the payment of the amount standing to
his or her benefit in his or her Deferred Salary Account,
Deferred Bonus Account or Deferred Stock Account (but not to
change the form thereof under Section 3.7(c)). Such Additional
Deferral Election shall only apply to balances in the
participant's Deferred Salary Account, Deferred Stock Account
and/or Deferred Stock Account that are scheduled to be paid (or
to begin to be paid) no earlier than six (6) months after the
date of such election.
11
<PAGE>
(b) Only one Additional Deferral Election may be made by any participant
with respect to (i) any Deferred Salary for a particular calendar year
and (ii) any Deferred Bonus for a particular Fiscal Year.
3.6 Investment Return on Deferred Salary Accounts, Deferred Bonus Accounts
----------------------------------------------------------------------
and Deferred Stock Accounts
---------------------------
(a) The Committee shall credit the balance of the participant's
Deferred Salary Account and/or Deferred Bonus Account during the
calendar year with an Interest Return equal to interest thereon.
Such balance shall include all Interest Returns credited to the
account in previous years. The Interest Return to be credited
for each calendar year shall be calculated by multiplying the
average daily balance in the Deferred Salary Account and/or
Deferred Bonus 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).
(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 balances of the individual's
Accounts as of the end of such calendar year, inclusive of
Interest Return or Dividend Reinvestment Return.
12
<PAGE>
3.7 Distributions
-------------
(a) Upon occurrence of the event specified in the participant's
Deferred Salary Election and/or Deferred Bonus Election, the
amount of a participant's Deferred Salary Account and/or Deferred
Bonus Account shall be paid in cash and the amount of a
participant's Deferred Stock Account shall, except as otherwise
provided in Section 3.3(e), 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 Stock Trust) in accordance with this Section 3.7
and 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 Deferred Salary Election and/or Deferred
Bonus Election, on the January 31st of the calendar year
immediately following such event.
(b) Notwithstanding the foregoing, in the case of a deferral period
described in Section 3.1(c)(ii) and/or Section 3.2(c)(ii), if the
participant suffers permanent or total disability, dies, or
terminates employment prior to the date to which the participant
has otherwise deferred commencement of payments, then, except in
the case of termination for cause (as to which payment shall be
made promptly thereafter), payment 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 Deferred
Salary Election and/or Deferred Bonus Election, on the January
31st of the calendar year immediately following such event.
(c) Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be
paid in the form 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 Deferred Salary Election or
Deferred Bonus Election; provided, however, that payments shall
-------- -------
only be in a single lump sum in the case that payment commences
(i) while the participant is still an employee of the Company or
of a subsidiary of the Company or (ii) due to termination for
cause.
13
<PAGE>
(d) 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.
For purposes of this Section 3.7(d), 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. Examples of what are
not considered unforeseeable emergencies include the need to send
a participant's child to college or the desire to purchase a
home.
The Committee shall consider any requests for payment under this
Section 3.7(d) on a uniform and nondiscriminatory basis and in
accordance with the standards of interpretation described in
section 457 of the Code and the regulations thereunder. The
minimum payment under this Section 3.7(d) shall be $3,000.
(e) The Company (or the applicable employer subsidiary) shall deduct
any required federal, State and local income and employment taxes
from all payments under the Plan. 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 (or the applicable employer subsidiary) has received
full payment of such withholding obligations in cash.
3.8 General Provisions
- --- ------------------
(a) The Company shall make no provision for the funding of any
Deferred Salary Accounts and/or Deferred Bonus Accounts payable
hereunder that
14
<PAGE>
(i) would cause the Plan to be a funded plan for purposes of
section 404(a)(5) of the Code, or title I of ERISA 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 Stock Trust following a "change of control" (as
defined in the 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 3.8(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 (or one of its subsidiaries) shall
decide to establish an advance accrual reserve on its books
against the future expense of payments from Deferred Salary
Accounts, Deferred Bonus Accounts and/or Deferred Stock Accounts,
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 (or such subsidiary), subject to
claims of the Company's (or such subsidiary's) creditors.
(c) A person entitled to any amount under this Plan shall be a
general unsecured creditor of the Company (or his or her employer
subsidiary) with respect to such amount. Furthermore, a person
entitled to a payment or distribution with respect to a Deferred
Salary Account, Deferred Bonus Account and/or Deferred Stock
Account shall have a claim upon the Company (or his or her
employer subsidiary) only to the extent of the balance(s) in his
or her Deferred Salary Account, Deferred Bonus Account and/or
Deferred Stock Account.
(d) The participant's beneficiary under this Plan with respect to his
or her Deferred Salary Account, Deferred Bonus Account and/or
Deferred Stock Account shall be the person designated to receive
benefits on account of the participant's death on a form provided
by the Committee.
15
<PAGE>
(e) All commissions, fees and expenses that may be incurred in
operating the Plan and any related trust(s) established in
accordance with Section 3.8(a) (including the 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
employees of the Company and/or of one of its subsidiaries and
(ii) no Rollover Election, Change-of-Form Election or Additional
Deferral Election shall be effective if made within six (6)
months prior to the earlier of (i) the date of the participant's
retirement or (ii) the date the participant voluntarily
terminates employment with the Company.
3.9 Pension Credit
--------------
Amounts deferred under this Plan shall be included in the computation
of compensation under the Becton, Dickinson and Company Retirement
Benefit Restoration Plan and shall earn pension credit in such
Restoration Plan at the same rate as non-Deferred Salary or non-
Deferred Bonus amounts.
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.
3.11 Mandatory Deferral
------------------
Notwithstanding any other provision of this Plan, the Compensation and
Benefits Committee of the Board of Directors may require an employee
to defer: (i) the portion of any salary and/or bonus amount, or (ii)
the portion of any payment from any Deferred Salary Account, Deferred
Bonus Account and/or Deferred Stock Account, in any case where the
Company anticipates that such portion otherwise would be nondeductible
pursuant to section 162(m) of the Code.
16
<PAGE>
ARTICLE IV
Administration
--------------
4.1 Plan Administrator
------------------
The Committee shall be the "administrator" of the Plan within the
meaning of ERISA. The Committee shall have the exclusive right to
interpret the Plan and 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.
17
<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, as herein amended and restated, is effective as of August
15, 1996; provided, however, that, should the rules of the NYSE
-------- -------
require shareholder approval of any or all of the amendments to the
Plan that were adopted by the Board of Directors in July 1996 and
should such approval fail to be obtained at the Annual Meeting of
Shareholders of the Company in February 1997, then, solely to the
extent such new amendments permitted participants to make Deferred
Stock Elections or Rollover Elections and thereby to have their
deferred salaries or deferred bonuses considered to be invested in
Common Stock of the Company, such new amendments shall be null and
void and each participant who so elected shall be deemed instead to
have elected to have his or her deferred salaries or deferred bonuses
invested (or remain invested) in their Deferred Salary Account or
Deferred Bonus Account with an Interest Return credited to each such
account as if such participant had not made any Deferred Stock
Election or Rollover Election.
18
<PAGE>
EXHIBIT 5
September 12, 1996
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
Re: Becton, Dickinson and Company
Salary and Bonus Deferral Plan
Form S-8 Registration Statement
Under the Securities Act of 1933
--------------------------------
Gentlemen:
As Vice Chairman 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 Salary & Bonus Deferral Plan, as
amended (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 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 Chairman and
General Counsel
<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 Salary and Bonus 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
September 10, 1996
