<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)
1998 STOCK OPTION PLAN
(Full title of the plan)
Bridget M. Healy
Vice President and Secretary
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Name and address of agent for service)
(201) 847-5647
(Telephone number, including area code,
of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- --------------- ---------- --------- --------------- ------------
Common Stock, 5,000,000 $64.00 $320,000,000.00* $94,400.00
par value $1.00 shares
per share
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
<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, 1997
(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, 1997; 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
1998 Stock Option 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.
Item 4. Description of Securities.
--------------------------
Not Applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
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.
II-2
<PAGE>
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 deductibles and maximum amounts against loss arising
from any civil claim or claims which may be made against any director or officer
(as so defined) of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or alleged to have been
done while acting in their respective capacities.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4 1998 Stock Option Plan.
5 Opinion of Bridget M. Healy, Vice President, Secretary and Associate
General Counsel 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.
II-3
<PAGE>
(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 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 10th
day of February, 1998.
BECTON, DICKINSON AND COMPANY
By: /s/Bridget M. Healy
---------------------------
Bridget M. Healy
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 10th day of February, 1998.
Signature Title
--------- -----
/s/Harry N. Beaty Director
- ------------------------------
Harry N. Beaty, M.D.
/s/Henry P. Becton, Jr. Director
- ------------------------------
Henry P. Becton, Jr.
/s/Clateo Castellini Director, Chairman of
- ------------------------------
Clateo Castellini the Board, President and
Chief Executive Officer
(Principal Executive
Officer)
/s/Albert J. Costello Director
- ------------------------------
Albert J. Costello
/s/Gerald M. Edelman Director
- ------------------------------
Gerald M. Edelman, M.D.
II-5
<PAGE>
Signature Title
--------- -----
/s/John W. Galiardo Director
- ------------------------------
John W. Galiardo
/s/Richard W. Hanselman 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/Margaretha af Ugglas Director
- ------------------------------
Margaretha af Ugglas
/s/Edward J. Ludwig Senior Vice President -
- ------------------------------
Edward J. Ludwig Finance and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4 1998 Stock Option Plan.
5 Opinion of Bridget M. Healy,
Vice President, Secretary and Associate General Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Bridget M. Healy
(included in the opinion filed
herewith as Exhibit 5).
II-7
<PAGE>
EXHIBIT 4
BECTON, DICKINSON AND COMPANY
1998 STOCK OPTION PLAN
SECTION 1. PURPOSE
- -------------------
The purpose of this Plan is to provide an additional incentive to employees
of Becton, Dickinson and Company and its subsidiaries to achieve long-range
goals, to aid in attracting and retaining employees of outstanding ability, and
to closely align their interests with those of shareholders.
SECTION 2. DEFINITIONS
- -----------------------
Unless the context clearly indicates otherwise, the following terms, when
used in this Plan, shall have the meanings set forth in this Section 2.
(a) "Board" shall mean the Board of Directors of Becton, Dickinson and
Company.
(b) "Broker" shall mean a registered broker-dealer designated by the
Company.
(c) "Cashless Exercise" shall mean a method of exercising a Nonqualified
Stock Option under which a Grantee, in lieu of payment of the option price
in cash, by check or by delivery of shares of Stock, delivers to the Broker
irrevocable instructions to sell the shares of Stock acquired upon such
exercise and, immediately upon receipt of the proceeds from this sale, to
deliver to the Company the option price and any withholding taxes.
(d) "Change in Control." A change in control of the Company shall be
deemed to have occurred if, over the initial opposition of the then-
incumbent Board (whether or not such Board ultimately acquiesces therein),
(i) any person or group of persons shall acquire, directly or indirectly,
stock of the Company having at least 25% of the combined voting power of
the Company's then-outstanding securities, or (ii) any shareholder or group
of shareholders shall elect a majority of the members of the Board.
(e) "Code" shall mean the Internal Revenue Code of 1986 as it may be
amended from time to time.
(f) "Committee" shall mean the Compensation and Benefits Committee of
the Board or such other committee as may be designated by the Board.
(g) "Company" shall mean Becton, Dickinson and Company.
(h) "Date of Exercise" shall mean the earlier of the date on which
written notice of exercise, together with payment in full, if applicable,
is received at the office of the Secretary of the Company or the date on
which such notice and payment are mailed to the Secretary of the Company at
its principal office by certified or registered mail, or, in the case of
the Cashless Exercise of a Nonqualified Stock Option, the Date of Exercise
shall mean the date the Broker executes the Grantee's sell order with
respect to the underlying shares of Stock.
(i) "Employee" shall mean any employee, including any officer, of the
Company or any of its Subsidiaries.
<PAGE>
(j) "Fair Market Value" shall mean for any day the mean of the highest
and lowest selling prices of the Stock as reported on the Composite Tape
for securities traded on the New York Stock Exchange.
(k) "Grantee" shall mean an Employee granted a Stock Option and shall
also mean, to the extent contemplated and permitted by the Plan, executors,
administrators, successors and transferees of the Grantee.
(l) "Granting Date" shall mean the date on which the Committee
authorizes the issuance of a Stock Option for a specified number of shares
of Stock to a specified Employee.
(m) "Plan" shall mean the Becton, Dickinson and Company 1998 Stock
Option Plan as set forth herein and amended from time to time.
(n) "Stock" shall mean the Common Stock, par value $1.00 per share, of
the Company.
(o) "Stock Appreciation Right" shall mean a right granted pursuant to
the Plan to receive Stock, cash, or a combination thereof, upon the
surrender of the right to purchase all or part of the shares of Stock
covered by a Stock Option.
(p) "Stock Option" shall mean an Incentive or Nonqualified Stock Option
granted pursuant to the Plan to purchase shares of Stock.
(q) "Subsidiary" shall mean any subsidiary corporation as defined in
Section 424 of the Code.
SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN
- -----------------------------------------------
Subject to adjustment pursuant to Section 9, 5,000,000 shares of Stock
shall be reserved for issuance upon the exercise of Stock Options granted
pursuant to this Plan. Shares delivered under the Plan may be authorized and
unissued shares or issued shares held by the Company in its treasury. If any
Stock Options expire or terminate without having been exercised, the shares of
Stock covered by such Stock Options shall become available again for the grant
of Stock Options hereunder. Similarly, if any Stock Options are surrendered for
cash pursuant to the provisions of Section 7, the shares of Stock covered by
such Stock Options shall also become available again for the grant of Stock
Options hereunder. Shares of Stock covered by Stock Options surrendered for
Stock pursuant to Section 7, however, shall not become available again for the
grant of Stock Options hereunder.
SECTION 4. ADMINISTRATION OF THE PLAN
- --------------------------------------
(a) The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to grant Stock Options and determine the terms and
provisions of such grants, and to make all other determinations necessary
or advisable for the administration of the Plan.
(b) It is intended that the Plan and any transaction hereunder meet all
of the requirements of Rule 16b-3 promulgated by the Securities and
Exchange Commission, as such rule is currently in effect or as hereafter
modified or amended, and all other applicable laws. If any provision of
the Plan or any transaction would disqualify the Plan or such transaction
under, or would not comply with, Rule 16b-3 or other applicable laws, such
provision or transaction shall be
<PAGE>
construed or deemed amended to conform to Rule 16b-3 or such other
applicable laws or otherwise shall be deemed to be null and void, in each
case to the extent permitted by law and deemed advisable by the Committee.
(c) Any controversy or claim arising out of or related to this Plan shall
be determined unilaterally by and at the sole discretion of the Committee.
SECTION 5. GRANTING OF STOCK OPTIONS
- -------------------------------------
(a) Only Employees shall be eligible to receive Stock Options under the
Plan. Directors of the Company who are not also Employees shall not be
eligible for Stock Options.
(b) The purchase price of each share of Stock subject to an Incentive
Stock Option or a Nonqualified Stock Option shall be at least 100% of the
Fair Market Value of a share of the Stock on the Granting Date.
(c) The Committee shall determine and designate from time to time those
Employees who are to be granted Stock Options and whether the particular
Stock Options are to be Incentive Stock Options or Nonqualified Stock
Options, and shall also specify the number of shares covered by and the
exercise price per share of each Stock Option.
(d) The aggregate fair market value (determined at the time the option is
granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year
(under all such plans of the individual's employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000.
(e) A Stock Option shall be exercisable during such period or periods and
in such installments as shall be fixed by the Committee at the time the
Stock Option is granted or in any amendment thereto; but each Stock Option
shall expire not later than ten years from the Granting Date.
(f) The Committee shall have the authority to grant both transferable
Stock Options and nontransferable Stock Options, and to amend outstanding
nontransferable Stock Options to provide for transferability. Each
nontransferable Stock Option shall provide by its terms that it is not
transferable otherwise than by will or the laws of descent and distribution
and is exercisable, during the Grantee's lifetime, only by the Grantee.
Each transferable Stock Option may provide for such limitations on
transferability and exercisability as the Committee may designate at the
time a Stock Option is granted or is otherwise amended to provide for
transferability. Subject to the foregoing, a permitted transferee shall be
entitled to exercise a Stock Option at such times and to the extent that
the Stock Option would otherwise be exercisable by the Grantee, or by the
Grantee's executors, administrators and successors pursuant to Section 8.
(g) The Committee may establish procedures whereby Employees may elect to
defer the receipt of shares upon exercise of any Nonqualified Stock Option,
for a specified period of time or until a specified future event.
(h) Stock Options may be granted to an Employee who has previously
received Stock Options or other options whether such prior Stock Options or
other options are still outstanding, have previously been exercised or
surrendered in whole or in part.
(i) Subject to adjustment pursuant to Section 9, the aggregate number of
shares of Stock subject to Stock Options granted to an Employee under the
Plan during any calendar year shall not exceed 200,000 shares.
<PAGE>
SECTION 6. EXERCISE OF STOCK OPTIONS
- -------------------------------------
Except as otherwise provided with respect to the Cashless Exercise of a
Nonqualified Stock Option, the Grantee shall pay the option price in full on the
Date of Exercise of a Stock Option in cash, by check, or by delivery of full
shares of Stock of the Company, duly endorsed for transfer to the Company with
signature guaranteed, or by any combination thereof. Stock will be accepted at
its Fair Market Value on the Date of Exercise. The Board or Committee may cause
a legend to be placed prominently on certificates representing Stock issued
pursuant to this Plan in order to give notice of the transferability
restrictions and other obligations imposed by this Section and/or as imposed by
Section 5.
SECTION 7. STOCK APPRECIATION RIGHTS
- -------------------------------------
(a) The Committee may grant Stock Appreciation Rights in connection with
any Stock Option.
(b) Stock Appreciation Rights shall be exercisable at such times and to
the extent that the related Stock Option shall be exercisable, unless the
Committee specifies a more restrictive period.
(c) Upon the exercise of a Stock Appreciation Right, the Grantee shall
surrender the related Stock Option or a portion thereof and shall be
entitled to receive payment of an amount determined by multiplying the
number of shares as to which option rights are surrendered by the
difference obtained by subtracting the exercise price per share of the
related Stock Option from the Fair Market Value of a share of Stock on the
Date of Exercise of the Stock Appreciation Right.
(d) Payment of the amount determined under Section 7(c) shall be made in
Stock, in cash, or partly in cash and partly in Stock as the Committee
shall determine in its sole discretion.
SECTION 8. TERMINATION OF EMPLOYMENT
- -------------------------------------
Except as otherwise provided by the Committee at the time the option is
granted or in any amendment thereto, if a Grantee ceases to be an Employee,
then:
(a) if termination is for cause, all Stock Options held by the Grantee
shall be canceled as of the date of termination;
(b) if termination of employment is voluntary or involuntary without
cause, the Grantee may exercise each Stock Option held by him within three
months after such termination (but not after the expiration date of the
option) to the extent of the number of shares subject to the Stock Option
which were purchasable pursuant to its terms at the date of termination;
provided, however, if the Grantee should die within three months after such
termination, each Stock Option held by the Grantee may be exercised by the
Grantee's estate, or by any person who acquires the right to exercise by
reason of the Grantee's death, at any time within a period of one year
after death (but not after the expiration date of the option) to the extent
of the number of shares subject to the Stock Option which were purchasable
pursuant to its terms at the date of termination;
(c) subject to the provisions of Section 8(d), if termination is by
reason of retirement at a time when the Grantee is entitled to the current
receipt of benefits under any retirement plan
<PAGE>
maintained by the Company or any Subsidiary, or by reason of disability,
each Stock Option held by the Grantee shall, at the date of retirement or
disability, become exercisable to the extent of the total number of shares
subject to the Stock Option, irrespective of the number of shares which
would otherwise have been purchasable pursuant to the terms of the Stock
Option at the date of retirement or disability, and shall otherwise remain
in full force and effect in accordance with its terms; provided, however,
that in the case of termination by reason of disability, each Stock Option
shall only be exercisable within a period of three years after the date of
disability (but not after the expiration date of the option);
(d) if termination is by reason of the death of the Grantee, or if the
Grantee dies after retirement or disability as referred to in Section 8(c),
each Stock Option held by the Grantee may be exercised by the Grantee's
estate, or by any person who acquires the right to exercise the option by
reason of the Grantee's death, at any time within a period of three years
after death (but not after the expiration date of the option) to the extent
of the total number of shares subject to the Stock Option, irrespective of
the number of shares which would have otherwise been purchasable pursuant
to the terms of the Stock Option at the date of death.
SECTION 9. ADJUSTMENTS
- -----------------------
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Stock, there shall be an appropriate
adjustment made by the Board in the number and kind of shares that may be
granted in the aggregate and to individual Employees under the Plan, the number
and kind of shares subject to each outstanding Stock Option and Stock
Appreciation Right, and the option prices.
No exercise of conversion rights with respect to the shares of the
Company's Series B ESOP Convertible Preferred Stock shall call for any
adjustment under this Section 9.
SECTION 10. TENDER OFFER; CHANGE IN CONTROL
- --------------------------------------------
A Stock Option shall become immediately exercisable to the extent of the
total number of shares subject to the option in the event of (i) a tender offer
by a person or persons other than the Company for all or any part of the
outstanding Stock if, upon consummation of the purchases contemplated, the
offeror or offerors would own, beneficially or of record, an aggregate of more
than 25% of the outstanding Stock, or (ii) a Change in Control of the Company.
SECTION 11. FORFEITURE
- -----------------------
The Committee shall have the authority to include in the terms of any
Stock Option grant provisions for the forfeiture of the Stock Option (a) if the
Grantee violates any agreement of non-competition with the Company or any
Subsidiary or non-disclosure of confidential information of the Company or any
Subsidiary, or (b) if the Committee determines that the Grantee committed acts
and omissions which would have been the basis for a termination of the Grantee's
employment for cause had such acts or omissions been discovered prior to
termination of the Grantee's employment.
SECTION 12. GENERAL PROVISIONS
- ------------------------------
(a) Each Stock Option shall be evidenced by a written instrument
containing such terms and conditions, not inconsistent with this Plan, as
the Committee shall approve.
<PAGE>
(b) The granting of a Stock Option in any year shall not give the Grantee
any right to similar grants in future years or any right to be retained in
the employ of the Company or any Subsidiary or interfere in any way with
the right of the Company or such Subsidiary to terminate an Employee's
employment at any time.
(c) Notwithstanding any other provision of the Plan, the Company shall
not be required to issue or deliver any certificate or certificates for
shares of Stock under the Plan prior to fulfillment of all of the following
conditions:
(i) The listing, or approval for listing upon notice of issuance, of
such shares on the New York Stock Exchange;
(ii) Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee may, in
its discretion upon the advice of counsel, deem necessary or advisable;
and
(iii) The obtaining of any other consent, approval or permit from
any state or federal governmental agency which the Committee may, in its
discretion upon the advice of counsel, determine to be necessary or
advisable.
(d) The Company shall have the right to deduct from any payment or
distribution under the Plan any federal, state or local taxes of any kind
required by law to be withheld with respect to such payments or to take
such other action as may be necessary to satisfy all obligations for the
payment of such taxes. In case distributions are made in shares of Stock,
the Company shall have the right to retain the value of sufficient shares
to equal the amount of tax to be withheld for such distributions or require
a recipient to pay the Company for any such taxes required to be withheld
on such terms and conditions prescribed by the Committee.
SECTION 13. AMENDMENT AND TERMINATION
- --------------------------------------
(a) The Plan shall terminate on November 25, 2007 and no Stock Option
shall be granted hereunder after that date, provided that the Board may
terminate the Plan at any time prior thereto.
(b) The Board may amend the Plan at any time without notice, provided
however, that the Board may not, without prior approval by the
shareholders, increase the maximum number of shares for which options may
be granted (except as contemplated by the provisions of Section 9).
(c) The proper officers of the Company shall have the authority to amend
the Plan at any time without notice to the extent necessary to comply with
all applicable laws and regulations of any jurisdiction outside of the
United States of America and/or qualify the Plan under applicable
securities, tax or employee benefit laws and regulations of any such
jurisdiction.
(d) Subject to Section 13 (c), no termination or amendment of the Plan
may, without the consent of a Grantee to whom a Stock Option shall
theretofore have been granted, adversely affect the rights of such Grantee
under such Stock Option.
SECTION 14. GOVERNING LAW
- --------------------------
The Plan shall be governed by, and construed and interpreted in accordance
with, the laws of the
<PAGE>
United States of America and applicable state law.
SECTION 15. EFFECTIVE DATE AND SHAREHOLDERS' APPROVAL
- -------------------------------------------------------
The Plan shall become effective November 25, 1997 upon its approval by the
Board, subject to approval or ratification by the affirmative votes of the
holders of a majority of the securities of the Company present, or represented,
and entitled to vote thereon at the next Annual Meeting of Shareholders of the
Company or any adjournment or postponement thereof. The Committee may grant
Stock Options, the exercise of which shall be expressly subject to the condition
that the Plan shall have been approved or ratified by the shareholders of the
Company.
<PAGE>
Exhibit 5
February 10, 1998
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
Re: Becton, Dickinson and Company
1998 Stock Option Plan
Form S-8 Registration Statement
Under the Securities Act of 1933
--------------------------------
Gentlemen:
As Vice President, Secretary and Associate 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 1998 Stock
Option 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
Vice President,
Secretary and
Associate 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 1998 Stock Option Plan of our report dated November 6, 1997, 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, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Hackensack, New Jersey
February 9, 1998
