Registration No. 33-
As filed with the Securities and Exchange Commission on March 23, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM S-8
REGISTRATION STATEMENT(1)
Under
THE SECURITIES ACT OF 1933
-----------------------------------------
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of issuer as specified in its charter)
Delaware
(State of Incorporation) 22-0790350
(I.R.S. Employer Identification No.)
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Address and telephone number of principal executive offices)
BRISTOL-MYERS SQUIBB COMPANY
TEAMSHARE STOCK OPTION PLAN
(EFFECTIVE AS OF DECEMBER 6, 1994)
(Full title of Plan)
-----------------------------------------
John L. McGoldrick, Senior Vice President and General Counsel
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address and telephone number of agent for service)
-----------------------------------------
Copies to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
Attention: Susan P. Serota, Esq.
-----------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, par value.....................................$.10 per share
Amount to be Registered.........................................15,000,000
Proposed Maximum Offering Price Per Share(2)......................$63.8125
Proposed Maximum Aggregate Offering Price(2)...............$957,187,500.00
Amount of Registration Fee(2)..................................$330,070.00
- ------------------------------------------
(1) This Registration Statement also pertains to Rights to Purchase
shares of Series A Participating Preferred Stock of the Registrant
(the "Rights"). Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates
for Bristol-Myers Squibb Company Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right
for each share of Bristol-Myers Squibb Company Common Stock held
subject to adjustment pursuant to anti-dilution provisions.
(2) Pursuant to Rule 457(h) and Rule 457(c), the maximum offering price
per share and the registration fee are based on the reported
average of the high and low prices for Bristol-Myers Squibb Company
Common Stock on the New York Stock Exchange on March 16, 1995.
<PAGE>
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual
Information
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by
Bristol-Myers Squibb Company (the "Company") (File No. 1-1136)
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994, and September
30, 1994;
3. The description of the Company's Common Stock
contained in a Registration Statement filed under the 1934
Act, including any amendment or report filed for the
purpose of updating such description; and
4. The description of the Company's Rights contained
in the Company's Registration Statement on Form 8-A filed
with the Commission pursuant to Section 12(b) of the 1934
Act on December 10, 1987, as amended by an amendment on
Form 8 dated July 27, 1989.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during
which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
<PAGE>
Any statement contained in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
See Item 3.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered pursuant to this
Registration Statement has been passed upon for the Company by
John L. McGoldrick, Senior Vice President and General Counsel of
the Company, 345 Park Avenue, New York, New York, 10154. Mr.
McGoldrick owns, and has options to purchase, common stock of
the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation - a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action, and
the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation. The DGCL provides that it
is not exclusive of other indemnification that may be granted by
a corporation's by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.
Under the terms of the Company's Bylaws and subject to the
applicable provisions of the laws of the State of Delaware, the
Company has indemnified each of its directors and officers, and
any employee of the Company who, at the Company's request, has
served as a director or officer of another corporation in which
the Company owns capital or of which it is a creditor, against
expenses incurred or paid in connection with any claim made
against such director or officer or any actual or threatened
action, suit or proceeding in which such director or officer may
be involved by reason of being or having been a director or
officer of the Company, or of serving or having served at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or not taken
by such director or officer in such capacity, and against the
amount or amounts paid by such director or officer in settlement
of any such claim, action, suit or proceeding or any judgment or
order entered therein.
<PAGE>
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized
thereunder, such as the Company, eliminating or limiting, with
certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Restated Certificate of
Incorporation of the Company eliminates the liability of
directors to the extent permitted by the DGCL.
The Company carries directors' and officers' liability
insurance that covers certain liabilities and expenses of the
Company's directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- ------------
4(a) Restated Certificate of Incorporation of Bristol-Myers
Squibb Company (filed as Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3,
Registration No. 33-33682, dated March 7, 1990).*
4(b) Bylaws of the Registrant, as amended through May 4,
1993 (filed as Exhibit 3(b) to the Registrant's Annual
Report on Form 10-K, File No. 1-1136, for the fiscal
year ended December 31, 1993).*
4(c) Rights Agreement dated as of December 4, 1987, between
the Registrant and Rights Agent named therein, as
amended (filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, File No. 1-1136,
dated December 10, 1987),* as amended by Amendment No.
1 (filed as Exhibit 1 to the Registrant's Form 8; File
No. 1-1136, dated July 27, 1989).*
5 Opinion of the Registrant's General Counsel as to the
legality of securities offered under the Bristol-Myers
Squibb Company TeamShare Stock Option Plan, effective
as of December 6, 1994.
23(a) Consent of Independent Accountants, Price Waterhouse
LLP.
23(b) Consent of Counsel (contained in the Opinion of the
Registrant's General Counsel, Exhibit 5 hereto).
24 Certified resolutions of the Board of Directors of
Bristol-Myers Squibb Company and related Power of
Attorney.
99 Bristol-Myers Squibb Company TeamShare Stock Option
Plan, effective as of December 6, 1994.
- ----------------------------------
* Incorporated by reference
<PAGE>
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs are contained in periodic reports filed
by the Registrant pursuant to Section 13(a) or Section 15(d) of the
1934 Act that are incorporated by reference in the registration
statement:
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, 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; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the issuer's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 the
time shall be deemed to be the initial bona fide offering hereof.
(3) 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 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
<PAGE>
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.
EXPERTS
The financial statements incorporated in the Prospectus constituting
part of this Registration Statement by reference to the Annual Report on
Form 10-K of Bristol-Myers Squibb Company for the year ended December 31,
1993, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
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 City of New York, and the State of New York,
on the 23rd day of March, 1995.
BRISTOL-MYERS SQUIBB COMPANY
*
By-----------------------------------
(Charles A. Heimbold, Jr.
President, Chief Executive Officer
and Director)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated and on the 23rd day of March, 1995.
Signature Title
- --------- -----
*
- ---------------------------- President, Chief Executive Officer and
(Charles A. Heimbold, Jr.) Director (Principal Executive Officer)
*
- ---------------------------- Executive Vice President and Director
(Michael E. Autera)
/s/ Frederick S. Schiff
- ---------------------------- Corporate Staff Vice President and
(Frederick S. Schiff) Controller
(Principal Accounting Officer)
*
- ---------------------------- Chairman of the Board of Directors
(Richard L. Gelb)
*
- ---------------------------- Director
(Robert E. Allen)
*
- --------------------------- Director
(Ellen V. Futter)
*
- ---------------------------- Director
(Louis V. Gerstner, Jr.)
*
- ---------------------------- Director
(John D. Macomber)
*
- ---------------------------- Director
(Alexander Rich, M.D.)
*
- ---------------------------- Director
(James D. Robinson III)
*
- ---------------------------- Director
(Andrew C. Sigler)
*
- ---------------------------- Director
(Louis W. Sullivan, M.D.)
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement or amendment thereto on behalf of each of
the above-indicated directors or officers of Bristol-Myers Squibb
Company pursuant to powers of attorney executed by each such
director or officer.
/s/ Charles G. Tharp
- ---------------------------------------------------
(Charles G. Tharp, Attorney-in-fact)
<PAGE>
Registration No. 33-
---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
EXHIBITS
filed with
Form S-8
Registration Statement
Under
The Securities Act of 1933
------------------------------------
Bristol-Myers Squibb Company TeamShare Stock Option Plan
Effective as of December 6, 1994
(Full title of Plan)
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of Issuer as specified in its charter)
<PAGE>
Bristol-Myers Squibb Company
--------------------------------------------
Exhibit Index
Exhibit Sequential
Number Description Page Number
- -------- ------------ -----------
4(a) Restated Certificate of Incorporation of
Bristol-Myers Squibb Company (filed as
Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3, Registration No. 33-33682,
dated March 7, 1990). *
4(b) Bylaws of the Registrant, as amended through May 4,
1993 (filed as Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K, File No. 1-1136, for
the fiscal year ended December 31, 1993). *
4(c) Rights Agreement dated as of December 4, 1987,
between the Registrant and the Rights Agent named
therein, as amended (filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A,
File No. 1-1136, dated December 10, 1987), as
amended by Amendment No. 1 (filed as Exhibit 1
to the Registrant's Form 8, File No. 1-1136,
dated July 27, 1989). *
5 Opinion of the Registrant's General Counsel as
to the legality of securities offered under the
Bristol-Myers Squibb Company TeamShare Stock Option
Plan, effective as of December 6, 1994.
23(a) Consent of Independent Accountants, Price Waterhouse LLP.
23(b) Consent of Counsel (contained in the Opinion of the
Registrant's General Counsel, Exhibit 5 hereto).
24 Certified resolutions of the Board of Directors of
Bristol-Myers Squibb Company and related Power of
Attorney.
99 Bristol-Myers Squibb Company TeamShare Stock Option
Plan, effective as of December 6, 1994.
- --------------------------------------------
* Incorporated by reference.
<PAGE>
EXHIBIT 5
March 21, 1995
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Re: Bristol-Myers Squibb Company - Registration
Statement on Form S-8 relating to the Bristol-
Myers Squibb Company TeamShare Stock Option
Plan, effective as of December 6, 1994 (the
"Registration Statement")
---------------------------------------------
Gentlemen:
In connection with the proposed sale of up to 15,000,000 shares of
the common stock par value $.10 (the "Shares") of Bristol-Myers Squibb
Company (the "Company") pursuant to the Bristol-Myers Squibb Company
TeamShare Stock Option Plan (the "Plan") with respect to which a
Registration Statement on Form S-8 has been prepared for filing with
the Securities and Exchange Commission pursuant to the Securities Act
of 1933, I have examined or supervised the examination of such
corporate records, other documents and questions of law as I considered
necessary for the purpose of this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Securities Act of 1933 and
of State securities "blue sky" laws shall have been complied
with;
(b) the Company's Board of Directors shall have duly authorized
the issue and sale of the Shares; and
(c) the Shares shall have been duly issued and paid for (in an
amount not less than $.10 par value thereof);
the Shares will be legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement on Form S-8 and to the reference to me under the
caption "Legal Opinion" in the Registration Statement and related
Prospectus, and any amendments thereto, filed or distributed in
connection with the Plan.
Very truly yours,
/s/ John L. McGoldrick
------------------------------
John L. McGoldrick
General Counsel
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated January 20, 1994 which appears on
page 39 of the 1993 Annual Report to Shareholders of Bristol-
Myers Squibb Company, which is incorporated by reference in
Bristol-Myers Squibb Company's Annual Report on Form 10-K for
the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 50 of such Annual
Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
March 22, 1995
<PAGE>
EXHIBIT 24
CERTIFICATION
I, Raquel I. Maldonado, Assistant Secretary of Bristol-
Myers Squibb Company (the "Company"), a corporation organized
under the laws of the State of Delaware, hereby certify that the
attached is a true and exact copy of a resolution taken from the
minutes of a regular meeting of the Board of Directors of said
corporation, held at the offices of the Company, 345 Park
Avenue, New York, New York, on the 6th day of December, 1994.
IN WITNESS WHEREOF, I have hereunto placed my hand and the
seal of the corporation on this 30th day of January, 1995.
/s/ Raquel I. Maldonado
-----------------------------
Assistant Secretary
<PAGE>
RESOLVED, that the Bristol-Myers Squibb Company TeamShare
Stock Option Plan (the "Plan"), in substantially the form
presented to this meeting and attached hereto as Exhibit C, is
hereby adopted effective December 6, 1994, with such changes
therein as the designated officers (as defined below) of
Bristol-Myers Squibb Company (the "Company") deem necessary or
desirable, and
RESOLVED, that the adoption of said Plan is hereby declared
to be advisable.
RESOLVED, that the Chairman, the President, any Executive
Vice President, any Senior Vice President, any Vice President or
the Secretary of the Company ("designated officers") are each
authorized and empowered (a) to certify these resolutions to any
person and (b) to execute all other documents and certifications
in order to comply with the legal and other requirements
pertaining to the Plan or otherwise to carry out the purposes
and intent of the foregoing resolutions; and
RESOLVED, that 15,000,000 shares of the Company's Common
Stock (par value $.10 per share) be and hereby are reserved for
issuance from time to time for offering under and pursuant to
the Plan, and, upon the issuance and sale of said shares
pursuant to the Plan, said shares will be fully paid and non-
assessable by the Company; and
RESOLVED, that the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933 for the
registration of the shares of the Company's Common Stock to be
issued pursuant to the Plan is hereby approved and that each of
the designated officers of the Company is hereby authorized and
empowered to execute said Registration Statement on behalf of
the Company and to cause the same to be filed with the
Securities and Exchange Commission (the "Commission"); and
RESOLVED, that each of the designated officers is
authorized and empowered to execute and file all such
instruments and documents, make all payments and do all such
other acts and things, including the execution and filing of an
amendment or amendments to said Registration Statement, as such
officer may deem necessary or desirable in order to effect such
filing and procure the effectiveness of said Registration
Statement; and
RESOLVED, that for the purposes of executing the
Registration Statement and causing the same to be filed with the
Commission and of remedying any deficiencies or making any
changes with respect thereto by an appropriate amendment or
amendments, the directors and officers of the Company be, and
each of them hereby is, authorized and empowered to give their
several powers of attorney to Rodolphe Hamel, Frederick S.
Schiff and Charles G. Tharp, or any one of them; and that the
power of attorney, in the form presented to this meeting, be,
and it hereby is, approved with such changes therein as the
designated officers, or any one of them, may deem necessary or
desirable; and
<PAGE>
RESOLVED, that it is desirable and in the best interest of
the Company that its securities be qualified or registered for
sale in various states and foreign countries; that the
designated officers are each authorized to determine the states
and foreign countries in which appropriate action shall be taken
to qualify or register for sale all or such part of the shares
of the Company's Common Stock (par value $.10 per share) to be
issued under the Plan, as the designated officers may deem
necessary or advisable; that each of the designated officers are
hereby authorized to perform on behalf of the Company any and
all such acts as they may deem necessary or advisable in order
to comply with the applicable laws of any such states and
foreign countries, and in connection therewith to execute and
file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process;
and the execution by the designated officers of any such paper
or documents or the doing by them of any act in connection with
the foregoing matters shall conclusively establish their
authority thereof from the Company and the approval and
ratification by the Company of the papers and documents so
executed and the action so taken; and
RESOLVED, that the designated officers are each authorized
and directed on behalf of the Company to prepare, execute and
cause to be filed with the New York Stock Exchange, Inc., and
the Pacific Stock Exchange, Incorporated, applications for the
listing of the shares of the Company's Common Stock, par value
$.10 per share, to be issued under the Plan, and to execute and
file such documents and instruments and to take any and all such
action in connection therewith, including the execution and
filing of such amendment or amendments, supplement or
supplements, exhibit or exhibits thereto, as the designated
officers may deem necessary or desirable; and
RESOLVED, that the designated officers are each authorized
to appear before the New York Stock Exchange, Inc. and the
Pacific Stock Exchange, Incorporated, with authority to make
such changes in the application filed with each such Exchange,
or in the exhibits, agreements or instruments relating thereto,
and to do such other acts and things as they may deem necessary
or desirable to conform to the requirements for listing on each
such Exchange.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Rodolphe Hamel,
Frederick S. Schiff and Charles G. Tharp, and each of them
severally, that person's true and lawful attorney-in-fact, with
power to act with or without the others, and with power of
substitution and resubstitution, to execute in that person's
name, place and stead in that person's capacity as a Director
and/or officer of Bristol-Myers Squibb Company a Registration
Statement on Form S-8, and any and all amendments thereto,
relating to the Bristol-Myers Squibb Company TeamShare Stock
Option Plan, with exhibits thereto, and all documents necessary
or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or their
substitutes, may do or cause to be done by virtue hereof.
<PAGE>
/s/ Robert E. Allen
- -------------------------------
ROBERT E. ALLEN December 6, 1994
/s/ Michael E. Autera
- -------------------------------
MICHAEL E. AUTERA December 6, 1994
/s/ Ellen V. Futter
- -------------------------------
ELLEN V. FUTTER December 6, 1994
/s/ Richard L. Gelb
- -------------------------------
RICHARD L. GELB December 6, 1994
/s/ Louis V. Gerstner, Jr.
- ------------------------------
LOUIS V. GERSTNER, JR. December 6, 1994
/s/ Charles A. Heimbold, Jr.
- ------------------------------
CHARLES A. HEIMBOLD, JR. December 6, 1994
/s/ John D. Macomber
- ------------------------------
JOHN D. MACOMBER December 6, 1994
/s/ Alexander Rich, M.D.
- ------------------------------
ALEXANDER RICH, M.D. December 6, 1994
/s/ James D. Robinson III
- ------------------------------
JAMES D. ROBINSON III December 6, 1994
/s/ Andrew C. Sigler
- ------------------------------
ANDREW C. SIGLER December 6, 1994
/s/ Louis W. Sullivan, M.D.
- ------------------------------
LOUIS W. SULLIVAN, M.D. December 6, 1994
<PAGE>
EXHIBIT 99
BRISTOL-MYERS SQUIBB COMPANY
TeamShare Stock Option Plan
1. Purpose: The purpose of the TeamShare Stock Option
Plan (the "Plan") is to advance the interests of Bristol-Myers
Squibb Company, its Subsidiaries and Affiliates by giving
substantially all Employees a stake in the Company's future
growth, in the form of stock options, thereby improving such
Employees' long-term incentives and aligning their interests
with those of the Company's shareholders.
2. Definitions: For purposes of this Plan:
(a) "Affiliate" shall mean any entity in which the
Company has an ownership interest of more than 50%.
(b) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(c) "Common Stock" shall mean the Company's common
stock (par value $.10 per share).
(d) "Company" shall mean Bristol-Myers Squibb
Company.
(e) "Disability" or "Disabled" shall mean qualifying
for and receiving payments under a long-term disability pay
plan maintained by the Company or any Subsidiary or
Affiliate or as required by or available under applicable
local law.
(f) "Employee" shall mean any individual employed
by the Company or any Subsidiary or Affiliate excluding leased
employees within the meaning of Section 414(n) of the Code and
key executives of the Company or any of its Subsidiaries
or Affiliates.
(g) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(h) "Fair Market Value" shall mean the average of the
high and low sale prices of a share of Common Stock on the
New York Stock Exchange, Inc. composite tape on the date of
measurement or on any date as determined by the Committee
and if there were no trades on such date, on the day on
which a trade occurred next preceding such date.
(i) "Retirement" shall mean termination of the
employment of an Employee with the Company or any
Subsidiary or Affiliate on or after (i) the Employee's 65th
birthday or (ii) the Employee's 55th birthday if the
Employee has completed 10 years of service with the
Company, its Subsidiaries and/or its Affiliates.
<PAGE>
(j) "Subsidiary" shall mean any corporation which at
the time qualifies as a subsidiary of the Company under the
definition of "subsidiary corporation" in Section 424 of
the Code.
3. Shares Available for Options: The amount of shares of
the Company's stock which may be issued for options granted
under the Plan shall not exceed 15,000,000, subject to
adjustment under Section 9 hereof.
4. Administration: The Plan shall be administered under
the supervision of the Board of Directors of the Company which
shall exercise its powers, to the extent herein provided,
through the agency of the Compensation and Management
Development Committee (the "Committee") appointed by the Board
of Directors of the Company and shall consist of not less than
three directors who shall serve at the pleasure of the Board.
The Committee, from time to time, may adopt rules and
regulations for carrying out the provisions and purposes of the
Plan and make such other determinations, not inconsistent with
the terms of the Plan, as the Committee shall deem appropriate.
The interpretation and construction of any provision of the Plan
by the Committee shall, unless otherwise determined by the Board
of Directors, be final and conclusive.
The Committee shall maintain a written record of its
proceedings. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts unanimously
approved in writing, shall be the acts of the Committee.
Notwithstanding the foregoing, the Committee may designate
persons other than members of the Committee to carry out such
responsibilities of the Committee under the Plan as it may deem
appropriate. The delegation of responsibilities will be
effected by written instrument executed by the Committee.
5. Eligibility: An option may be granted to an Employee
who has completed three years of service and is actively
employed with the Company or any Subsidiary or Affiliate on the
grant date provided the Employee regularly works or is
anticipated to regularly work at least 1,000 hours in a twelve
(12) consecutive month period.
The adoption of this Plan shall not be deemed to give any
Employee any right to be granted an option to purchase Common
Stock of the Company, except to the extent and upon such terms
and conditions as may be determined by the Committee.
<PAGE>
6. Stock Options: Stock options under the Plan shall
consist of nonqualified stock options.
Each option shall be subject to the following terms and
conditions:
(a) Grant of Options. The Committee shall (1)
determine the date(s) on which options may be granted, (2)
select the Employees to whom options may be granted or
offered subject to collective bargaining where required,
(3) determine the number of shares to be covered by each
option so granted, (4) determine the terms and conditions
(not inconsistent with the Plan) of any option granted
hereunder (including but not limited to restrictions upon
the options, conditions of their exercise, or on the shares
of Common Stock issuable upon exercise thereof), and (5)
prescribe the form of the instruments necessary or
advisable in the administration of options.
(b) Terms and Conditions of Option. Any option
granted under the Plan shall be evidenced by a Stock
Option Agreement executed by the Company and the optionee,
in such form as the Committee shall approve, which
agreement shall be subject to the following terms and
conditions and shall contain such additional terms and
conditions not inconsistent with the Plan.
(1) Number of Shares Subject to an Option. The
Stock Option Agreement shall specify the number of
shares of Common Stock subject to the Agreement.
(2) Option Price. The purchase price per share
of Common Stock purchasable under an option will be
determined by the Committee but will be not less than
the Fair Market Value in U.S. dollars of a share of
Common Stock on the date of the grant of such option.
(3) Option Period. The period of each option
shall be fixed by the Committee, but no option shall
be exercisable after the expiration of ten years from
the date the option is granted.
(4) Consideration. Each optionee, as
consideration for the grant of an option, shall remain
in the continuous employ of the Company or of one of
its Subsidiaries or Affiliates for at least one year
from the date of the granting of such option, and no
option shall be exercisable until after the completion
of such one year period of employment by the optionee.
(5) Exercise of Option.
(a) An option shall be exercised by
delivering notice to the Company or its designee
at such address and in such form as shall be
designated by the Committee from time to time or
pursuant to such other procedures that may be
established by the Committee from time to time
for the exercise of options.
<PAGE>
(b) An option shall be exercised by any
of the following methods:
(i) Delivery of written notice to
the Company or its designee of
intention to exercise, including a
certified personal check, certified
broker's check or bank draft to
cover the exercise price and
estimated withholding taxes;
(ii) Delivery of written notice to
the Company or its designee of
intention to exercise, including a
certified personal check, certified
broker's check or bank draft to cover
the exercise price and the
authorization for the Company or its
designee to withhold the appropriate
number of shares being exercised to
cover the optionee's withholding tax
liability. The certified personal
check, certified broker's check or
bank draft should also include the
current value of one share of Common
Stock;
(iii) Delivery of written or verbal
notice to the Company or its designee
of intention to exercise the option by
means of selling the appropriate
number of shares to cover the exercise
price, broker's commissions and other
related expenses, if any, and the
authorization for the Company or its
designee to withhold the appropriate
number of shares being exercised to
cover the optionee's withholding tax
liability. The remainder of the
shares exercised will be delivered
to the optionee in Common Stock.
(c) The Committee shall have the
authority to establish procedures under
all methods, including without limitation
the designation of the brokerage firm or
firms through which exercises shall be
effected.
(d) Under all of the methods
indicated in (b) above, the option
exercise price shall be paid in full at
the time of exercise in U.S. dollars,
and the Company shall require the
optionee to pay the Company in U.S.
dollars at the time of exercise the
amount of tax required to be withheld by
the Company under applicable foreign,
federal, state and local withholding tax
laws. In no case may an option be
exercised by the methods described in
(i) and (ii) above as to less than 50
shares at any time (or the remaining
shares covered by the option if less
than 50) during the term of the option;
an option may be exercised as to no less
than 200 shares by method (iii) unless
less than 200 shares remain at the time
of exercise.
<PAGE>
(e) Except as provided in
subsections (7), (8), (9), and (10),
an optionee must be an Employee at the
time of exercise of an option.
(6) Nontransferability of Options. No option
granted under the Plan shall be transferable by the
optionee otherwise than by will or by the laws of
descent and distribution, and such option shall be
exercisable, during the optionee's lifetime, only by
the optionee.
(7) Termination. An optionee who terminates
employment with the Company or any Subsidiary or
Affiliate (other than by Retirement, Disability or
death) subsequent to the third anniversary of the
grant date may exercise such option until the earlier
of three months from the optionee's termination date
or the expiration of the option period set forth
therein. In the case of an optionee who terminates
employment prior to the third anniversary of the grant
date, the option will lapse.
If an optionee is laid off or granted a leave of
absence under a policy of the Company or any
Subsidiary or Affiliate, his absence from work shall
be treated as though the optionee remained in the
employ of the Company, Subsidiary or Affiliate,
provided that (i) in the case of a leave of absence,
the optionee returns to work at the end of the
approved period of absence and (ii) in the case of a
layoff, the optionee returns to work within twelve
months of the date the period of layoff commenced. An
optionee who does not return to work as set forth
above shall be treated as if his employment terminated
effective as of (i) the date the optionee was
scheduled to return to work, in the case of an
approved leave of absence and (ii) the expiration of
the twelve month period, in the case of an optionee
who is laid off.
(8) Retirement. An optionee who, after
having been continuously employed for one year
subsequent to the date of the granting of an
option, retires from the Company or any
Subsidiary or Affiliate may exercise such
option on or after the third anniversary
of the date the option was granted, but in no
event after the expiration of the option period
set forth therein. In the case of an optionee who
retires prior to completing one year of continuous
service subsequent to the grant date, the option
will lapse.
<PAGE>
(9) Disability. An optionee who ceases to be
actively employed by reason of Disability shall be
treated as though the optionee remained in the employ
of the Company or a Subsidiary or Affiliate until the
earlier of (i) cessation of payments under a
disability pay plan of the Company, Subsidiary or
Affiliate, (ii) the optionee's death, or (iii) the
optionee's 65th birthday.
(10) Death. In the event of the death of the
optionee
(a) while in the employ of the
Company or of any of its Subsidiaries or
Affiliates and provided the optionee
shall have been continuously employed
for one year after the granting of the
option, the option shall be exercisable
immediately by the executors,
administrators, legatees or distributees
of the optionee's estate, as the case
may be, but in no event after the
expiration of the option period set
forth therein,
(b) while in the employ of the
Company or a Subsidiary or Affiliate
but before the first anniversary of the
grant, the option will immediately lapse,
(c) after Retirement, as defined
in Section 2(i), and provided the
optionee shall have been continuously
employed for one year after the granting
of the option, the option shall be
exercisable immediately by the executors,
administrators, legatees or distributees
of the optionee's estate, as the case may
be, but in no event after the expiration
of the option period set forth therein,
(d) after termination, but within
the three month period indicated in
Section 6(b)(7), and provided the
optionee shall have been continuously
employed for three years after the
granting of the option, the option shall
be exercisable immediately by the
executors, administrators, legatees or
distributees of the optionee's estate,
as the case may be, until the earlier
of one year from the date of death or
the expiration of the option period set
forth therein.
In the event any option is exercised by the
executors, administrators, legatees or distributees of
the estate of a deceased optionee, the Company shall
be under no obligation to issue stock thereunder
unless and until the Company is satisfied that the
person or persons exercising the option are the duly
appointed legal representatives of the deceased
optionee's estate or the proper legatees or
distributees thereof.
<PAGE>
(11) Optionees who become Subject to Section
16 of the Exchange Act. If, subsequent to the
grant date, an optionee becomes subject to Section
16 of the Exchange Act, the option and all rights
of the optionee thereunder, shall terminate
effective as of the day prior to such designation.
7. Change in Control: In the event of a change in
control of the Company prior to the exercise of options granted
under this Plan, but after the optionee has completed one year
of continuous employment subsequent to the date of the granting
of an option, all outstanding options shall become immediately
fully vested and exercisable notwithstanding any provisions of
the Plan to the contrary. For the purpose of this Plan a change
in control shall be deemed to have occurred on the earlier of
the following dates:
(a) The date any entity or person (including a
"group" as defined in Section 13(d)(3) of the Exchange Act)
shall have become the beneficial owner of, or shall have
obtained voting control over twenty percent (20%) or more
of the outstanding common shares of the Company;
(b) The date the shareholders of the Company approve
a definitive agreement (i) to merge or consolidate the
Company with or into another corporation, in which the
Company is not the continuing or surviving corporation or
pursuant to which any common shares of the Company would be
converted into cash, securities or other property of
another corporation, other than a merger of the Company in
which holders of common shares immediately prior to the
merger have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the
merger as immediately before, or (ii) to sell or otherwise
dispose of substantially all the assets of the Company; or
(c) The date there shall have been a change in a
majority of the Board of Directors of the Company within a
twelve (12) month period unless the nomination for election
by the Company's shareholders of each new director was
approved by the vote of three-fourths of the directors then
still in office who were in office at the beginning of the
twelve (12) month period.
8. Determination of Breach of Conditions: The
determination of the Committee as to whether an event has
occurred resulting in a forfeiture or a termination or reduction
of the Company's obligations in accordance with the provisions
of the Plan shall be conclusive.
9. Adjustment in the Event of Change in Stock: In the
event of changes in the outstanding Common Stock of the Company
by reason of stock dividends, recapitalization, mergers,
consolidations, split-ups, combinations or exchanges of shares
and the like, the aggregate number and class of shares available
under the Plan, the number, class and the price of shares
subject to outstanding options and the minimum number of shares
that may be exercised (as set forth in Section 6(b)(5)(d)) shall
be appropriately adjusted by the Committee, whose determination
shall be conclusive.
<PAGE>
10. Taxes: In connection with the transfer of shares of
Common Stock to an optionee (or at such earlier date as may be
required by local law), the Company will require the optionee to
pay the amount required by any applicable governmental entity to
be withheld or otherwise deducted and paid with respect to such
transfer ("Withholding Tax"). Subject to Section 11 hereof, an
optionee shall satisfy the obligation to pay Withholding Tax by
providing the Company with funds (in U.S. dollars) sufficient to
enable the Company to pay such Withholding Tax or by requiring
the Company to retain or to accept upon delivery thereof by the
optionee shares of Common Stock sufficient in value to cover the
amount of such Withholding Tax.
11. Employees Based Outside of the United States:
Notwithstanding any provision of the Plan to the contrary, in
order to foster and promote achievement of the purposes of the
Plan or to comply with provisions of laws in other countries in
which the Company, its Affiliates and its Subsidiaries operate
or have Employees, the Committee, in its sole discretion, shall
have the power and authority to (i) determine which Employees
employed outside the United States are eligible to participate
in the Plan, (ii) modify the terms and conditions of any
options granted to Employees who are employed outside the United
States and (iii) establish subplans, modified option exercise
procedures and other terms and procedures to the extent such
actions may be necessary or advisable.
12. Amendment of the Plan: The Board of Directors may
amend or suspend the Plan at any time and from time to time. No
such amendment of the Plan may, however, without the written
consent of the optionee, alter or impair any option.
13. Miscellaneous: By accepting any benefits under the
Plan, each optionee and each person claiming under or through
such optionee shall be conclusively deemed to have indicated
acceptance and ratification of, and consent to, any action taken
or made to be taken or made under the Plan by the Company, the
Board, the Committee or any other Committee appointed by the
Board. No participant or any person claiming under or through
him shall have any right or interest, whether vested or
otherwise, in the Plan or in any option thereunder, contingent
or otherwise, unless and until all of the terms, conditions and
provisions of the Plan and the Agreement that affect such
participant or such other person shall have been complied with.
Nothing contained in the Plan or in any Agreement shall require
the Company to segregate or earmark any cash or other property.
Neither the adoption of the Plan nor its operation shall in any
way affect the rights and powers of the Company or any of its
Subsidiaries or Affiliates to dismiss and/or discharge any
Employee at any time.
<PAGE>
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased
upon the exercise of any option granted under the Plan prior to
(i) the admission of such shares to listing on any stock
exchange on which the stock may then be listed, (ii) the
completion of any registration or other qualification of such
shares under any state or federal law or rulings or regulations
of any governmental regulatory body, (iii) the obtaining of any
consent or approval or other clearance from any governmental
agency, which the Company shall, in its sole discretion,
determine to be necessary or advisable, and (iv) the payment to
the Company, upon its demand, of any amount requested by the
Company for the purpose of satisfying its liability, if any, to
withhold federal, state or local income or earnings tax or any
other applicable tax or assessment (plus interest or penalties
thereon, if any caused by a delay in making such payment)
incurred by reason of the exercise of any option granted under
the Plan or the transfer of shares thereupon.
14. Term of the Plan: The Plan shall become effective as
of December 6, 1994 by action of the Board of Directors. The
Plan shall terminate on December 5, 1999, or at such earlier
date as may be determined by the Board of Directors.
Termination of the Plan, however, shall not affect the rights of
optionees under options theretofore granted to them, and all
unexpired options shall continue in force and operation after
termination of the Plan except as they may lapse or be
terminated by their own terms and conditions.
15. Governing Law: This Plan, and the validity and
construction of any options granted hereunder, shall be governed
by the laws of the State of New York.
<PAGE>
