As filed with the Securities and Exchange Commission on August 21, 1995
Registration No. 33-61147
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Bristol-Myers Squibb Company
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
22-079-0350
(I.R.S. Employer Identification No.)
345 Park Avenue
New York, N.Y. 10154
(212) 546-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------------
John L. McGoldrick, Esq. Alice C. Brennan
Senior Vice President and Vice President and
General Counsel Corporate Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, N.Y. 10154
(212) 546-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Susan Webster, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019
(212) 474-1000
---------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
=============================================================================
<PAGE>
PROSPECTUS
BRISTOL-MYERS SQUIBB COMPANY
2,500,000 Shares of Common Stock
Par Value $.10 per Share
This Prospectus relates to 2,500,000 shares of Common Stock,
par value $.10 per share (the "Securities") of Bristol-Myers Squibb
Company, a Delaware corporation (the "Company"), issued to the
shareholders named herein under the caption "Selling Shareholders"
(the "Selling Shareholders") in connection with the acquisition by the
Company of Matrix Essentials, Inc., which Securities are being offered
for sale pursuant hereto for the account of such Selling Shareholders.
This Prospectus is to be used in connection with the sale from time to
time by the Selling Shareholders of the Securities.
The Company has agreed with the Selling Shareholders to
register the Securities offered hereby. The Company has also agreed to
pay certain fees and expenses incident to such registration, including
certain fees and expenses of any attorneys and accountants employed by
the Selling Shareholders and certain other costs directly incurred by
the Selling Shareholders in connection with the offering of the
Securities pursuant hereto. It is estimated that the fees and expenses
payable by the Company in connection with the registration of the
Securities will be approximately $155,000. The Company intends to keep
the registration statement, of which this Prospectus is a part,
effective for a period of no longer than 90 days from the date of this
Prospectus.
The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange. On August 17, 1995 the
last sale price on the New York Stock Exchange for one share of Common
Stock of the Company was $68.25.
The Selling Shareholders, their donees or estates, and their
respective pledgees and dealers who may purchase from the foregoing,
may from time to time sell all or part of the Securities that may be
offered by such person hereunder on the New York Stock Exchange, the
Pacific Stock Exchange or other securities exchange or over the
counter market, at prices and at terms then prevailing or in
negotiated transactions or otherwise. The price at which any of the
shares of Common Stock may be sold, and the commissions, if any, paid
in connection with any sale, are unknown and may vary from transaction
to transaction. See "Plan of Distribution" below. It is understood
that the Securities and Exchange Commission (the "Commission") may
take the view that, under certain circumstances, such persons
effecting resales of Securities purchased and dealers or brokers
handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities
Act of 1933, and the rules and regulations promulgated thereunder (the
"Securities Act"), with respect to such sales.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is August , 1995.
<PAGE>
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company or by any underwriter, dealer or
agent. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the Securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which it relates. Neither the delivery
of this Prospectus nor any sale of or offer to sell the Securities
offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the
date hereof or that the information herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and
other information filed by the Company with the Commission pursuant to
the informational requirements of the Exchange Act can be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, 13th
Floor, New York, New York 10048 and Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained upon written request
addressed to the Securities and Exchange Commission, Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information
can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, and at the offices of the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104, on which certain of the Company's securities are listed.
This Prospectus forms a part of a registration statement on
Form S-3 (referred to herein, including all amendments and exhibits,
as the "Registration Statement") which the Company has filed under the
Securities Act with respect to the Securities. This Prospectus does
not contain all the information otherwise set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement
and the exhibits filed as part thereof. The Registration Statement may
be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph.
Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its
entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference (i) its Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, (ii)
its Quarterly Report on Form 10-Q for the three months ended March 31,
1995; (iii) its Current Report on Form 8-K filed with the Commission
on May 1, 1995; (iv) its Current Report on Form 8-K filed with the
Commission on June 16, 1995, (v) the description of the Common Stock
contained in the registration statement filed under the Exchange Act,
including any amendment or reports filed for the purpose of updating
such description, (vi) the description of the Rights to Purchase
Preferred Stock contained in the Registration Statement on the
Company's Form 8-A dated December 10, 1987 and the Company's Form 8
dated July 27, 1989 and (vii) its Proxy Statement and Notice of Annual
Meeting of Stockholders for the annual meeting held on May 2, 1995,
each of which has been filed with the Commission pursuant to the
requirements of the Exchange Act.
<PAGE>
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the termination of the offering of the Securities offered
hereby shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein
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 Prospectus.
The Company will furnish without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and all
documents incorporated herein by reference (not including exhibits to
such documents, unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to
Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York
10154, Attention: Corporate Secretary (telephone number: (212)
546-3309).
BRISTOL-MYERS SQUIBB COMPANY
The Company is a world-wide organization engaged primarily
in the manufacture and sale of a broad range of pharmaceutical
products, medical devices, nonprescription health products, toiletries
and beauty aids. The Company's principal business segments are:
Pharmaceutical Products, including prescription medicines,
mainly cardiovascular, anti-infective and anti-cancer drugs,
central nervous system drugs and other pharmaceutical
products;
Medical Devices, including orthopaedic implants, ostomy and
wound care products, surgical instruments and other medical
devices;
Nonprescription Health Products, including infant formulas
and other nutritional products, analgesics, cough/cold
remedies and skin care products; and
Toiletries and Beauty Aids, including haircoloring and hair
care preparations, deodorants, anti-perspirants, toiletries
and other beauty aids.
All references herein to the Company include Bristol-Myers
Squibb Company and its subsidiaries, unless the context otherwise
requires.
The principal executive offices of the Company are located
at 345 Park Avenue, New York, New York 10154. Its telephone number is
(212) 546-4000.
<PAGE>
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the
Securities. All proceeds from the sale of the Securities will be for
the account of the Selling Shareholders described below. See "Selling
Shareholders" and "Plan of Distribution" described below.
DESCRIPTION OF CAPITAL STOCK
Capital Stock
The following statements with respect to the Company's
capital stock are subject to the detailed provisions of the Company's
Restated Certificate of Incorporation (the "Certificate of
Incorporation"), Bylaws, as amended (the "Bylaws") and the Rights
Agreement (defined below). These statements do not purport to be
complete and are qualified in their entirety by reference to the terms
of the Certificate of Incorporation, the Bylaws and the Rights
Agreement, each of which are incorporated by reference into this
Prospectus.
The Company's authorized capital stock consists of 1.5
billion shares of common stock, par value $.10 per share (the "Common
Stock"), and 10 million shares of preferred stock. As of August 17,
1995, 507,059,921 shares of Common Stock were issued and outstanding
(excluding 32,910,712 shares held in treasury) and 19,748 shares of
Cumulative Convertible Preferred Stock of the Company, par value $1.00
per share (the "Convertible Preferred Stock") were issued and
outstanding.
Common Stock
The holders of Common Stock are entitled to receive
dividends when and as declared by the Board of Directors of the
Company out of funds legally available therefor, subject to the terms
of any preferred stock of the Company at the time outstanding.
The holders of Common Stock are entitled to one vote for
each share on all matters voted on by stockholders, including
elections of directors. The holders of the Common Stock do not have
any cumulative voting, conversion, redemption or preemptive rights. In
the event of dissolution, liquidation or winding up of the Company,
holders of the Common Stock will be entitled to share ratably,
together with any participating preferred stock of the Company, in any
assets remaining after the satisfaction in full of the prior rights of
creditors, including holders of indebtedness of the Company, and the
aggregate liquidation preference of any preferred stock of the Company
then outstanding.
The outstanding shares of the Company Common Stock are
listed on the New York Stock Exchange and the Pacific Stock Exchange.
Chemical Bank, 450 West 33rd Street, New York, New York 10001 and
Chemical Trust Company of California, 50 California Street-10th Floor,
San Francisco, California 94111 are the transfer agents and registrars
for the Common Stock.
The rights of the holders of Common Stock are subject to the
rights of the holders of the Convertible Preferred Stock described
below. Each share of Common Stock also carries with it an associated
Right to Purchase Preferred Stock, also described below.
<PAGE>
Cumulative Convertible Preferred Stock
Dividend Rights. Holders of Convertible Preferred Stock are
entitled to receive, when and as declared by the Board of Directors of
the Company out of funds legally available for payment, annual
dividends in an amount per share equal to $2.00. Dividends on shares
of Convertible Preferred Stock are payable on the first day of March,
June, September and December of each year. Dividends on the
Convertible Preferred Stock are cumulative and accrue on a day-to-day
basis.
For so long as the Convertible Preferred Stock is
outstanding, the Company may not declare or pay any dividend on Common
Stock or redeem or purchase any other preferred stock of the Company
or purchase Common Stock, unless full cumulative dividends on the
Convertible Preferred Stock have been paid or declared, and funds set
apart for payment thereof.
Conversion Provisions. At the election of the holder
thereof, each share of Convertible Preferred Stock is convertible into
shares of Common Stock, subject to adjustment as set forth below. As
of the date of this Prospectus, each share of Convertible Preferred
Stock is convertible into 4.24 shares of Common Stock. With respect to
shares of Convertible Preferred Stock called for redemption,
conversion rights will expire at the close of business on the date
fixed for redemption, unless the Company defaults in the payment of
the redemption price.
No fractional shares will be issued upon conversion, and, in
lieu thereof, an adjustment in cash will be made based upon the
closing price of Common Stock on the NYSE on the day of conversion.
The conversion rate will be subject to adjustment in certain
events to preserve the relative rights of holders of Convertible
Preferred Stock, including certain subdivisions and combinations of
Common Stock, certain reclassifications, and certain consolidations
and mergers of the Company. Adjustments in the conversion rate will be
deferred until cumulative adjustments shall have resulted in a change
of the conversion rate by at least one one-hundredth of one share of
Common Stock. No payment or allowance will be made upon conversion in
respect of any accrued and unpaid dividends.
Liquidation Rights. In the event of liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary, the
holders of Convertible Preferred Stock then outstanding are entitled
to receive $50.00 per share plus all accrued and unpaid dividends.
Redemption. The Convertible Preferred Stock is redeemable,
at the option of the Company, in whole or in part, at the price of
$50.00 per share together with accrued and unpaid dividends at the
date of redemption. If the Company shall redeem less than all of the
outstanding shares of the Convertible Preferred Stock, the Board of
Directors of the Company will determine the shares to be redeemed by
lot.
Voting Rights. Each share of Convertible Preferred Stock
entitles the holder thereof to one vote per share and, except as
otherwise provided by the Certificate of Incorporation or as required
by law, the Convertible Preferred Stock and the Common Stock vote as
one class except that while holders of shares of Convertible Preferred
Stock voting as a class are entitled to elect two directors as
provided in the Certificate of Incorporation, such holders are not
entitled to participate with the Common Stock in the election of any
other directors.
Without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Convertible Preferred Stock,
the Company may not amend, alter or repeal any provision of the
Certificate of Incorporation or Bylaws so as to materially affect any
of the powers, preferences and rights of Convertible Preferred Stock.
The holders of Convertible Preferred Stock have no other voting rights
except as may be required by law.
<PAGE>
Preferred Stock Purchase Rights
Each share of Common Stock carries with it an associated
right (the "Right") that entitles holders of Common Stock to buy one
one-thousandth of a share of a new series of participating preferred
stock of the Company at an exercise price of $200 under certain
circumstances. The Rights separate from the associated shares of
Common Stock and become exercisable only after a person or group
acquires beneficial ownership of 20% or more of Common Stock or
commences a tender or exchange offer upon consummation of which such
person or group would beneficially own 30% or more of the Common
Stock.
If any person (i) becomes the beneficial owner of 25% or
more of Common Stock, other than pursuant to certain tender or
exchange offers described in the rights agreement that governs the
Rights (the "Rights Agreement," a copy of which has been filed with
the Commission and is incorporated by reference herein), (ii) who is a
20% or more stockholder engages in certain self-dealing transactions
described in the Rights Agreement or (iii) engages in a merger
transaction with the Company in which the Company is the surviving
corporation and its shares of Common Stock are not changed or
converted, then each Right not owned by such person or related parties
will entitle its holder to purchase, at the Right's then-current
exercise price, shares of Common Stock (or, in certain circumstances
as determined by the Board, cash, property or other securities of the
Company) having a value of twice the Right's exercise price. In
addition, if the Company is involved in a merger or other business
combination transaction with another person in which its shares of
Common Stock are changed or converted, or sells 50% or more of its
assets or earning power to another person, each Right will entitle its
holder to purchase, at the Right's then- current exercise price,
common shares of such other person having a value of twice the Right's
exercise price.
The Company is generally entitled to redeem the Rights at a
price of one cent per Right at any time until the 15th day following
public announcement that a 20% position has been acquired.
SELLING SHAREHOLDERS
Each of the Selling Shareholders was formerly a shareholder
of Matrix Essentials, Inc., an Ohio corporation ("Matrix"). On August
5, 1994, Matrix and certain related businesses were acquired by the
Company and Matrix became a wholly-owned subsidiary of the Company.
The Securities offered hereby were acquired by the Selling
Shareholders as consideration for the acquisition of Matrix and such
related businesses by the Company.
The following table sets forth as of August 17, 1995, the
name of each of the Selling Shareholders, the nature of his, her or
its position, office, or other material relationship to the Company or
its subsidiaries, if applicable, and the number of shares of Common
Stock which each such Selling Shareholder owned of record as of the
date of this Prospectus. The table also sets forth the number of
shares of Common Stock owned by each Selling Shareholder that are
offered for sale by this Prospectus and the number of shares of Common
Stock to be held by each such Selling Shareholder assuming the sale of
all the Securities offered hereby. The Company may supplement this
Prospectus from time to time to disclose the names, relationships to
the Company and holdings of Securities of additional Selling
Shareholders. No statement contained herein nor the delivery of this
Prospectus in connection with a sale by any Selling Shareholder shall
be deemed an admission by the Company or such Selling Shareholder that
such Selling Shareholder is in a control relationship with the Company
within the meaning of the Securities Act.
<PAGE>
Maximum
Number of Number of
Number of of Shares Shares of Common
Name and Shares of to be Sold Stock to be Held
Relationship Common Stock Pursuant Assuming Sale
to Company Owned as of to this of all the Shares
if any(1) August 17, 1995 Offering(2) Offered Hereby
---------------------------- --------------- ----------- -----------------
1. Arnold M. Miller Included
Marital Trust f/b/o
Sydell L. Miller u/a dtd
7/6/78. 2,905,603 2,340,546 565,057
2. David A. Cook, Vice
President of Matrix.(3) 73,627 18,627 55,000
3. Jeffrey J. Kunz, Vice
President of Matrix. 73,627 24,698 48,929
4. Dennis E. Lubin, Vice
President of Matrix. 73,627 24,740 48,887
5. Robert G. Markey.(4) 73,627 24,740 48,887
6. D. Scott Miller,
Vice President of Matrix. 73,627 24,698 48,929
7. Robert C. Miller, Vice
President of Matrix.(5) 36,766 12,355 24,411
8. Sydell L. Miller,
Chairman of Matrix. 1,418,167 16,850 1,401,317
9. Stacie Halpern. 4,012 4,012 0
10. Lauren Spilman. 4,012 4,012 0
11. Stacie Halpern Trust
u/a dtd 7/11/89. 237,904 2,361 235,543
12. Lauren Spilman Trust
u/a dtd 7/11/89. 237,904 2,361 235,543
------------------------------
(1) Except as otherwise noted, none of the Selling Shareholders has any
relationship with the Company other than as a shareholder.
(2) In the event that certain Selling Shareholders elect not to dispose
of the maximum number of shares set forth opposite their names below
pursuant hereto, the amount not so disposed of may be used by the
remaining Selling Shareholders to increase on a pro rata basis the
maximum number of Shares that may be sold by each of them; provided,
however, that in no event will the total number of Shares offered
hereby exceed 2,500,000.
(3) Up to 1,127 of the shares to be sold by or for the benefit of Mr. Cook
may be sold by Maxus Foundation and up to an additional 10,000 may be
sold by a charitable remainder unitrust (as defined at Section 664(d)(2)
of the Internal Revenue Code) established by Mr. Cook.
(4) Mr. Markey is an attorney and member of the law firm of Baker & Hostetler.
Mr. Markey and Baker & Hostetler have in the past represented and
continue to represent Matrix in a variety of matters. Of the shares
of Common Stock proposed to be sold by Mr. Markey, up to 1,000 may be
donated by Mr. Markey to the Jewish Community Federation of Cleveland
and sold in this offering.
(5) Includes up to 1,200 shares of Common Stock which may be donated by
Mr. Miller to Grace Church of St. Louis and sold in this offering.
<PAGE>
PLAN OF DISTRIBUTION
The Securities may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors
in interest. The Selling Shareholders have informed the Company that
they expect to engage Bear Stearns & Co. Inc. ("Bear Stearns") to act
on their behalf to sell the Securities. Such sales may be made on the
New York Stock Exchange, the Pacific Stock Exchange, on any other
exchange on which the Common Stock is traded (each, an "Exchange") or
in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Securities may be sold by one or
more of the following methods: (a) a block trade in which Bear Stearns
will attempt to sell the Securities as agent but may position and
resell a portion of the block as principal to facilitate the
transaction; (b) purchases by Bear Stearns as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the
applicable Exchange; and (d) ordinary brokerage transactions and
transactions in which Bear Stearns solicits purchasers. In effecting
sales, Bear Stearns may arrange for other brokers or dealers to
participate in the resales.
In connection with distributions of the Securities or
otherwise, the Selling Shareholders may enter into hedging
transactions with Bear Stearns or other broker-dealers. In connection
with such transactions, broker-dealers may engage in short sales of
the Securities in the course of hedging the positions they assume with
Selling Shareholders. The Selling Shareholders may also sell
Securities short and redeliver the shares to close out such short
positions. The Selling Shareholders may also enter into option or
other transactions with broker-dealers which require the delivery to
such broker-dealer of the Securities offered hereby, which Securities
such broker-dealer may resell pursuant to this Prospectus. The Selling
Shareholders may also pledge the shares registered hereunder to Bear
Stearns or another broker or dealer and, upon a default, Bear Stearns
or such other broker or dealer may effect sales of the pledged
Securities pursuant to this Prospectus. In addition, any Securities
covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 under the Securities Act rather than
pursuant to this Prospectus.
Bear Stearns may receive compensation in the form of
customary brokerage commissions, discounts or concessions from Selling
Shareholders in amounts to be negotiated in connection with sales
pursuant hereto. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales and any
such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act.
Certain costs, expenses and fees in connection with the
registration of the Securities, including certain costs of legal
counsel for the Selling Shareholders, will be borne by the Company.
Commissions, discounts and transfer taxes, if any, attributable to the
sales of the Securities will be borne by the Selling Shareholders, as
may a portion of the costs of legal counsel for the Selling
Shareholders. The Selling Shareholders have agreed to indemnify the
Company, all other prospective holders of the shares registered hereby
or any underwriter, as the case may be, and any of their respective
affiliates, directors, officers and controlling persons, against
certain liabilities in connection with the offering of the Securities
pursuant to this Prospectus, including liabilities arising under the
Securities Act. In addition,
<PAGE>
the Company has agreed to indemnify the Selling Shareholders, all
other prospective holders of the shares registered hereby or any
underwriter, as the case may be, and any of their respective
affiliates, directors, officers and controlling persons, against
certain liabilities in connection with the offering of the Securities
pursuant to this Prospectus, including liabilities arising under the
Securities Act.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, 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
accounting and auditing.
VALIDITY OF THE SECURITIES
The validity of the Securities offered hereby was passed
upon for the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825
Eighth Avenue, New York, New York, special counsel to the Company.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee................................. $59,159
Stock exchange listing fees ......................... 33,200*
Accounting fees...................................... 10,000*
Legal fees........................................... 45,000*
Qualification under state securities laws............ 5,000*
Miscellaneous........................................ 2,641*
$155,000*
=========
------------------
* Estimated.
Item 15. 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, hereinafter 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 Bylaws of the Company and subject to
the applicable provisions of the laws of the State of Delaware, the
Company has so 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 of the Company to the extent
permitted by the DGCL.
The Company has an insurance policy covering the liability
and expenses which might be incurred in connection with lawful
indemnification of directors and officers of the Company and its
majority owned subsidiaries for certain liabilities and expenses of
such directors and officers for acts in those capacities. Such
directors and officers are also insured against certain liabilities
and expenses incurred for acts in such capacities and for which they
are not entitled to indemnification by the Company.
Item 16. Exhibits
3.1 Restated Certificate of Incorporation of the Company,
including the Certificate of Designations for the
Convertible Preferred Stock (filed as Exhibit 4(a) to the
Registration Statement on Form S-3 (No. 33-33682) filed on
March 7, 1990 and incorporated herein by reference).*
3.2 Bylaws of the Company, as amended through May 4, 1993
(filed as Exhibit 3b to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 filed on March 29,
1995 and incorporated herein by reference).*
4.1 Registration Rights Agreement dated as of August 5, 1994
among the Company and the Selling Shareholders.**
4.2 Rights Agreement, dated as of December 4, 1987 between the
Company and Manufacturers Hanover Trust Company, as Rights
Agent, as amended (filed as Exhibit 1 to the Registration
Statement on Form 8-A dated December 10, 1987 and Exhibit
1 to the Registration Statement on Form 8 dated July 27,
1989, each of which are incorporated herein by
reference).*
5 Opinion of Cravath, Swaine & Moore, special counsel of the
Company.**
23.1 Consent of Cravath, Swaine & Moore, special counsel of the
Company (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney.**
-----------------------
* Incorporated by reference.
** Previously filed.
<PAGE>
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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;
provided, however, that paragraphs A(1)(i) and A(1)(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 is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference 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.
<PAGE>
B. Undertaking Regarding Filings Incorporating Subsequent
Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the 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. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 Company 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 Securities Act and will be governed by the final adjudication of
such issue.
<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-3 and has
duly caused this Amendment No. 1 to this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 21st day of August,
1995.
BRISTOL-MYERS SQUIBB COMPANY,
by
/s/ Charles A. Heimbold, Jr.
-----------------------------
Name: Charles A. Heimbold, Jr.
Title: President, Chief Executive
Officer, Chairman of the
Board and Director
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to this registration statement (on Form S-3) has
been signed by the following persons in the capacities and on the date
indicated:
Signature Title Date
--------- ----- ----
President, Chief Executive 8/21/95
Officer, Chairman of the
and Director (principal
/s/ Charles A. Heimbold, Jr. executive officer)
----------------------------
Charles A. Heimbold, Jr.
Corporate Staff Senior Vice 8/18/95
President and Chief Financial
Officer (principal finanical
/s/ Michael F. Mee officer)
-------------------
Michael F. Mee
Corporate Staff Vice 8/18/95
President and Controller
(principal accounting
/s/ Frederick S. Schiff officer)
------------------------
Frederick S. Schiff
<PAGE>
Signature Title Date
--------- ----- ----
Director
*
--------------------
Robert E. Allen
Executive Vice
President and
Director
*
----------------------
Michael E. Autera
Director
*
-----------------------
Ellen V. Futter
Director
*
-----------------------
Louis V. Gerstner, Jr.
Director
*
-----------------------
John D. Macomber
Director
*
-----------------------
James D. Robinson III
Director
*
----------------------
Andrew C. Sigler
<PAGE>
Signature Title Date
--------- ----- ----
Director
*
-----------------------
Louis W. Sullivan, M.D.
Director
*
-------------------
Kenneth E. Weg
*By /s/ Alice C. Brennan 8/21/95
--------------------
Alice C. Brennan
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
3.1 Restated Certificate of Incorporation *
of the Company, including the Certificate
of Designations for the Convertible
Preferred Stock (filed as Exhibit 4(a)
to the Registration Statement on
Form S-3 (No. 33-33682) filed on
March 7, 1990 and incorporated herein
by reference).**
3.2 Bylaws of the Company, as amended *
through May 4, 1993 (filed as
Exhibit 3b to the Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994 filed on March
29, 1995 and incorporated herein by
reference).*
4.1 Registration Rights Agreement dated **
as of August 5, 1994 among the
Company and the Selling
Shareholders.**
4.2 Rights Agreement, dated as of *
December 4, 1987 between the
Company and Manufacturers Hanover
Trust Company, as Rights Agent, as
amended (filed as Exhibit 1 to the
Registration Statement on Form 8-A
dated December 10, 1987 and Exhibit
1 to the Registration Statement on
Form 8 dated July 27, 1989, each of
which are incorporated herein by
reference).*
5 Opinion of Cravath, Swaine & Moore, **
special counsel of the Company.**
23.1 Consent of Cravath, Swaine & Moore,
special counsel of the Company
(included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney.** **
----------------------
* Incorporated by reference.
** Previously filed.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 19, 1995 appearing on page 50 of Bristol-Myers
Squibb Company's Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the reference to under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
New York, New York
August 21, 1995
