Registration No. 33-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22-0790350
(State of Incorporation) (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 SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
(Full Title of Plans)
---------------
John L. McGoldrick, Esq. Alice C. Brennan, Esq.
Senior Vice President and General Counsel Vice President and Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1125
Attention: Susan P. Serota, Esq.
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.10
per share .... 6,000,000 $80.875 $485,250,000 $167,328
================================================================================
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. 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) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h), the maximum 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 April 25, 1996.
-2-
<PAGE>
Item 3. Incorporation of Documents by Reference.
This Registration Statement on Form S-8 (the "Registration
Statement") filed in connection with the issuance of additional shares of
Bristol-Myers Squibb Company Common Stock under the Bristol-Myers Squibb Company
Savings and Investment Program, Bristol-Myers Squibb Company Employee Incentive
Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and
Investment Program (the "Plans") constitutes a new registration statement. The
contents of the Registration Statement on Form S-8, File No. 33-44788, filed by
Bristol-Myers Squibb Company (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, are incorporated
by reference herein.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5.1 Opinion from Counsel for the Company as to the legality of
the Company's Common Stock offered under the Plans.
5.2 Opinion from Counsel for the Company that the Plans are
qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended and are in compliance with the Employee
Retirement Income Security Act of 1974, as amended.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Counsel for the Company (contained in Opinion of
Counsel filed as Exhibit 5.1).
23.3 Consent of Counsel for the Company (contained in Opinion of
Counsel filed as Exhibit 5.2).
24.1 Power of Attorney (set forth on signature pages of the
Registration Statement)
Certified resolutions of the Board of Directors of
Bristol-Myers Squibb Company relating to Power of Attorney
set forth on the signature pages of the Registration
Statement.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 25th
day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY,
By /s/ Charles A. Heimbold, Jr.
------------------------------
Charles A. Heimbold, Jr.
President, Chief Executive
Officer, Chairman of the
Board and Director
POWER OF ATTORNEY
Know all by men by these presents, that each officer or
director of Bristol-Myers Squibb Company, whose signature appears below
constitutes and appoints Alice C. Brennan, John L. McGoldrick, Frederick S.
Schiff and Charles G. Tharp and each of them singly, his true and lawful
attorney-in-fact and agent, with full and several power of substitution, for him
and in his name, place and stead, in any an all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of up to 6,000,000 shares of Common
Stock, par value $.10 per share, and any or all amendments, including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done. Each of
said attorneys-in-fact shall have power to act hereunder with or without the
other.
-2-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Form S-8 has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
/s/ Charles A. Heimbold, Jr. President, Chief 4/25/96
- ---------------------------- Executive Officer,
Charles A. Heimbold, Jr. Chairman of the
Board and Director
(principal executive
officer)
/s/ Michael F. Mee Corporate Staff 4/25/96
- ------------------ Senior Vice President
Michael F. Mee and Chief Financial
Officer (principal
financial officer)
/s/ Frederick S. Schiff Corporate Staff 4/25/96
- ----------------------- Vice President
Frederick S. Schiff and Controller
(principal
accounting officer)
/s/ Robert E. Allen Director 4/25/96
- -------------------
Robert E. Allen
/s/ Michael E. Autera Executive Vice 4/25/96
- --------------------- President and
Michael E. Autera Director
/s/ Ellen V. Futter Director 4/25/96
- ------------------
Ellen V. Futter
/s/ Louis V. Gerstner, Jr. Director 4/25/96
- --------------------------
Louis V. Gerstner, Jr.
/s/ John D. Macomber Director 4/25/96
- --------------------
John D. Macomber
-3-
<PAGE>
Signature Title Date
/s/ James D. Robinson III Director 4/25/96
- -------------------------
James D. Robinson III
/s/ Andrew C. Sigler Director 4/25/96
- --------------------
Andrew C. Sigler
/s/ Louis W. Sullivan, M.D. Director 4/25/96
- ---------------------------
Louis W. Sullivan, M.D.
/s/ Kenneth E. Weg Executive Vice 4/25/96
- ------------------ President and
Kenneth E. Weg Director
By /s/ Alice C. Brennan
---------------------
Alice C. Brennan
Attorney-in-Fact
-4-
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act
of 1933, the Plans have duly caused the Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York, on the 25th day of April, 1996.
BRISTOL-MYERS SQUIBB COMPANY SAVINGS
AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE
INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC.
SAVING AND INVESTMENT PROGRAM
BY: BRISTOL-MYERS SQUIBB COMPANY
SAVINGS PLAN COMMITTEE
Signature Title
/s/ Michael F. Mee Senior Vice President*
- ------------------
Michael F. Mee
/s/ Harrison M. Bains, Jr. Vice President and
- -------------------------- Treasurer*
Harrison M. Bains, Jr.
/s/ Alice C. Brennan Vice President and
- -------------------- Secretary*
Alice C. Brennan
/s/ Robert B. Chapman, Jr. Director, Pension
- -------------------------- & Savings Investment
Robert B. Chapman, Jr. Management*
/s/ John D. Glover Vice President*
- ------------------
John D. Glover
/s/ George P. Kooluris Senior Vice President*
- ----------------------
George P. Kooluris
/s/ John L. McGoldrick Senior Vice President*
- ----------------------
John L. McGoldrick
-5-
<PAGE>
Signature Title
/s/ Frederick S. Schiff Vice President and
- ----------------------- Controller*
Frederick S. Schiff
/s/ Charles G. Tharp Senior Vice President*
- --------------------
Charles G. Tharp
- --------
* Members of Bristol-Myers Squibb Company Savings Plan Committee, signing
in that capacity on behalf of the Bristol-Myers Squibb Company Savings
and Investment Program, the Bristol-Myers Squibb Company Employee
Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.
-6-
<PAGE>
EXHIBIT 23.1
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 23, 1996 appearing on page 51 of Bristol-Myers Squibb
Company's Annual Report on Form 10-K for the year ended December 31, 1995. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
-7-
<PAGE>
PRICE WATERHOUSE LLP
New York, New York
April 22, 1996
<PAGE>
