<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1995
Registration No. -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BECKMAN INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-104-600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2500 Harbor Boulevard
Fullerton, California 92634
(Address of principal executive offices)
BECKMAN INSTRUMENTS, INC. EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
William H. May, Esq.
Beckman Instruments, Inc.
2500 Harbor Boulevard
Fullerton, California 92634
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (714) 871-4848
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of Proposed
Securities Proposed maximum Amount of
to be Amount to be maximum offering aggregate registration
Registered registered price per unit* offering price* fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 600,000 $34.75 $20,850,000 $7,189.50
$.10 par value
- --------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h). Pursuant to this Rule (with reference to
Rule 457(c)) the maximum offering price was calculated to be
$20,850,000 upon the basis of the average of the high and low prices
of the Common Stock reported on the New York Exchange as of December
14, 1995, as reported on the Composite Tape.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities Exchange Commission
(the "Commission") by the registrant are incorporated by reference in this
Registration Statement and are parts hereof from their respective dates of
filing:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which contains audited
financial statements of the Company for the year ended
December 31, 1994;
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1994;
(c) The registrant's Registration Statement on Form 8-A, filed
with the Commission on or about April 25, 1989, together with
the amendment thereto filed on July 2, 1992;
(d) All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold.
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<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the original issuance of the Common Stock registered
hereby is passed on for the registrant by William H. May, Vice President,
General Counsel and Secretary of the registrant. Mr. May is compensated by the
registrant as an employee, is eligible to participate in the Plan, and is the
beneficial owner of an aggregate of 52,047 shares of Common Stock, which
aggregate amount includes 206 shares held by Mr. May as custodian for his
children, 3661 shares allocated under the Company's Savings and Investment Plan
as of December 6, 1995, and options exercisable within 60 days for the purchase
of 42,930 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Third Restated Certificate of Incorporation provides
that a director of the registrant shall not be personally liable to the
registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of loyalty
to the registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (the "DGCL"),
or (iv) for any transaction from which the director derived an improper
personal benefit.
The registrant's Third Restated Certificate of Incorporation and Bylaws
provide generally that each person who is or was a director or officer of the
registrant shall be indemnified and held harmless by the registrant to the
fullest extent authorized by the DGCL. Section 145 of the DGCL permits a
corporation, subject to certain limitations, to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or was
serving in any of such capacities for another entity at the request of the
corporation, against expenses (including attorneys' fees), judgments, fines and
certain settlements actually and reasonably incurred by such person.
The registrant maintains directors' and officers' liability insurance
which covers certain liabilities and expenses of officers and directors of the
registrant and covers the registrant for reimbursement of payments to directors
and officers in respect of such liabilities and expenses.
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<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page 9.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (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
thereon) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
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 information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant 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.
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<PAGE> 5
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and each filing of the annual report of the Plan 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE> 6
SIGNATURES
The Registrant. 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 Fullerton, State of California, on
December 7, 1995.
BECKMAN INSTRUMENTS, INC.
By: /s/ LOUIS T. ROSSO
----------------------------
Louis T. Rosso
President and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Beckman Instruments,
Inc. constitutes and appoints Louis T. Rosso, John P. Wareham and Dennis K.
Wilson, and each of them, his or her true and lawful attorneys-in-fact and
agents with full power to do any and all things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Beckman Instruments, Inc. to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof in connection with this
Registration Statement to the same extent that he or she could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned directors and
officers in the capacities indicated below on any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits to, and other documents in connection with, this Registration
Statement with the Securities and Exchange Commission.
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<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LOUIS T. ROSSO Chairman of the Board, December 7, 1995
- ----------------------------- Chief Executive Officer
Louis T. Rosso (Principal Executive
Officer)
/s/ JOHN P. WAREHAM President, Chief December 7, 1995
- ----------------------------- Operating Officer and
John P. Wareham Director
/s/ DENNIS K. WILSON Vice President, Finance, December 7, 1995
- ----------------------------- and Chief Financial
Dennis K. Wilson Officer (Principal
Financial Officer)
/s/ JAMES T. GLOVER Vice President and December 7, 1995
- ----------------------------- Controller (Principal
James T. Glover Accounting Officer)
/s/ EARNEST H. CLARK, JR. Director December 7, 1995
- -----------------------------
Earnest H. Clark, Jr.
Director December , 1995
- -----------------------------
Carolyne K. Davis, Ph.D.
Director December , 1995
- -----------------------------
Dennis C. Fill
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ GAVIN S. HERBERT Director December 7, 1995
- -----------------------------
Gavin S. Herbert
Director December , 1995
- -----------------------------
William N. Kelley, Ph.D.
/s/ FRANCIS P. LUCIER Director December 7, 1995
- -----------------------------
Francis P. Lucier
/s/ C. RODERICK O'NEIL Director December 7, 1995
- -----------------------------
C. Roderick O'Neil
/s/ DAVID S. TAPPAN, JR. Director December 7, 1995
- -----------------------------
David S. Tappan, Jr.
Director December , 1995
- -----------------------------
Henry Wendt
Director December , 1995
- -----------------------------
Betty Woods
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<S> <C> <C>
4.1 Beckman Instruments, Inc. Employees'
Stock Purchase Plan.......................... 10
4.2 Rights Agreement, dated as of March 28,
1989, between Beckman Instruments, Inc.
and Morgan Shareholder Services Trust
Company, as Rights Agent, filed as
Exhibit 4 to Registrant's Form 8-K dated
April 13, 1989, and incorporated herein
by this reference............................ --
4.3 First Amendment to Rights Agreement, dated
as of June 24, 1992, between Beckman
Instruments, Inc. and First Chicago Trust
Company of New York (formerly Morgan
Shareholder Services Trust Company), filed
as Exhibit 1 to Registrant's Form 8-K
dated July 1, 1992, and incorporated
herein by this reference..................... --
5.1 Opinion of William H. May, Esq............... 18
23.1 The consent of William H. May, Esq.
is contained in the opinion filed
as Exhibit 5.1............................... --
23.2 Consent of KPMG Peat Marwick LLP............. 19
24 Powers of Attorney (included
on signature page)........................... --
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
BECKMAN INSTRUMENTS, INC.
EMPLOYEES' STOCK PURCHASE PLAN
1. PURPOSE
The purpose of the Beckman Employees' Stock Purchase Plan is to furnish
to eligible employees an incentive to advance the best interests of the Company
by providing a method whereby they voluntarily may purchase stock of Beckman
Instruments, Inc. at a favorable price and upon favorable terms.
2. ELIGIBILITY
(a) General statement; "Eligible Employees". Subject to the exceptions
and limitations stated in subparagraph (b) and any applicable local law, all
regular full-time employees, as defined in subparagraph (c), of Beckman
Instruments, Inc., a Delaware corporation, (the "Company") are "Eligible
Employees" who may participate in the plan, and, in addition, all regular
full-time employees of any present or future subsidiary of the Company to which
the plan may be extended on a nondiscriminatory basis by Company management,
shall be "Eligible Employees" who may participate in the plan.
(b) Exceptions and limitations. The exceptions and limitations
referred to in subparagraph (a) are the following: (i) no employee shall be
eligible to participate in the plan unless prior to the date of grant (as
defined in subparagraph 4(a)) he or she has completed at least one full
calendar month of continuous full-time employment, (ii) no employee shall be
eligible to participate to the extent that suspension is required pursuant to
Section 401 (k) of the Internal Revenue Code of 1986, as amended (the "Code"),
because of a hardship withdrawal from a 401(k) plan, and (iii) no option shall
be granted to an employee if such employee immediately after the option is
granted, owns stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or of a subsidiary
company.
(c) Regular full-time employees defined. The term "regular full-time
employees" means all employees of the Company and, as the case may be, of a
subsidiary of the Company who are regularly employed for continuous full-time
employment. A person is not a regular full-time employee if his or her
customary employment is less than 20 hours per week.
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of paragraph 10 (relating to adjustment upon
changes in stock), a number of shares of the Company's $.10 par value common
stock ("common stock") in an
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amount equal to 1.25% of the total number of issued and outstanding shares of
such common stock as of May 6, 1992 (the "1.25% Limit") shall become available
for issuance under the plan on July 1, 1992, and thereafter, a number of shares
of common stock in an amount equal to the 1.25% Limit shall become available
for issuance under the plan each calendar year (commencing with the calendar
year beginning on January 1, 1993). In addition, any unused portion of the
shares of such common stock remaining from those reserved in 1991 for issuance
under the plan and any unused portion of the 1.25% Limit for any calendar year
shall remain available for issuance under the plan. Such shares of the
Company's common stock may be unissued shares or reacquired shares or shares
bought on the market for purposes of the plan.
4. GRANT OF OPTIONS
(a) General statement; "date of grant"; "option period"; "date of
exercise". Following the effective date of the plan and continuing while the
plan remains in force, the Company will offer options under the plan to all
eligible employees, subject, however, to the limitation stated in subparagraph
6(e) which limits the rights of eligible employees who withdraw from the plan.
Options shall become effective each January 1 and each July 1 (each of which
dates hereinafter is referred to as "date of grant"). The term of each option
is six months ("the option period") ending June 30 and December 31 in each year
(each of which dates hereinafter is referred to as "date of exercise").
(b) Election to participate; payroll deduction authorization. An
eligible employee may participate in the plan only by means of payroll
deduction. Each eligible employee who elects to participate in the plan shall
deliver to the Company, prior to the beginning of the payroll period from which
payroll deductions will be made for the option period commencing on such date
of grant, a payroll deduction authorization by a method or on a form acceptable
to the Company whereby notice is given of the employee's election to
participate in the plan as of the next following date of grant, and whereby
the employee designates a stated amount to be deducted from his or her
compensation on each pay day and paid into the plan for that employee's
account. The total amount of a participant's payroll deductions may not exceed
either of the following: (i) 10% per option period of the amount of "eligible
compensation" (as defined in subparagraph (d)) from which the deduction is
made, or (ii) an amount which will result in noncompliance with either the
$25,000 per calendar year or the maximum number of shares per option period
limitations stated in subparagraph (e).
An option under the plan shall be deemed to have been granted
automatically on the next following date of grant to each eligible employee who
delivers to the Company a payroll deduction authorization within the time and
in the form and manner stated in this subparagraph.
(c) Continuing grant of options; changes in options. Each eligible
employee who is a participant in the plan automatically and without any act on
his or her part shall be continued as a participant in the plan as long as he
or she remains eligible or, as the case may be, until such employee withdraws
from the plan. An option under the plan shall be granted
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<PAGE> 3
automatically on each date of grant to each eligible employee who remains a
participant in the plan.
Any eligible employee who is a participant in the plan may change the
extent of his or her participation by delivering to the Company prior to the
beginning of the payroll period from which payroll deductions will be made for
the option period commencing on such date of grant, an amended payroll
deduction authorization by a method or on a form acceptable to the Company
which designates the change in the stated amount to be deducted from his or her
eligible compensation commencing on the next following date of grant. After
commencement of the option period, a participant in the plan may decrease the
extent of his or her participation to as low as 1% effective at the beginning
of any month during the option period by delivering an amended payroll
deduction authorization by a method or on a form acceptable to the Company,
prior to the first payroll period of any such month.
(d) "Eligible compensation" defined. The term "eligible compensation"
includes the following: regular earnings, overtime, sick pay, shift
differential, shift premium, vacation pay, incentive compensation, bonuses
subject to formal programs, variable pay subject to formal programs, call-in
pay, patent payments and holiday pay. Eligible compensation also includes any
amounts contributed to a plan qualifying under Sections 401(k), 125 and 129 of
the Code as salary reduction contributions. Any other form of compensation is
excluded from eligible compensation, including but not limited to the
following: prizes, awards, housing allowances, stock option exercises, stock
appreciation rights, restricted stock exercises, performance awards, auto
allowances, loss of company car, tuition reimbursement, article payments, tax
reimbursement, Christmas gift, special awards, non-recurring bonuses,
move-related payments, forms of imputed income, and Share Value Plan payments.
The Organization and Compensation Committee of the Board of Directors of the
Company (the "Committee") may include compensation components within the
definition of eligible compensation as it deems desirable.
(e) $25,000 and maximum number of shares limitations. No employee
shall be permitted to purchase stock under the plan or under any other employee
stock purchase plan of the Company or of any of its subsidiaries or related
corporations at a rate which exceeds $25,000 in fair market value of stock
(determined at the time the option is granted) for each calendar year in which
any such option granted to such employee is outstanding at any time. In
addition, no employee shall be permitted to purchase in excess of 4,000 shares
per option period (subject to adjustment in accordance with paragraph 10). To
the extent payroll deductions are made which would result in a participant
exceeding either of these limitations, the Company shall refund to the
participant the excess amounts deducted promptly following such determination.
5. EXERCISE OF OPTIONS
(a) General statement. Each eligible employee who is a participant in
the plan automatically and without any act on his or her part will be deemed to
have exercised his or her option on each date of exercise to the extent that
the balance then in such employee's account under the plan is sufficient to
purchase at the "option price" (as defined in subparagraph (b)) whole and
fractional shares of the stock subject to the plan. Notwithstanding the above,
if the
3
<PAGE> 4
total number of shares purchasable pursuant to options granted in any option
period exceeds the number of shares available for issuance as determined under
paragraph 3 above, each participant's option shall be exercisable only for the
number of shares equal to his or her pro rata portion of the remaining number
of shares so available. Such pro rata portion shall be determined by
multiplying the number of shares purchasable pursuant to each participant's
option by a fraction the numerator of which is the number of shares remaining
available for issuance and the denominator of which is the number of shares
purchasable pursuant to outstanding options issued in the option period.
Following such adjustment, the Company shall, at the Committee's discretion,
either refund to the participant any remaining balance in a participant's
account or carry any remaining balance forward in such account to apply toward
the purchase price of shares on the next date of exercise.
(b) "Option price" defined. The option price per share to be paid by
each optionee on each exercise of his or her option shall be a sum equal to 90%
of the fair market value of the stock subject to the plan on the date of
exercise or on the date of grant, whichever amount is lesser. Fair market
value of the stock on the date of exercise or, as the case may be, on the date
of grant shall be the official closing price of such stock on such date on the
New York Stock Exchange; and if no sale of the stock shall have been made on
said exchange on such date, then fair market value on such date shall be the
official closing price of the stock on said exchange on the next preceding date
on which there was a sale.
(c) Delivery of share certificates. As soon as practicable following
the date of exercise, the Company will deliver a certificate issued in the
optionee's name with respect to which the option was exercised and for which
the option price has been paid. The Company will deliver such certificate to
the optionee; however, in the event the Company makes available an alternate
arrangement for delivery to a book entry service, the Committee in its
discretion may either require or permit the optionee to elect that such
certificate be delivered to such book entry service. No interest or right
under the plan shall be created by delivery of such certificate to a book entry
service. In the event the Company is required to obtain from any commission or
agency authority to issue any such certificate, the Company will seek to obtain
such authority. Inability of the Company to obtain from any such commission or
agency authority which counsel for the Company deems necessary for the lawful
issuance of any such certificate shall relieve the Company from liability to
any participant in the plan except to return to the participant the amount of
the balance in his or her account.
6. WITHDRAWAL FROM THE PLAN
(a) General statement. Any participant may withdraw from the plan at
any time during an option period or immediately following an exercise of an
option. A participant who wishes to withdraw from the plan must deliver to the
Company a notice of withdrawal by a method or on a form acceptable to the
Company.
(b) Withdrawal during an option period. For a participant withdrawing
during an option period, the Company, promptly following the time when the
notice of withdrawal is received,
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<PAGE> 5
will refund to the participant the amount of the balance in his or her account
under the plan; and thereupon, automatically and without any further act on the
participant's part, such participant's payroll deduction authorization,
interest in the plan, and interest in his or her option under the plan shall
terminate.
(c) Withdrawal immediately following an exercise of an option. For a
participant withdrawing immediately following an exercise of an option, and
before any payroll deductions have been made for the next following option
period, such participant's payroll deduction authorization and interest in the
plan shall terminate automatically and without any further act on the
participant's part and the participant shall be deemed to have withdrawn
effective on the date of grant following such exercise.
(d) Withdrawal resulting from loss of eligibility. If a participant
for any reason becomes ineligible for participation in the plan, the
participant automatically and without any act on his or her part shall be
deemed to have withdrawn from the plan as of the date when he or she became
ineligible to participate. The Company promptly will refund to the participant
the amount of the balance of his or her account under the plan, and as of the
date when the participant became ineligible to participate, the participant's
payroll deduction authorization, interest in the plan, and interest in his or
her option under the plan shall terminate. A participant shall become
ineligible at the time when he or she no longer can comply with the
requirements for eligibility stated in paragraph 2 or any requirements imposed
by applicable local law.
(e) Limitation upon participation following withdrawal. A participant
who withdraws effective on a date of grant as stated in subparagraph (c) may
participate commencing on the next following date of grant, unless otherwise
ineligible or prohibited by operation of law, rule or regulation. In all other
instances, a participant who withdraws from the plan, either by his or her
election to withdraw as stated in subparagraph (b), or by loss of eligibility
to participate as stated in subparagraph (d), shall not be eligible for
participation in the plan for the option period next following the option
period during which he or she withdrew, or, if applicable, for any option
period or part of an option period during which a participant has been
prohibited or suspended from participation by operation of law, rule or
regulation; but thereafter if eligible he or she again may participate. The
limitation stated in this subparagraph (e) shall not be applicable in the case
of a participant who withdraws from the plan or becomes ineligible to
participate in the plan by reason of his or her entering the military service
of the United States.
7. TERMINATION OF EMPLOYMENT
(a) Termination of employment other than by retirement or death. If
the employment of a participant terminates other than by retirement or death,
the participant automatically and without any act on his or her part shall be
deemed to have withdrawn from the plan on the day following the effective date
of termination of his or her employment. The Company promptly will refund to
the participant the amount of the balance in his or her account under the plan,
and thereupon the participant's interest in the plan shall terminate.
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<PAGE> 6
(b) Termination by retirement. If, on or after the day that is three
months before the date of exercise, a participant retires or early retires (as
such terms are defined in the then current retirement plan for Company
employees), such participant may, at his or her election, by a method or on a
form acceptable to the Company, either (i) provide notice to the Company on or
before his or her retirement date of exercise of his or her outstanding option
in which event the Company shall retain the balance in such participant's
account during the then current option period and then apply the balance in
such account under the plan to purchase at the option price shares of the
Company's stock, or (ii) provide notice to the Company requesting payment of
the balance in such account, in which event the Company promptly shall make
payment, and thereupon the participant's interest in the plan and in his or her
outstanding option under the plan shall terminate. If the participant elects
to exercise his or her option, the date of exercise for the purpose of
computing the amount of the purchase price of the Company's stock shall be the
end of the then current option period.
If a participant retires prior to the day that is three months before
the date of exercise, the Company promptly will refund the amount in the
participant's account, and thereupon the participant's interest in the plan and
in his or her outstanding option under the plan shall terminate.
(c) Termination by death. If the employment of a participant is
terminated by death, the Company promptly will pay the balance of the
participant's account under the plan to the person whom the participant has
named beneficiary to receive the benefits of the Company's basic group life
insurance plan, or to the participant's estate if he or she has not named any
such beneficiary, and thereupon the participant's interest in the plan and in
his or her option under the plan shall terminate.
8. RESTRICTION UPON ASSIGNMENT
An option granted under the plan shall not be transferable. An option
may not be exercised to any extent except by the optionee. The Company will
not recognize and shall be under no duty to recognize any assignment or
purported assignment by an optionee of his or her option or of any rights under
his or her option. (The effect of death upon the rights of an optionee is
stated in subparagraph 7(c).)
9. NO RIGHTS OF STOCKHOLDER UNTIL CERTIFICATE ISSUED
With respect to shares subject to an option, an optionee shall not be
deemed to be a stockholder of the Company and he or she shall not have any of
the rights or privileges of such a stockholder. An optionee shall have the
rights and privileges of a stockholder of the Company when, but not until, a
certificate for shares has been issued to the participant following exercise of
his or her option or recorded to the participant's account with a book entry
service.
10. CHANGES IN STOCK; ADJUSTMENTS
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<PAGE> 7
Whenever any change is made in the stock subject to the plan, or
subject to options outstanding under the plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure, or otherwise),
appropriate action will be taken by the Board of Directors to adjust
accordingly the number of shares subject to the plan and the number and option
price of shares subject to options outstanding under the plan.
11. USE OF FUNDS; NO INTEREST PAID.
All funds received or held by the Company under the plan will be
included in the general funds of theCompany and may be used for any corporate
purpose.
No interest will be paid to any participant or credited to his or her
account under the plan.
12. AMENDMENT OF THE PLAN.
The Board of Directors may amend or suspend the plan at any time and
from time to time subject to the limitation that approval by the vote of the
holders of more than 50% of the outstanding shares of the Company entitled to
vote shall be required to amend the plan (i) to change the number of shares
reserved for option under the plan, (ii) to decrease the option price below a
price computed in the manner stated in subparagraph 5(b), or (iii) in any
manner which requires stockholder approval under any provision of law,
including as may be necessary to comply with Rule 16b-3 under Section 16 of the
Exchange Act, or under any requirement of the stock exchange on which shares
are then trading.
13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS
The plan shall be administered by the Committee (as such term is
previously defined), none of whom shall be eligible to participate in the plan.
The Committee shall have the power to make, amend, and repeal rules and
regulations and establish such procedures as it deems appropriate for the
interpretation and administration of the plan. The Committee may construe the
plan, correct defects, supply omissions and reconcile inconsistencies to the
extent necessary to effectuate the plan, provided that such does not conflict
with the plan, and such action shall be conclusive.
14. EFFECTIVE DATE; TERM; EARLY TERMINATION
The plan shall become effective July l, l989, and shall remain in force
until December 31, 2001, unless it is sooner terminated effective at the close
of business on June 30 or December 3l of any year by a resolution adopted by
the Company's Board of Directors pursuant to authority which hereby expressly
is reserved. Termination of the plan by action of the Board of Directors shall
not diminish the rights of any optionee nor impair the obligations of the
7
<PAGE> 8
Company under any outstanding option; and the obligation of the Company to any
participant with respect to an outstanding option shall be the same as though
he or she had elected not to participate in the plan following the date as of
which it was terminated by action of the Board of Directors.
8
<PAGE> 1
EXHIBIT 5.1
[BECKMAN INSTRUMENTS, INC. LETTERHEAD]
December 12, 1995
Beckman Instruments, Inc.
2500 Harbor Boulevard
Fullerton, CA 92634
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on Form S-8 (the
"Registration Statement") of Beckman Instruments, Inc., a Delaware corporation
(the "Company"), filed by the Company with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of shares of the Company's Common Stock, par value $.10 per
share (the "Shares"), which are to be offered and sold pursuant to the
Company's Employees' Stock Purchase Plan (the "Plan"). I am familiar with the
proceeding taken and proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares.
On the basis of such investigations as I have deemed necessary for purposes of
this opinion, I am of the opinion that the Shares, when offered and sold
pursuant to the Plan, will be validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an Exhibit to the Registration
Statement.
Respectfully submitted,
WILLIAM H. MAY
------------------------
William H. May
Vice President, General
Counsel and Secretary
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report incorporated herein in the prospectus.
Our report refers to the adoption of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits", in 1994 and Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", and Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions", in 1993.
KPMG Peat Marwick LLP
Orange County, California
December 14, 1995
