As filed with the Securities and Exchange Commission on October 8, 1997.
Registration No. 333-_____
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 95-1040600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Harbor Boulevard, Fullerton, California 92834-3100
(Address of principal executive offices)
BECKMAN INSTRUMENTS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
William H. May, Esq.
Vice President, General Counsel and Corporate Secretary
Beckman Instruments, Inc.
2500 Harbor Boulevard
Fullerton, California 92834-3100
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (714) 871-4848
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, par value 50,000<1><2> $43.4375<3> $2,171,875(3) $659(3)
$.10 per share shares
[FN]
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, other rights
to purchase or acquire the shares of Common Stock covered
by the Prospectus and, pursuant to Rule 416, an additional
indeterminate number of shares and rights which by reason
of certain events specified in the Plan may become subject
to the Plan.
<2> Each share is accompanied by a common share purchase right
pursuant to the Registrant's Rights Agreement, dated March
28, 1989, as amended, with First Chicago Trust Company of
New York, as Rights Agent.
<3> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on October 3, 1997, as reported
on the New York Stock Exchange and published in the Western
Edition of the Wall Street Journal.
The Exhibit Index included in this Registration Statement
is at page 7.
The Prospectus which contains the information
required pursuant to Section 10(a) of the Securities
Act of 1933, as amended, relates to Registration
Statements Nos. 33-31862 and 33-66988, each filed on
a Form S-8 under the Securities Act.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT*
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Beckman Instruments, Inc.
(the "Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1996;
(b) Quarterly Reports on Form 10-Q for the Company's
quarterly periods ended March 31, 1997 and June 30,
1997;
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission on
or about April 25, 1989, together with the amendment
thereto filed on July 2, 1992.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which 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 amended,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
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 Company by William
H. May, Vice President, General Counsel and Secretary of the
Company. Mr. May is compensated by the Company and the holder of
options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
The information and contents of Registration Statement
No. 33-31862 and Registration Statement No. 33-66988, each on
Form S-8, which were previously filed with the Securities and
Exchange Commission by the Registrant are incorporated herein by
reference. Except for required opinions, consents, signature
pages and any information required in this Registration Statement
that is not in the above mentioned Registration Statements, the
information required by Part II to be contained in this
Registration Statement is omitted in accordance with General
Instruction E to Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, as
amended, 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
October 2, 1997.
BECKMAN INSTRUMENTS, INC.
By: /s/ Louis T. Rosso
Louis T. Rosso
Its: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Louis T. Rosso, Dennis K. Wilson, and James T.
Glover, or each of them individually, his true and lawful
attorney-in-fact and agent with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) 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 or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them individually,
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Louis T. Rosso Chairman of the Board, Chief October 2, 1997
Louis T. Rosso Executive Officer and Director
(Principal Executive Officer)
/s/ Dennis K. Wilson Vice President, Finance, Chief October 2, 1997
Dennis K. Wilson Financial Officer and Director
(Principal Financial Officer)
/s/ James T. Glover Vice President and Controller October 2, 1997
James T. Glover (Controller)
/s/ Peter B. Dervan Director October 2, 1997
Peter B. Dervan, Ph.D.
/s/ Dennis C. Fill Director October 2, 1997
Dennis C. Fill
/s/ Carolyne K. Davis Director October 2, 1997
Carolyne K. Davis, Ph.D
/s/ Gavin S. Herbert Director October 2, 1997
Gavin S. Herbert
/s/ Betty Woods Director October 2, 1997
Betty Woods
/s/ Francis P. Lucier Director October 2, 1997
Francis P. Lucier
/s/ Hugh K. Coble Director October 2, 1997
Hugh K. Coble
/s/ Charles A. Haggerty Director October 2, 1997
Charles A. Haggerty
/s/ William N. Kelley Director October 2, 1997
William N. Kelley, M.D.
/c/ C. Roderick O'Neil Director October 2, 1997
C. Roderick O'Neil
/s/ John P. Wareham Director October 2, 1997
John P. Wareham
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Beckman Instruments, Inc. Stock
Option Plan for Non-Employee
Directors (Amended and Restated
effective as of August 7, 1997).
4.2 Form of Restricted Stock Agreement.
4.3 Form of Stock Option Grant for Non-
Employee Directors.
5. Opinion of Company Counsel (opinion re
legality).
23.1 Consent of KPMG Peat Marwick LLP
(consent of independent accountants).
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under
"Signatures").
___________________________________________________
* Each exhibit index and exhibit of Registration Statement No.
33-31862 and Registration Statement No. 33-66988, each on Form S-
8, which were previously filed with the Securities and Exchange
Commission by the Registrant, are incorporated herein by reference.
<PAGE>
BECKMAN INSTRUMENTS, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 7, 1997)
1. PURPOSE.
This Stock Option Plan for Non-Employee Directors (the "Plan")
is intended to attract and retain the services of experienced and
knowledgeable independent directors of Beckman Instruments, Inc.
(the "Company") for the benefit of the Company and its
stockholders and to provide additional incentive for such
directors to continue to work for the best interests of the
Company and its stockholders.
2. STOCK SUBJECT TO THE PLAN.
There are reserved for issuance upon the exercise of options
and the vesting of restricted stock awards granted under the Plan
100,000 shares of Common Stock of the Company (the "Common
Stock"). Such shares may be authorized and unissued shares of
the Common Stock or previously outstanding shares of Common Stock
then held in the Company's treasury. If any option or restricted
stock award granted under the Plan shall expire or terminate for
any reason without having been exercised in full, the shares
subject thereto shall again be available for the purposes of
issuance upon the exercise of options or the vesting of
restricted stock awards granted under the Plan.
3. ADMINISTRATION.
The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the express provisions of
the Plan, the Board shall have plenary authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the
option grants or agreements (which shall comply with and be
subject to the terms and conditions of the Plan) and to make all
other determinations necessary or advisable for the
administration of the Plan. The Board's determinations of the
matters referred to in this Paragraph 3 shall be conclusive.
4. ELIGIBILITY.
Each director of the Company who is not otherwise an employee
of the Company, a parent corporation, or a subsidiary of either
the Company or a parent corporation, and who has not been an
employee of the Company, a parent corporation, or a subsidiary of
either the Company or a parent corporation for a period of at
least one year prior to the date of the grant of an option under
the Plan shall automatically be granted on the date of each
annual meeting of the stockholders of the corporation a
nonqualified stock option for 1,000 shares (or, commencing with
the 1998 annual stockholders' meeting, for 2,000 shares) of
Common Stock (subject to adjustment as provided in Paragraph 7).
"Parent corporation" means any corporation in an unbroken chain
of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing
50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
"Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company, or a parent corporation
as applicable, if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
5. OPTION GRANTS.
(a) The purchase price of the Common Stock under each option
granted under the Plan shall be 100% of the fair market value of
the stock at the time such option is granted. Such fair market
value shall be taken as the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on the
date of grant of the option.
(b) Options shall become fully exercisable six months after
the date of grant. No option shall be exercisable during such
six-month period. The term of each option shall be ten years
from the date of grant thereof, or such shorter period as is
prescribed in Paragraphs 5(d) and 5(e). Except as provided in
Paragraphs 5(d) and 5(e), no option may be exercised at any time
unless the holder thereof is then a director of the Company.
Upon exercise, the option price is to be paid in full in cash
or, at the discretion of the Board, in Common Stock owned by the
optionee having a market value on the date of the exercise equal
to the aggregate option price, or, at the discretion of the
Board, in a combination of cash and stock. Upon exercise of an
option, the Company shall have the right to retain or sell
without notice sufficient shares of stock to cover government
withholding taxes or deductions, if any, as described in
Paragraph 9. For purposes of this paragraph, the market value of
shares tendered to exercise an option shall be the average of the
high and low sales prices of the Common Stock on the New York
Stock Exchange on the exercise date; if the Common Stock is not
traded on the exercise date, the fair market value on such date
shall be determined under Treasury Regulation section 20.2031-2.
(c) In the event that an optionee shall cease to be a
director of the Company during the six month period following the
date of grant of the option, the option shall forthwith terminate
on the date the optionee ceases to serve as a director.
(d) In the event that the optionee shall cease to serve as a
director (unless the option shall have been previously terminated
pursuant to the provisions of Paragraph 5(c)) the optionee may
exercise the option at any time prior to the earlier of (i) the
expiration of the term of the option or (ii) the first
anniversary of the date of termination.
Nothing in the Plan or in any option granted pursuant to the
Plan shall confer on any individual any right to continue as a
director of the Company or interfere in any way with the right of
the Company to terminate the optionee's service as a director at
any time.
(e) In the event of the death of a director to whom an option
has been granted under the Plan, the option theretofore granted
to such director (unless the option shall have been previously
terminated pursuant to the provisions of Paragraph 5(c)) may be
exercised by a legatee or legatees of the optionee under his or
her last will or by the director's personal representatives or
distributees at any time prior to the earlier of (i) the
expiration of the term of the option or (ii) the first
anniversary of the date of death, to the extent of the remaining
shares covered by his or her option whether or not such shares
had become purchasable by such individual at the date of death.
In the event that an individual to whom an option has been
granted under the Plan dies after such individual has ceased to
be a director, the option theretofore granted to the optionee (if
not previously terminated pursuant to the provisions of Paragraph
5(c)) may be exercised by a legatee or legatees of the optionee
under his or her last will, or by the optionee's personal
representatives or distributees, at any time during the term that
the option could have been exercised by the optionee under
Paragraph 5(d).
6. TRANSFERABILITY AND STOCKHOLDER RIGHTS OF HOLDERS OF OPTIONS.
No option granted under the Plan shall be transferable
otherwise than by will or by the laws of descent and
distribution, and an option may be exercised, during the lifetime
of the holder thereof, only by the optionee. The optionee shall
have none of the rights of a stockholder until the shares subject
thereto shall have been registered in the name of the person or
persons exercising such option on the transfer books of the
Company upon such exercise.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Notwithstanding any other provision of the Plan, the number
and class of shares subject to restricted stock awards, the
options and the option prices of the options covered thereby
shall be proportionately adjusted in the event of changes in the
outstanding Common Stock by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations
or exchanges of shares, split-ups, split-offs, spin-offs,
liquidations or other similar changes in capitalization, or any
distribution to common stockholders other than cash dividends
and, in the event of any such change in the outstanding Common
Stock, the aggregate number and class of shares available under
the Plan and the number of shares as to which options and
restricted stock awards may be granted shall be appropriately
adjusted by the Board.
8. AMENDMENT AND TERMINATION.
Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan shall terminate on, and no awards
of options or restricted stock awards shall be made after,
December 31, 2001; provided, however, that such termination shall
have no effect on options or restricted stock awards granted
prior thereto. The Plan may be terminated, modified or amended
by the stockholders of the Company. The Board of Directors of
the Company may also terminate the Plan or modify or amend the
Plan in such respects as it shall deem advisable in order to
conform to any change in any law or regulation applicable
thereto, or in other respects which shall not change (i) the
total number of shares as to which options and restricted stock
awards may be granted, (ii) the class of persons eligible to
receive options or restricted stock awards under the Plan, (iii)
the manner of determining the option prices, (iv) the period
during which options and restricted stock awards may be granted
or exercised, (v) the provisions relating to the administration
of the Plan by the directors of the Company, or (vi) any
provision requiring stockholder approval under any provision of
law or any requirement of the stock exchange on which shares of
Common Stock are then trading.
9. WITHHOLDING.
Upon the transfer of the Common Stock as a result of the
exercise of an option or the vesting of a restricted stock award,
the Company shall have the right to retain or sell without notice
sufficient shares of stock (taken at the average of the high and
low sales prices of such stock on the New York Stock Exchange on
such date or dates as may be determined by the Board, but not
more than five business days prior to the date on which such
shares would otherwise have been delivered) to cover the amount
of any tax required by any government to be withheld or otherwise
deducted and paid with respect to such payment, remitting any
balance to the participant; provided however, that the
participant shall have the right to provide the Company with the
funds to enable it to pay such tax.
10. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective on the date the Plan is
approved by the vote of the holders of a majority of the shares
of Common Stock present, or represented, and entitled to vote at
a meeting of the stockholders within twelve months after the date
of adoption of the Plan by the Board of Directors.
11. PLAN CONSTRUCTION.
It is the intent of the Company that transactions in and
affecting options and restricted stock awards granted under this
Plan satisfy any then applicable requirements of Rule 16b-3 so
that directors (unless they otherwise agree) will be entitled to
the benefits of Rule 16b-3 or other exemptive rules under Section
16 of the Securities and Exchange Act of 1934 in respect of those
transactions and will not be subjected to avoidable liability
thereunder. If any provision of this Plan or of any option or
restricted stock award would otherwise frustrate or conflict with
the intent expressed above, that provision to the extent possible
shall be interpreted as to avoid such conflict. If the conflict
remains irreconcilable, the Board may disregard the provisions if
it concludes that to do so furthers the interest of the Company
and is consistent with the purposes of this Plan as to such
persons in the circumstances.
12. RESTRICTED STOCK AWARDS.
(a) Eligibility; Restrictions. Restricted stock awards under
this Paragraph 12 shall be made only to directors of the Company
who are not otherwise an employee of the Company, a parent
corporation, or a subsidiary of either the Company or a parent
corporation, and who has not been an employee of the Company, a
parent corporation, or a subsidiary of either the Company or a
parent corporation for a period of at least one year prior to the
date of grant of a restricted stock award under the Plan. Stock
certificates evidencing shares of restricted stock pending the
lapse of the restrictions ("Restricted Shares") shall bear a
legend making appropriate reference to the restrictions imposed
hereunder and shall be held by the Company or by a third party
designated by the Board until the restrictions on such shares
shall have lapsed and the shares shall have vested in accordance
with the provisions of the award. Upon issuance of the
restricted stock award, the participant may be required to
provide such further assurance and documents as the Board may
require to enforce the restrictions.
(b) Initial Grants. Eligible directors who are in office as
of October 2, 1997 shall be granted without further action a
restricted stock award for 100 Restricted Shares (subject to
adjustment under Paragraph 7) of Common Stock (the award date of
which shall be such date).
(c) Subsequent Annual Grants. Immediately following the
annual stockholders meeting in each year during the term of the
Plan commencing in 1998, there shall be granted automatically
(without any action by the Board) a restricted stock award for
100 Restricted Shares (subject to adjustment under Paragraph 7)
(the award date of which shall be such date) to each eligible
director then continuing in office.
(d) Lapse of Restrictions. Each restricted stock award
granted on October 2, 1997 shall become vested as follows: 33%
of the number of shares subject thereto on the date of the 1998
annual stockholders' meeting, 33% of the number of shares subject
thereto on the date of the 1999 annual stockholders' meeting and
34% of the number of shares subject thereto on the date of the
2000 annual stockholders' meeting. Each other restricted stock
award granted under this Paragraph 12 shall become vested as to
33% of the number of shares subject thereto on each of the first
and second anniversaries of the award date and as to an
additional 34% on the third anniversary of the award date.
Notwithstanding the foregoing, in the event of a director's
termination of service on the Board by reason of death, total
disability, or pursuant to the Board's mandatory retirement
policy as set forth in the Company's By-laws, each restricted
stock award held by such director as of the date of his
termination from service shall be fully vested.
(e) Pre-Vesting Restraints. Restricted Shares comprising any
restricted stock award may not be sold, assigned, transferred,
pledged or otherwise disposed of or encumbered, either
voluntarily or involuntarily, until the restrictions on such
shares have lapsed and the shares have become vested.
(f) Dividend and Voting Rights. A director receiving a restricted
stock award shall be entitled to cash dividend and voting rights for all
shares issued even though they are not vested, provided that such rights
shall terminate immediately as to any Restricted Shares which cease to
be eligible for vesting.
<PAGE>
BECKMAN INSTRUMENTS, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement")
is dated as of the ____ day of _____________, between BECKMAN
INSTRUMENTS, INC., a Delaware corporation (the "Company"), and
_________________________ (the "Director").
W I T N E S S E T H
WHEREAS, the Company has adopted and the shareholders of
the Company have approved the Beckman Instruments, Inc. Stock
Option Plan for Non-Employee Directors (the "Plan"); and
WHEREAS, the Plan has been amended to provide for the
automatic issuance of the Company's Common Stock to eligible
directors, subject to certain restrictions thereon; and
WHEREAS, the Director is not an employee of the Company,
or a parent corporation, or a subsidiary of either, nor has the
Director been an employee of any such entity for at least one
year prior to the Award Date; and
WHEREAS, pursuant to Section 12 of the Plan, the
Director has been granted an award of Restricted Stock ("Award")
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the services rendered
and to be rendered by the Director, the Company and the Director
agree to the terms and conditions set forth herein (including the
terms and conditions incorporated by reference from the Plan).
1. DEFINED TERMS. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in
the Plan.
1.1 "AWARD DATE" shall mean the date set forth in
Section 2 upon which any shares are granted pursuant to this
Agreement.
1.2 "CHANGE IN CONTROL" shall have the meaning
stated herein and shall be deemed to occur if any of the
following events occur: (a) any "person," as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), other than an
employee benefit plan of the Company, or a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding voting
securities; (b) individuals who, as of the date of this
Agreement, constitute the Board of the Company (the "Incumbent
Board"), cease for any reason to constitute at least a
majority of the Board provided that any person becoming a
director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors
then composing the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office
is in connection with an actual or threatened election contest
relating to the election of the directors of the Company, as
such terms are used in Rule 14A-11 of Regulation 14A
promulgated under the Exchange Act) shall be considered as
though such person was a member of the Incumbent Board of the
Company; (c) the stockholders of the Company approve a merger
or consolidation with any other corporation, other than (A) a
merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
another entity) more than 80% of the combined voting power of
the voting securities of the Company or such other entity
outstanding immediately after such merger or consolidation or
(B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no person acquires 20% or more of the combined voting
power of the Company's then outstanding voting securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets. Notwithstanding the preceding sentence, a
Change in Control shall not be deemed to have occurred if the
"person" described in the preceding sentence is an
underwriting syndicate which has acquired the ownership of 20%
or more of the combined voting power of the Company's then
outstanding voting securities solely in connection with a
public offering of the Company's securities.
1.3 "COMMON STOCK" shall mean the common stock of
the Company, par value $.10 per share.
1.4 "RESTRICTED STOCK" shall mean shares of Common
Stock of the Company awarded under Section 2 of this Agreement
and subject to the restrictions set forth herein.
1.5 "RETIREMENT" shall mean the Director's
retirement pursuant to the Board's mandatory retirement policy
as set forth in the Company's By-laws.
1.6 "TOTAL DISABILITY" shall mean that the Director
(1) has terminated services as a member of the Board, and (2)
at the date of such termination, is disabled within the
meaning of Section 22(e)(3) of the Code or in accordance with
such other definition as may be established by the Board.
2. AWARD OF RESTRICTED STOCK. Subject to the terms of
this Agreement, the Company hereby grants to the Director an
award with respect to an aggregate of 100 shares of Restricted
Stock (subject to adjustment as required by Section 7 of the
Plan), effective as of ______________. Any additional shares
attributable to the shares of Common Stock awarded pursuant to
this Section 2 and received by the Director as a result of any
stock dividend, recapitalization, merger, reorganization or
similar event described in Section 7 of the Plan shall also be
deemed Restricted Stock subject to the terms and conditions of
this Agreement.
3. RESTRICTIONS ON TRANSFER. Restricted Stock may not
be sold, assigned, transferred, pledged or otherwise disposed of,
or encumbered, voluntarily or involuntarily, during the
Restricted Period (as defined below), except as permitted hereby.
Upon issuance of the Restricted Stock award, the Director shall,
upon the Company's request, provide further assurances and
documents as the Board, in its sole discretion, may require to
enforce such restrictions. The Restricted Period shall commence
as the Award Date and shall terminate as follows:
Date Shares Become Percentage of Shares
Free From Restrictions Free From Restrictions
Date of ____ Annual Shareholders Meeting 33%
Date of ____ Annual Shareholders Meeting 33%
Date of ____ Annual Shareholders Meeting 34%
4. FORFEITURE UPON TERMINATION OF SERVICE. If the
Director ceases to serve as a member of the Board of Directors of
the Company for any reason other than death, Total Disability or
Retirement, all shares of Restricted Stock, which are then
subject to any restrictions or transfer set forth in Section 3
above, shall upon such termination of service be forfeited and
returned to the Company. If the Director terminates from service
by reason of death, Total Disability or Retirement, all shares of
Restricted Stock which are then subject to any restrictions set
forth above shall automatically be made free from restrictions.
5. STOCK CERTIFICATE. Upon the award of the Restricted
Stock to the Director, a stock certificate issued in respect of
such shares of Restricted Stock shall be registered in the name
of the Director and shall be deposited by the Director with the
Company, or with a third party designated by the Board, together
with a stock power endorsed in blank. The Company shall provide
the Director with a receipt for such stock certificate
acknowledging that the Company is holding such certificate
pursuant to the terms of this Agreement.
All stock certificates for shares of Restricted Stock
during the Restricted Period shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions contained in an Agreement entered into between
the registered owner and Beckman Instruments, Inc. A copy
of such Agreement is on file in the office of the Secretary
of Beckman Instruments, Inc., 2500 Harbor Boulevard,
Fullerton, California 92834."
With regard to any shares of Restricted Stock which cease
to be subject to restrictions pursuant to Section 3, the Company
shall, within a reasonable period after the date such shares
cease to be subject to restrictions, transfer such shares free of
all restrictions set forth in the Plan and this Agreement to the
Director or, in the event of the Director's death, to the
Director's legal representative, heir or legatee.
6. SHAREHOLDER'S RIGHTS. Subject to the terms of this
Agreement, during the Restricted Period, the Director shall be entitled
to cash dividend and voting rights for the Restricted Stock even though
the shares are not vested, provided that such rights shall terminate
immediately as to any shares which cease to be eligible for vesting.
7. CHANGE IN CONTROL. Notwithstanding anything else
contained herein to the contrary, in the event that a Change in
Control occurs while the Director is still serving upon the Board
and before any forfeiture of shares of Restricted Stock has
occurred, all shares of Restricted Stock which are then subject
to any restrictions set forth above shall automatically be made
free from restrictions as of the date of the Change in Control.
8. REGULATORY COMPLIANCE. The issue and sale of shares
of Restricted Stock shall be subject to full compliance with all
then applicable requirements of law and the requirements of any
stock exchange upon which the Common Stock of the Company may be
listed.
9. WITHHOLDING TAX. The Director agrees that, in the
event the award of the Restricted Stock or the expiration of
restrictions thereon results in the Director's realization of
income which for federal, state or local income tax purposes is,
in the opinion of counsel for the Company, subject to withholding
of tax at source by the Company, the Company may retain or sell
without notice sufficient shares of stock to cover the amount of
any such tax required, remitting any balance to the Director;
provided, however, the Director may pay to the Company an amount
equal to such withholding tax.
10. NOTICES. Any notice to be given to the Company
under the terms of this Agreement shall be in writing and
addressed to the Company at its principal office located at 2500
Harbor Boulevard, Fullerton, California 92834, Attention:
Company Secretary, and any notice to be given to the Director
shall be addressed to him or her at the address given beneath the
Director's signature hereto, or at such other address as either
party may hereafter designate in writing to the other party.
11. ENTIRE AGREEMENT; MODIFICATION. This Agreement
constitutes the entire agreement between the parties hereto and
supersedes any and all other written or oral agreements,
understandings, representations or proposals made prior to or
concurrently with the execution of the Agreement. No
modification or amendment of this Agreement or any additional
agreement concerning Restricted Stock will take effect unless it
is approved by the Board and is in writing and signed by Director
and the Secretary of the Company. Any modification, amendment,
or additional agreement must expressly state the intention of the
parties to modify or supplement the terms of this Agreement.
12. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The
Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock pursuant to this
Agreement prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other
qualification of such shares under any state or Federal law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which
the Board shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance
from any state or federal governmental agency which the Board
shall, in its absolute discretion, determine to be necessary or
advisable; and
(d) The lapse of such reasonable period of time as the
Board may from time to time establish for reasons of
administrative convenience.
13. GENERAL TERMS. The award of Restricted Stock and
this Agreement are subject to, and the Company and the Director
agree to be bound by, the provisions of the Plan that apply to
the Restricted Stock. Such provisions are incorporated herein by
this reference. The Director acknowledges receiving a copy of
the Plan and reading its applicable provisions. Provisions of
the Plan that grant discretionary authority to the Company and
the Board of Directors shall not create any rights in the
Director, unless such rights are expressly set forth herein.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first written above.
"COMPANY"
BECKMAN INSTRUMENTS, INC.,
a Delaware corporation
By:___________________________
Name: William H. May
Title: Vice President, General Counsel
and Secretary
"DIRECTOR"
________________________________
(Signature)
_______________________________
(Print Name)
_______________________________
(Address)
_______________________________
(City, State, Zip Code)
_______________________________
(Social Security Number)
<PAGE>
BECKMAN INSTRUMENTS, INC.
STOCK OPTION GRANT
FOR NON-EMPLOYEE DIRECTORS
Beckman Instruments, Inc. (the "Company") desires to carry out
the objectives of the Company's Stock Option Plan for Non-
Employee Directors by affording ____________________ (the
"Optionee") an opportunity to purchase shares of its common
stock, subject to the terms and conditions hereinafter set forth.
Section 1. Non-Statutory Stock Option
The Company grants to the Optionee the option to purchase from
the Company _______ shares of the common stock of the Company at
a price of $__________ per share (the "Grant"). The effective
date of the Grant is __________ (the "Date of Grant"). The option
herein granted constitutes a non-statutory (non-qualified) stock
option.
Section 2. Time of Exercise of Option
A. No option granted herein shall be exercised unless and
until the Optionee has been a member of the Board of Directors of
the Company for a period of six months after the Date of Grant.
B. After six months from the Date of Grant, the option may
be exercised with respect to 100% or any lesser amount of the
shares optioned hereunder.
C. Notwithstanding anything herein to the contrary, the
option granted herein shall not be exercised after the expiration
of ten years from the Date of Grant.
Section 3. Method of Exercise of Option
The option herein granted may be exercised by the Optionee
delivering to the Company, at its home office in Fullerton,
California (A) written notice of the Optionee's exercise of the
option specifying the number of shares in respect of which the
option is being exercised; (B) payment for such shares in cash,
or, in whole or in part, in shares of the Company's Common Stock
which shall have been owned by the Optionee for at least six
months valued at fair market value on the date of exercise, or by
check (personal, certified, or cashier's) or money market drawn
draft on the Optionee's own account payable to the order of
Beckman Instruments, Inc; (C) if applicable, payment in cash of
all amounts which the Company (or other employer corporation) is
required to withhold under federal, state or local law in
connection with the exercise of the option; and (D) completed
documents as the Company may require. If applicable, taxes which
the Company is required to withhold will be based, unless
otherwise required by law, upon the difference between the
exercise price per share and the fair market value per share of
Common Stock on the date of the exercise.
Upon receipt of such notice, payments and other documents as
may be required the Company shall be obligated to sell and the
Optionee shall be obligated to buy the shares specified in the
Optionee's written notice, and the Company shall issue a
certificate for the number of shares with respect to which the
option shall have been so exercised; provided, however, that the
Company shall be required to issue such stock certificates only
after (i) the shares represented by such certificate have been
admitted to listing on all stock exchanges on which such class of
stock is then listed: (ii) the registration or other
qualification requirements of such shares, which the Board of
Directors (the "Board") of the Company or a Committee of the
Board (the "Committee"), in its absolute discretion, deems
necessary or advisable, have been completed; (iii) the approval or
clearances from any state, federal or local government agency,
which the Board or the Committee shall, in its absolute
discretion determines to be necessary or advisable, have been
obtained; and (iv) if applicable, the Optionee's payment in full
in cash (pursuant to the previous paragraph) or all amounts which
the Company (or other employer corporation) is required to
withhold under federal, state or local law in connection with the
exercise of the option.
Section 4. Transferability of Option and Stockholder Rights of Optionee
The option granted herein shall not be transferable except by
will or the laws of descent and distribution and may be
exercised, during the Optionee's lifetime, only by the Optionee.
The Optionee shall not have any of the rights or privileges of a
stockholder of the Company with respect to shares subject to the
option granted herein until such shares are issued to the
Optionee.
Section 5. Termination of Directorship
A. In the event that the Optionee shall cease to serve as a
Director of the Company, the Optionee may, but only within one
year after the date the Optionee ceases to be a Director (but not
later than the date of expiration of the option), exercise the
option to the extent the Optionee was entitled to do so on the
date of termination. If not so exercised, the option granted
herein shall automatically terminate.
B. Nothing in this Grant shall confer upon the Optionee any
right to continue as a Director of the Company.
Section 6. Death of Optionee
In the event of death of the Optionee, the person or persons
entitled to do so under the Optionee's will or the laws of
descent and distribution may exercise the option to the extent
the Optionee was entitled to do so pursuant to Section 5(A). If
not so exercised, the option granted herein shall automatically
terminate.
Section 7. Changes in Common Stock
In the event of any recapitalization, stock split, stock
dividend, combination of shares or any other like change
affecting the common stock of the Company, appropriate adjustment
shall be made in the number, price and kind of shares covered by
the option granted hereunder. Such adjustment shall be made by
the Board, whose determination as to what adjustments shall be
made and the extent thereof, shall be final, binding and
conclusive.
Section 8. Meaning of Terms
Unless a contrary meaning is clearly indicated, all terms in
this Grant shall have the meaning assigned to them in the Beckman
Instruments, Inc. Stock Option Plan for Non-Employee Directors,
which Plan is attached hereto as Attachment A and made a part
hereof.
Section 9. Disputes and Disagreements
Any dispute or disagreement which may arise under or as a
result of or pursuant to this Grant shall be determined by the
Board in its sole discretion, and any interpretation by the Board
of the terms of this Grant shall be final, binding and
conclusive.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
BECKMAN INSTRUMENTS INC.
BY_______________________
Louis T. Rosso,
Chairman of the Board and
Chief Executive Officer
<PAGE>
BECKMAN INSTRUMENTS, INC. LETTERHEAD
October 2, 1997
Beckman Instruments, Inc.
2500 Harbor Boulevard
Fullerton, CA 92834
Re: Registration Statement on Form S-8 of
Beckman Instruments Inc. (the "Company")
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of
50,000 shares (the "Shares") of Common Stock, par value $0.10 per
share, of the Company (the "Common Stock"), to be issued pursuant
to the Beckman Instruments, Inc. Stock Option Plan for
Non-Employee Directors (the "Plan"). I have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and
law as I have deemed relevant, I am of the opinion that the
Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable
shares of Common Stock.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ William H. May, Esq
William H. May, Esq.
Vice President, General Counsel
and Secretary
WHM:scd
<PAGE>
The Board of Directors
Beckman Instruments, Inc.:
We consent to the use of our report incorporated herein by
reference. Our report refers to a change in accounting to adopt
the provisions of Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Orange County, California
October 3, 1997
