As filed with the Securities and Exchange Commission on April 9, 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 92634
(Address of principal executive offices)
BECKMAN INSTRUMENTS, INC. INCENTIVE COMPENSATION PLAN OF 1990
(Full title of the plan)
William H. May, Esq.
Vice President, General Counsel and Corporate Secretary
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>
<S> <C> <C> <C> <C>
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 2,000,000<1>,<2> $41.0625<3> $82,125,000<3> $24,887<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 April 2, 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.
</FN>
</TABLE>
<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) 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, the holder of options to acquire
shares of Common Stock, and a Plan participant.
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. 33-41519 and Registration Statement No. 33-66990, 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 February 6, 1997.
BECKMAN INSTRUMENTS, INC.
By: /s/ Louis T. Rosso
Louis T. Rosso
Its: President 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIGNATURE TITLE DATE
/s/ Louis T. Rosso Chairman of the Board, Chief February 6, 1997
Louis T. Rosso Executive Officer and Director
(Principal Executive Officer)
/s/ Dennis K. Wilson Vice President, Finance, Chief February 6, 1997
Dennis K. Wilson Financial Officer and Director
(Principal Financial Officer)
/s/ James T. Glover Vice President and Controller February 6, 1997
James T. Glover (Controller)
<PAGE>
/s/ Earnest H. Clark, Jr. Director<1> February 6, 1997
Earnest H. Clark, Jr.
/s/ Dennis C. Fill Director<1> February 6, 1997
Dennis C. Fill
/s/ Carolyne K. Davis Director February 6, 1997
Carolyne K. Davis, Ph.D
/s/ Gavin S. Herbert Director February 6, 1997
Gavin S. Herbert
/s/ Betty Woods Director<1> February 6, 1997
Betty Woods
/s/ Francis P. Lucier Director February 6, 1997
Francis P. Lucier
/s/ Hugh K. Coble Director February 6, 1997
Hugh K. Coble
/s/ Charles A. Haggarty Director February 6, 1997
Charles A. Haggarty
/s/ William N. Kelley Director February 6, 1997
Dr. William N. Kelley
/s/ C. Rocerick O'Neil Director February 6, 1997
C. Roderick O'Neil
/s/ John P. Wareham Director February 6, 1997
John P. Wareham
___________________________________________________
<1> Member of Organization and Compensation Committee
</TABLE>
<PAGE>
EXHIBIT INDEX<1>
Exhibit
Number Description
4. Beckman Instruments, Inc. Incentive
Compensation Plan of 1990 (Amended and
Restated April 4, 1997).
5. Opinion of Company Counsel (opinion re
legality).
23.1 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").
_________________________________________________
<1> Each exhibit index and exhibit of Registration Statement
No. 33-41519 and Registration Statement No. 33-66990, each
on Form S-8, which were previously filed with the
Securities and Exchange Commission by the Registrant, are
incorporated herein by reference.
BECKMAN INSTRUMENTS, INC.
INCENTIVE COMPENSATION PLAN OF 1990
(Amended and Restated April 4, 1997)
1. PURPOSE OF PLAN.
The purpose of this Plan is to enable Beckman Instruments, Inc.
and certain of its Subsidiaries to continue to compete successfully
in attracting and retaining Employees with outstanding abilities by
making it possible for them to acquire Shares of the Company's
Common Stock on terms which will give them a more direct and
continuing incentive to make substantial contributions to the
future success of the Company's business.
2. DEFINITIONS.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, or
any successor code thereto.
"Company" means Beckman Instruments, Inc., a Delaware
corporation.
"Committee" means the Board or a committee appointed by the
Board to administer this Plan, which committee shall be comprised
only of two or more directors or such greater number of directors
as may be required under applicable law, each of whom (i) in
respect of any transaction at a time when the affected Participant
may be subject to Section 162(m) of the Code, shall be an "outside
director" within the meaning of Section 162(m) of the Code, and
(ii) in respect of any transaction at a time when the affected
Participant may be subject to Section 16 of the Securities and
Exchange Act of 1934 as amended ("Exchange Act"), shall be a "Non-
Employee Director" within the meaning of Rule 16b-3(b)(3) under the
Exchange Act. The Organization and Compensation Committee may be
this committee if it meets these requirements.
"Common Stock" means common stock of the Company, par value $.10
per Share.
"Employee" means a person regularly employed by the Company or
by a Subsidiary.
"Incentive" means any option, restricted stock or performance
award granted or issued under the Plan.
"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.
"Participant" means an Employee who receives an Incentive which,
in whole or in part, remains outstanding.
"Plan" means the Beckman Instruments, Inc. Incentive
Compensation Plan of 1990, as amended.
"Retirement" means termination of employment of a Participant
pursuant to the Company's applicable retirement policy or plan as
determined by the Committee in its discretion.
"Shares" means shares of Common Stock of the Company.
"Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company 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.
3. STOCK AVAILABLE FOR INCENTIVES.
(a) Stock Subject to the Plan. For each calendar year from and
including the calendar year beginning January 1, 1993, a number of
Shares equal to the amount of 1.5% of the total number of issued
and outstanding Shares as of December 31 of the calendar year
immediately preceding such year (the "1.5% Limit") shall become
available for issuance under the Plan. In addition, (i) any unused
portion of the Shares remaining from those reserved in 1990 for
issuance under the Plan, (ii) any Shares relating to Incentives
granted at any time under the Plan which have expired or have been
surrendered, including but not limited to Shares covered by options
which have expired or which have been surrendered without having
been exercised and Shares of restricted stock forfeited to the
Company, and (iii) any unused portion of the 1.5% Limit for any
calendar year, shall be added to the aggregate number of Shares
available for issuance in each calendar year under the Plan. In no
event, except as subject to adjustment as provided in Section 3(b),
shall more than 2,175,000 Shares be cumulatively available for
issuance pursuant to the exercise of options awarded under the Plan
which qualify as incentive stock options ("ISOs") under the Code.
The maximum number of Shares subject to options that are granted
during any calendar year to any individual shall be limited to
150,000 shares, subject to adjustments contemplated by Section 3(b).
(b) Adjustments and Reorganizations. The number of Shares
subject to this Plan shall be appropriately adjusted if the
outstanding Shares are hereafter changed into or exchanged for a
different number or kind of shares or other securities of the
Company, or of another corporation, by reason of reorganization,
merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares. The number of
shares covered by outstanding options and the exercise price
therefor shall likewise be appropriately adjusted whenever the
number or kind of shares shall be increased or reduced by any such
procedure after the date or dates on which such options were
granted; provided, however, that, in the case of ISOs, each such
adjustment shall be made in such manner as not to constitute a
"modification" within the meaning of Section 424(h)(3) of the Code.
In the event that the Company is succeeded by another
corporation in a reorganization, merger, consolidation, acquisition
of property or stock, separation or liquidation, the Committee
may, in its absolute discretion and on such terms and conditions as
it deems appropriate, provide, either by terms of the Incentive or
a resolution adopted prior to the occurrence of the reorganization,
merger, consolidation, acquisition of property or stock, separation
or liquidation, that for some period of time prior to such event:
(i) for any option granted under this Plan, such option (A)
shall be exercisable as to all Shares covered thereby, (B) shall
be assumed by such successor corporation, (C) shall be canceled
and be replaced by a substitute option of the successor
corporation or (D) shall be canceled in consideration for a cash
payment in an amount equal to the Fair Market Value of the
Shares covered by such option less their aggregate exercise
price; and
(ii) for any such Shares of restricted stock that are still
subject to restrictions, (A) all restrictions on such Shares of
restricted stock shall terminate or expire, (B) obligations of
the Company in relation to such Shares of restricted stock shall
be assumed by such successor corporation, (C) such Shares of
restricted stock shall be canceled and replaced by substitute
shares of restricted stock of the successor corporation or (D)
such Shares of restricted stock shall be forfeited to the
Company in consideration for a cash payment in an amount to be
determined by the Committee.
(c) Reservation of Shares. Shares delivered in connection with
any Incentive shall, in the discretion of the Committee, be either
Shares heretofore or hereafter authorized and then unissued, or
previously issued Shares heretofore or hereafter acquired through
purchase in the open market or otherwise, or some of each. The
Company shall be under no obligation to reserve or to retain in its
treasury any particular number of Shares at any time, and no
particular Shares, whether unissued or held as treasury shares,
shall be identified as those related to this Plan.
4. GRANTING OF INCENTIVES.
The Committee, is authorized to grant options to selected
Employees pursuant to this Plan during the calendar years 1990
through 2001 but not thereafter, to issue restricted stock to
selected Employees pursuant to this Plan during the calendar years
1991 through 2001 but not thereafter, and to issue performance
awards to selected Employees pursuant to this Plan during the
calendar years 1993 through 2001 but not thereafter. Incentives
under the Plan may be granted in any one or a combination of (a)
stock options, (b) restricted stock, and (c) performance awards.
All Incentives shall be subject to the terms and conditions set
forth herein and to such other terms and conditions as may be
established by the Committee. The type of Incentive or combination
thereof, the number of Shares, if any, covered by Incentives
granted in each year; the Employees to whom Incentives are granted;
and the number of Shares covered by Incentives granted to each
Employee selected shall be wholly within the discretion of the
Committee, subject only to the limitations prescribed in Sections
3, 5 and 7.
5. STOCK OPTIONS.
The Committee may grant options qualifying as incentive stock
options ("ISOs") under Section 422 of the Code and nonqualified
stock options (collectively, "options"). Options granted under
this Plan shall be subject to the following terms and conditions
and such other terms and conditions as the Committee may determine:
(a) Option Price. The option price shall be fixed by the
Committee; provided, however, that the price per Share shall not be
less than 100% of the fair market value of the Shares on the date
such option is granted; provided further, that, in the case of
ISOs, the price per Share shall not be less than 100% (110% in the
case of a Participant then owning (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company, any Subsidiary or any
Parent Corporation) of the Fair Market Value of the Shares on the
date such option is granted. For purposes of ISOs granted under
this Plan, the "Fair Market Value" of the Company's Common Stock
shall be determined by the Committee in accordance with Section 422
of the Code and the regulations promulgated thereunder.
(b) Non-transferable. Options shall not be transferable
otherwise than by will or by the laws of descent and distribution
and shall be exercisable, during the Participant's lifetime, only
by the Participant or the Participant's guardian or legal
representative. No option shall be subject, in whole or in part,
to attachment, execution or levy of any kind.
(c) Option Period; Expiration. Each option shall expire and all
rights thereunder shall end at the expiration of such period (which
shall not be more than ten years) after the date on which it was
granted as shall be fixed by the Committee, subject in all cases to
earlier expiration as provided in paragraphs (d) and (e) of this
Section 5 in the event of termination of employment or death. No
ISO may be granted to any person who, at the time the option is
granted, owns (or is deemed to own under Section 424(d) of the
Code) Shares possessing more than 10% of the total combined voting
power of all classes of stock of the Company, any Subsidiary or any
Parent Corporation, unless such option by its terms is not
exercisable after the expiration of five years from the date such
option is granted.
(d) Participant Only; Upon Termination of Employment by Reason
Other Than Death; Expiration. During the lifetime of a
Participant, his or her option shall be exercisable only by the
Participant and, unless otherwise provided in the option agreement
or by resolution adopted after the date of grant, only while
employed by the Company or a Subsidiary or within (i) three years
after Retirement or total disability if and to the extent
exercisable by the Participant on the last day of employment prior
to such event, or (ii) three months after the Participant otherwise
ceases to be so employed if and to the extent the option was
exercisable by the Participant on the last day of such employment;
provided, that in the case of an option which is an ISO a
Participant must exercise his or her option within (i) three months
from the date the Participant ceases to be so employed other than
by reason of death or total disability, or (ii) twelve months after
the Participant ceases to be so employed by reason of his or her
total disability. The option, to the extent not exercisable on the
date of termination from employment, shall terminate.
Notwithstanding the above, in no event shall options be exercisable
later than the end of the period fixed by the Committee in
accordance with the provisions of paragraph (c) of this Section 5.
(e) Upon Death; Expiration. If a Participant dies within a
period during which the option could have been exercised by the
Participant, his or her option may be exercised within three years
after such Participant's death (but not later than the end of the
period fixed by the Committee in accordance with the provisions of
paragraph (c) of this Section 5) by those entitled under the
Participant's will or the laws of descent and distribution, but
only if and to the extent the option was exercisable by the
Participant immediately prior to death. The option, to the extent
not exercisable on the date of death (or, if earlier, termination
from employment), shall terminate.
(f) Exercisable Pursuant to Terms of Grant; Acceleration.
Options shall become exercisable and in such installments (which
may be cumulative) as the Committee shall provide in the terms of
each individual option; provided, however, by resolution adopted
after an option is granted, the Committee may on such terms and
conditions as it may determine to be appropriate, accelerate the
time at which such option or any portion thereof may be exercised.
(g) Full or Partial Exercise. As the Committee may fix at or
after the time of grant, options may be exercised in whole at one
time or in part from time to time.
(h) Delivery of Shares; Payment. No Shares shall be delivered
upon the exercise of an option until (i) the option price has been
paid in full in cash or, at the discretion of the Committee, in
whole or in part in Common Stock owned by the Participant valued at
fair market value on the date of exercise; (ii) 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 have been paid in full in cash; (iii) such Shares
have been admitted to listing on all stock exchanges on which such
class of stock is then listed; (iv) the registration or other
qualification requirements for such Shares, which the Committee, in
its absolute discretion, deem necessary or advisable, have been
completed; and (v) the approval or clearances from any state or
federal governmental agency, which the Committee shall, in its
absolute discretion, determine to be necessary or advisable, have
been obtained. Subject to the Committee's consent, the full
payment required under subparagraph (i) above may be made by
retention by the Company of Shares to be issued pursuant to such
option exercise with an aggregate fair market value on the date of
exercise equal to the total exercise price for the options being
exercised.
(i) ISO $100,000 Limit. To the extent that the aggregate Fair
Market Value (within the meaning of Section 5(a)) of Shares with
respect to which ISOs first become exercisable by a Participant in
any calendar year exceeds $100,000, taking into account both Common
Stock subject to ISOs under this Plan and stock subject to
incentive stock options under all other plans of the Company or any
Parent Corporation, such options shall be treated as nonqualified
stock options. For this purpose, the "Fair Market Value" of the
stock subject to options shall be determined as of the date the
options were awarded. In reducing the number of options treated as
ISOs to meet the $100,000 limit, the most recently granted options
shall be reduced first. To the extent a reduction of
simultaneously granted options is necessary to meet the $100,000
limit, the Committee may, in the manner and to the extent permitted
by law, designate which shares of Common Stock are to be treated as
shares acquired pursuant to the exercise of an ISO.
6. RESTRICTED STOCK.
Shares of restricted stock granted under this Plan shall be
subject to the following terms and conditions and such other terms
and conditions as the Committee may determine:
(a) Price; Legal Consideration. The price for issuance of
the Shares of restricted stock shall be fixed by the Committee;
provided that legal consideration shall be required for each
issuance of Shares of restricted stock.
(b) Non-transferable. Shares of restricted stock shall not be
transferable until the expiration or termination of all
restrictions on such Shares, and, prior to the expiration or
termination of such restrictions, Shares of restricted stock shall
not be subject, in whole or in part, to attachment, execution or
levy of any kind.
(c) Restrictions; Expiration. The Shares of restricted stock
issued under this Plan shall be subject to such restrictions as the
Committee shall provide and all such restrictions shall terminate
or expire at the end of such period (which shall not be more than
ten years) after the date on which such restricted shares were
issued as shall be fixed by the Committee, subject in all cases to
earlier expiration as provided in paragraph (d) of this Section 6.
(d) Vesting; Acceleration. Restricted stock shall vest as the
Committee shall provide in the terms of each individual grant;
provided, however, by resolution adopted after restricted stock is
granted, the Committee may, on such terms and conditions as it may
determine to be appropriate, accelerate the time at which such
restricted stock or any portion thereof shall vest.
7. PERFORMANCE AWARDS.
The Committee may, in its discretion, grant performance-based
awards to eligible Employees based upon such factors as the
Committee shall deem relevant in light of the specific type and
terms of the award. In addition, and without limiting the
generality of the foregoing, the Committee may grant performance-
based awards within the meaning of Section 162(m) of the Code
("Performance Awards"), whether in the form of Shares, restricted
stock, performance stock, phantom stock, cash awards or other
rights, whether or not related to stock values or appreciation, the
grant, vesting, exercisability or payment of which depends on the
degree of achievement of the Performance Criteria (within the
meaning of Section 7(b) below) relative to preestablished targeted
levels for (i) the Company on a consolidated, segment, subsidiary
or division basis, or (ii) an individual. An award that is
intended to satisfy the requirements of Section 7 applicable to
Performance Awards shall be designated as such at the time of
grant. Such Performance Awards shall be subject to the following
terms and conditions and such other terms and conditions as the
Committee may prescribe:
(a) Eligible Class. The eligible class of persons for
Performance Awards under this Section 7 shall be executive officers
of the Company and, in the discretion of the Committee, other key
employees of the Company.
(b) Award Period; Performance Criteria. The Committee shall
determine and include in a Performance Award grant the period of
time for which a Performance Award is made ("Award Period"). The
applicable Award Period may not be less than one year nor more than
10 years. The Committee shall also establish the criteria by which
the performance shall be measured ("Performance Criteria") during
the Award Period as a basis for determination of the amount payable
under the Performance Award. The Performance Criteria may include:
earnings per share, sales growth, pre-tax margin, net earnings
(before or after taxes, interest depreciation and/or amortization),
cash flow, economic value added, return on equity or on assets or
on net investment, or cost containment or reduction, or any
combination thereof. The Performance Criteria may include minimum
and optimum objectives or a single set of objectives. The
applicable Performance Criteria and specific performance target or
targets ("targets") must be approved by the Committee in advance of
applicable deadlines under the Code and while the performance
relating to such targets remains substantially uncertain.
Performance targets may be adjusted to mitigate the unbudgeted
impact of material, unusual or nonrecurring gains or losses,
accounting changes or other extraordinary events not foreseen at
the time the targets were set, to the extent permitted by Section
162(m) and applicable regulations and interpretations thereunder.
(c) Payment; Maximum Award. The Committee shall establish the
method of calculating the amount of payment to be made under a
Performance Award based on the extent to which the Performance
Criteria are met. After the completion of an Award Period, the
performance shall be measured against the Performance Criteria, and
the Committee shall determine the amount to be paid under the
Performance Award. The Committee, in its discretion, may elect to
make payment in Shares, restricted stock, cash or any combination
of Shares, restricted stock or cash, and such payment form shall be
specified in the applicable Performance Award agreement. In no
event shall grants of Performance Awards in any calendar year to a
Participant, whether payment in cash, Shares, restricted stock or
combination of cash, Shares, or restricted stock relate to a cash
amount of more than $2 million. For purposes of this limit, each
Performance Award which is payable in Shares or restricted stock
shall be deemed to be converted as of the date of grant to an
equivalent cash amount, determined by multiplying the number of
Shares or restricted stock subject to such Performance Award by the
closing price of a Share of the Company's Common Stock on the New
York Stock Exchange as of the date of grant of the Performance
Award. Performance Awards that are canceled during the year shall
be counted against this limit to the extent required by Code
Section 162(m). Stock options satisfying the requirements of Code
162(m) are subject to the individual limit as set forth in Section
3(a) and not the preceding individual limit.
(d) Committee Certification. Before any Performance Award is
paid, the Committee must certify in writing that the Performance
Criteria and any other material terms of the Performance Award
were satisfied; provided, however, that a Performance Award may be
paid without regard to the satisfaction of the applicable
Performance Criteria in the event of a change in control event,
death or total disability, to the extent permitted under Section
162(m) of the Code and Section 3(b).
(e) Terms and Conditions of Awards. The Committee will have the
discretion to determine the restrictions or other limitations of
the individual awards granted under this Section 7 including the
authority to reduce awards, payouts or vesting or to pay no awards,
in its sole discretion, if the Committee preserves such authority
at the time of grant by language to this effect in its authorizing
resolutions or otherwise.
(f) Non-Transferable. Performance Awards are not transferable,
and are not subject in whole or in part, to attachment, execution
or levy of any kind.
8. CONTINUATION OF EMPLOYMENT.
Neither this Plan nor any Incentive issued hereunder shall
confer upon any Employee any right to continue in the employ of the
Company or any Subsidiary or limit in any respect the right of the
Company or any Subsidiary to terminate his or her employment at any
time for any reason, with or without cause.
9. ADMINISTRATION.
The Committee may make such rules and regulations and establish
such procedures as it deems appropriate for the administration of
this Plan. The Committee's authority to administer this Plan shall
include, but not be limited to, the ability to accelerate or to
extend the exercisability or post-termination exercise period of
any or all outstanding Incentives within the maximum terms of
Incentives permitted hereunder. In the event of a disagreement as
to the interpretation of this Plan or any amendment thereto or any
rule, regulation or procedure thereunder or as to any right or
obligation arising from or related to this Plan, the decision of
the Committee shall be final and binding upon all persons in
interest, including the Company and its stockholders.
10. TERMINATION OR AMENDMENT OF THE PLAN.
The Board without further action by the stockholders may
terminate this Plan at any time prior to December 31, 2001 and may
from time to time amend this Plan as permitted by applicable
statutes as it deems desirable. Any amendment that would (i)
materially increase the benefits accruing to Participants under
this Plan, (ii) materially increase the aggregate number of
securities that may be issued under this Plan, or (iii) materially
modify the requirements as to eligibility for participation in this
Plan, shall be subject to stockholder approval only to the extent
then required by Section 422 of the Code or applicable law, or
deemed necessary or advisable by the Board. Without limiting any
other express authority of the Committee under but subject to the
express limits of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations on Incentives
that the Committee in the prior exercise of its discretion has
imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Incentives that do not
affect in any manner materially adverse to the Participant, his or
her rights and benefits under an Incentive. No amendment,
suspension or termination of this Plan or change of or affecting
any outstanding Incentive shall, without written consent of the
Participant, affect in any manner materially adverse to the
Participant any rights or benefits of the Participant or
obligations of the Company under any Incentive granted under this
Plan prior to the effective date of such change. Changes
contemplated by Section 3(b) shall not be deemed to constitute
changes or amendments for purposes of this Section 10. No
Incentive shall be granted or issued under the Plan after December
31, 2001, but Incentives granted or issued prior thereto may extend
beyond that date.
11. TAXES.
Prior to any distribution of cash or stock to any Participant,
appropriate arrangements shall be made for the payment of any taxes
required to be withheld by federal, state or local law. The
Company shall be entitled to require cash payment, to withhold the
amount or to retain Shares with a fair market value equal to the
amount of any tax attributable to any amount payable or Shares
deliverable under the Plan after giving the person entitled to
receive such amount or Shares notice as far in advance as
practicable.
12. STOCKHOLDER APPROVAL OF PLAN.
This Plan will be submitted for the approval of the Company's
stockholders within twelve months after the date of the Board's
initial adoption of this Plan or adoption of any amendments
requiring stockholder approval. Options may be granted and Shares
of restricted stock may be issued prior to such stockholder
approval; provided, however, that such options shall not be
exercisable and the restrictions on such Shares of restricted stock
shall not expire or terminate prior to the time when this Plan is
approved by the stockholders; provided, further, that if such
approval has not been obtained at the end of said twelve-month
period, all options previously granted and all Shares of restricted
stock issued under this Plan shall thereupon be canceled and become
null and void. No Shares may be granted or issued with respect to
Performance Awards prior to stockholder approval of the amendment
making such awards available as Incentives under this Plan.
13. PLAN CONSTRUCTION.
(a) Rule 16b-3. It is the intent of the Company that
transactions in and affecting Incentives in the case of
Participants who are or may be subject to Section 16 of the
Exchange Act satisfy any then applicable requirements of Rule 16b-3
so that such persons (unless they otherwise agree) will be entitled
to the benefits of Rule 16b-3 or other exemptive rules under
Section 16 of the Exchange Act in respect of those transactions and
will not be subjected to avoidable liability thereunder. If any
provision of this Plan or of any Incentive 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
Committee may disregard the provision 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.
(b) Rule 162(m). It is the further intent of the Company that
options with an exercise price not less than fair market value on
the date of grant and Performance Awards under Section 7 of this
Plan that are granted to or held by a covered employee (within the
meaning of Code Section 162(m) and regulations thereunder) shall
qualify as performance-based compensation under Section 162(m) of
the Code, and this Plan shall be interpreted consistent with such
intent.
<PAGE>
2500 Harbor Boulevard, P.O. Box 3100, Fullerton, CA 92634-3100
BECKMAN
WILLIAM H. MAY
Vice President, General Counsel
and Secretary
(714) 773-6973
April 3, 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
2,000,000 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. Incentive Compensation
Plan of 1990 (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
William H. May, Esq.
Vice President, General Counsel
and Secretary
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 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
April 8, 1997
