<PAGE> 1
As filed with the Securities and Exchange Commission on July 15, 1998.
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
BECKMAN COULTER, 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.)
4300 North Harbor Boulevard, Fullerton, California 92835
(Address of principal executive offices)
BECKMAN COULTER, INC. 1998 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
William H. May, Esq.
Vice President, General Counsel and Corporate Secretary
Beckman Coulter, Inc.
4300 North Harbor Boulevard
Fullerton, California 92835
(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>
- ------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,500,000 (1),(2) $58.50 (3) $146,250,000.00 (3) $43,143.75 (3)
$.10 per share shares
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, options and other rights to purchase or
acquire the shares of Common Stock covered by the Prospectus and,
pursuant to Rule 416 under the Securities Act of 1933, an additional
indeterminate number of shares and rights which by reason of certain
events specified in the Beckman Coulter, Inc. 1998 Incentive
Compensation Plan (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 July 9, 1998,
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 8.
- --------------------------------------------------------------------------------
<PAGE> 2
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 (the "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.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Beckman Coulter, Inc. (the "Company") filed
with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K/A for the Company's fiscal year ended
December 31, 1997 which contains audited financial statements of the Company for
the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q/A for the Company's fiscal quarter
ended March 31, 1998;
(c) Current Reports on Forms 8-K dated February 18, 1998 and February
26, 1998; and
(d) The description of the Company's Common Stock contained in its
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.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities 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.
The Common Stock is registered pursuant to Section 12 of the Exchange
Act. Therefore, the description of securities is omitted.
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 as
an employee,
3
<PAGE> 4
is the beneficial owner of Common Stock, is the holder of options to acquire
shares of Common Stock, and is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Fourth Restated Certificate of Incorporation provides that
a director of the Company shall not be personally liable to the Company 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 Company 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, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Fourth Restated Certificate of Incorporation and Bylaws
provide generally that each person who is or was a director or officer of the
Company shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law 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 Company maintains directors' and officers' liability insurance which
covers certain liabilities and expenses of officers and directors of the Company
and covers the Company for reimbursement of payments to directors and officers
in respect of such liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index on page 8.
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;
4
<PAGE> 5
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(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 with or furnished to the Commission 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.
(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, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
5
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 June 4, 1998.
BECKMAN COULTER, INC.
By: /s/ Louis T. Rosso
--------------------------------------
Louis T. Rosso
Its: Chairman of the Board, Chief Executive
Officer and Director
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 or her true and lawful attorneys-in-fact and agents with full powers of
substitution and resubstitution, for him or her and in his or her 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 attorneys-in-fact and
agents, 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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Louis T. Rosso Chairman of the Board, Chief
- ----------------------------- Executive Officer & Director June 4, 1998
Louis T. Rosso (Principal Executive Officer)
/s/ Dennis K. Wilson Vice President, Finance & Chief
- ----------------------------- Financial Officer June 4, 1998
Dennis K. Wilson (Principal Financial Officer)
/s/ James T. Glover Vice President and Controller
- ----------------------------- (Controller) June 4, 1998
James T. Glover
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Hugh K. Coble Director* June 4, 1998
- ----------------------------------
Hugh K. Coble
/s/ Carolyne K. Davis Director June 4, 1998
- ----------------------------------
Carolyne K. Davis
/s/ Peter B. Dervan Director June 4, 1998
- ----------------------------------
Peter B. Dervan
Director* June 4, 1998
- ----------------------------------
Dennis C. Fill
/s/ Charles A. Haggerty Director June 4, 1998
- ----------------------------------
Charles A. Haggerty
/s/ Gavin S. Herbert Director June 4, 1998
- ----------------------------------
Gavin S. Herbert
Director June 4, 1998
- ----------------------------------
Van P. Honeycutt
/s/ William N. Kelley Director* June 4, 1998
- ----------------------------------
William N. Kelley
/s/ C. Roderick O'Neil Director June 4, 1998
- ----------------------------------
C. Roderick O'Neil
/s/ John P. Wareham Director June 4, 1998
- ----------------------------------
John P. Wareham
/s/ Betty Woods Director* June 4, 1998
- ----------------------------------
Betty Woods
</TABLE>
- --------------------------------------------------
*Member of Organization and Compensation Committee
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<C> <S> <C>
4.1 Beckman Coulter, Inc. 1998 Incentive Compensation Plan, attached
as Exhibit A to Registrant's Proxy Statement dated and filed with
the Commission on February 26, 1998, incorporated herein by this
reference.
4.2 Amendment 1998-1 to the Beckman Coulter, Inc. 1998 Incentive
Compensation Plan effective as of April 2, 1998, attached as
Exhibit 10.2 to Registrant's Form 10-Q, filed with the Commission
on May 14, 1998, as amended, incorporated herein by this reference.
4.3 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
filed with the Commission and dated April 13, 1989, incorporated
herein by this reference.
4.4 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 filed with the
Commission and dated July 1, 1992, incorporated herein by this
reference.
5.1 Opinion of Company Counsel (opinion re legality).
15.1 KPMG letter regarding unaudited financial information.
23.1 Consent of Independent Accountants.
23.2 Consent of Company Counsel (included in Exhibit 5.1).
24. Powers of Attorney (included in this Registration Statement under
"Signatures").
</TABLE>
8
<PAGE> 1
EXHIBIT 5.1
[BECKMAN COULTER LETTERHEAD]
July 2, 1998
Beckman Coulter, Inc.
4300 North Harbor Boulevard
Post Office Box 3100
Fullerton, CA 92834-3100
Re: Registration Statement on Form S-8 of
Beckman Coulter, 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 2,500,000 shares of Common Stock, par value $0.10 per share, of
the Company (the "Common Stock"), to be issued pursuant to the Beckman Coulter,
Inc. 1998 Incentive Compensation Plan (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 Common Stock has 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.
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> 1
EXHIBIT 15.1
Beckman Coulter, Inc.
Fullerton, California
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our report dated April 17, 1998 related to our review of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
Orange County
July 14, 1998
<PAGE> 1
EXHIBIT 23.1
Independent Auditors' Consent
The Stockholders and Board of Directors
Beckman Coulter, Inc.:
We consent to the use of our audit report dated January 23, 1998, except as to
Note 16, which is as of March 4, 1998, on the consolidated balance sheets of
Beckman Coulter, Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 annual report on Form
10-K/A of Beckman Coulter, Inc., incorporated herein by reference.
KPMG PEAT MARWICK LLP
Orange County, California
July 14, 1998
