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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-076120
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Address of Principal Executive Offices) (Zip Code)
1996 DIRECTORS' DEFERRAL PLAN
(Full title of the plan)
Raymond P. Ohlmuller
Vice President and Secretary
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Name and address of agent for service)
(201) 847-7101
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
- ----------------- ---------- --------- ----------- ------------
Common Stock, 100,000 $43.38 $4,338,000 $1,495.86
par value $1.00 shares
per share
Unsecured
obligations
to pay cash ** ** ** **
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$1,495.86
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* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
** Included in this registration statement is an indeterminate amount of
unsecured obligations of the registrant to pay cash to participants in the
1996 Directors' Deferral Plan.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
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* Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933
(the "Securities Act") is omitted from this registration statement in
accordance with the Note to the instructions for Part I of Form S-8.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
by Becton, Dickinson and Company (the "Company") are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
September 30, 1995; and
(c) The description of the Common Stock, par value $1.00 per share,
contained in a registration statement filed by the Company under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to the Company's
1996 Directors' Deferral Plan (the "Plan") have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.
No annual report of the Plan is, or will be, filed with or incorporated by
reference into this registration statement or filed in subsequent periods
pursuant to Section 15(d) of the Exchange Act. The Plan is not an issuer of
securities because all obligations arising under it are to be paid from the
general assets of the Company, thereby making the Company the sole entity
obligated to file annual reports under Form S-8 and Section 15(d).
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
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Item 6. Indemnification of Directors and Officers.
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Article XI of the bylaws of the Company provides as follows:
"The Company shall indemnify to the full extent authorized or permitted
by the New Jersey Business Corporation Act, any corporate agent (as defined
in said Act), or his legal representative, made, or threatened to be made,
a party to any action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he is or was a
corporate agent of this Company."
The New Jersey Business Corporation Act permits or requires indemnification
of officers and directors in the event that certain statutory standards of
conduct are met. Consistent with that statute, the Company has entered into
indemnification agreements with its directors and officers whereby the Company
has agreed to indemnify them and advance them their defense, investigation,
witness and/or participation fees and expenses except in circumstances whereby a
request for indemnification (a) is on account of an illegal renumeration to the
indemnitee, (b) is for an accounting of the indemnitee's profits from the
purchase or sale of the Company's securities pursuant to Section 16(b) of the
Exchange Act or any amendments thereto or similar provisions of any federal,
state or local statutory law, (c) is based upon acts or omissions of the
indemnitee which were in breach of the indemnitee's duty of loyalty to the
Company or its shareholders, were not in good faith or involved a knowing
violation of law, or resulted in an improper personal benefit to the indemnitee,
or (d) is unlawful.
The Company maintains policies of insurance under which the respective
directors and officers (as defined therein) of the Company are insured subject
to specified exclusions and deductible and maximum amounts against loss arising
from any civil claim or claims which may be made against any director or officer
(as so defined) of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or alleged to have been
done while acting in their respective capacities.
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Item 7. Exemption From Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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4 1996 Directors' Deferral Plan.
5 Opinion of Bridget M. Healy, Associate General
Counsel and Senior Corporate Attorney of the Company.
23(a) Consent of Independent Auditors.
23(b) Consent of Bridget M. Healy (included in the opinion filed
herewith as Exhibit 5).
Item 9. Undertakings.
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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 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.
(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
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that is incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Franklin Lakes, State of New Jersey, on the 13th
day of November, 1996.
BECTON, DICKINSON AND COMPANY
By:/s/ Raymond P. Ohlmuller
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Raymond P. Ohlmuller
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 13th day of November, 1996.
Signature Title
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Director
/s/ Harry N. Beaty
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Harry N. Beaty, M.D.
/s/ Henry P. Becton, Jr. Director
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Henry P. Becton, Jr.
Director, Chairman of
/s/ Clateo Castellini the Board, President and
- ------------------------------ Chief Executive Officer
Clateo Castellini (Principal Executive
Officer)
/s/ Albert J. Costello Director
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Albert J. Costello
/s/ Gerald M. Edelman, M.D. Director
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Gerald M. Edelman, M.D.
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Signature Title
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/s/ Edmund B. Fitzgerald Director
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Edmund B. Fitzgerald
/s/ John W. Galiardo Director
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John W. Galiardo
Director
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Richard W. Hanselman
/s/ Frank A. Olson Director
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Frank A. Olson
/s/ James E. Perrella Director
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James E. Perrella
/s/ Gloria M. Shatto Director
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Gloria M. Shatto
/s/ Raymond S. Troubh Director
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Raymond S. Troubh
/s/ Edward J. Ludwig Senior Vice President -
- ------------------------------- Finance and Chief
Edward J. Ludwig Financial Officer
(Principal Financial
and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State of
North Carolina, on the 12th day of November, 1996.
1996 DIRECTORS' DEFERRAL PLAN
By: Wachovia Bank of North
Carolina, N.A., trustee
By: /s/ Beverley Wood
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Name: Beverley Wood
Title: Senior Vice President
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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4 1996 Directors' Deferral Plan.
5 Opinion of Bridget M. Healy,
Associate General Counsel and
Senior Corporate Attorney of
the registrant.
23(a) Consent of Independent Auditors.
23(b) Consent of Bridget M. Healy
(included in the opinion filed
herewith as Exhibit 5).
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