-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jmccyafe7oasiu0i467yGmiHwtmaTcgNia7w70baFhKgKeX0uWz24hwg6djmNv+7 5T9/kwf8ZLYX98/wDALjtw== 0000950157-95-000208.txt : 19950721 0000950157-95-000208.hdr.sgml : 19950721 ACCESSION NUMBER: 0000950157-95-000208 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950720 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61147 FILM NUMBER: 95554908 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on July 20, 1995 Registration No. 33- ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- Bristol-Myers Squibb Company (Exact name of registrant as specified in its charter) Delaware (State of incorporation) 22-079-0350 (I.R.S. Employer Identification No.) 345 Park Avenue New York, N.Y. 10154 (212) 546-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------------- John L. McGoldrick, Esq. Alice C. Brennan Senior Vice President and Vice President and General Counsel Corporate Secretary Bristol-Myers Squibb Company 345 Park Avenue New York, N.Y. 10154 (212) 546-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Susan Webster, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, N.Y. 10019 (212) 474-1000 --------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------------- CALCULATION OF REGISTRATION FEE ============================================================================ Proposed Proposed Title of Maximum Maximum Each Class of Amount Offering Aggregate Amount Securities to to be Price Offering Registration be Registered Registered Per Share* Price* Fee - ---------------------------------------------------------------------------- Common Stock, par value $.10 per share ..... 2,500,000 shares $68.625** $171,562,500 $59,159.48 ============================================================================ * Estimated solely for the purpose of calculating the registration fee. ** Calculated in accordance with Rule 457(c) under the Securities Act based upon the high and low price of securities of the same class on July 17, 1995, as quoted per the New York Stock Exchange Composite Tape. --------------------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ============================================================================= PROSPECTUS BRISTOL-MYERS SQUIBB COMPANY 2,500,000 Shares of Common Stock Par Value $.10 per Share This Prospectus relates to 2,500,000 shares of Common Stock, par value $.10 per share (the "Securities") of Bristol-Myers Squibb Company, a Delaware corporation (the "Company"), issued to the shareholders named herein under the caption "Selling Shareholders" (the "Selling Shareholders") in connection with the acquisition by the Company of Matrix Essentials, Inc., which Securities are being offered for sale pursuant hereto for the account of such Selling Shareholders. This Prospectus is to be used in connection with the sale from time to time by the Selling Shareholders of the Securities. The Company has agreed with the Selling Shareholders to register the Securities offered hereby. The Company has also agreed to pay certain fees and expenses incident to such registration, including certain fees and expenses of any attorneys and accountants employed by the Selling Shareholders and certain other costs directly incurred by the Selling Shareholders in connection with the offering of the Securities pursuant hereto. It is estimated that the fees and expenses payable by the Company in connection with the registration of the Securities will be approximately $155,000. The Company intends to keep the registration statement, of which this Prospectus is a part, effective for a period of no longer than 90 days from the date of this Prospectus. The Common Stock of the Company is listed on the New York Stock Exchange and the Pacific Stock Exchange. On July 17, 1995 the last sale price on the New York Stock Exchange for one share of Common Stock of the Company was $68.625. The Selling Shareholders, their donees or estates, and their respective pledgees and dealers who may purchase from the foregoing, may from time to time sell all or part of the Securities that may be offered by such person hereunder on the New York Stock Exchange, the Pacific Stock Exchange or other securities exchange or over the counter market, at prices and at terms then prevailing or in negotiated transactions or otherwise. The price at which any of the shares of Common Stock may be sold, and the commissions, if any, paid in connection with any sale, are unknown and may vary from transaction to transaction. See "Plan of Distribution" below. It is understood that the Securities and Exchange Commission (the "Commission") may take the view that, under certain circumstances, such persons effecting resales of Securities purchased and dealers or brokers handling such transactions may be deemed (such persons not so conceding) to be "underwriters" within the meaning of the Securities Act of 1933, and the rules and regulations promulgated thereunder (the "Securities Act"), with respect to such sales. --------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- The date of this Prospectus is , 1995. No person has been authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any underwriter, dealer or agent. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than those to which it relates. Neither the delivery of this Prospectus nor any sale of or offer to sell the Securities offered hereby shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof or that the information herein is correct as of any time subsequent to its date. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by the Company with the Commission pursuant to the informational requirements of the Exchange Act can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained upon written request addressed to the Securities and Exchange Commission, Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and at the offices of the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which certain of the Company's securities are listed. This Prospectus forms a part of a registration statement on Form S-3 (referred to herein, including all amendments and exhibits, as the "Registration Statement") which the Company has filed under the Securities Act with respect to the Securities. This Prospectus does not contain all the information otherwise set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement and the exhibits filed as part thereof. The Registration Statement may be inspected at the public reference facilities maintained by the Commission at the addresses set forth in the preceding paragraph. Statements contained herein concerning any document filed as an exhibit are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. DOCUMENTS INCORPORATED BY REFERENCE The Company hereby incorporates by reference (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, (ii) its Quarterly Report on Form 10-Q for the three months ended March 31, 1995; (iii) its Current Report on Form 8-K filed with the Commission on May 1, 1995; (iv) its Current Report on Form 8-K filed with the Commission on June 16, 1995, (v) the description of the Common Stock contained in the registration statement filed under the Exchange Act, including any amendment or reports filed for the purpose of updating such description, (vi) the description of the Rights to Purchase Preferred Stock contained in the Registration Statement on the Company's Form 8-A dated December 10, 1987 and the Company's Form 8 dated July 27, 1989 and (vii) its Proxy Statement and Notice of Annual Meeting of Stockholders for the annual meeting held on May 2, 1995, each of which has been filed with the Commission pursuant to the requirements of the Exchange Act. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the Securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that 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 superseded, to constitute a part of this Prospectus. The Company will furnish without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all documents incorporated herein by reference (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, Attention: Corporate Secretary (telephone number: (212) 546-3309). BRISTOL-MYERS SQUIBB COMPANY The Company is a world-wide organization engaged primarily in the manufacture and sale of a broad range of pharmaceutical products, medical devices, nonprescription health products, toiletries and beauty aids. The Company's principal business segments are: Pharmaceutical Products, including prescription medicines, mainly cardiovascular, anti-infective and anti-cancer drugs, central nervous system drugs and other pharmaceutical products; Medical Devices, including orthopaedic implants, ostomy and wound care products, surgical instruments and other medical devices; Nonprescription Health Products, including infant formulas and other nutritional products, analgesics, cough/cold remedies and skin care products; and Toiletries and Beauty Aids, including haircoloring and hair care preparations, deodorants, anti-perspirants, toiletries and other beauty aids. All references herein to the Company include Bristol-Myers Squibb Company and its subsidiaries, unless the context otherwise requires. The principal executive offices of the Company are located at 345 Park Avenue, New York, New York 10154. Its telephone number is (212) 546-4000. USE OF PROCEEDS The Company will receive no proceeds from the sale of the Securities. All proceeds from the sale of the Securities will be for the account of the Selling Shareholders described below. See "Selling Shareholders" and "Plan of Distribution" described below. DESCRIPTION OF CAPITAL STOCK Capital Stock The following statements with respect to the Company's capital stock are subject to the detailed provisions of the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation"), Bylaws, as amended (the "Bylaws") and the Rights Agreement (defined below). These statements do not purport to be complete and are qualified in their entirety by reference to the terms of the Certificate of Incorporation, the Bylaws and the Rights Agreement, each of which are incorporated by reference into this Prospectus. The Company's authorized capital stock consists of 1.5 billion shares of common stock, par value $.10 per share (the "Common Stock"), and 10 million shares of preferred stock. As of July 17, 1995, 506,335,297 shares of Common Stock were issued and outstanding (excluding 32,979,618 shares held in treasury) and 19,871 shares of Cumulative Convertible Preferred Stock of the Company, par value $1.00 per share (the "Convertible Preferred Stock") were issued and outstanding. Common Stock The holders of Common Stock are entitled to receive dividends when and as declared by the Board of Directors of the Company out of funds legally available therefor, subject to the terms of any preferred stock of the Company at the time outstanding. The holders of Common Stock are entitled to one vote for each share on all matters voted on by stockholders, including elections of directors. The holders of the Common Stock do not have any cumulative voting, conversion, redemption or preemptive rights. In the event of dissolution, liquidation or winding up of the Company, holders of the Common Stock will be entitled to share ratably, together with any participating preferred stock of the Company, in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of indebtedness of the Company, and the aggregate liquidation preference of any preferred stock of the Company then outstanding. The outstanding shares of the Company Common Stock are listed on the New York Stock Exchange and the Pacific Stock Exchange. Chemical Bank, 450 West 33rd Street, New York, New York 10001 and Chemical Trust Company of California, 50 California Street-10th Floor, San Francisco, California 94111 are the transfer agents and registrars for the Common Stock. The rights of the holders of Common Stock are subject to the rights of the holders of the Convertible Preferred Stock described below. Each share of Common Stock also carries with it an associated Right to Purchase Preferred Stock, also described below. Cumulative Convertible Preferred Stock Dividend Rights. Holders of Convertible Preferred Stock are entitled to receive, when and as declared by the Board of Directors of the Company out of funds legally available for payment, annual dividends in an amount per share equal to $2.00. Dividends on shares of Convertible Preferred Stock are payable on the first day of March, June, September and December of each year. Dividends on the Convertible Preferred Stock are cumulative and accrue on a day-to-day basis. For so long as the Convertible Preferred Stock is outstanding, the Company may not declare or pay any dividend on Common Stock or redeem or purchase any other preferred stock of the Company or purchase Common Stock, unless full cumulative dividends on the Convertible Preferred Stock have been paid or declared, and funds set apart for payment thereof. Conversion Provisions. At the election of the holder thereof, each share of Convertible Preferred Stock is convertible into shares of Common Stock, subject to adjustment as set forth below. As of the date of this Prospectus, each share of Convertible Preferred Stock is convertible into 4.24 shares of Common Stock. With respect to shares of Convertible Preferred Stock called for redemption, conversion rights will expire at the close of business on the date fixed for redemption, unless the Company defaults in the payment of the redemption price. No fractional shares will be issued upon conversion, and, in lieu thereof, an adjustment in cash will be made based upon the closing price of Common Stock on the NYSE on the day of conversion. The conversion rate will be subject to adjustment in certain events to preserve the relative rights of holders of Convertible Preferred Stock, including certain subdivisions and combinations of Common Stock, certain reclassifications, and certain consolidations and mergers of the Company. Adjustments in the conversion rate will be deferred until cumulative adjustments shall have resulted in a change of the conversion rate by at least one one-hundredth of one share of Common Stock. No payment or allowance will be made upon conversion in respect of any accrued and unpaid dividends. Liquidation Rights. In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Convertible Preferred Stock then outstanding are entitled to receive $50.00 per share plus all accrued and unpaid dividends. Redemption. The Convertible Preferred Stock is redeemable, at the option of the Company, in whole or in part, at the price of $50.00 per share together with accrued and unpaid dividends at the date of redemption. If the Company shall redeem less than all of the outstanding shares of the Convertible Preferred Stock, the Board of Directors of the Company will determine the shares to be redeemed by lot. Voting Rights. Each share of Convertible Preferred Stock entitles the holder thereof to one vote per share and, except as otherwise provided by the Certificate of Incorporation or as required by law, the Convertible Preferred Stock and the Common Stock vote as one class except that while holders of shares of Convertible Preferred Stock voting as a class are entitled to elect two directors as provided in the Certificate of Incorporation, such holders are not entitled to participate with the Common Stock in the election of any other directors. Without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Convertible Preferred Stock, the Company may not amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws so as to materially affect any of the powers, preferences and rights of Convertible Preferred Stock. The holders of Convertible Preferred Stock have no other voting rights except as may be required by law. Preferred Stock Purchase Rights Each share of Common Stock carries with it an associated right (the "Right") that entitles holders of Common Stock to buy one one-thousandth of a share of a new series of participating preferred stock of the Company at an exercise price of $200 under certain circumstances. The Rights separate from the associated shares of Common Stock and become exercisable only after a person or group acquires beneficial ownership of 20% or more of Common Stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 30% or more of the Common Stock. If any person (i) becomes the beneficial owner of 25% or more of Common Stock, other than pursuant to certain tender or exchange offers described in the rights agreement that governs the Rights (the "Rights Agreement," a copy of which has been filed with the Commission and is incorporated by reference herein), (ii) who is a 20% or more stockholder engages in certain self-dealing transactions described in the Rights Agreement or (iii) engages in a merger transaction with the Company in which the Company is the surviving corporation and its shares of Common Stock are not changed or converted, then each Right not owned by such person or related parties will entitle its holder to purchase, at the Right's then-current exercise price, shares of Common Stock (or, in certain circumstances as determined by the Board, cash, property or other securities of the Company) having a value of twice the Right's exercise price. In addition, if the Company is involved in a merger or other business combination transaction with another person in which its shares of Common Stock are changed or converted, or sells 50% or more of its assets or earning power to another person, each Right will entitle its holder to purchase, at the Right's then- current exercise price, common shares of such other person having a value of twice the Right's exercise price. The Company is generally entitled to redeem the Rights at a price of one cent per Right at any time until the 15th day following public announcement that a 20% position has been acquired. SELLING SHAREHOLDERS Each of the Selling Shareholders was formerly a shareholder of Matrix Essentials, Inc., an Ohio corporation ("Matrix"). On August 5, 1994, Matrix and certain related businesses were acquired by the Company and Matrix became a wholly-owned subsidiary of the Company. The Securities offered hereby were acquired by the Selling Shareholders as consideration for the acquisition of Matrix and such related businesses by the Company. The following table sets forth as of July 17, 1995, the name of each of the Selling Shareholders, the nature of his, her or its position, office, or other material relationship to the Company or its subsidiaries, if applicable, and the number of shares of Common Stock which each such Selling Shareholder owned of record as of the date of this Prospectus. The table also sets forth the number of shares of Common Stock owned by each Selling Shareholder that are offered for sale by this Prospectus and the number of shares of Common Stock to be held by each such Selling Shareholder assuming the sale of all the Securities offered hereby. The Company may supplement this Prospectus from time to time to disclose the names, relationships to the Company and holdings of Securities of additional Selling Shareholders. No statement contained herein nor the delivery of this Prospectus in connection with a sale by any Selling Shareholder shall be deemed an admission by the Company or such Selling Shareholder that such Selling Shareholder is in a control relationship with the Company within the meaning of the Securities Act. Maximum Number of Number of Number of of Shares Shares of Common Name and Shares of to be Sold Stock to be Held Relationship Common Stock Pursuant Assuming Sale to Company Owned as of to this of all the Shares if any(1) July 17, 1995 Offering(2) Offered Hereby - ---------------------------- ------------- ----------- ----------------- 1. Arnold M. Miller Included Marital Trust f/b/o Sydell L. Miller u/a dtd 7/6/78. 2,905,603 1,093,269 1,812,334 2. Arnold M. Miller GST Exempt Trust f/b/o Stacie Miller Halpern u/a dtd 7/6/78. 71,233 23,936 47,297 3. Arnold M. Miller GST Exempt Trust f/b/o Lauren Miller Spilman u/a dtd 7/6/78. 71,233 23,936 47,297 4. Sydell L. Miller Dynasty Trust f/b/o Stacie Miller Halpern u/a dtd 8/26/93. 1,315,136 602,950 712,186 5. Sydell L. Miller Dynasty Trust f/b/o Lauren Miller Spilman u/a dtd 8/26/93. 1,315,136 602,950 712,186 6. David A. Cook, Vice President of Matrix.(3) 73,672 24,698 48,929 7. Jeffrey J. Kunz, Vice President of Matrix. 73,672 24,698 48,929 8. Dennis E. Lubin, Vice President of Matrix. 73,627 24,740 48,887 9. Robert G. Markey.(4) 73,627 24,740 48,887 10. D. Scott Miller, Vice President of Matrix. 73,627 24,698 48,929 11. Robert C. Miller, Vice President of Matrix.(5) 36,766 12,355 24,411 12. Sydell L. Miller, Chairman of Matrix. 17,030 17.030 0 - ------------------------------ (1) Except as otherwise noted, none of the Selling Shareholders has any relationship with the Company other than as a shareholder. (2) In the event that certain Selling Shareholders elect not to dispose of the maximum number of shares set forth opposite their names below pursuant hereto, the amount not so disposed of may be used by the remaining Selling Shareholders to increase on a pro rata basis the maximum number of Shares that may be sold by each of them; provided, however, that in no event will the total number of Shares offered hereby exceed 2,500,000. (3) Up to 1,200 of the shares to be sold by or for the benefit of Mr. Cook may be sold by Maxus Foundation and up to an additional 10,000 may be sold by a charitable remainder trust to be established by Mr. Cook. (4) Mr. Markey is an attorney and member of the law firm of Baker & Hostetler. Mr. Markey and Baker & Hostetler have in the past represented and continue to represent Matrix in a variety of matters. Of the shares of Common Stock proposed to be sold by Mr. Markey, up to 1,000 may be donated by Mr. Markey to the Jewish Community Federation of Cleveland and sold in this offering. (5) Includes up to 1,200 shares of Common Stock which may be donated by Mr. Miller to Grace Church of St. Louis and sold in this offering. PLAN OF DISTRIBUTION The Securities may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. The Selling Shareholders have informed the Company that they expect to engage Bear Stearns & Co. Inc. ("Bear Stearns") to act on their behalf to sell the Securities. Such sales may be made on the New York Stock Exchange, the Pacific Stock Exchange, on any other exchange on which the Common Stock is traded (each, an "Exchange") or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Securities may be sold by one or more of the following methods: (a) a block trade in which Bear Stearns will attempt to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by Bear Stearns as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of the applicable Exchange; and (d) ordinary brokerage transactions and transactions in which Bear Stearns solicits purchasers. In effecting sales, Bear Stearns may arrange for other brokers or dealers to participate in the resales. In connection with distributions of the Securities or otherwise, the Selling Shareholders may enter into hedging transactions with Bear Stearns or other broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the Securities in the course of hedging the positions they assume with Selling Shareholders. The Selling Shareholders may also sell Securities short and redeliver the shares to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers which require the delivery to such broker-dealer of the Securities offered hereby, which Securities such broker-dealer may resell pursuant to this Prospectus. The Selling Shareholders may also pledge the shares registered hereunder to Bear Stearns or another broker or dealer and, upon a default, Bear Stearns or such other broker or dealer may effect sales of the pledged Securities pursuant to this Prospectus. In addition, any Securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 under the Securities Act rather than pursuant to this Prospectus. Bear Stearns may receive compensation in the form of customary brokerage commissions, discounts or concessions from Selling Shareholders in amounts to be negotiated in connection with sales pursuant hereto. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act. Certain costs, expenses and fees in connection with the registration of the Securities, including certain costs of legal counsel for the Selling Shareholders, will be borne by the Company. Commissions, discounts and transfer taxes, if any, attributable to the sales of the Securities will be borne by the Selling Shareholders, as may a portion of the costs of legal counsel for the Selling Shareholders. The Selling Shareholders have agreed to indemnify the Company, all other prospective holders of the shares registered hereby or any underwriter, as the case may be, and any of their respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the Securities pursuant to this Prospectus, including liabilities arising under the Securities Act. In addition, the Company has agreed to indemnify the Selling Shareholders, all other prospective holders of the shares registered hereby or any underwriter, as the case may be, and any of their respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the Securities pursuant to this Prospectus, including liabilities arising under the Securities Act. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in accounting and auditing. VALIDITY OF THE SECURITIES The validity of the Securities offered hereby was passed upon for the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York, special counsel to the Company. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. SEC registration fee................................. $59,159 Stock exchange listing fees ......................... 33,200* Accounting fees...................................... 10,000* Legal fees........................................... 45,000* Qualification under state securities laws............ 5,000* Miscellaneous........................................ 2,641* $155,000* ========= - ------------------ * Estimated. Item 15. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, hereinafter a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise. Under the terms of the Bylaws of the Company and subject to the applicable provisions of the laws of the State of Delaware, the Company has so indemnified each of its directors and officers, and any employee of the Company who, at the Company's request, has served as a director or officer of another corporation in which the Company owns capital or of which it is a creditor, against expenses incurred or paid in connection with any claim made against such director or officer or any actual or threatened action, suit or proceeding in which such director or officer may be involved by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and against the amount or amounts paid by such director or officer in settlement of any such claim, action, suit or proceeding or any judgment or order entered therein. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Restated Certificate of Incorporation of the Company eliminates the liability of directors of the Company to the extent permitted by the DGCL. The Company has an insurance policy covering the liability and expenses which might be incurred in connection with lawful indemnification of directors and officers of the Company and its majority owned subsidiaries for certain liabilities and expenses of such directors and officers for acts in those capacities. Such directors and officers are also insured against certain liabilities and expenses incurred for acts in such capacities and for which they are not entitled to indemnification by the Company. Item 16. Exhibits 3.1 Restated Certificate of Incorporation of the Company, including the Certificate of Designations for the Convertible Preferred Stock (filed as Exhibit 4(a) to the Registration Statement on Form S-3 (No. 33-33682) filed on March 7, 1990 and incorporated herein by reference).* 3.2 Bylaws of the Company, as amended through May 4, 1993 (filed as Exhibit 3b to the Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed on March 29, 1995 and incorporated herein by reference).* 4.1 Registration Rights Agreement dated as of August 5, 1994 among the Company and the Selling Shareholders. 4.2 Rights Agreement, dated as of December 4, 1987 between the Company and Manufacturers Hanover Trust Company, as Rights Agent, as amended (filed as Exhibit 1 to the Registration Statement on Form 8-A dated December 10, 1987 and Exhibit 1 to the Registration Statement on Form 8 dated July 27, 1989, each of which are incorporated herein by reference).* 5 Opinion of Cravath, Swaine & Moore, special counsel of the Company. 23.1 Consent of Cravath, Swaine & Moore, special counsel of the Company (included in Exhibit 5). 23.2 Consent of Price Waterhouse LLP. 24 Powers of Attorney. - ----------------------- * Incorporated by reference. Item 17. Undertakings. A. Undertaking Pursuant to Rule 415. The Company 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; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss. 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company 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. Undertaking Regarding Filings Incorporating Subsequent Exchange Act Documents by Reference. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company'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. C. Undertaking in Respect of Indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Securities and Exchange 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 Company 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. SIGNATURES 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of July, 1995. BRISTOL-MYERS SQUIBB COMPANY, by /s/ Charles A. Heimbold, Jr. ----------------------------- Name: Charles A. Heimbold, Jr. Title: President, Chief Executive Officer, Chairman of the Board and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement (on Form S-3) has been signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- President, Chief Executive 07/17/95 Officer, Chairman of the and Director (principal /s/ Charles A. Heimbold, Jr. executive officer) - ---------------------------- Charles A. Heimbold, Jr. Corporate Staff Senior Vice 07/17/95 President and Chief Financial Officer (principal finanical /s/ Michael F. Mee officer) - ------------------- Michael F. Mee Corporate Staff Vice 07/17/95 President and Controller (principal accounting /s/ Frederick S. Schiff officer) - ------------------------ Frederick S. Schiff Signature Title Date - --------- ----- ---- Director 07/17/95 /s/ Robert E. Allen - -------------------- Robert E. Allen Executive Vice 07/17/95 President and Director /s/ Michael E. Autera - ---------------------- Michael E. Autera Director 07/17/95 /s/ Ellen V. Futter - -------------------- Ellen V. Futter Director 07/17/95 /s/ Louis V. Gerstner, Jr. - --------------------------- Louis V. Gerstner, Jr. Director 07/17/95 /s/ John D. Macomber - --------------------- John D. Macomber Director 07/17/95 /s/ James D. Robinson III - --------------------------- James D. Robinson III Director 07/17/95 /s/ Andrew C. Sigler - --------------------- Andrew C. Sigler Signature Title Date - --------- ----- ---- Director 07/17/95 /s/ Louis W. Sullivan, M.D. - ---------------------------- Louis W. Sullivan, M.D. Director 07/17/95 /s/ Kenneth E. Weg - ------------------- Kenneth E. Weg EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 3.1 Restated Certificate of Incorporation * of the Company, including the Certificate of Designations for the Convertible Preferred Stock (filed as Exhibit 4(a) to the Registration Statement on Form S-3 (No. 33-33682) filed on March 7, 1990 and incorporated herein by reference). 3.2 Bylaws of the Company, as amended * through May 4, 1993 (filed as Exhibit 3b to the Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed on March 29, 1995 and incorporated herein by reference). 4.1 Registration Rights Agreement dated as of August 5, 1994 among the Company and the Selling Shareholders. 4.2 Rights Agreement, dated as of * December 4, 1987 between the Company and Manufacturers Hanover Trust Company, as Rights Agent, as amended (filed as Exhibit 1 to the Registration Statement on Form 8-A dated December 10, 1987 and Exhibit 1 to the Registration Statement on Form 8 dated July 27, 1989, each of which are incorporated herein by reference). 5 Opinion of Cravath, Swaine & Moore, special counsel of the Company. 23.1 Consent of Cravath, Swaine & Moore, special counsel of the Company (included in Exhibit 5). 23.2 Consent of Price Waterhouse LLP. 24 Powers of Attorney. - ---------------------- * Incorporated by reference. EX-4 2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT dated as of August 5, 1994, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BMS"), and the individuals and entities named in Schedule I hereto (herein referred to collectively as the "Shareholders" and individually as a "Shareholder"). This Agreement is made pursuant to Section 5.09 of the Agreement and Plan of Merger dated as of June 14, 1994 (the "Merger Agreement"), among BMS, BMS Acquisition Sub Corp. I, BMS Acquisition Sub Corp. II, Matrix Essentials, Inc., Lauren Stacy Marketing, Inc., the Trust Shareholders named therein, the Lauren Stacy Shareholders named therein, the Limited Partners named therein, Sydell L. Miller, the Estate of Arnold M. Miller, Stacie Miller Halpern and Lauren Miller Spilman. In order to induce the Shareholders to consummate the transactions contemplated by the Merger Agreement, and in further consideration therefor, BMS has agreed to execute and deliver this Agreement and provide the registration rights set forth in this Agreement. Accordingly, it is hereby agreed as follows: 1. Securities Subject to this Agreement. (a) Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement. For purposes of this Agreement the following terms shall have the following meanings: "Effective Period" shall mean a period commencing on the date of this Agreement and ending on the earlier of (i) the first date as of which all Registrable Securities cease to be Registrable Securities and (ii) the date two years following the Closing Date. "Holder" shall mean a holder of Registrable Securities. "Registrable Securities" means, collectively, (i) the shares of common stock, par value $.10 per share, of BMS ("Common Stock") issued in connection with the Mergers and the Acquisitions (the "Shares") and (ii) any securities issued or distributed in respect of any Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and securities exchange registration and filing fees, (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for any underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange pursuant to Section 5(h), (v) the fees and disbursements of counsel for BMS and of its independent public accountants, including the expenses of any incident to such performance and compliance, (vi) the reasonable fees and disbursements of one counsel, other than BMS's counsel, selected by the Holders of a majority of the Registrable Securities being registered to represent all Holders of the Registrable Securities being registered in connection with each such registration (it being understood that any Holder may, at its own expense, retain separate counsel to represent it in connection with such registration), and (vii) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any. "Related Securities" means any securities of BMS similar or identical to any of the Registrable Securities, including, without limitation, Common Stock and all options, warrants and other securities convertible into, or exchangeable or exercisable for, Common Stock. (b) Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities when (i) a registration statement covering such Registrable Securities has been declared effective under the Securities Act (as defined below) and they have been disposed of pursuant to such effective registration statement, (ii) they are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act of 1933 (the "Securities Act"), (iii) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by BMS and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any state securities or blue sky law then in force, (iv) two years following the date of this Agreement have elapsed or (v) they shall have ceased to be outstanding. 2. Demand Registration Rights. (a) Right to Demand. Any Holder or Holders of a number of Registrable Securities equal to at least 10% of the Registrable Securities issued in connection with the Mergers and the Acquisitions (with a proportional adjustment for any stock split or stock dividend or other issuance of securities with respect to such Registrable Securities) may make a written request to BMS for registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities and BMS shall use its best efforts to effect such registration (a "Demand Registration"); provided, however, that (i) the aggregate number of Registrable Securities requested to be so registered shall have a market value (calculated using the market price of such Registrable Securities on the date of receipt by BMS of such written request) of at least $40,000,000 and (ii) no Demand Registration may be requested after the end of the Effective Period and provided, further, that BMS shall not be obligated to file a registration statement relating to any registration request under this Section 2, (x) within a period of six months after the effective date of any other registration statement relating to (A) any registration request under this Section 2 or (B) any registration of the type described under Section 3 pursuant to which any Holder disposed of Registrable Securities, or (y) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by BMS at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of BMS in connection with such an audit other than the regular audit). Within 10 days after receipt of such request, BMS will serve written notice (the "Notice") of such registration request to all Holders of Registrable Securities and BMS will include in such registration all Registrable Securities of such Holders with respect to which BMS has received written requests for inclusion therein within 15 days after the receipt by the applicable Holder of the Notice. Any request for registration made by a Holder pursuant to this paragraph 2(a) will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. (b) Blackout Period. BMS shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by BMS pursuant to this Section 2, for a reasonable period of time, but not in excess of 90 days (a "Blackout Period"), if any executive officer of BMS determines that in such executive officer's reasonable judgment and good faith that the registration and distribution of the Registrable Securities would materially interfere with any pending financing, acquisition or corporate reorganization or other corporate development involving BMS or any of its Subsidiaries or would require premature disclosure thereof and promptly gives the Holders of Registrable Securities to be registered written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the aggregate number of days included in all Blackout Periods during any consecutive 12 months during the Effective Period shall not exceed 180 days and provided, further, however, that a period of at least 30 days shall elapse between the termination of any Blackout Period and the commencement of the immediately succeeding Blackout Period. If BMS shall so postpone the filing of a registration statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to BMS within 20 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to paragraph (c) of this Section 2). (c) Number of Demand Registrations. The Holders of Registrable Securities shall be entitled to a maximum of three Demand Registrations during the Effective Period. BMS shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective under the Securities Act; provided, however, that if after any Demand Registration has been declared effective, the offering of any Registrable Securities pursuant to such Demand Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or its staff or any other governmental agency or court, such Demand Registration will be deemed not to have been effected for the purposes of this Agreement unless (i) such stop order, injunction or other order or requirement relates to the actions or omissions of, information included in the prospectus related to, or is otherwise attributable to the Holders or the Registrable Securities or (ii) if such stop order, injunction or other or requirement is lifted or otherwise ceases to be applicable to such Demand Registration. (d) Priority on Demand Registrations. If the managing underwriter or underwriters of a Demand Registration advise BMS in writing that in its or their opinion the number of securities proposed to be sold in such Demand Registration exceeds the number which can be sold in such offering, BMS will include in such registration only the number of securities that, in the opinion of such underwriter or underwriters can be sold, selected pro rata among the Holders that have requested to be included in such Demand Registration. (e) Selection of Underwriters. If any offering pursuant to a Demand Registration is an underwritten offering, BMS will select a managing underwriter or underwriters to administer the offering, which managing underwriter or underwriters shall be reasonably satisfactory to the Holders of a majority in number of the Registrable Securities to be included in such Demand Registration; provided, however, that the Holders of a majority in number of the Registrable Securities to be included in such Demand Registration shall be entitled to select one co-managing underwriter, which co-managing underwriter shall be reasonably satisfactory to BMS. The managing underwriter or underwriters selected by BMS shall be deemed to be reasonably satisfactory to the Holders of a majority in number of the Registrable Securities to be registered unless the Holders of a majority in number of such Registrable Securities send a written notice of objection to BMS within 10 days of receipt of notice from BMS of the appointment of a managing underwriter or underwriters. 3. Piggy-Back Registration. If at any time after the date of issuance of any Registrable Securities and prior to the end of the Effective Period, BMS proposes to file a registration statement under the Securities Act with respect to an offering by BMS for its own account or for the account of others of any class of equity security (or any options, warrants or other securities convertible into, or exchangeable or exercisable for, equity securities) to be offered for cash (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), then BMS shall in each case give written notice of such proposed filing to the Holders at least 20 days before the filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggy-Back Registration"). If such offer is accepted by written notice to BMS from the Holders of at least 10% of the Registrable Securities issued in connection with the Mergers and the Acquisitions (with a proportional adjustment for any stock split or stock dividend or other issuance of securities with respect to such Registrable Securities) within 15 days of the giving of the written notice provided for in the preceding sentence, BMS shall use its best efforts to permit, or (in the case of a proposed underwritten offering) to cause the managing underwriter or underwriters thereof to permit, the Holders of Registrable Securities requested to be included, in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the corresponding securities of BMS included therein, provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BMS shall determine for any reason not to proceed with the proposed registration, BMS may, at its election, give written notice of such determination to each Holder of Registrable Securities requested to be included in such registration and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by BMS (underwritten, at least in part, by Persons who are not Affiliates or Associates of BMS or any Holder), all Holders requesting to have Registrable Securities included in BMS's registration must sell their Registrable Securities to such underwriters who shall have been selected by BMS on the same terms and conditions as apply to BMS, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 3 involves such an underwritten public offering, any Holder making a request under this Section 3 in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise BMS in writing that in their opinion the total amount or kind of securities that the Holders have requested to be included in such offering would adversely affect the success of such offering, then the amount of securities to be offered for the accounts of Holders of Registrable Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. 4. Holdback Agreement. If (i) during the Effective Period BMS shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to its Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (ii) with reasonable prior notice, BMS (in the case of a non-underwritten public offering by BMS pursuant to such registration statement) advises the Shareholders in writing that a public sale or distribution of such Registration Securities would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by BMS pursuant to such registration statement) advises BMS in writing (in which case BMS shall notify the Shareholders) that a public sale or distribution of such Registrable Securities would materially adversely impact such offering, then each Shareholder that is then a Holder of Registrable Securities shall, to the extent not inconsistent with Applicable Law, refrain from effecting any public sale or distribution of Registrable Securities (except in accordance with Section 2 hereof) during the seven days prior to, and during the 60-day period beginning on, the effective date of such registration statement. In the event that the Holders are required so to refrain from effecting any public sale or distribution during any period during which a registration statement relating to a Demand Registration is required to be kept effective pursuant to Section 5(b) hereof, the period mentioned in Section 5(b) shall be extended by the number of days that the Holders are so required to refrain from public sale or distribution. 5. Registration Procedures. If and whenever BMS is required to use its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, BMS will, as expeditiously as possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities on any form for which BMS then qualifies or which counsel for BMS shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become and remain effective; provided, however, that BMS may discontinue any registration of its securities which is being effected pursuant to Section 3 at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the SEC amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in such registration statement or the expiration of 90 days after such registration statement becomes effective; provided, that before filing a registration statement or prospectus, or any amendments or supplements thereto, BMS will furnish to the Holders and their counsel, copies of all documents proposed to be filed; (c) furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus and prospectus supplement, as applicable), in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder; (d) use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder, except that BMS shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 5(d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (e) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder or Holders thereof to consummate the disposition of such Registrable Securities; (f) notify each Holder of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 5(b), of BMS's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; (h) use its best efforts to cause all such Registrable Securities to be listed on any securities exchange on which the Common Stock is then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement; (i) comply with the requirements of Section 153 of the Securities Act regarding delivery of prospectuses; (j) use its best efforts to obtain a "cold comfort" letter or letters from BMS's independent public accountants in customary form; (k) cooperate with the Holders of Registrable Securities covered by such registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing the securities to be sold under such registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such Holders may request; and (l) make available for inspection by any Holder of Registrable Securities included in such registration statement, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the "Inspectors"), all financial and other records and other information, pertinent corporate documents and properties of any of BMS and its subsidiaries and affiliates (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility; provided, however, that the Records that BMS determines, in good faith, to be confidential and which it notifies the Inspectors in writing are confidential shall not be disclosed to any Inspector unless such Inspector signs a confidentiality agreement reasonably satisfactory to BMS or either (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided further, however, that any decision regarding the disclosure of information pursuant to subclause (i) shall be made only after consultation with counsel for the applicable Inspectors. Each Holder of Registrable Securities agrees that it will, promptly after learning that disclosure of such Records is sought in a court having jurisdiction, give notice to BMS and allow BMS, at BMS's expense, to undertake appropriate action to prevent disclosure of such Records. BMS may require each Holder of Registrable Securities as to which any registration is being effected to furnish BMS with such information regarding such Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as BMS may from time to time reasonably request in writing. Each Holder of Registrable Securities agrees that, upon receipt of any notice from BMS of the happening of any event of the kind described in Section 5(f), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(f), and, if so directed by BMS, such Holder will deliver to BMS (at BMS's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event BMS shall give any such notice, the period mentioned in Section 5(b) shall be extended by the number of days during the period from the date of the giving of such notice pursuant to Section 5(f) and through the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5(f). 6. Registration Expenses. BMS will pay all Registration Expenses in connection with the first three registrations of Registrable Securities pursuant to Section 2 or 3 upon the written request of any of the Holders, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to such Sections. The fees and expenses of counsel to the Holders that are paid by BMS pursuant to this Agreement shall not exceed $50,000 per registration. All expenses for any subsequent registrations of Registrable Securities pursuant to either Section 2 or 3 shall be paid pro rata by all Persons (including the Holders and BMS) participating in such registration on the basis of the relative number of shares of Common Stock of each such Person included in such registration. 7. Indemnification; Contribution. (a) Indemnification by BMS. BMS agrees to indemnify each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act), and any agent or investment adviser thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any registration statement, any prospectus or preliminary prospectus, or any amendment or supplement to any of the foregoing or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or a preliminary prospectus, in light of the circumstances then existing) not misleading, except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with information with respect to such indemnified party furnished in writing to BMS by such indemnified party or its counsel expressly for use therein. In connection with an underwritten offering, BMS will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. Notwithstanding the foregoing provisions of this paragraph 7(a), BMS will not be liable to any Holder of Registrable Securities, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Holder or underwriter (within the meaning of the Securities Act), under the indemnity agreement in this paragraph 7(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of such Holder's or other Person's failure to send or give a copy of the final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and BMS has previously furnished copies thereof in accordance with this Agreement. (b) Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a Holder of Registrable Securities is participating, each such Holder will furnish to BMS in writing such information, including with respect to the name, address and the amount of Registrable Securities held by such Holder, as BMS reasonably requests for use in such registration statement or the related prospectus and agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7(a)) BMS, all other prospective Holders or any underwriter, as the case may be, and any of their respective affiliates, directors, officers and controlling Persons, (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in such registration statement or prospectus or any amendment or supplement to either of them or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to BMS by such Holder or its counsel specifically for inclusion therein. (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under these indemnification provisions for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party a conflict of interest is likely to exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. The indemnifying party will not be subject to any liability for any settlement made without its consent (which will not be unreasonably withheld). (d) Contribution. If the indemnification from the indemnifying party provided for in this paragraph 7 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities and expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in paragraph 7(c), any legal and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this paragraph 7(d), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Holder were offered to the public (net of all underwriting discounts and commissions) exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this paragraph 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in paragraph 7(a) or (b), as the case may be, without regard to the relative fault of said indemnifying parties or indemnified party or any other equitable consideration provided for in this paragraph 7(d). (e) The provisions of this paragraph 7 shall be applicable in respect of each registration pursuant to this Agreement, shall be in addition to any liability which any party may have to any other party and shall survive any termination of this Agreement. 8. Participation in Underwritten Registrations. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved by BMS in its reasonable discretion and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 9. Rule 144. For a period of three years following the Closing Date, BMS covenants that it will file the reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the Commission thereunder (or, if BMS is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, BMS will deliver to such Holder a written statement as to whether it has complied with such requirements. 10. Miscellaneous. (a) Remedies. Each Holder of Registrable Securities in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. (b) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless BMS has obtained the written consent of Holders of at least a majority in number of the Registrable Securities then outstanding. (c) Notices. All Notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by telex or telecopier, registered or certified mail (return receipt requested), postage prepaid, or courier guaranteeing next day delivery to the parties at the following addresses (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof). Notices delivered personally shall be effective upon receipt, notices sent by mail shall be effective three days after mailing, notices sent by telex shall be effective when answered back, notices sent by telecopier shall be effective when receipt is acknowledged, and notices sent by courier guaranteeing next day delivery shall be effective on the next business day after timely delivery to the courier: (i) if to a Holder of Registrable Securities at the address of such Holder provided in Schedule I hereto or at such other address as the applicable Holder may designate to BMS in writing; and (ii) if to BMS at: Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Attention: George P. Kooluris Senior Vice-President, Corporate Development with a copy to: Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Attention: General Counsel (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided, however that this Agreement and the provisions of this Agreement that are for the benefit of the Shareholders or any Holder shall not be assignable by any Shareholder to any Person other than another Shareholder. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within that State. (h) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Shareholders shall be enforceable to the fullest extent permitted by law. (i) Entire Agreement. This Agreement is intended by the parties as a final expression and a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter hereof. There are no restrictions, promises, warranties or undertakings with respect to the subject matter hereof, other than those set forth or referred to herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. BRISTOL-MYERS SQUIBB COMPANY, by /s/ George P. Kooluris ----------------------------- Name: George P. Kooluris Title: Senior Vice President, Corporate Development /s/ Sydell L. Miller ------------------------------ Sydell L. Miller /s/ Sydell L. Miller ------------------------------ Sydell L. Miller, as Executrix for and on behalf of the Estate of Arnold M. Miller /s/ Lauren Miller Spilman ------------------------------ Lauren Miller Spilman /s/ Stacie Miller Halpern ------------------------------ Stacie Miller Halpern /s/ Robert G. Markey ----------------------------- Robert G. Markey, as Trustee for and on behalf of each of the following Trusts: Sydell L. Miller Dynasty Trust for the benefit of Lauren Miller Spilman u/a dated 8/26/93 Sydell L. Miller Dynasty Trust for the benefit of Stacie Miller Halpern u/a dated 8/26/93 Arnold M. Miller and Sydell L. Miller Trust for the benefit of Lauren Miller Spilman u/a dated 12/30/91 Arnold M. Miller and Sydell L. Miller Trust for the benefit of Stacie Miller Halpern u/a dated 12/30/91 Sydell Miller Income Trust for the benefit of Sydell Miller u/a dated 7/31/90 Arnold M. Miller Irrevocable Trust for the benefit of Lauren Miller Spilman u/a dated 12/28/83 Arnold M. Miller Irrevocable Trust for the benefit of Stacie Miller Halpern u/a dated 12/28/83 Arnold M. Miller Included Marital Trust for the benefit of Sydell L. Miller u/a dated 7/6/78 Arnold M. Miller GST Exempt Trust for the benefit of Lauren Miller Spilman u/a dated 7/6/78 Arnold M. Miller GST Exempt Trust for the benefit of Stacie Miller Halpern u/a dated 7/6/78 /s/ Dennis Lubin -------------------------- Dennis Lubin, as Trustee for and on behalf of each of the following Trusts: Sydell L. Miller Dynasty Trust for the benefit of Lauren Miller Spilman u/a dated 8/26/93 Sydell L. Miller Dynasty Trust for the benefit of Stacie Miller Halpern u/a dated 8/26/93 Arnold M. Miller Included Marital Trust for the benefit of Sydell L. Miller u/a dated 7/6/78 Arnold M. Miller GST Exempt Trust for the benefit of Lauren Miller Spilman u/a dated 7/6/78 Arnold M. Miller GST Exempt Trust for the benefit of Stacie Miller Halpern u/a dated 7/6/78 /s/ Sydell L. Miller -------------------------- Sydell L. Miller, as Trustee for and on behalf of each of the following Trusts: Arnold M. Miller Included Marital Trust for the benefit of Sydell L. Miller u/a dated 7/6/78 Lauren Miller (now Spilman) Trust for the benefit of Lauren Miller Spilman u/a dated 7/11/89 Stacie Miller (now Halpern) Trust for the benefit of Stacie Miller Halpern u/a dated 7/11/89 /s/ David A. Cook -------------------------- David A. Cook /s/ Robert M. Diemer -------------------------- Robert M. Diemer /s/ Jeffrey J. Kunz -------------------------- Jeffrey J. Kunz /s/ Dennis E. Lubin -------------------------- Dennis E. Lubin /s/ Robert G. Markey -------------------------- Robert G. Markey /s/ D. Scott Miller -------------------------- D. Scott Miller /s/ Robert C. Miller -------------------------- Robert C. Miller SHAREHOLDERS SCHEDULE I 1. David A. Cook 12. Sydell L. Miller Dynasty Trust 36341 Blue Grass Oval for the benefit of Stacie Solon, OH 44139 Miller Halpern u/a dated 8/26/93 2. Stacie Miller Halpern 3200 National City Center 140 Cyrstal Lane Cleveland, OH 44114 Aurora, OH 44202 3. Jeffrey J. Kunz 13. Arnold M. Miller and Sydell L. 2432 Channing Road Miller Trust for the benefit University Heights, OH 44118 of Lauren Miller Spilman u/a dated 12/30/91 4. Dennis E. Lubin 3200 National City Center 180 Glen Road Cleveland, OH 44114 Moreland Hills, OH 44122 14. Arnold M. Miller and Sydell L. 5. Robert G. Markey Miller Trut for the Benefit 27925 Belgrave Road of Stacie Miller Halpern u/a Pepper Pike, OH 44124 dated 12/30/91 3200 natioal City Center 6. D. Scott Miller Cleveland, OH 44114 4588 Copley-Sharon Road Copley, OH 44321 15. Sydell Miller Income Trust for the benefit of Sydell Miller 7. Robert C. Miller u/a dated 7/31/90 2156 White Marsh Drive 3200 National City Center Twinsburg, OH 44087 Cleveland, OH 44114 8. Sydell L. Miller 16. Arnold M. Miller Irrevocable 25119 Wimbledon Road Trust for the benefit of Beachwood, OH 44122 Lauren Miller Spilman u/a dated 12/28/83 9. Lauren Miller Spilman 3200 National City Center 311 High Bluff Court Cleveland, OH 44114 Aurora, OH 44202 17. Arnold M. Miller Irrevocable 10. Robert M. Diemer Trust for the benefit of 10499 White Ash Trail Stacie Miller Halpern u/a Twinsburg, OH 44087 dated 12/28/83 3200 National City Center 11. Sydell L. Miller Dynasty Trust Cleveland, OH 44114 for the benefit of Lauren Miller Spilman u/a 18. Arnold M. Miller Included dated 8/26/93 Marital Trust for the benefit 3200 National City Center of Sydell L. Miller u/a dated Cleveland, OH 44114 7/6/78 3200 National City Center Cleveland, OH 44114 19. Lauren Miller (now Spilman) Trust for the benefit of Lauren Miller Spilman u/a dated 7/11/89 25119 Wimbledon Road Beachwood, OH 44122 20. Stacie Miller (now Halpern) Trust for the benefit of Stacie Miller Halpern u/a dated 7/11/89 25119 Wimbledon Road Beachwood, OH 44122 21. Arnold M. Miller GST Exempt Trust for the benefit of Lauren Miller Spilman u/a dated 7/6/78 3200 National City Center Cleveland, OH 44114 22. Arnold M. Miller GST Exempt Trust for the benefit of Stacie Miller Halpern u/a dated 7/6/78 3200 National City Center Cleveland, OH 44114 23. Estate of Arnold M. Miller 25119 Wimbledon Road Beachwood, OH 44122 EX-5 3 OPINION OF CRAVATH, SWAINE & MOORE EXHIBIT 5 [LETTERHEAD OF] Cravath, Swaine & Moore July 20, 1995 Bristol-Myers Squibb Company Common Stock, Par Value $.10 Per Share Dear Sirs: We have acted as special counsel for Bristol-Myers Squibb Company, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by the Company on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933 with respect to the proposed shelf registration of 2,500,000 shares of common stock, par value $.10 per share, of the Company (the "Shares"). In connection with the foregoing, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, we are of opinion that the Shares are validly authorized and are legally issued, fully paid and nonassessable. We know that we are referred to under the heading "Validity of the Securities" in Registration Statement, and we consent to such use of our name in the Registration Statement and to the use of this opinion for filing as an exhibit to the Registration Statement. Very truly yours, Cravath, Swaine & Moore Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154-0037 37A EX-23 4 CONSENT OF INDENPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 19, 1995 appearing on page 50 of Bristol-Myers Squibb Company's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP New York, New York July 18, 1995 EX-24 5 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Charles A. Heimbold, Jr. ----------------------------- Charles A. Heimbold, Jr. POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Robert E. Allen ----------------------------- Robert E. Allen POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Michael E. Autera ------------------------- Michael E. Autera POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Ellen V. Futter ----------------------- Ellen V. Futter POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Louis V. Gerstner, Jr. --------------------------- Louis V. Gerstner, Jr. POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ John D. Macomber ----------------------- John D. Macomber POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ John D. Macomber ----------------------- John D. Macomber POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ James D. Robinson III --------------------------- James D. Robinson III POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Louis W. Sullivan, M.D. ----------------------------- Louis W. Sullivan, M.D. POWER OF ATTORNEY The undersigned certifies that he is a Director of Bristol-Myers Squibb Company. The undersigned hereby appoints each of A. C. Brennan and J. L. McGoldrick as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf the foregoing Registration Statement on Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to execute any and all amendments to said registration statement, and to do all such other acts and execute all such other documents which said attorneys may deem necessary or desirable. Dated this 17th day of July, 1995. Signed: /s/ Kenneth E. Weg ------------------- Kenneth E. Weg -----END PRIVACY-ENHANCED MESSAGE-----