-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1+2WkzRRSM/s4uocClWii7F6EjD06L01p2rLeLTELOWBySk4Yj/NEvtOGEVx1LI npde+r6EoPwAOVAFXoRzIw== 0000892569-95-000738.txt : 19951220 0000892569-95-000738.hdr.sgml : 19951220 ACCESSION NUMBER: 0000892569-95-000738 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951219 EFFECTIVENESS DATE: 19960107 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN INSTRUMENTS INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65155 FILM NUMBER: 95602679 BUSINESS ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92634 BUSINESS PHONE: 7148714848 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 19, 1995 Registration No. - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- BECKMAN INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 95-104-600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 2500 Harbor Boulevard Fullerton, California 92634 (Address of principal executive offices) BECKMAN INSTRUMENTS, INC. EMPLOYEES' STOCK PURCHASE PLAN (Full title of the Plan) William H. May, Esq. Beckman Instruments, Inc. 2500 Harbor Boulevard Fullerton, California 92634 (Name and address of agent for service) Telephone number, including area code, of agent for service: (714) 871-4848 --------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------- Title of Proposed Securities Proposed maximum Amount of to be Amount to be maximum offering aggregate registration Registered registered price per unit* offering price* fee - -------------------------------------------------------------------------------------------------- Common Stock 600,000 $34.75 $20,850,000 $7,189.50 $.10 par value - --------------------------------------------------------------------------------------------------
* Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h). Pursuant to this Rule (with reference to Rule 457(c)) the maximum offering price was calculated to be $20,850,000 upon the basis of the average of the high and low prices of the Common Stock reported on the New York Exchange as of December 14, 1995, as reported on the Composite Tape. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS* ITEM 1. PLAN INFORMATION. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities Exchange Commission (the "Commission") by the registrant are incorporated by reference in this Registration Statement and are parts hereof from their respective dates of filing: (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited financial statements of the Company for the year ended December 31, 1994; (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1994; (c) The registrant's Registration Statement on Form 8-A, filed with the Commission on or about April 25, 1989, together with the amendment thereto filed on July 2, 1992; (d) All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. -2- 3 ITEM 4. DESCRIPTION OF SECURITIES. Inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the original issuance of the Common Stock registered hereby is passed on for the registrant by William H. May, Vice President, General Counsel and Secretary of the registrant. Mr. May is compensated by the registrant as an employee, is eligible to participate in the Plan, and is the beneficial owner of an aggregate of 52,047 shares of Common Stock, which aggregate amount includes 206 shares held by Mr. May as custodian for his children, 3661 shares allocated under the Company's Savings and Investment Plan as of December 6, 1995, and options exercisable within 60 days for the purchase of 42,930 shares. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The registrant's Third Restated Certificate of Incorporation provides that a director of the registrant shall not be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director's duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (the "DGCL"), or (iv) for any transaction from which the director derived an improper personal benefit. The registrant's Third Restated Certificate of Incorporation and Bylaws provide generally that each person who is or was a director or officer of the registrant shall be indemnified and held harmless by the registrant to the fullest extent authorized by the DGCL. Section 145 of the DGCL permits a corporation, subject to certain limitations, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or was serving in any of such capacities for another entity at the request of the corporation, against expenses (including attorneys' fees), judgments, fines and certain settlements actually and reasonably incurred by such person. The registrant maintains directors' and officers' liability insurance which covers certain liabilities and expenses of officers and directors of the registrant and covers the registrant for reimbursement of payments to directors and officers in respect of such liabilities and expenses. -3- 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. See Index to Exhibits on page 9. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (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 thereon) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant 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. -4- 5 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the annual report of the Plan pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -5- 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fullerton, State of California, on December 7, 1995. BECKMAN INSTRUMENTS, INC. By: /s/ LOUIS T. ROSSO ---------------------------- Louis T. Rosso President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned directors and officers of Beckman Instruments, Inc. constitutes and appoints Louis T. Rosso, John P. Wareham and Dennis K. Wilson, and each of them, his or her true and lawful attorneys-in-fact and agents with full power to do any and all things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Beckman Instruments, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof in connection with this Registration Statement to the same extent that he or she could do in person, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned directors and officers in the capacities indicated below on any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits to, and other documents in connection with, this Registration Statement with the Securities and Exchange Commission. -6- 7 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ LOUIS T. ROSSO Chairman of the Board, December 7, 1995 - ----------------------------- Chief Executive Officer Louis T. Rosso (Principal Executive Officer) /s/ JOHN P. WAREHAM President, Chief December 7, 1995 - ----------------------------- Operating Officer and John P. Wareham Director /s/ DENNIS K. WILSON Vice President, Finance, December 7, 1995 - ----------------------------- and Chief Financial Dennis K. Wilson Officer (Principal Financial Officer) /s/ JAMES T. GLOVER Vice President and December 7, 1995 - ----------------------------- Controller (Principal James T. Glover Accounting Officer) /s/ EARNEST H. CLARK, JR. Director December 7, 1995 - ----------------------------- Earnest H. Clark, Jr. Director December , 1995 - ----------------------------- Carolyne K. Davis, Ph.D. Director December , 1995 - ----------------------------- Dennis C. Fill
8 /s/ GAVIN S. HERBERT Director December 7, 1995 - ----------------------------- Gavin S. Herbert Director December , 1995 - ----------------------------- William N. Kelley, Ph.D. /s/ FRANCIS P. LUCIER Director December 7, 1995 - ----------------------------- Francis P. Lucier /s/ C. RODERICK O'NEIL Director December 7, 1995 - ----------------------------- C. Roderick O'Neil /s/ DAVID S. TAPPAN, JR. Director December 7, 1995 - ----------------------------- David S. Tappan, Jr. Director December , 1995 - ----------------------------- Henry Wendt Director December , 1995 - ----------------------------- Betty Woods
9 EXHIBIT INDEX
Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 4.1 Beckman Instruments, Inc. Employees' Stock Purchase Plan.......................... 10 4.2 Rights Agreement, dated as of March 28, 1989, between Beckman Instruments, Inc. and Morgan Shareholder Services Trust Company, as Rights Agent, filed as Exhibit 4 to Registrant's Form 8-K dated April 13, 1989, and incorporated herein by this reference............................ -- 4.3 First Amendment to Rights Agreement, dated as of June 24, 1992, between Beckman Instruments, Inc. and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company), filed as Exhibit 1 to Registrant's Form 8-K dated July 1, 1992, and incorporated herein by this reference..................... -- 5.1 Opinion of William H. May, Esq............... 18 23.1 The consent of William H. May, Esq. is contained in the opinion filed as Exhibit 5.1............................... -- 23.2 Consent of KPMG Peat Marwick LLP............. 19 24 Powers of Attorney (included on signature page)........................... --
-9- EX-4.1 2 BECKMANM INST. EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.1 BECKMAN INSTRUMENTS, INC. EMPLOYEES' STOCK PURCHASE PLAN 1. PURPOSE The purpose of the Beckman Employees' Stock Purchase Plan is to furnish to eligible employees an incentive to advance the best interests of the Company by providing a method whereby they voluntarily may purchase stock of Beckman Instruments, Inc. at a favorable price and upon favorable terms. 2. ELIGIBILITY (a) General statement; "Eligible Employees". Subject to the exceptions and limitations stated in subparagraph (b) and any applicable local law, all regular full-time employees, as defined in subparagraph (c), of Beckman Instruments, Inc., a Delaware corporation, (the "Company") are "Eligible Employees" who may participate in the plan, and, in addition, all regular full-time employees of any present or future subsidiary of the Company to which the plan may be extended on a nondiscriminatory basis by Company management, shall be "Eligible Employees" who may participate in the plan. (b) Exceptions and limitations. The exceptions and limitations referred to in subparagraph (a) are the following: (i) no employee shall be eligible to participate in the plan unless prior to the date of grant (as defined in subparagraph 4(a)) he or she has completed at least one full calendar month of continuous full-time employment, (ii) no employee shall be eligible to participate to the extent that suspension is required pursuant to Section 401 (k) of the Internal Revenue Code of 1986, as amended (the "Code"), because of a hardship withdrawal from a 401(k) plan, and (iii) no option shall be granted to an employee if such employee immediately after the option is granted, owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of a subsidiary company. (c) Regular full-time employees defined. The term "regular full-time employees" means all employees of the Company and, as the case may be, of a subsidiary of the Company who are regularly employed for continuous full-time employment. A person is not a regular full-time employee if his or her customary employment is less than 20 hours per week. 3. STOCK SUBJECT TO THE PLAN Subject to the provisions of paragraph 10 (relating to adjustment upon changes in stock), a number of shares of the Company's $.10 par value common stock ("common stock") in an 1 2 amount equal to 1.25% of the total number of issued and outstanding shares of such common stock as of May 6, 1992 (the "1.25% Limit") shall become available for issuance under the plan on July 1, 1992, and thereafter, a number of shares of common stock in an amount equal to the 1.25% Limit shall become available for issuance under the plan each calendar year (commencing with the calendar year beginning on January 1, 1993). In addition, any unused portion of the shares of such common stock remaining from those reserved in 1991 for issuance under the plan and any unused portion of the 1.25% Limit for any calendar year shall remain available for issuance under the plan. Such shares of the Company's common stock may be unissued shares or reacquired shares or shares bought on the market for purposes of the plan. 4. GRANT OF OPTIONS (a) General statement; "date of grant"; "option period"; "date of exercise". Following the effective date of the plan and continuing while the plan remains in force, the Company will offer options under the plan to all eligible employees, subject, however, to the limitation stated in subparagraph 6(e) which limits the rights of eligible employees who withdraw from the plan. Options shall become effective each January 1 and each July 1 (each of which dates hereinafter is referred to as "date of grant"). The term of each option is six months ("the option period") ending June 30 and December 31 in each year (each of which dates hereinafter is referred to as "date of exercise"). (b) Election to participate; payroll deduction authorization. An eligible employee may participate in the plan only by means of payroll deduction. Each eligible employee who elects to participate in the plan shall deliver to the Company, prior to the beginning of the payroll period from which payroll deductions will be made for the option period commencing on such date of grant, a payroll deduction authorization by a method or on a form acceptable to the Company whereby notice is given of the employee's election to participate in the plan as of the next following date of grant, and whereby the employee designates a stated amount to be deducted from his or her compensation on each pay day and paid into the plan for that employee's account. The total amount of a participant's payroll deductions may not exceed either of the following: (i) 10% per option period of the amount of "eligible compensation" (as defined in subparagraph (d)) from which the deduction is made, or (ii) an amount which will result in noncompliance with either the $25,000 per calendar year or the maximum number of shares per option period limitations stated in subparagraph (e). An option under the plan shall be deemed to have been granted automatically on the next following date of grant to each eligible employee who delivers to the Company a payroll deduction authorization within the time and in the form and manner stated in this subparagraph. (c) Continuing grant of options; changes in options. Each eligible employee who is a participant in the plan automatically and without any act on his or her part shall be continued as a participant in the plan as long as he or she remains eligible or, as the case may be, until such employee withdraws from the plan. An option under the plan shall be granted 2 3 automatically on each date of grant to each eligible employee who remains a participant in the plan. Any eligible employee who is a participant in the plan may change the extent of his or her participation by delivering to the Company prior to the beginning of the payroll period from which payroll deductions will be made for the option period commencing on such date of grant, an amended payroll deduction authorization by a method or on a form acceptable to the Company which designates the change in the stated amount to be deducted from his or her eligible compensation commencing on the next following date of grant. After commencement of the option period, a participant in the plan may decrease the extent of his or her participation to as low as 1% effective at the beginning of any month during the option period by delivering an amended payroll deduction authorization by a method or on a form acceptable to the Company, prior to the first payroll period of any such month. (d) "Eligible compensation" defined. The term "eligible compensation" includes the following: regular earnings, overtime, sick pay, shift differential, shift premium, vacation pay, incentive compensation, bonuses subject to formal programs, variable pay subject to formal programs, call-in pay, patent payments and holiday pay. Eligible compensation also includes any amounts contributed to a plan qualifying under Sections 401(k), 125 and 129 of the Code as salary reduction contributions. Any other form of compensation is excluded from eligible compensation, including but not limited to the following: prizes, awards, housing allowances, stock option exercises, stock appreciation rights, restricted stock exercises, performance awards, auto allowances, loss of company car, tuition reimbursement, article payments, tax reimbursement, Christmas gift, special awards, non-recurring bonuses, move-related payments, forms of imputed income, and Share Value Plan payments. The Organization and Compensation Committee of the Board of Directors of the Company (the "Committee") may include compensation components within the definition of eligible compensation as it deems desirable. (e) $25,000 and maximum number of shares limitations. No employee shall be permitted to purchase stock under the plan or under any other employee stock purchase plan of the Company or of any of its subsidiaries or related corporations at a rate which exceeds $25,000 in fair market value of stock (determined at the time the option is granted) for each calendar year in which any such option granted to such employee is outstanding at any time. In addition, no employee shall be permitted to purchase in excess of 4,000 shares per option period (subject to adjustment in accordance with paragraph 10). To the extent payroll deductions are made which would result in a participant exceeding either of these limitations, the Company shall refund to the participant the excess amounts deducted promptly following such determination. 5. EXERCISE OF OPTIONS (a) General statement. Each eligible employee who is a participant in the plan automatically and without any act on his or her part will be deemed to have exercised his or her option on each date of exercise to the extent that the balance then in such employee's account under the plan is sufficient to purchase at the "option price" (as defined in subparagraph (b)) whole and fractional shares of the stock subject to the plan. Notwithstanding the above, if the 3 4 total number of shares purchasable pursuant to options granted in any option period exceeds the number of shares available for issuance as determined under paragraph 3 above, each participant's option shall be exercisable only for the number of shares equal to his or her pro rata portion of the remaining number of shares so available. Such pro rata portion shall be determined by multiplying the number of shares purchasable pursuant to each participant's option by a fraction the numerator of which is the number of shares remaining available for issuance and the denominator of which is the number of shares purchasable pursuant to outstanding options issued in the option period. Following such adjustment, the Company shall, at the Committee's discretion, either refund to the participant any remaining balance in a participant's account or carry any remaining balance forward in such account to apply toward the purchase price of shares on the next date of exercise. (b) "Option price" defined. The option price per share to be paid by each optionee on each exercise of his or her option shall be a sum equal to 90% of the fair market value of the stock subject to the plan on the date of exercise or on the date of grant, whichever amount is lesser. Fair market value of the stock on the date of exercise or, as the case may be, on the date of grant shall be the official closing price of such stock on such date on the New York Stock Exchange; and if no sale of the stock shall have been made on said exchange on such date, then fair market value on such date shall be the official closing price of the stock on said exchange on the next preceding date on which there was a sale. (c) Delivery of share certificates. As soon as practicable following the date of exercise, the Company will deliver a certificate issued in the optionee's name with respect to which the option was exercised and for which the option price has been paid. The Company will deliver such certificate to the optionee; however, in the event the Company makes available an alternate arrangement for delivery to a book entry service, the Committee in its discretion may either require or permit the optionee to elect that such certificate be delivered to such book entry service. No interest or right under the plan shall be created by delivery of such certificate to a book entry service. In the event the Company is required to obtain from any commission or agency authority to issue any such certificate, the Company will seek to obtain such authority. Inability of the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such certificate shall relieve the Company from liability to any participant in the plan except to return to the participant the amount of the balance in his or her account. 6. WITHDRAWAL FROM THE PLAN (a) General statement. Any participant may withdraw from the plan at any time during an option period or immediately following an exercise of an option. A participant who wishes to withdraw from the plan must deliver to the Company a notice of withdrawal by a method or on a form acceptable to the Company. (b) Withdrawal during an option period. For a participant withdrawing during an option period, the Company, promptly following the time when the notice of withdrawal is received, 4 5 will refund to the participant the amount of the balance in his or her account under the plan; and thereupon, automatically and without any further act on the participant's part, such participant's payroll deduction authorization, interest in the plan, and interest in his or her option under the plan shall terminate. (c) Withdrawal immediately following an exercise of an option. For a participant withdrawing immediately following an exercise of an option, and before any payroll deductions have been made for the next following option period, such participant's payroll deduction authorization and interest in the plan shall terminate automatically and without any further act on the participant's part and the participant shall be deemed to have withdrawn effective on the date of grant following such exercise. (d) Withdrawal resulting from loss of eligibility. If a participant for any reason becomes ineligible for participation in the plan, the participant automatically and without any act on his or her part shall be deemed to have withdrawn from the plan as of the date when he or she became ineligible to participate. The Company promptly will refund to the participant the amount of the balance of his or her account under the plan, and as of the date when the participant became ineligible to participate, the participant's payroll deduction authorization, interest in the plan, and interest in his or her option under the plan shall terminate. A participant shall become ineligible at the time when he or she no longer can comply with the requirements for eligibility stated in paragraph 2 or any requirements imposed by applicable local law. (e) Limitation upon participation following withdrawal. A participant who withdraws effective on a date of grant as stated in subparagraph (c) may participate commencing on the next following date of grant, unless otherwise ineligible or prohibited by operation of law, rule or regulation. In all other instances, a participant who withdraws from the plan, either by his or her election to withdraw as stated in subparagraph (b), or by loss of eligibility to participate as stated in subparagraph (d), shall not be eligible for participation in the plan for the option period next following the option period during which he or she withdrew, or, if applicable, for any option period or part of an option period during which a participant has been prohibited or suspended from participation by operation of law, rule or regulation; but thereafter if eligible he or she again may participate. The limitation stated in this subparagraph (e) shall not be applicable in the case of a participant who withdraws from the plan or becomes ineligible to participate in the plan by reason of his or her entering the military service of the United States. 7. TERMINATION OF EMPLOYMENT (a) Termination of employment other than by retirement or death. If the employment of a participant terminates other than by retirement or death, the participant automatically and without any act on his or her part shall be deemed to have withdrawn from the plan on the day following the effective date of termination of his or her employment. The Company promptly will refund to the participant the amount of the balance in his or her account under the plan, and thereupon the participant's interest in the plan shall terminate. 5 6 (b) Termination by retirement. If, on or after the day that is three months before the date of exercise, a participant retires or early retires (as such terms are defined in the then current retirement plan for Company employees), such participant may, at his or her election, by a method or on a form acceptable to the Company, either (i) provide notice to the Company on or before his or her retirement date of exercise of his or her outstanding option in which event the Company shall retain the balance in such participant's account during the then current option period and then apply the balance in such account under the plan to purchase at the option price shares of the Company's stock, or (ii) provide notice to the Company requesting payment of the balance in such account, in which event the Company promptly shall make payment, and thereupon the participant's interest in the plan and in his or her outstanding option under the plan shall terminate. If the participant elects to exercise his or her option, the date of exercise for the purpose of computing the amount of the purchase price of the Company's stock shall be the end of the then current option period. If a participant retires prior to the day that is three months before the date of exercise, the Company promptly will refund the amount in the participant's account, and thereupon the participant's interest in the plan and in his or her outstanding option under the plan shall terminate. (c) Termination by death. If the employment of a participant is terminated by death, the Company promptly will pay the balance of the participant's account under the plan to the person whom the participant has named beneficiary to receive the benefits of the Company's basic group life insurance plan, or to the participant's estate if he or she has not named any such beneficiary, and thereupon the participant's interest in the plan and in his or her option under the plan shall terminate. 8. RESTRICTION UPON ASSIGNMENT An option granted under the plan shall not be transferable. An option may not be exercised to any extent except by the optionee. The Company will not recognize and shall be under no duty to recognize any assignment or purported assignment by an optionee of his or her option or of any rights under his or her option. (The effect of death upon the rights of an optionee is stated in subparagraph 7(c).) 9. NO RIGHTS OF STOCKHOLDER UNTIL CERTIFICATE ISSUED With respect to shares subject to an option, an optionee shall not be deemed to be a stockholder of the Company and he or she shall not have any of the rights or privileges of such a stockholder. An optionee shall have the rights and privileges of a stockholder of the Company when, but not until, a certificate for shares has been issued to the participant following exercise of his or her option or recorded to the participant's account with a book entry service. 10. CHANGES IN STOCK; ADJUSTMENTS 6 7 Whenever any change is made in the stock subject to the plan, or subject to options outstanding under the plan (through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or otherwise), appropriate action will be taken by the Board of Directors to adjust accordingly the number of shares subject to the plan and the number and option price of shares subject to options outstanding under the plan. 11. USE OF FUNDS; NO INTEREST PAID. All funds received or held by the Company under the plan will be included in the general funds of theCompany and may be used for any corporate purpose. No interest will be paid to any participant or credited to his or her account under the plan. 12. AMENDMENT OF THE PLAN. The Board of Directors may amend or suspend the plan at any time and from time to time subject to the limitation that approval by the vote of the holders of more than 50% of the outstanding shares of the Company entitled to vote shall be required to amend the plan (i) to change the number of shares reserved for option under the plan, (ii) to decrease the option price below a price computed in the manner stated in subparagraph 5(b), or (iii) in any manner which requires stockholder approval under any provision of law, including as may be necessary to comply with Rule 16b-3 under Section 16 of the Exchange Act, or under any requirement of the stock exchange on which shares are then trading. 13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS The plan shall be administered by the Committee (as such term is previously defined), none of whom shall be eligible to participate in the plan. The Committee shall have the power to make, amend, and repeal rules and regulations and establish such procedures as it deems appropriate for the interpretation and administration of the plan. The Committee may construe the plan, correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the plan, provided that such does not conflict with the plan, and such action shall be conclusive. 14. EFFECTIVE DATE; TERM; EARLY TERMINATION The plan shall become effective July l, l989, and shall remain in force until December 31, 2001, unless it is sooner terminated effective at the close of business on June 30 or December 3l of any year by a resolution adopted by the Company's Board of Directors pursuant to authority which hereby expressly is reserved. Termination of the plan by action of the Board of Directors shall not diminish the rights of any optionee nor impair the obligations of the 7 8 Company under any outstanding option; and the obligation of the Company to any participant with respect to an outstanding option shall be the same as though he or she had elected not to participate in the plan following the date as of which it was terminated by action of the Board of Directors. 8 EX-5.1 3 OPINION OF WILLIAM H. MAY, ESQ. 1 EXHIBIT 5.1 [BECKMAN INSTRUMENTS, INC. LETTERHEAD] December 12, 1995 Beckman Instruments, Inc. 2500 Harbor Boulevard Fullerton, CA 92634 Ladies and Gentlemen: At your request, I have examined the Registration Statement on Form S-8 (the "Registration Statement") of Beckman Instruments, Inc., a Delaware corporation (the "Company"), filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of the Company's Common Stock, par value $.10 per share (the "Shares"), which are to be offered and sold pursuant to the Company's Employees' Stock Purchase Plan (the "Plan"). I am familiar with the proceeding taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. On the basis of such investigations as I have deemed necessary for purposes of this opinion, I am of the opinion that the Shares, when offered and sold pursuant to the Plan, will be validly issued, fully paid and non-assessable. I consent to the use of this opinion as an Exhibit to the Registration Statement. Respectfully submitted, WILLIAM H. MAY ------------------------ William H. May Vice President, General Counsel and Secretary EX-23.2 4 CONSENT OF KPMG 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report incorporated herein in the prospectus. Our report refers to the adoption of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits", in 1994 and Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", and Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", in 1993. KPMG Peat Marwick LLP Orange County, California December 14, 1995 -----END PRIVACY-ENHANCED MESSAGE-----