-----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, V4tsCMMmLIumvpPRPNs+okkBgqpqOlcdM7GIUxASDQR+GUIJqLWFkrY3QI311He8 4/hcTlCrP1mY7ZVsoP/JTQ== 0000902595-97-000219.txt : 19971009 0000902595-97-000219.hdr.sgml : 19971009 ACCESSION NUMBER: 0000902595-97-000219 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971008 EFFECTIVENESS DATE: 19971008 SROS: NYSE 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: SEC FILE NUMBER: 333-37429 FILM NUMBER: 97692495 BUSINESS ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92634 BUSINESS PHONE: 7148714848 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 8, 1997. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ BECKMAN INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) ___________________ Delaware 95-1040600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2500 Harbor Boulevard, Fullerton, California 92834-3100 (Address of principal executive offices) BECKMAN INSTRUMENTS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) William H. May, Esq. Vice President, General Counsel and Corporate Secretary Beckman Instruments, Inc. 2500 Harbor Boulevard Fullerton, California 92834-3100 (Name and address of agent for service) ___________________ Telephone number, including area code, of agent for service: (714) 871-4848 ___________________ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per unit price fee Common Stock, par value 50,000<1><2> $43.4375<3> $2,171,875(3) $659(3) $.10 per share shares [FN] <1> This Registration Statement covers, in addition to the number of shares of Common Stock stated above, other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an additional indeterminate number of shares and rights which by reason of certain events specified in the Plan may become subject to the Plan. <2> Each share is accompanied by a common share purchase right pursuant to the Registrant's Rights Agreement, dated March 28, 1989, as amended, with First Chicago Trust Company of New York, as Rights Agent. <3> Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on October 3, 1997, as reported on the New York Stock Exchange and published in the Western Edition of the Wall Street Journal. The Exhibit Index included in this Registration Statement is at page 7. The Prospectus which contains the information required pursuant to Section 10(a) of the Securities Act of 1933, as amended, relates to Registration Statements Nos. 33-31862 and 33-66988, each filed on a Form S-8 under the Securities Act. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT* ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of Beckman Instruments, Inc. (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the Company's fiscal year ended December 31, 1996; (b) Quarterly Reports on Form 10-Q for the Company's quarterly periods ended March 31, 1997 and June 30, 1997; (c) The description of the Company's Common Stock contained in its Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on or about April 25, 1989, together with the amendment thereto filed on July 2, 1992. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the original issuance of the Common Stock registered hereby is passed on for the Company by William H. May, Vice President, General Counsel and Secretary of the Company. Mr. May is compensated by the Company and the holder of options to acquire shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ITEM 8. EXHIBITS See the attached Exhibit Index. ITEM 9. UNDERTAKINGS The information and contents of Registration Statement No. 33-31862 and Registration Statement No. 33-66988, each on Form S-8, which were previously filed with the Securities and Exchange Commission by the Registrant are incorporated herein by reference. Except for required opinions, consents, signature pages and any information required in this Registration Statement that is not in the above mentioned Registration Statements, the information required by Part II to be contained in this Registration Statement is omitted in accordance with General Instruction E to Form S-8. SIGNATURES Pursuant to the requirements of the Securities Act, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fullerton, State of California, on October 2, 1997. BECKMAN INSTRUMENTS, INC. By: /s/ Louis T. Rosso Louis T. Rosso Its: Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Louis T. Rosso, Dennis K. Wilson, and James T. Glover, or each of them individually, his true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them individually, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Louis T. Rosso Chairman of the Board, Chief October 2, 1997 Louis T. Rosso Executive Officer and Director (Principal Executive Officer) /s/ Dennis K. Wilson Vice President, Finance, Chief October 2, 1997 Dennis K. Wilson Financial Officer and Director (Principal Financial Officer) /s/ James T. Glover Vice President and Controller October 2, 1997 James T. Glover (Controller) /s/ Peter B. Dervan Director October 2, 1997 Peter B. Dervan, Ph.D. /s/ Dennis C. Fill Director October 2, 1997 Dennis C. Fill /s/ Carolyne K. Davis Director October 2, 1997 Carolyne K. Davis, Ph.D /s/ Gavin S. Herbert Director October 2, 1997 Gavin S. Herbert /s/ Betty Woods Director October 2, 1997 Betty Woods /s/ Francis P. Lucier Director October 2, 1997 Francis P. Lucier /s/ Hugh K. Coble Director October 2, 1997 Hugh K. Coble /s/ Charles A. Haggerty Director October 2, 1997 Charles A. Haggerty /s/ William N. Kelley Director October 2, 1997 William N. Kelley, M.D. /c/ C. Roderick O'Neil Director October 2, 1997 C. Roderick O'Neil /s/ John P. Wareham Director October 2, 1997 John P. Wareham EXHIBIT INDEX Exhibit Number Description 4.1 Beckman Instruments, Inc. Stock Option Plan for Non-Employee Directors (Amended and Restated effective as of August 7, 1997). 4.2 Form of Restricted Stock Agreement. 4.3 Form of Stock Option Grant for Non- Employee Directors. 5. Opinion of Company Counsel (opinion re legality). 23.1 Consent of KPMG Peat Marwick LLP (consent of independent accountants). 23.2 Consent of Company Counsel (included in Exhibit 5). 24. Power of Attorney (included in this Registration Statement under "Signatures"). ___________________________________________________ * Each exhibit index and exhibit of Registration Statement No. 33-31862 and Registration Statement No. 33-66988, each on Form S- 8, which were previously filed with the Securities and Exchange Commission by the Registrant, are incorporated herein by reference. EX-4.1 2 EXHIBIT 4.1 BECKMAN INSTRUMENTS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 7, 1997) 1. PURPOSE. This Stock Option Plan for Non-Employee Directors (the "Plan") is intended to attract and retain the services of experienced and knowledgeable independent directors of Beckman Instruments, Inc. (the "Company") for the benefit of the Company and its stockholders and to provide additional incentive for such directors to continue to work for the best interests of the Company and its stockholders. 2. STOCK SUBJECT TO THE PLAN. There are reserved for issuance upon the exercise of options and the vesting of restricted stock awards granted under the Plan 100,000 shares of Common Stock of the Company (the "Common Stock"). Such shares may be authorized and unissued shares of the Common Stock or previously outstanding shares of Common Stock then held in the Company's treasury. If any option or restricted stock award granted under the Plan shall expire or terminate for any reason without having been exercised in full, the shares subject thereto shall again be available for the purposes of issuance upon the exercise of options or the vesting of restricted stock awards granted under the Plan. 3. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company (the "Board"). Subject to the express provisions of the Plan, the Board shall have plenary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the option grants or agreements (which shall comply with and be subject to the terms and conditions of the Plan) and to make all other determinations necessary or advisable for the administration of the Plan. The Board's determinations of the matters referred to in this Paragraph 3 shall be conclusive. 4. ELIGIBILITY. Each director of the Company who is not otherwise an employee of the Company, a parent corporation, or a subsidiary of either the Company or a parent corporation, and who has not been an employee of the Company, a parent corporation, or a subsidiary of either the Company or a parent corporation for a period of at least one year prior to the date of the grant of an option under the Plan shall automatically be granted on the date of each annual meeting of the stockholders of the corporation a nonqualified stock option for 1,000 shares (or, commencing with the 1998 annual stockholders' meeting, for 2,000 shares) of Common Stock (subject to adjustment as provided in Paragraph 7). "Parent corporation" means any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company, or a parent corporation as applicable, if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 5. OPTION GRANTS. (a) The purchase price of the Common Stock under each option granted under the Plan shall be 100% of the fair market value of the stock at the time such option is granted. Such fair market value shall be taken as the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on the date of grant of the option. (b) Options shall become fully exercisable six months after the date of grant. No option shall be exercisable during such six-month period. The term of each option shall be ten years from the date of grant thereof, or such shorter period as is prescribed in Paragraphs 5(d) and 5(e). Except as provided in Paragraphs 5(d) and 5(e), no option may be exercised at any time unless the holder thereof is then a director of the Company. Upon exercise, the option price is to be paid in full in cash or, at the discretion of the Board, in Common Stock owned by the optionee having a market value on the date of the exercise equal to the aggregate option price, or, at the discretion of the Board, in a combination of cash and stock. Upon exercise of an option, the Company shall have the right to retain or sell without notice sufficient shares of stock to cover government withholding taxes or deductions, if any, as described in Paragraph 9. For purposes of this paragraph, the market value of shares tendered to exercise an option shall be the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on the exercise date; if the Common Stock is not traded on the exercise date, the fair market value on such date shall be determined under Treasury Regulation section 20.2031-2. (c) In the event that an optionee shall cease to be a director of the Company during the six month period following the date of grant of the option, the option shall forthwith terminate on the date the optionee ceases to serve as a director. (d) In the event that the optionee shall cease to serve as a director (unless the option shall have been previously terminated pursuant to the provisions of Paragraph 5(c)) the optionee may exercise the option at any time prior to the earlier of (i) the expiration of the term of the option or (ii) the first anniversary of the date of termination. Nothing in the Plan or in any option granted pursuant to the Plan shall confer on any individual any right to continue as a director of the Company or interfere in any way with the right of the Company to terminate the optionee's service as a director at any time. (e) In the event of the death of a director to whom an option has been granted under the Plan, the option theretofore granted to such director (unless the option shall have been previously terminated pursuant to the provisions of Paragraph 5(c)) may be exercised by a legatee or legatees of the optionee under his or her last will or by the director's personal representatives or distributees at any time prior to the earlier of (i) the expiration of the term of the option or (ii) the first anniversary of the date of death, to the extent of the remaining shares covered by his or her option whether or not such shares had become purchasable by such individual at the date of death. In the event that an individual to whom an option has been granted under the Plan dies after such individual has ceased to be a director, the option theretofore granted to the optionee (if not previously terminated pursuant to the provisions of Paragraph 5(c)) may be exercised by a legatee or legatees of the optionee under his or her last will, or by the optionee's personal representatives or distributees, at any time during the term that the option could have been exercised by the optionee under Paragraph 5(d). 6. TRANSFERABILITY AND STOCKHOLDER RIGHTS OF HOLDERS OF OPTIONS. No option granted under the Plan shall be transferable otherwise than by will or by the laws of descent and distribution, and an option may be exercised, during the lifetime of the holder thereof, only by the optionee. The optionee shall have none of the rights of a stockholder until the shares subject thereto shall have been registered in the name of the person or persons exercising such option on the transfer books of the Company upon such exercise. 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding any other provision of the Plan, the number and class of shares subject to restricted stock awards, the options and the option prices of the options covered thereby shall be proportionately adjusted in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution to common stockholders other than cash dividends and, in the event of any such change in the outstanding Common Stock, the aggregate number and class of shares available under the Plan and the number of shares as to which options and restricted stock awards may be granted shall be appropriately adjusted by the Board. 8. AMENDMENT AND TERMINATION. Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no awards of options or restricted stock awards shall be made after, December 31, 2001; provided, however, that such termination shall have no effect on options or restricted stock awards granted prior thereto. The Plan may be terminated, modified or amended by the stockholders of the Company. The Board of Directors of the Company may also terminate the Plan or modify or amend the Plan in such respects as it shall deem advisable in order to conform to any change in any law or regulation applicable thereto, or in other respects which shall not change (i) the total number of shares as to which options and restricted stock awards may be granted, (ii) the class of persons eligible to receive options or restricted stock awards under the Plan, (iii) the manner of determining the option prices, (iv) the period during which options and restricted stock awards may be granted or exercised, (v) the provisions relating to the administration of the Plan by the directors of the Company, or (vi) any provision requiring stockholder approval under any provision of law or any requirement of the stock exchange on which shares of Common Stock are then trading. 9. WITHHOLDING. Upon the transfer of the Common Stock as a result of the exercise of an option or the vesting of a restricted stock award, the Company shall have the right to retain or sell without notice sufficient shares of stock (taken at the average of the high and low sales prices of such stock on the New York Stock Exchange on such date or dates as may be determined by the Board, but not more than five business days prior to the date on which such shares would otherwise have been delivered) to cover the amount of any tax required by any government to be withheld or otherwise deducted and paid with respect to such payment, remitting any balance to the participant; provided however, that the participant shall have the right to provide the Company with the funds to enable it to pay such tax. 10. EFFECTIVENESS OF THE PLAN. The Plan shall become effective on the date the Plan is approved by the vote of the holders of a majority of the shares of Common Stock present, or represented, and entitled to vote at a meeting of the stockholders within twelve months after the date of adoption of the Plan by the Board of Directors. 11. PLAN CONSTRUCTION. It is the intent of the Company that transactions in and affecting options and restricted stock awards granted under this Plan satisfy any then applicable requirements of Rule 16b-3 so that directors (unless they otherwise agree) will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Securities and Exchange Act of 1934 in respect of those transactions and will not be subjected to avoidable liability thereunder. If any provision of this Plan or of any option or restricted stock award would otherwise frustrate or conflict with the intent expressed above, that provision to the extent possible shall be interpreted as to avoid such conflict. If the conflict remains irreconcilable, the Board may disregard the provisions if it concludes that to do so furthers the interest of the Company and is consistent with the purposes of this Plan as to such persons in the circumstances. 12. RESTRICTED STOCK AWARDS. (a) Eligibility; Restrictions. Restricted stock awards under this Paragraph 12 shall be made only to directors of the Company who are not otherwise an employee of the Company, a parent corporation, or a subsidiary of either the Company or a parent corporation, and who has not been an employee of the Company, a parent corporation, or a subsidiary of either the Company or a parent corporation for a period of at least one year prior to the date of grant of a restricted stock award under the Plan. Stock certificates evidencing shares of restricted stock pending the lapse of the restrictions ("Restricted Shares") shall bear a legend making appropriate reference to the restrictions imposed hereunder and shall be held by the Company or by a third party designated by the Board until the restrictions on such shares shall have lapsed and the shares shall have vested in accordance with the provisions of the award. Upon issuance of the restricted stock award, the participant may be required to provide such further assurance and documents as the Board may require to enforce the restrictions. (b) Initial Grants. Eligible directors who are in office as of October 2, 1997 shall be granted without further action a restricted stock award for 100 Restricted Shares (subject to adjustment under Paragraph 7) of Common Stock (the award date of which shall be such date). (c) Subsequent Annual Grants. Immediately following the annual stockholders meeting in each year during the term of the Plan commencing in 1998, there shall be granted automatically (without any action by the Board) a restricted stock award for 100 Restricted Shares (subject to adjustment under Paragraph 7) (the award date of which shall be such date) to each eligible director then continuing in office. (d) Lapse of Restrictions. Each restricted stock award granted on October 2, 1997 shall become vested as follows: 33% of the number of shares subject thereto on the date of the 1998 annual stockholders' meeting, 33% of the number of shares subject thereto on the date of the 1999 annual stockholders' meeting and 34% of the number of shares subject thereto on the date of the 2000 annual stockholders' meeting. Each other restricted stock award granted under this Paragraph 12 shall become vested as to 33% of the number of shares subject thereto on each of the first and second anniversaries of the award date and as to an additional 34% on the third anniversary of the award date. Notwithstanding the foregoing, in the event of a director's termination of service on the Board by reason of death, total disability, or pursuant to the Board's mandatory retirement policy as set forth in the Company's By-laws, each restricted stock award held by such director as of the date of his termination from service shall be fully vested. (e) Pre-Vesting Restraints. Restricted Shares comprising any restricted stock award may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions on such shares have lapsed and the shares have become vested. (f) Dividend and Voting Rights. A director receiving a restricted stock award shall be entitled to cash dividend and voting rights for all shares issued even though they are not vested, provided that such rights shall terminate immediately as to any Restricted Shares which cease to be eligible for vesting. EX-4.2 3 EXHIBIT 4.2 BECKMAN INSTRUMENTS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is dated as of the ____ day of _____________, between BECKMAN INSTRUMENTS, INC., a Delaware corporation (the "Company"), and _________________________ (the "Director"). W I T N E S S E T H WHEREAS, the Company has adopted and the shareholders of the Company have approved the Beckman Instruments, Inc. Stock Option Plan for Non-Employee Directors (the "Plan"); and WHEREAS, the Plan has been amended to provide for the automatic issuance of the Company's Common Stock to eligible directors, subject to certain restrictions thereon; and WHEREAS, the Director is not an employee of the Company, or a parent corporation, or a subsidiary of either, nor has the Director been an employee of any such entity for at least one year prior to the Award Date; and WHEREAS, pursuant to Section 12 of the Plan, the Director has been granted an award of Restricted Stock ("Award") upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the services rendered and to be rendered by the Director, the Company and the Director agree to the terms and conditions set forth herein (including the terms and conditions incorporated by reference from the Plan). 1. DEFINED TERMS. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan. 1.1 "AWARD DATE" shall mean the date set forth in Section 2 upon which any shares are granted pursuant to this Agreement. 1.2 "CHANGE IN CONTROL" shall have the meaning stated herein and shall be deemed to occur if any of the following events occur: (a) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than an employee benefit plan of the Company, or a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding voting securities; (b) individuals who, as of the date of this Agreement, constitute the Board of the Company (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then composing the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14A-11 of Regulation 14A promulgated under the Exchange Act) shall be considered as though such person was a member of the Incumbent Board of the Company; (c) the stockholders of the Company approve a merger or consolidation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 80% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 20% or more of the combined voting power of the Company's then outstanding voting securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the preceding sentence, a Change in Control shall not be deemed to have occurred if the "person" described in the preceding sentence is an underwriting syndicate which has acquired the ownership of 20% or more of the combined voting power of the Company's then outstanding voting securities solely in connection with a public offering of the Company's securities. 1.3 "COMMON STOCK" shall mean the common stock of the Company, par value $.10 per share. 1.4 "RESTRICTED STOCK" shall mean shares of Common Stock of the Company awarded under Section 2 of this Agreement and subject to the restrictions set forth herein. 1.5 "RETIREMENT" shall mean the Director's retirement pursuant to the Board's mandatory retirement policy as set forth in the Company's By-laws. 1.6 "TOTAL DISABILITY" shall mean that the Director (1) has terminated services as a member of the Board, and (2) at the date of such termination, is disabled within the meaning of Section 22(e)(3) of the Code or in accordance with such other definition as may be established by the Board. 2. AWARD OF RESTRICTED STOCK. Subject to the terms of this Agreement, the Company hereby grants to the Director an award with respect to an aggregate of 100 shares of Restricted Stock (subject to adjustment as required by Section 7 of the Plan), effective as of ______________. Any additional shares attributable to the shares of Common Stock awarded pursuant to this Section 2 and received by the Director as a result of any stock dividend, recapitalization, merger, reorganization or similar event described in Section 7 of the Plan shall also be deemed Restricted Stock subject to the terms and conditions of this Agreement. 3. RESTRICTIONS ON TRANSFER. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise disposed of, or encumbered, voluntarily or involuntarily, during the Restricted Period (as defined below), except as permitted hereby. Upon issuance of the Restricted Stock award, the Director shall, upon the Company's request, provide further assurances and documents as the Board, in its sole discretion, may require to enforce such restrictions. The Restricted Period shall commence as the Award Date and shall terminate as follows: Date Shares Become Percentage of Shares Free From Restrictions Free From Restrictions Date of ____ Annual Shareholders Meeting 33% Date of ____ Annual Shareholders Meeting 33% Date of ____ Annual Shareholders Meeting 34% 4. FORFEITURE UPON TERMINATION OF SERVICE. If the Director ceases to serve as a member of the Board of Directors of the Company for any reason other than death, Total Disability or Retirement, all shares of Restricted Stock, which are then subject to any restrictions or transfer set forth in Section 3 above, shall upon such termination of service be forfeited and returned to the Company. If the Director terminates from service by reason of death, Total Disability or Retirement, all shares of Restricted Stock which are then subject to any restrictions set forth above shall automatically be made free from restrictions. 5. STOCK CERTIFICATE. Upon the award of the Restricted Stock to the Director, a stock certificate issued in respect of such shares of Restricted Stock shall be registered in the name of the Director and shall be deposited by the Director with the Company, or with a third party designated by the Board, together with a stock power endorsed in blank. The Company shall provide the Director with a receipt for such stock certificate acknowledging that the Company is holding such certificate pursuant to the terms of this Agreement. All stock certificates for shares of Restricted Stock during the Restricted Period shall bear the following legend: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions contained in an Agreement entered into between the registered owner and Beckman Instruments, Inc. A copy of such Agreement is on file in the office of the Secretary of Beckman Instruments, Inc., 2500 Harbor Boulevard, Fullerton, California 92834." With regard to any shares of Restricted Stock which cease to be subject to restrictions pursuant to Section 3, the Company shall, within a reasonable period after the date such shares cease to be subject to restrictions, transfer such shares free of all restrictions set forth in the Plan and this Agreement to the Director or, in the event of the Director's death, to the Director's legal representative, heir or legatee. 6. SHAREHOLDER'S RIGHTS. Subject to the terms of this Agreement, during the Restricted Period, the Director shall be entitled to cash dividend and voting rights for the Restricted Stock even though the shares are not vested, provided that such rights shall terminate immediately as to any shares which cease to be eligible for vesting. 7. CHANGE IN CONTROL. Notwithstanding anything else contained herein to the contrary, in the event that a Change in Control occurs while the Director is still serving upon the Board and before any forfeiture of shares of Restricted Stock has occurred, all shares of Restricted Stock which are then subject to any restrictions set forth above shall automatically be made free from restrictions as of the date of the Change in Control. 8. REGULATORY COMPLIANCE. The issue and sale of shares of Restricted Stock shall be subject to full compliance with all then applicable requirements of law and the requirements of any stock exchange upon which the Common Stock of the Company may be listed. 9. WITHHOLDING TAX. The Director agrees that, in the event the award of the Restricted Stock or the expiration of restrictions thereon results in the Director's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Company, subject to withholding of tax at source by the Company, the Company may retain or sell without notice sufficient shares of stock to cover the amount of any such tax required, remitting any balance to the Director; provided, however, the Director may pay to the Company an amount equal to such withholding tax. 10. NOTICES. Any notice to be given to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal office located at 2500 Harbor Boulevard, Fullerton, California 92834, Attention: Company Secretary, and any notice to be given to the Director shall be addressed to him or her at the address given beneath the Director's signature hereto, or at such other address as either party may hereafter designate in writing to the other party. 11. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between the parties hereto and supersedes any and all other written or oral agreements, understandings, representations or proposals made prior to or concurrently with the execution of the Agreement. No modification or amendment of this Agreement or any additional agreement concerning Restricted Stock will take effect unless it is approved by the Board and is in writing and signed by Director and the Secretary of the Company. Any modification, amendment, or additional agreement must expressly state the intention of the parties to modify or supplement the terms of this Agreement. 12. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares under any state or Federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The lapse of such reasonable period of time as the Board may from time to time establish for reasons of administrative convenience. 13. GENERAL TERMS. The award of Restricted Stock and this Agreement are subject to, and the Company and the Director agree to be bound by, the provisions of the Plan that apply to the Restricted Stock. Such provisions are incorporated herein by this reference. The Director acknowledges receiving a copy of the Plan and reading its applicable provisions. Provisions of the Plan that grant discretionary authority to the Company and the Board of Directors shall not create any rights in the Director, unless such rights are expressly set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. "COMPANY" BECKMAN INSTRUMENTS, INC., a Delaware corporation By:___________________________ Name: William H. May Title: Vice President, General Counsel and Secretary "DIRECTOR" ________________________________ (Signature) _______________________________ (Print Name) _______________________________ (Address) _______________________________ (City, State, Zip Code) _______________________________ (Social Security Number) EX-4.3 4 EXHIBIT 4.3 BECKMAN INSTRUMENTS, INC. STOCK OPTION GRANT FOR NON-EMPLOYEE DIRECTORS Beckman Instruments, Inc. (the "Company") desires to carry out the objectives of the Company's Stock Option Plan for Non- Employee Directors by affording ____________________ (the "Optionee") an opportunity to purchase shares of its common stock, subject to the terms and conditions hereinafter set forth. Section 1. Non-Statutory Stock Option The Company grants to the Optionee the option to purchase from the Company _______ shares of the common stock of the Company at a price of $__________ per share (the "Grant"). The effective date of the Grant is __________ (the "Date of Grant"). The option herein granted constitutes a non-statutory (non-qualified) stock option. Section 2. Time of Exercise of Option A. No option granted herein shall be exercised unless and until the Optionee has been a member of the Board of Directors of the Company for a period of six months after the Date of Grant. B. After six months from the Date of Grant, the option may be exercised with respect to 100% or any lesser amount of the shares optioned hereunder. C. Notwithstanding anything herein to the contrary, the option granted herein shall not be exercised after the expiration of ten years from the Date of Grant. Section 3. Method of Exercise of Option The option herein granted may be exercised by the Optionee delivering to the Company, at its home office in Fullerton, California (A) written notice of the Optionee's exercise of the option specifying the number of shares in respect of which the option is being exercised; (B) payment for such shares in cash, or, in whole or in part, in shares of the Company's Common Stock which shall have been owned by the Optionee for at least six months valued at fair market value on the date of exercise, or by check (personal, certified, or cashier's) or money market drawn draft on the Optionee's own account payable to the order of Beckman Instruments, Inc; (C) if applicable, payment in cash of all amounts which the Company (or other employer corporation) is required to withhold under federal, state or local law in connection with the exercise of the option; and (D) completed documents as the Company may require. If applicable, taxes which the Company is required to withhold will be based, unless otherwise required by law, upon the difference between the exercise price per share and the fair market value per share of Common Stock on the date of the exercise. Upon receipt of such notice, payments and other documents as may be required the Company shall be obligated to sell and the Optionee shall be obligated to buy the shares specified in the Optionee's written notice, and the Company shall issue a certificate for the number of shares with respect to which the option shall have been so exercised; provided, however, that the Company shall be required to issue such stock certificates only after (i) the shares represented by such certificate have been admitted to listing on all stock exchanges on which such class of stock is then listed: (ii) the registration or other qualification requirements of such shares, which the Board of Directors (the "Board") of the Company or a Committee of the Board (the "Committee"), in its absolute discretion, deems necessary or advisable, have been completed; (iii) the approval or clearances from any state, federal or local government agency, which the Board or the Committee shall, in its absolute discretion determines to be necessary or advisable, have been obtained; and (iv) if applicable, the Optionee's payment in full in cash (pursuant to the previous paragraph) or all amounts which the Company (or other employer corporation) is required to withhold under federal, state or local law in connection with the exercise of the option. Section 4. Transferability of Option and Stockholder Rights of Optionee The option granted herein shall not be transferable except by will or the laws of descent and distribution and may be exercised, during the Optionee's lifetime, only by the Optionee. The Optionee shall not have any of the rights or privileges of a stockholder of the Company with respect to shares subject to the option granted herein until such shares are issued to the Optionee. Section 5. Termination of Directorship A. In the event that the Optionee shall cease to serve as a Director of the Company, the Optionee may, but only within one year after the date the Optionee ceases to be a Director (but not later than the date of expiration of the option), exercise the option to the extent the Optionee was entitled to do so on the date of termination. If not so exercised, the option granted herein shall automatically terminate. B. Nothing in this Grant shall confer upon the Optionee any right to continue as a Director of the Company. Section 6. Death of Optionee In the event of death of the Optionee, the person or persons entitled to do so under the Optionee's will or the laws of descent and distribution may exercise the option to the extent the Optionee was entitled to do so pursuant to Section 5(A). If not so exercised, the option granted herein shall automatically terminate. Section 7. Changes in Common Stock In the event of any recapitalization, stock split, stock dividend, combination of shares or any other like change affecting the common stock of the Company, appropriate adjustment shall be made in the number, price and kind of shares covered by the option granted hereunder. Such adjustment shall be made by the Board, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. Section 8. Meaning of Terms Unless a contrary meaning is clearly indicated, all terms in this Grant shall have the meaning assigned to them in the Beckman Instruments, Inc. Stock Option Plan for Non-Employee Directors, which Plan is attached hereto as Attachment A and made a part hereof. Section 9. Disputes and Disagreements Any dispute or disagreement which may arise under or as a result of or pursuant to this Grant shall be determined by the Board in its sole discretion, and any interpretation by the Board of the terms of this Grant shall be final, binding and conclusive. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. BECKMAN INSTRUMENTS INC. BY_______________________ Louis T. Rosso, Chairman of the Board and Chief Executive Officer EX-5 5 EXHIBIT 5 BECKMAN INSTRUMENTS, INC. LETTERHEAD October 2, 1997 Beckman Instruments, Inc. 2500 Harbor Boulevard Fullerton, CA 92834 Re: Registration Statement on Form S-8 of Beckman Instruments Inc. (the "Company") Ladies and Gentlemen: At your request, I have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 50,000 shares (the "Shares") of Common Stock, par value $0.10 per share, of the Company (the "Common Stock"), to be issued pursuant to the Beckman Instruments, Inc. Stock Option Plan for Non-Employee Directors (the "Plan"). I have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Common Stock to be issued pursuant to and in accordance with the Plan. Based upon such examination and upon such matters of fact and law as I have deemed relevant, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock. I consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ William H. May, Esq William H. May, Esq. Vice President, General Counsel and Secretary WHM:scd EX-23.1 6 EXHIBIT 23.1 The Board of Directors Beckman Instruments, Inc.: We consent to the use of our report incorporated herein by reference. Our report refers to a change in accounting to adopt the provisions of Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits," in 1994. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Orange County, California October 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----