0000902595-01-500180.txt : 20011128 0000902595-01-500180.hdr.sgml : 20011128 ACCESSION NUMBER: 0000902595-01-500180 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20011107 EFFECTIVENESS DATE: 20011107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER 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: 333-72892 FILM NUMBER: 1776837 BUSINESS ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 S-8 1 forms8_950807.txt FORM S-8 As filed with the Securities and Exchange Commission on November 6, 2001. Registration No. ________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- BECKMAN COULTER, INC. (Exact name of registrant as specified in its charter) ------------------- Delaware 95-1040600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4300 North Harbor Boulevard, Fullerton, California 92834-3100 (Address of principal executive offices) ------------------- BECKMAN COULTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (Full title of the plan) ------------------- William H. May, Esq. Vice President, General Counsel and Secretary Beckman Coulter, Inc. 4300 North 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 ---------------------- ------------------- ------------------ ------------------- ---------------- Deferred $13,500,000 100% $13,500,000(2) $3,375(2) Compensation Obligations(1) ---------------------- ------------------- ------------------ ------------------- ---------------- (1) The Deferred Compensation Obligations being registered are general unsecured obligations of Beckman Coulter, Inc. (the "Company") to pay deferred compensation in the future to participating members of a select group of management or highly compensated employees in accordance with the terms of the Beckman Coulter, Inc. Executive Deferred Compensation Plan, as amended (the "Plan"). (2) Estimated solely for purposes of determining the registration fee. The Exhibit Index for this Registration Statement is at page S-3. ==================================================================================================
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Page 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT* ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of the Company filed with the Commission are incorporated herein by reference: (a) The Company's Form S-8 Registration Statement filed with respect to the Plan on December 18, 1998 (registration number 333-69249); (b) Annual Report on Form 10-K, as amended, for the Company's fiscal year ended December 31, 2000; (c) Quarterly Reports on Form 10-Q for the Company's fiscal quarters ended March 31, 2001 and June 30, 2001; and (d) Current Report on Form 8-K dated June 12, 2001. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the original issuance of Deferred Compensation Obligations registered hereby is passed on for the Company by William H. May, Vice President, General Counsel and Secretary of the Company. Mr. May is compensated by the Company as an employee, is the beneficial owner of shares of the Company's Common Stock, is the holder of options to acquire shares of the Company's Common Stock, and is an Eligible Employee and entitled to participate in the Plan. ITEM 6. EXHIBITS See the attached Exhibit Index on page S-3. Page 3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fullerton, State of California, on November 2, 2001. BECKMAN COULTER, INC. By: /S/ JOHN P. WAREHAM ----------------------------------------------- John P. Wareham Its: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John P. Wareham, Amin I. Khalifa, and Fidencio M. Mares, or each of them individually, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them individually, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ JOHN P. WAREHAM _______________________ Chairman of the Board, President November 2, 2001 John P. Wareham and Chief Executive Officer (Principal Executive Officer) /S/ AMIN I. KHALIFA _______________________ Vice President, Finance and November 2, 2001 Amin I. Khalifa Chief Financial Officer (Principal Financial Officer) Page S-1 /S/ JAMES B. GRAY _______________________ Director/Controller November 1, 2001 James B. Gray Principal Accounting Officer) /S/ HUGH K. COBLE _______________________ Director November 2, 2001 Hugh K. Coble _______________________ Director November __, 2001 Peter B. Dervan , Ph.D. /S/ RONALD W. DOLLENS _______________________ Director November 2, 2001 Ronald W. Dollens /S/ CHARLES A. HAGGERTY _______________________ Director November 2, 2001 Charles A. Haggerty /S/ GAVIN S. HERBERT _______________________ Director November 2, 2001 Gavin S. Herbert _______________________ Director November __, 2001 Van B. Honeycutt _______________________ Director November __, 2001 William N. Kelley, M.D. _______________________ Director November __, 2001 Risa J. Lavizzo-Mourey, M.D. _______________________ Director November __, 2001 C. Roderick O'Neil /S/ BETTY WOODS _______________________ Director November 2, 2001 Betty Woods S-2 EXHIBIT INDEX Exhibit NUMBER DESCRIPTION 4.1 Beckman Coulter, Inc. Amended and Restated Executive Deferred Compensation Plan dated October 28, 1998, effective as of September 1, 1998 (incorporated by reference to Exhibit 4.1 of Beckman Coulter Inc.'s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 1998, Registration No. 333-69249). 4.2 Beckman Coulter, Inc. Executive Deferred Compensation Plan Appendix Concerning Saphire, Inc. 4.3 Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-1, dated October 19, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter Inc.'s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109). 4.4 Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-2, dated October 19, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter Inc.'s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109). 4.5 Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment2001-1, dated November 1, 2001. 4.6 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 Beckman Instruments, Inc.'s Form 8-K dated April 13, 1989, and incorporated herein by this reference. 4.7 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 Beckman Instruments, Inc.'s Form 8-K dated July 1, 1992, and incorporated herein by this reference. 5. Opinion of Company Counsel (opinion re legality). 15. KPMG LLP Letter Regarding Unaudited Financial Information. 23.1 Consent of KPMG LLP (consent of independent auditors). 23.2 Consent of Company Counsel (included in Exhibit 5). 24. Power of Attorney (included in this Registration Statement under "Signatures"). EX-4 3 ex42.txt EXHIBIT 4.2 APPENDIX APPENDIX TO BECKMAN COULTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN CONCERNING SAPHFIRE, INC. This Appendix ("Appendix") is adopted as part of the Beckman Coulter, Inc. Executive Deferred Compensation Plan (the "Deferred Compensation Plan"). Pursuant to the Amendment to Asset Purchase Agreement and the Second Amendment to Asset Purchase Agreement (collectively, the "Amendment") by and between Beckman Coulter, Inc. ("BCI") and Saphfire, Inc. ("Saphfire"), BCI is to establish a deferred compensation plan (the "Plan") for the purpose of crediting certain payments to be made to Key Employees under the Amendment. This Appendix, when read together with the Deferred Compensation Plan, constitute the Plan for purposes of the Amendment. The adoption of this Appendix is authorized by the Committee under the Deferred Compensation Plan as an amendment to the Deferred Compensation Plan, pursuant to the authority contained in Section 9.6 of the Deferred Compensation Plan. 1. ESTABLISHMENT OF SUB-ACCOUNTS. Sub-accounts shall be established by the the Company as part of the Stock Unit Account and Cash Deferral Account under the Deferred Compensation Plan for each of the Key Employees. 2. CREDITING PURSUANT TO SECTIONS 1.2.1 AND 1.2.2 OF AMENDMENT. As of the dates specified in Section 1.2.1 and 1.2.2 of the Amendment, Company shall credit to the appropriate sub-account of each Key Employee Units representing the amount determined under the Amendment. Each Key employee shall elect whether such amounts shall be credited to the Stock Unit Account or Cash Deferral Account; a separate election shall be made for the amounts under Sections 1.2.1 and 1.2.2. (a) If the Key Employee elects that such amount shall be credited to the Stock Unit Account, the number of Units credited to the sub-account of the Key Employee shall be the amount determined under the Amendment for such Key Employee, divided by the Fair Market Value of a share of Common Stock as of the date Units are credited to the sub-account. The Company shall designate the portion of such credit which constitutes the "deferred compensation" portion and the "premium" portion, as specified in the Amendment. (b) If the Key Employee so elects, the amount determined under the Amendment which constitutes the "deferred compensation" portion, as specified in the Amendment, shall be credited to the Cash Deferral Account. For such a Key Employee, no amount shall be credited as the "premium" portion, as specified in the Amendment. 3. CREDITING PURSUANT TO SECTION 1.2.3 OF AMENDMENT. As of March 31, 2003, for each Key Employee who elected to have the amount specified in Section 1.2.3 of the Amendment credited to a cash deferral account, the Company shall credit such amount to the sub-account of the Cash Deferral Account established for such Key Employee. As specified in Sections 1.3 and 1.3.1 of the Amendment, the amounts which would otherwise be credited to a Key Employee under paragraphs 1.2.1, 1.2.2, and 1.2.3 of the Amendment are not to be credited if a forfeiture occurs with respect to such Key Employee. Furthermore, as set forth in Section 1.3.2 of the Amendment, BCI may pay certain amounts to Key Employees upon termination of Page 2 employment; if such amount is paid to a Key Employee, as set forth in Section 1.3.2, then such amount shall not be credited under the Deferred Compensation Plan. 4. FICA TAXES. The amounts credited under Sections 2 and 3 of this Appendix shall be net of FICA taxes and income taxes withheld on such FICA taxes. 5. SPECIAL VESTING RULE. Notwithstanding Section 5.1 of the Deferred Compensation Plan, for a Key Employee who elects that amounts shall be credited to the Stock Unit Account under paragraph 2 of this Appendix, the "premium" portion of the "First Amount" (as defined in Section 1.2.1 of the Amendment) and the "premium" portion of the "Second Amount" (as defined in Section 1.2.2 of the Amendment) will be subject to the vesting requirements set forth in the Amendment. If such a Key Employee does not satisfy such vesting requirements, the amounts credited to such Key Employee's sub-account as the "premium" portions shall be forfeited as set forth in the Amendment. 6. DIVIDEND EQUIVALENTS AND EARNINGS. For a Key Employee who elects that amounts shall be credited to the Stock Unit Account, Dividend Equivalents shall be credited to the sub-account of the Stock Unit Account established for such Key Employee, as set forth in Section 4.2(f) of the Deferred Compensation Plan. For each Key Employee who elects that amounts shall be credited to the Cash Deferral Account, Earnings shall be credited to the Cash Deferral Account established for such Key Employee, as set forth in Section 4.1(c) of the Deferred Compensation Plan. 7. DISTRIBUTION. The sub-accounts established pursuant to this Appendix shall be distributed to Key Employees as set forth in Article VI of the Deferred Compensation Plan, Page 3 according to the elections submitted by each Key Employee applicable to the amounts subject to this Appendix. Notwithstanding the foregoing, however, the "premium" portion (within the meaning of Section 1.2.1 and Section 1.2.2 of the Amendment) attributable to a Key Employee (if any) shall not be distributed unless and until such amount becomes vested in the Key Employee; if such amounts become vested, such amounts shall be distributed as soon as feasible following the later of the date such amount become vested or the date distribution would otherwise be made under the Key Employee's election. EX-4 4 ex45.txt EXHIBIT 4.5 AMENDMENT AMENDMENT 2001-1 BECKMAN COULTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN WHEREAS, Beckman Coulter, Inc. (the "Company") maintains the Beckman Coulter, Inc. Executive Deferred Compensation Plan (as amended and restated effective as of September 1, 1998) (the "Plan"); and WHEREAS, the Company has the right to amend the Plan and the Company desires to amend the Plan to reflect the availability of "catch-up" contributions to the Company's Savings Plan; NOW, THEREFORE, the Plan is amended, effective as of January 1, 2002, as follows: 1. Section 3.1(h) is amended to read as follows: "(h) EMERGENCY CESSATION OF DEFERRALS. Notwithstanding anything else contained herein to the contrary, a Participant may discontinue his or her Salary and Bonus deferrals under the Plan at any time, provided that the Participant also ceases to make any before-tax deferrals, after-tax contributions, and if applicable, catch-up contributions under the 401(k) Plan and the Beckman Coulter, Inc. Executive Restoration Plan. Such discontinuance of deferrals, after-tax contributions and catch-up contributions, will remain in effect for the remainder of the current Plan Year and the following Plan Year." EX-5 5 ex5_950810.txt EXHIBIT 5 LETTER [Beckman Coulter Logo] November 2, 2001 Beckman Coulter, Inc. 4300 North Harbor Boulevard Fullerton, California 92834-3100 Re: Registration Statement on Form S-8 of Beckman Coulter, Inc. (the "Company") Ladies and Gentlemen: At your request, I have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of $13,500,000 of Deferred Compensation Obligations of the Company (the "Obligations") to be issued pursuant to the Beckman Coulter, Inc. Executive Deferred Compensation Plan, as amended (the "Plan"). I have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Obligations 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 Obligations 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, the Obligations will be validly issued, legally binding obligations of the Company. I consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /S/ WILLIAM H. MAY William H. May Vice President, General Counsel and Secretary EX-15 6 ex15_591831.txt EXHIBIT 15 LETTER Beckman Coulter, Inc. Fullerton, California Ladies and Gentlemen: Re: Registration Statement on Form S-8 relating to the Beckman Coulter, Inc. Executive Deferred Compensation Plan. With respect to the subject registration, we acknowledge our awareness of the use therein of our reports dated April 27, 2001 and July 27, 2001, related to our reviews of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /S/ KPMG LLP Orange County, California November 5, 2001 EX-23 7 ex231_591834.txt EXHIBIT 23.1 CONSENT CONSENT OF INDEPENDENT AUDITORS The Board of Directors Beckman Coulter, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Beckman Coulter, Inc., relating to the Beckman Coulter, Inc. Executive Deferred Compensation Plan, of our audit report dated January 25, 2001, relating to the consolidated balance sheets of Beckman Coulter, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000, which report is incorporated by reference in the December 31, 2000, annual report on Form 10-K of Beckman Coulter, Inc. /S/ KPMG LLP Orange County, California November 5, 2001