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<FONT FACE="CG Times"><P ALIGN="CENTER">Registration No. 333-_____</P>
<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on July 19, 2001</P>
<B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
<P>&nbsp;</P>
</FONT><FONT FACE="CG Times" SIZE=4><P ALIGN="CENTER">FORM S-8</P>
</FONT><FONT FACE="CG Times"><P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER">Under</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>
</B><P>&nbsp;</P>
</FONT><B><FONT FACE="CG Times" SIZE=4><P ALIGN="CENTER">BRISTOL-MYERS SQUIBB COMPANY</P>
</B></FONT><FONT FACE="CG Times"><P ALIGN="CENTER">(Exact name of issuer as specified in its charter)</P></FONT>
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<P ALIGN="CENTER"><B><FONT FACE="CG Times" SIZE=2>Delaware</B></FONT></TD>
<TD WIDTH="44%" VALIGN="TOP">
<B><FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">22-079-0350</B></FONT></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP">
<FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">(State or other jurisdiction of</P>
<P ALIGN="CENTER">incorporation or organization)</FONT></TD>
<TD WIDTH="44%" VALIGN="TOP">
<FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">(IRS Employer Identification No.)</FONT></TD>
</TR>
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<FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">345 Park Avenue, New York, N.Y. 10154</P>
<P ALIGN="CENTER">(Address of principal executive offices)</P>
<P ALIGN="CENTER">Telephone: (212) 546-4000</P>
</FONT><B><FONT FACE="CG Times"><P ALIGN="CENTER">BRISTOL-MYERS SQUIBB COMPANY</P>
<P ALIGN="CENTER">1997 STOCK INCENTIVE PLAN</P>
<P ALIGN="CENTER">(EFFECTIVE AS OF MAY 6, 1997)</P>
<P ALIGN="CENTER">BRISTOL-MYERS SQUIBB COMPANY</P>
<P ALIGN="CENTER">2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN</P>
<P ALIGN="CENTER">(EFFECTIVE AS OF MAY 2, 2000)</P>
<P ALIGN="CENTER">BRISTOL-MYERS SQUIBB COMPANY</P>
<P ALIGN="CENTER">TEAMSHARE STOCK OPTION PLAN</P>
<P ALIGN="CENTER">(EFFECTIVE AS OF DECEMBER 6, 1994)</P>
</B><P ALIGN="CENTER">(Full title of Plans)</P>
</FONT><FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">John L. McGoldrick</P>
<P ALIGN="CENTER">Executive Vice President, President, Medical Devices Group</P>
<P ALIGN="CENTER">and General Counsel</P>
<P ALIGN="CENTER">Bristol-Myers Squibb Company</P>
<P ALIGN="CENTER">345 Park Avenue</P>
<P ALIGN="CENTER">New York, New York 10154</P>
<P ALIGN="CENTER">(212) 546-4000</P>
<P ALIGN="CENTER">(Name, address and telephone number of agent for service)</P>
</FONT><FONT FACE="CG Times"><P ALIGN="CENTER">--------------------</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Copies to:</P>
</FONT><FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">Sandra Leung</P>
<P ALIGN="CENTER">Corporate Secretary</P>
<P ALIGN="CENTER">Bristol-Myers Squibb Company</P>
<P ALIGN="CENTER">345 Park Avenue</P>
<P ALIGN="CENTER">New York, New York 10154</P>
<P ALIGN="CENTER">(212) 546-4000</P>
</FONT><FONT FACE="CG Times"><P ALIGN="CENTER">--------------------</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>
<P>&nbsp;</P></FONT>
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<TR><TD WIDTH="29%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT FACE="CG Times">&nbsp;</P>
<P ALIGN="CENTER">Title of Securities to be Registered</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT FACE="CG Times"><P ALIGN="CENTER"><BR>
Amount to be Registered(1)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<B><FONT FACE="CG Times"><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share(2)</B></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><FONT FACE="CG Times"><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price(2)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<B><FONT FACE="CG Times"><P ALIGN="CENTER"><BR>
Amount of Registration Fee(2)</B></FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Common Stock, par value <BR>
$.10 per share</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="CG Times"><P>25,000,000</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="CENTER">$52.35</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>$1,308,750,000</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="CENTER">$327,187.50</FONT></TD>
</TR>
</TABLE>


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<P><FONT FACE="CG Times">(1)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with
the anti-dilution provision of the plan listed above.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(2)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for Bristol-Myers Squibb Company Common Stock as
reported for consolidated transactions in New York Stock Exchange-listed securities on July 12, 2001.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(3)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $250 per $1 million of proposed maximum aggregate offering price.</FONT></TD>
</TR>
</TABLE>

<FONT FACE="CG Times"><P>&nbsp;</P>
<B><P ALIGN="CENTER">PART I</P>
<P>INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS</P>
<P>Item 1. PLAN INFORMATION</P>
</B><P>&#9; Omitted as permitted by Form S-8 and Rule 428.</P>
<B><P>Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</P>
</B><P>&#9; Omitted as permitted by Form S-8 and Rule 428.</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">PART II</P>
<P>INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT</P>
<P>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</P>
</B><P>The following documents which have heretofore been filed by Bristol-Myers Squibb Company (the "Company") (File No. 001-01136) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof:</P></FONT>
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<TR><TD WIDTH="7%" VALIGN="TOP">
<P><FONT FACE="CG Times">(1)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(2)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001;</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(3)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The Company's Current Reports on Form 8-K filed with the Commission on January 24, 2001 and on June 8, 2001; and</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(4)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The description of the Company's Common Stock contained in a Registration Statement filed under the 1934 Act, including any amendment or report filed for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>

<FONT FACE="CG Times"><P>All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and
the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each
year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in
this Regist
 ration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K.</P>
<P>Any statement contained in an Incorporated Document 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 Incorporated Document
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.</P>
<B><P>ITEM 4. DESCRIPTION OF SECURITIES.</P>
</B><P>See Item 3.</P>
<B><P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</P>
</B><P>The legality of the Common Stock offered pursuant to this Registration Statement has been passed upon for the Company by John L. McGoldrick, Executive Vice President and General Counsel, and President, Medical Devices Group, of the Company, 345
Park Avenue, New York, New York 10154. Mr. McGoldrick is an officer of the Company and owns, and has options to purchase, shares of common stock of the Company.</P>
<P>&nbsp;</P>
<B><P>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</P>
</B><P>Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation - a "derivative action"), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before
there
 can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.</P>
<P>Under the terms of the Company's Bylaws and subject to the applicable provisions of the laws of the State of Delaware, the Company is obligated to indemnify each of its directors and officers, and any employee of the Company who, at the Company's
request, has served as a director or officer of another corporation in which the Company owns capital or of which it is a creditor, against expenses incurred or paid in connection with any claim made against such director or officer or any actual or
threatened action, suit or proceeding in which such director or officer may be involved by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and against the amount or amounts paid by such director or officer in
settlement of any su
 ch claim, action, suit or proceeding or any judgment or order entered therein.</P>
<P>Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Restated Certificate of Incorporation of the Company eliminates the liability of directors to the extent permitted by the DGCL.</P>
<P>The Company carries directors' and officers' liability insurance that covers certain liabilities and expenses of the Company's directors and officers.</P>
<B><P>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</P>
</B><P>Not applicable.</P>
<B><P>ITEM 8. EXHIBITS.</P></B></FONT>
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<TR><TD WIDTH="20%" VALIGN="TOP">
<P><U><FONT FACE="CG Times">Exhibit Number</U></FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<U><FONT FACE="CG Times"><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>4(a)</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Restated Certificate of Incorporation of Bristol-Myers Squibb Company, incorporated herein by reference to Exhibit 4a to Registration Statement No. 33-33682 on Form S-3, dated March 7, 1990, as amended through May 5, 1999 by
Certificate of Amendment, incorporated herein by reference to Exhibit 3a to Form 10-K for the fiscal year ended December 31, 1999.</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>4(b)</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Bylaws of Bristol-Myers Squibb Company, as amended through May 1, 2001, Incorporated herein by reference to Exhibit 3(b) to Form 10-Q for the quarter ended March 31, 2001.</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>5</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Opinion of the Registrant's General Counsel as to the legality of securities offered under the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, effective as of May 6, 1997, the Bristol-Myers Squibb Company 2000
Non-Employee Directors' Stock Option Plan, effective as of May 2, 2000, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan, effective as of December 6, 1994.</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>15</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<P>Letter re: Unaudited Financial Information.</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>23(a)</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Consent of Independent Accountants, PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="CG Times"><P>23(b)</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Consent of Counsel (contained in the Opinion of the Registrant's General Counsel, Exhibit 5 hereto).</FONT></TD>
</TR>
</TABLE>

<B><FONT FACE="CG Times"><P>ITEM 9. UNDERTAKINGS.</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=643>
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<P><FONT FACE="CG Times">(1)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The undersigned Registrant hereby undertakes:</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="RIGHT">(a)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="CG Times"><P>Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs are
contained in periodic reports filed by the Registrant pursuant to</P>
<P>Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement:</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="RIGHT">(b)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>That, for the purpose of determining any liability under the Securities Act of 1933, 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; and</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="RIGHT">(c)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>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.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(2)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be Deemed to be a
new Registration Statement relating to the securities offered Therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="CG Times"><P>(3)</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public polic
 y as expressed in the Act and will be governed by the final adjudication of such issue.</FONT></TD>
</TR>
</TABLE>

<FONT FACE="CG Times"><P>&nbsp;</P>
<B><P ALIGN="CENTER">EXPERTS</P>
</B><P>The financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Bristol-Myers Squibb Company for the year ended December 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.</P>
<P>With respect to the unaudited financial information of Bristol-Myers Squibb for the three month periods ended March 31, 2001 and 2000, incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 25, 2001 incorporated by reference herein states that they did not audit and they did not express an opinion on that
unaudited financial information. Accordingly the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the Registration Statement prepared or certified by PricewaterhouseCoopers LLP within the
meaning of
Section 7 and 11 of the Act.</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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 New York, and the State of New York, on the 17th day of July, 2001.</P></FONT>
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<TR><TD WIDTH="53%" VALIGN="TOP" HEIGHT=45>
<P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=45>
<FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">BRISTOL-MYERS SQUIBB COMPANY</FONT></TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="TOP" HEIGHT=45><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=45>
<U><FONT FACE="CG Times" SIZE=2><P>By</U></FONT></TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="47%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Peter R. DolanChief Executive Officer, President and Director</FONT></TD>
</TR>
</TABLE>

<FONT FACE="CG Times"><P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>Each person whose signature appears below hereby severally constitutes and appoints John L. McGoldrick and Charles G. Tharp, and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in his or her name, place and stead, in any and all capacities indicated below, the registration statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments
and supplements to said 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 fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute,
may lawfully
do or cause to be done by virtue thereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on July 17, 2001.</P>
<P>&nbsp;</P></FONT>
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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<P ALIGN="JUSTIFY"><U><FONT FACE="CG Times">Signature</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">Title</U></FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=42>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY"><BR>
/s/ Peter R. Dolan</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=42>
<FONT FACE="CG Times"><P>Chief Executive Officer, President and Director (Principal Executive Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Peter R. Dolan)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=42>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Charles A. Heimbold, Jr.</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=42>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Chairman of the Board, And Director </FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Charles A. Heimbold, Jr.)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=58>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">&nbsp;</P>
<U><P ALIGN="JUSTIFY">/s/ Frederick S. Schiff</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=58>
<FONT FACE="CG Times"><P>Controller and Senior Vice President,<BR>
Financial Operations, Corporate Staff<BR>
(Principal Accounting Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Frederick S. Schiff)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Robert E. Allen</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Robert E. Allen)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Lewis B. Campbell</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Lewis B. Campbell)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Vance D. Coffman</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Vance D. Coffman)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Ellen V. Futter</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Ellen V. Futter)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Louis V. Gerstner, Jr.</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Louis V. Gerstner, Jr.)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Laurie H. Glimcher, M.D.</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Laurie H. Glimcher, M.D.)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Leif Johansson</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Leif Johansson)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ James D. Robinson III</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=48>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(James D. Robinson III)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=48><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<U><FONT FACE="CG Times"><P ALIGN="JUSTIFY">/s/ Louis W. Sullivan, M.D.</U></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=26>
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">Director&#9;</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="JUSTIFY">(Louis W. Sullivan, M.D.)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT FACE="CG Times"><P>&nbsp;</P>
<B><U><P ALIGN="CENTER">Bristol-Myers Squibb Company</P>
</B></U><P ALIGN="CENTER">Exhibit Index</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=672>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P><FONT FACE="CG Times">Exhibit <U>Number</U></FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<U><FONT FACE="CG Times"><P><BR>
Description</U></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="CG Times"><P ALIGN="CENTER">Sequential <U>Page Number</U></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>4(a)</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Restated Certificate of Incorporation of Bristol-Myers Squibb Company, incorporated herein by reference to Exhibit 4a to Registration Statement No. 33-33682 on Form S-3, dated March 7, 1990, as amended through May 5, 1999 by
Certificate of Amendment, incorporated herein by reference to Exhibit 3a to Form 10-K for the fiscal year ended December 31, 1999.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>4(b)</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Bylaws of Bristol-Myers Squibb Company, as amended through May 1, 2001, incorporated herein by reference to Exhibit 3(b) to Form 10-Q for the quarter ended March 31, 2001.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>5</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Opinion of the Registrant's General Counsel as to the legality of securities offered under the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, effective as of May 6, 1997, the Bristol-Myers Squibb Company 2000
Non-Employee Directors' Stock Option Plan, effective as of May 2, 2000, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan, effective as of December 6, 1994.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>15</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<P>Letter re: Unaudited Financial Information.</TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>23(a)</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Consent of Independent Accountants, PricewaterhouseCoopers LLP.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT FACE="CG Times"><P>23(b)</FONT></TD>
<TD WIDTH="73%" VALIGN="TOP">
<FONT FACE="CG Times"><P>Consent of Counsel (contained in the Opinion of the Registrant's General Counsel, Exhibit 5 hereto).</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

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{"company-data": {"conformed-name": "BRISTOL MYERS SQUIBB CO", "cik": "0000014272", "assigned-sic": "2834", "irs-number": "220790350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65424", "film-number": "1684455"}, "business-address": {"street1": "345 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10154", "phone": "2125464000"}, "mail-address": {"street1": "345 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10154"}, "former-company": {"former-conformed-name": "BRISTOL MYERS CO", "date-changed": "19891012"}}
Registration No. 333-_____
As filed with the Securities and Exchange Commission on July 19, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of issuer as specified in its charter)
Delaware
22-079-0350
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
BRISTOL-MYERS SQUIBB COMPANY
1997 STOCK INCENTIVE PLAN
(EFFECTIVE AS OF MAY 6, 1997)
BRISTOL-MYERS SQUIBB COMPANY
2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(EFFECTIVE AS OF MAY 2, 2000)
BRISTOL-MYERS SQUIBB COMPANY
TEAMSHARE STOCK OPTION PLAN
(EFFECTIVE AS OF DECEMBER 6, 1994)
(Full title of Plans)
John L. McGoldrick
Executive Vice President, President, Medical Devices Group
and General Counsel
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address and telephone number of agent for service)
--------------------
Copies to:
Sandra Leung
Corporate Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
--------------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum Aggregate Offering Price(2)
Amount of Registration Fee(2)
Common Stock, par value
$.10 per share
25,000,000
$52.35
$1,308,750,000
$327,187.50
(1)
Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with
the anti-dilution provision of the plan listed above.
(2)
Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for Bristol-Myers Squibb Company Common Stock as
reported for consolidated transactions in New York Stock Exchange-listed securities on July 12, 2001.
(3)
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $250 per $1 million of proposed maximum aggregate offering price.
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
Omitted as permitted by Form S-8 and Rule 428.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Omitted as permitted by Form S-8 and Rule 428.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by Bristol-Myers Squibb Company (the "Company") (File No. 001-01136) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof:
(1)
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
(2)
The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001;
(3)
The Company's Current Reports on Form 8-K filed with the Commission on January 24, 2001 and on June 8, 2001; and
(4)
The description of the Company's Common Stock contained in a Registration Statement filed under the 1934 Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and
the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each
year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in
this Regist
 ration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 Incorporated Document
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered pursuant to this Registration Statement has been passed upon for the Company by John L. McGoldrick, Executive Vice President and General Counsel, and President, Medical Devices Group, of the Company, 345
Park Avenue, New York, New York 10154. Mr. McGoldrick is an officer of the Company and owns, and has options to purchase, shares of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation - a "derivative action"), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before
there
 can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.
Under the terms of the Company's Bylaws and subject to the applicable provisions of the laws of the State of Delaware, the Company is obligated to indemnify each of its directors and officers, and any employee of the Company who, at the Company's
request, has served as a director or officer of another corporation in which the Company owns capital or of which it is a creditor, against expenses incurred or paid in connection with any claim made against such director or officer or any actual or
threatened action, suit or proceeding in which such director or officer may be involved by reason of being or having been a director or officer of the Company, or of serving or having served at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken by such director or officer in such capacity, and against the amount or amounts paid by such director or officer in
settlement of any su
 ch claim, action, suit or proceeding or any judgment or order entered therein.
Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Restated Certificate of Incorporation of the Company eliminates the liability of directors to the extent permitted by the DGCL.
The Company carries directors' and officers' liability insurance that covers certain liabilities and expenses of the Company's directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number
Description
4(a)
Restated Certificate of Incorporation of Bristol-Myers Squibb Company, incorporated herein by reference to Exhibit 4a to Registration Statement No. 33-33682 on Form S-3, dated March 7, 1990, as amended through May 5, 1999 by
Certificate of Amendment, incorporated herein by reference to Exhibit 3a to Form 10-K for the fiscal year ended December 31, 1999.
4(b)
Bylaws of Bristol-Myers Squibb Company, as amended through May 1, 2001, Incorporated herein by reference to Exhibit 3(b) to Form 10-Q for the quarter ended March 31, 2001.
5
Opinion of the Registrant's General Counsel as to the legality of securities offered under the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, effective as of May 6, 1997, the Bristol-Myers Squibb Company 2000
Non-Employee Directors' Stock Option Plan, effective as of May 2, 2000, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan, effective as of December 6, 1994.
15
Letter re: Unaudited Financial Information.
23(a)
Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23(b)
Consent of Counsel (contained in the Opinion of the Registrant's General Counsel, Exhibit 5 hereto).
ITEM 9. UNDERTAKINGS.
(1)
The undersigned Registrant hereby undertakes:
(a)
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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs are
contained in periodic reports filed by the Registrant pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement:
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, 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; and
(c)
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.
(2)
The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be Deemed to be a
new Registration Statement relating to the securities offered Therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public polic
 y as expressed in the Act and will be governed by the final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Bristol-Myers Squibb Company for the year ended December 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of Bristol-Myers Squibb for the three month periods ended March 31, 2001 and 2000, incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 25, 2001 incorporated by reference herein states that they did not audit and they did not express an opinion on that
unaudited financial information. Accordingly the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the Registration Statement prepared or certified by PricewaterhouseCoopers LLP within the
meaning of
Section 7 and 11 of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 17th day of July, 2001.
BRISTOL-MYERS SQUIBB COMPANY
By
Peter R. DolanChief Executive Officer, President and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints John L. McGoldrick and Charles G. Tharp, and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in his or her name, place and stead, in any and all capacities indicated below, the registration statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments
and supplements to said 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 fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute,
may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on July 17, 2001.
Signature
Title
/s/ Peter R. Dolan
Chief Executive Officer, President and Director (Principal Executive Officer)
(Peter R. Dolan)
/s/ Charles A. Heimbold, Jr.
Chairman of the Board, And Director
(Charles A. Heimbold, Jr.)
/s/ Frederick S. Schiff
Controller and Senior Vice President,
Financial Operations, Corporate Staff
(Principal Accounting Officer)
(Frederick S. Schiff)
/s/ Robert E. Allen
Director
(Robert E. Allen)
/s/ Lewis B. Campbell
Director
(Lewis B. Campbell)
/s/ Vance D. Coffman
Director
(Vance D. Coffman)
/s/ Ellen V. Futter
Director
(Ellen V. Futter)
/s/ Louis V. Gerstner, Jr.
Director
(Louis V. Gerstner, Jr.)
/s/ Laurie H. Glimcher, M.D.
Director
(Laurie H. Glimcher, M.D.)
/s/ Leif Johansson
Director
(Leif Johansson)
/s/ James D. Robinson III
Director
(James D. Robinson III)
/s/ Louis W. Sullivan, M.D.
Director
(Louis W. Sullivan, M.D.)
Bristol-Myers Squibb Company
Exhibit Index
Exhibit
Number
Description
Sequential
Page Number
4(a)
Restated Certificate of Incorporation of Bristol-Myers Squibb Company, incorporated herein by reference to Exhibit 4a to Registration Statement No. 33-33682 on Form S-3, dated March 7, 1990, as amended through May 5, 1999 by
Certificate of Amendment, incorporated herein by reference to Exhibit 3a to Form 10-K for the fiscal year ended December 31, 1999.
4(b)
Bylaws of Bristol-Myers Squibb Company, as amended through May 1, 2001, incorporated herein by reference to Exhibit 3(b) to Form 10-Q for the quarter ended March 31, 2001.
5
Opinion of the Registrant's General Counsel as to the legality of securities offered under the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, effective as of May 6, 1997, the Bristol-Myers Squibb Company 2000
Non-Employee Directors' Stock Option Plan, effective as of May 2, 2000, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan, effective as of December 6, 1994.
15
Letter re: Unaudited Financial Information.
23(a)
Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23(b)
Consent of Counsel (contained in the Opinion of the Registrant's General Counsel, Exhibit 5 hereto).