As filed with the Securities and Exchange Commission on December 11, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAXTER INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 3841 36-0781620
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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J. PATRICK FITZSIMMONS
Senior Counsel
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. |_| _____
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| 333-101122
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _____
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered Per Unit (1) Offering Price (1) Registration Fee
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Equity Units and Common Stock $500,000,000 100% $500,000,000 $46,000.00
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
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Incorporation by Reference of Registration Statement on Form S-3, File No.
333-101122
Baxter International Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-101122) declared effective on November 20,
2002 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration
Statement.
Exhibit Number Description
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5.1 Opinion of Thomas J. Sabatino, Jr.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Thomas J. Sabatino, Jr. (included in Exhibit 5.1)
25.1 Powers of Attorney (included in the signature
page to the Registration Statement on Form S-3,
File No. 333-101122)*
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Deerfield, State of
Illinois, on this 11th day of December, 2002.
BAXTER INTERNATIONAL INC.
By: /s/ Harry M. Jansen Kraemer, Jr.
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Name: Harry M. Jansen Kraemer, Jr.
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
as of December 11,2002.
Signature Title
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/s/ Harry M. Jansen Kraemer, Jr. Chairman of the Board of Directors,
------------------------------- President and Chief Executive Officer
Harry M. Jansen Kraemer, Jr. (principal executive officer0
/s/ Brian P. Anderson Chief Financial Officer (principal
--------------------- financial officer and principal
Brian P. Anderson accounting officer)
/s/ Walter E. Boomer* Director
/s/ Pei-yuan Chia* Director
/s/ John W. Colloton* Director
/s/ Susan Crown* Director
/s/ Gail D. Fosler* Director
/s/ Joseph B. Martin, M.D., Ph.D.* Director
/s/ Thomas T. Stallkamp* Director
/s/ Monroe M. Trout, M.D.* Director
/s/ Fred L. Turner* Director
*By: /s/ Harry M. Jansen Kraemer, Jr.
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Harry M. Jansen Kraemer, Jr.
As Attorney-in-fact
EXHIBITS
Exhibit Number Description
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5.1 Opinion of Thomas J. Sabatino, Jr.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Thomas J. Sabatino, Jr. (included in Exhibit 5.1)
25.1 Powers of Attorney (included in the signature page to the Registration
Statement on Form S-3, File No. 333-101122)*
*Previously filed