UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2010
BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Charter)
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| New Jersey
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001-4802
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22-0760120 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| of Incorporation) |
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| 1 Becton Drive, |
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| Franklin Lakes, New Jersey
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07417-1880 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 847-6800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other Events
On November 8, 2010, Becton Dickinson and Company (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. and Morgan Stanley &
Co. Incorporated, as representatives of the several underwriters named therein, in connection with
the offer and sale of $700.0 million aggregate principal amount of 3.25% notes due November 12,
2020 (the “2020 Notes”) and $300.0 million aggregate principal amount of 5.00% notes due November 12, 2040
(the “2040 Notes”, and together with the 2020 Notes, the “Notes”). The Underwriting Agreement is
attached to this Current Report on Form 8-K as Exhibit 1.1.
The Notes were offered and sold pursuant to the Company’s automatic shelf registration
statement (the “Registration Statement”) on Form S-3 (Registration No. 333-159102) filed with the
Securities and Exchange Commission (the “SEC”) on May 8, 2009, as supplemented by the final
prospectus supplement filed with the SEC on November 9, 2010.
The Notes were issued pursuant to the indenture dated March 1, 1997 (the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. A copy of the
Indenture is filed as Exhibit 4(a) to the Company’s Form 8-K filed on July 31, 1997. The forms of
the 2020 Notes and the 2040 Notes are attached to this Current Report on Form 8-K as Exhibit 4.1
and Exhibit 4.2, respectively.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety
by reference to the Underwriting Agreement and forms of Notes. Each of the Underwriting Agreement,
the form of the 2020 Notes and the form of the 2040 Notes is incorporated by reference into the
Registration Statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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1.1
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Underwriting Agreement, dated November 8, 2010, by and among Becton, Dickinson and Company
and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters named therein. |
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4.1
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Form of 3.25% Notes due November 12, 2020. |
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4.2
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Form of 5.00% Notes due November 12, 2040. |
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5.1
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Opinion of Simpson Thacher & Bartlett LLP. |
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23.1
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Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). |