Form: 8-K

Current report filing

October 23, 2019

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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) October 23, 2019 (October 21, 2019)
BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
New Jersey
(State or Other Jurisdiction of Incorporation)

001-4802
 
22-0760120
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
1 Becton Drive,
 Franklin Lakes,
New Jersey
 
07417-1880
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
(201) 
847-6800
 
 
 (Registrant’s Telephone Number, Including Area Code)
 
 
 
 
 
 
N/A
(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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of each exchange on
which registered
Common stock, par value $1.00
 
BDX
 
New York Stock Exchange
Depositary Shares, each representing 1/20th of a share of 6.125% Cumulative Preferred Stock Series A
 
BDXA
 
New York Stock Exchange
1.000% Notes due December 15, 2022
 
BDX22A
 
New York Stock Exchange
1.900% Notes due December 15, 2026
 
BDX26
 
New York Stock Exchange
1.401% Notes due May 24, 2023
 
BDX23A
 
New York Stock Exchange
3.020% Notes due May 24, 2025
 
BDX25
 
New York Stock Exchange
0.174% Notes due June 4, 2021
 
BDX/21
 
New York Stock Exchange
0.632% Notes due June 4, 2023
 
BDX/23A
 
New York Stock Exchange
1.208% Notes due June 4, 2026
 
BDX/26A
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐








Item 8.01 Other Events.
On October 21, 2019, the Director of the Environmental Protection Division of the Georgia Department of Natural Resources (the “EPD”) filed a complaint and motion for temporary restraining order in Newton County Superior Court in Covington, Georgia against Becton, Dickinson and Company ("BD"), seeking to enjoin BD from continuing sterilization operations at its Covington facility. The complaint alleges that BD is not operating the facility in compliance with its air quality permit with respect to ethylene oxide emissions, and has failed to take steps to reduce its overall emissions.

BD has proactively adopted the best available technology to minimize emissions at its Covington facility, and BD intends to vigorously defend the allegations in the EPD complaint. However, while BD believes it has meritorious defenses to the allegations, no assurances can be given that the injunction sought by the EPD will not be granted. BD’s Covington facility primarily sterilizes medical devices used for surgery, vascular access, urological care and peripheral interventions. BD is implementing contingency plans to mitigate the impact of an injunction of its Covington facility, although no assurances can be given that BD will be able to implement such plans to substantially offset such impact.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit 101
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BECTON, DICKINSON AND COMPANY
(Registrant)

By:
/s/ Gary DeFazio
 
Gary DeFazio
 
Senior Vice President and Corporate Secretary
Date: October 23, 2019