8-K: Current report filing
Published on April 30, 2020
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) April 30, 2020
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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) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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which registered
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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 |
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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 7.01. Regulation FD Disclosure
In May 2017, Becton, Dickinson and Company, a New Jersey corporation (“BD”), completed a public offering of 2.475 million shares of BD's 6.125% Mandatory Convertible Preferred Stock, Series A (the “Mandatory Convertible Preferred Stock”), ownership of which is held in the form of depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Mandatory Convertible Preferred Stock. Unless earlier converted or redeemed, each share of the Mandatory Convertible Preferred Stock will automatically convert on May 1, 2020 (subject to postponement in certain cases, the “mandatory conversion date”).
On April 14, 2020, BD reported the expected minimum and maximum conversion rates per share of Mandatory Convertible Preferred Stock on the mandatory conversion date (and the corresponding conversion rates per Depositary Share), based on the cumulative effect of previously deferred adjustments. The final conversion rate on the mandatory conversion date (the “mandatory conversion rate”) will be 4.7284 shares of BD common stock per share of Mandatory Convertible Preferred Stock (which corresponds to approximately 0.2364 shares of BD common stock per Depository Share). The mandatory conversion rate was calculated based on the average volume-weighted average price per share of BD common stock (as determined pursuant to the terms of the Mandatory Convertible Preferred Stock) for the 20 consecutive trading day period beginning on, and including, March 31, 2020 and ending on, and including, April 28, 2020.
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 |
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Senior Vice President and Corporate Secretary |
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Date: April 30, 2020