8-K: Current report filing
Published on October 2, 2024
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 2, 2024
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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.
On October 2, 2024, Becton, Dickinson and Company (“BD”) issued a press release related to its agreement to resolve the vast majority of its existing hernia litigation (the “Settlement”), including cases in both the Rhode Island consolidated litigation and the federal multidistrict litigation in Ohio. The aggregate amount payable pursuant to the Settlement (the “Settlement Amount”) is within BD’s current product litigation reserve for this matter and will be paid out over a multi-year period. As a result, the Settlement Amount is already recorded as a liability within BD’s consolidated balance sheet and the Settlement will not result in an incremental charge to BD's consolidated income statement. The multi-year payment structure was contemplated as part of BD’s cash flow planning process and was included in BD’s previously communicated free cash flow goals and capital allocation strategy.
The Settlement does not include any admission of liability or wrongdoing, and BD continues to dispute the allegations in these matters. BD will continue to vigorously defend itself in cases not resolved through this agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward Looking Statements
This report contains forward-looking statements (as defined under Federal securities laws) regarding the hernia mass tort litigation settlement, including statements regarding the potential impact of the settlement on the existing litigation relating to the products that are the subject of the settlement. These statements may be identified by words such as “believes”, “will” and other similar expressions. Forward-looking statements are based on management’s current expectations, estimates, assumptions, and projections, and are subject to significant uncertainties and other factors, many of which are beyond BD’s control. Factors that could cause actual results to differ materially include, but are not limited to, whether the anticipated level of participation by plaintiffs in the settlement will be achieved or will fall below the level that would permit BD to terminate the settlement, the number of claims made by plaintiffs that decline to participate in the settlement, whether the settlement is appealed or challenged, and the filing of future claims by plaintiffs that are not covered by the settlement, and the outcome of any pending or future litigation relating to the products that are the subject of the settlement. BD is subject to additional risks and uncertainties as described in BD’s latest Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof except as required by applicable laws or regulations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 104 Cover Page Interactive Data File (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/ Stephanie M. Kelly | ||||
| Stephanie M. Kelly | |||||
| Associate General Counsel, Securities and Governance and Assistant Secretary | |||||
Date: October 2, 2024