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) July 31, 2003 ------------- BECTON, DICKINSON AND COMPANY - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 001-4802 22-0760120 - ------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer Iden- diction of incorporation) File Number) tification Number) 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 847-6800 -------------- N/A - ------------------------------------------------------------------------------- (Former name or former addresses if changed since last report.) Item 5. Other Events and Regulation FD Disclosure. The Board of Directors of the registrant has approved an amendment to the By-laws of the registrant to establish a Qualified Legal Compliance Committee of the Board. This amendment will become effective August 5, 2003. A copy of the registrant's By-laws, as amended effective August 5, 2003, is attached hereto as Exhibit 3(b). Item 7. Financial Statements and Exhibits. (c) Exhibits. 3(b) By-laws, as Amended and Restated as of August 5, 2003. 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 Assistant Secretary Date: July 31, 2003 INDEX TO EXHIBITS ----------------- Exhibit Number Description of Exhibits ------ ----------------------- 3(b) By-laws, as Amended and Restated as of August 5, 2003.