S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on August 10, 2009
Table of Contents
As filed with the
Securities and Exchange Commission on August 10, 2009
Registration No. -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey (State or other jurisdiction of incorporation or organization) |
22-076120 (I.R.S. Employer Identification No.) |
| 1 Becton Drive, Franklin Lakes, New Jersey (Address of Principal Executive Offices) |
07417-1880 (Zip Code) |
2004 EMPLOYEE AND DIRECTOR
EQUITY-BASED COMPENSATION PLAN
(Full title of the plan)
EQUITY-BASED COMPENSATION PLAN
(Full title of the plan)
Jeffrey S. Sherman
Vice President and General Counsel
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Name and address of agent for service)
Vice President and General Counsel
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Name and address of agent for service)
(201) 847-3223
(Telephone number, including area code,
of agent for service)
(Telephone number, including area code,
of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||
| Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||
| to be registered | registered (1) | share(2) | price(2) | registration fee | ||||||||||
Common Stock, $1.00 par value
|
1,000,000 shares | $64.90 | $64,900,000 | $3,621.42 | ||||||||||
| (1) | Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h)(1), based upon the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on August 3, 2009. |
TABLE OF CONTENTS
| SIGNATURES | ||||||||
| EX-4 | ||||||||
| EX-5 | ||||||||
| EX-23.A | ||||||||
Table of Contents
EXPLANATORY NOTE
A Registration Statement was filed on August 13, 2004 (Registration No. 333-118235) (the
Prior Registration Statement), to register under the Securities Act of 1933, among other things,
shares of Becton, Dickinson and Company common stock, par value $1.00 per share (the Common
Stock), issuable under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based
Compensation Plan (the Plan). This Registration Statement has been prepared and filed pursuant to
and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an
additional 1,000,000 shares of
Common Stock that are issuable under the Plan at any time or from time to time.
INFORMATION INCORPORATED BY REFERENCE
Pursuant to General Instruction E to Form S-8, Becton, Dickinson and Company hereby
incorporates by reference the contents of the Prior Registration Statement.
EXHIBITS
| Exhibit Number | ||
4
|
2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of November 25, 2008 | |
5
|
Opinion of Jeffrey S. Sherman, Esq. | |
23(a)
|
Consent of Ernst & Young | |
23(b)
|
Consent of Jeffrey S. Sherman (included in the opinion filed herewith as Exhibit 5) | |
24 |
Powers of Attorney (included on signature page) |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Franklin Lakes, State of
New Jersey, on the 10th day
of August, 2009.
| BECTON, DICKINSON AND COMPANY |
||||
| By: | /s/ Jeffrey S. Sherman | |||
| Jeffrey S. Sherman | ||||
| Senior Vice President and General Counsel | ||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes
and appoints, Jeffrey S. Sherman, Dean J. Paranicas and Gary DeFazio, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to
do any and all acts and things and execute, in the name of the undersigned, any and all instruments
which said attorney-in-fact and agent may deem necessary or advisable in order to enable Becton,
Dickinson and Company to comply with the Securities Act of 1933, as amended (the 1933 Act), and
any requirements of the Securities and Exchange Commission (the Commission) in respect thereof,
in connection with the filing with the Commission of this Registration Statement on Form S-8 under
the 1933 Act, including specifically but without limitation, power and authority to sign the name
of the undersigned to such Registration Statement, and any amendments to such Registration
Statement (including post-effective amendments), and to file the same with all exhibits thereto and
other documents in connection therewith, with the Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to comply with
applicable state securities laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said attorney-in-fact
and agent, full power and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
the 10th day of August, 2009.
| Signature | Title | |
| /s/ Edward J. Ludwig |
Director, Chairman and Chief Executive Officer Principal Executive Officer |
|
| /s/ David V. Elkins |
Executive Vice President and Chief Financial Officer Principal Financial Officer |
|
| /s/ Robert G. Oliynik |
Vice President and Controller Principal Accounting Officer |
Table of Contents
| Signature | Title | |
| /s/ Basil L. Anderson |
Director | |
| /s/ Henry P. Becton, Jr. |
Director | |
| /s/ Edward F. DeGraan |
Director | |
| /s/ Claire M. Fraser-Liggett |
Director | |
| /s/ Marshall O. Larsen |
Director | |
| /s/ Adel A.F. Mahmoud |
Director | |
| /s/ Gary A. Mecklenberg |
Director | |
| /s/ Cathy E. Minehan |
Director | |
| /s/ James F. Orr |
Director | |
| /s/ Willard J. Overlock, Jr. |
Director | |
| /s/ Bertram L. Scott |
Director | |
| /s/ Alfred Sommer |
Director |