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 the earliest event reported): May 20, 2019

BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Charter)

New Jersey
001-4802
22-0760120
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. 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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
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 a 1/20th interest in a share of 6.125% Cumulative Preferred Stock Series A
BDXA
New York Stock Exchange
0.368% Notes due June 6, 2019
BDX19D
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

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 May 20, 2019, Becton, Dickinson and Company (the “Company”) announced that it commenced tender offers to purchase for cash, subject to prioritized acceptance levels, series-specific tender caps, if any, and proration, up to $1,100,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2040, 4.875% Notes due 2044, 4.685% Notes due 2044, 3.700% Notes due 2027, 3.734% Notes due 2024, 4.669% Notes due 2047 and 2.894% Notes due 2022.

Filed herewith as Exhibit 99.1 and incorporated herein by reference is a copy of the Company’s press release announcing the commencement of the tender offers.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Description
99.1
Press Release, dated May 20, 2019

EXHIBIT INDEX

Exhibit Number
Description
Press Release, dated May 20, 2019

SIGNATURES

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

 
BECTON, DICKINSON AND COMPANY
     
Date: May 20, 2019
By:
/s/ Gary DeFazio          
   
Name:
Gary DeFazio
   
Title:
Senior Vice President, Corporate Secretary and Associate General Counsel