8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)
Published on June 4, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act
BECTON, DICKINSON AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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New Jersey
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22-0760120
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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1 Becton Drive
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Franklin Lakes, New Jersey
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07417-1880
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(Address of principal executive offices)
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(Zip Code)
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BECTON DICKINSON EURO FINANCE S.À R.L.
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Luxembourg
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98-1490379
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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412F, route d’Esch
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L-1471 Luxembourg
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on which
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to be so Registered
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Each Class is to be Registered
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0.174% Notes due 2021
0.632% Notes due 2023
1.208% Notes due 2026
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-224464
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Becton, Dickinson and Company (“BD”) and Becton Dickinson Euro Finance S.à r.l. (“Becton Finance” and together with BD, the “Registrants”)
have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), a prospectus supplement, dated May 21, 2019 (the “Prospectus Supplement”), and
the accompanying prospectus, dated May 17, 2019 (the “Base Prospectus”). The Prospectus Supplement relates to the offering of €600,000,000 aggregate principal amount of 0.174% Notes due 2021, €800,000,000 aggregate principal amount of 0.632% Notes
due 2023 and €600,000,000 aggregate principal amount of 1.208% Notes due 2026 (collectively, the “Notes”) to be issued by Becton Finance. The Notes will be fully and unconditionally guaranteed by BD. The Base Prospectus forms a part of the
Registrants’ Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-224464), filed with the Commission on May 17, 2019, which amends the Registration Statement on Form S-3 (File No. 333-224464), filed with the Commission
by BD on April 26, 2018 (as amended, the “Registration Statement”).
Item 1: Description of Registrant’s Securities to be Registered
The descriptions under the heading “Description of Notes” in the Prospectus Supplement and “Description of Debt Securities of Becton
Dickinson Euro Finance S.à r.l.” in the Base Prospectus are incorporated by reference herein.
Item 2: Exhibits
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Indenture, dated as of May 17, 2019, among Becton Dickinson Euro Finance S.à r.l., as issuer, Becton, Dickinson and Company, as guarantor, and The
Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.7 of BD’s Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 filed with the Commission on May 17, 2019).
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First Supplemental Indenture, dated as of June 4, 2019, among Becton Dickinson Euro Finance S.à r.l., as issuer, Becton, Dickinson and Company, as
guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 of BD’s Current Report on Form 8-K filed with the Commission on June 4, 2019).
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Form of Note for 0.174% Notes due 2021 (incorporated herein by reference to Exhibit 4.2 of BD’s Current Report on Form 8-K filed with the Commission
on June 4, 2019).
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Form of Note for 0.632% Notes due 2023 (incorporated herein by reference to Exhibit 4.3 of BD’s Current Report on Form 8-K filed with the Commission
on June 4, 2019).
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Form of Note for 1.208% Notes due 2026 (incorporated herein by reference to Exhibit 4.4 of BD’s Current Report on Form 8-K filed with the Commission
on June 4, 2019).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
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Becton, Dickinson and Company
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(Registrant)
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Dated: June 4, 2019
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By:
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/s/ Gary DeFazio
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Name:
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Gary DeFazio
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Title:
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Senior Vice President, Corporate Secretary and Associate General Counsel
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Becton Dickinson Euro Finance S.à r.l.
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(Registrant)
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Dated: June 4, 2019
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By:
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/s/ Horacio Somoya
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Name:
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Horacio Somoya
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Title:
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Class A Manager
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