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): August 5, 2021
 
BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Charter)

New Jersey
001-04802
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 6.00% Mandatory Convertible Preferred Stock, Series B
  
BDXB
   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
0.632% Notes due June 4, 2023
  
BDX/23A
   New York Stock Exchange
1.208% Notes due June 4, 2026
  
BDX/26A
   New York Stock Exchange
1.213% Notes due February 12, 2036
  
BDX/36
   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 August 5, 2021, Becton, Dickinson and Company (the “Company”) announced that it commenced tender offers to purchase for cash, (i) any and all of the Company’s 2.894% Senior Notes due 2022 and 3.300% Senior Notes due 2023, and (ii) subject to prioritized acceptance levels, series-specific tender caps, if any, and proration, up to $715,000,000 aggregate principal amount of the Company’s 3.875% Senior Notes due 2024, 3.734% Senior Notes due 2024 and 3.363% Senior Notes due 2024.
 
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 INDEX
 
 Exhibit Number    Description
     
 
Press Release, dated August 5, 2021

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: August 5, 2021
By: 
 /s/ Gary DeFazio   


Name: Gary DeFazio  


Title:
Senior Vice President, Corporate Secretary
and Associate General Counsel