8-K: Current report filing
Published on August 10, 2021
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 10, 2021
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on Which Registered |
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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 10, 2021, Becton, Dickinson and Company (the “Company”) announced that it has amended its previously announced tender offers
to purchase for cash, subject to prioritized acceptance levels, series-specific tender caps, if any, an aggregate maximum tender cap and proration, each of its 3.875% Senior Notes due 2024, 3.734% Senior Notes due 2024 and 3.363% Senior Notes due
2024 (collectively, the “Maximum Tender Offer Notes”) to (i) increase the previously announced maximum principal amount to be purchased by the Company of its 3.734% Senior Notes due 2024 from $300,000,000 to $500,000,000 and (ii) increase the
previously announced maximum principal amount to be purchased by the Company of all series of Maximum Tender Offer Notes in the tender offers from $715,000,000 to $1,285,000,000.
Filed herewith as Exhibit 99.1 and incorporated herein by reference is a copy of the Company’s press release announcing the upsizing of
such tender offers.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
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Exhibit Number
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Description
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Press Release, dated August 10, 2021
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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.
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BECTON, DICKINSON AND COMPANY
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Date: August 10, 2021
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By: |
/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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