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)

New Jersey
 
22-0760120
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
     
1 Becton Drive
   
Franklin Lakes, New Jersey
 
07417-1880
(Address of principal executive offices)
 
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of Each Exchange on which
to be so Registered
 
Each Class is to be Registered
0.368% Notes due 2019
 
New York Stock Exchange

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: 333-206020

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1: Description of Registrant’s Securities to be Registered

The titles of the securities to be registered hereunder are “0.368% Notes due 2019.” For a description the securities to be registered hereunder, reference is made to the information under the heading “Description of Notes” and under the heading “Description of Debt Securities,” respectively, in the Company’s Prospectus Supplement, dated May 23, 2017, which was filed with the Securities and Exchange Commission  (the “Commission”) on May 25, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), supplementing the Company’s Prospectus, dated May 8, 2017, forming a part of the Company’s Registration Statement on Form S-3 (No. 333-206020), filed with the Commission under the Securities Act, which is hereby incorporated herein by reference.

Item 2: Exhibits

Exhibit 4.1
 
Indenture, dated as of March 1, 1997, between Becton, Dickinson and Company (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (incorporated herein by reference to Exhibit 4(a) to the Company’s Current Report on Form 8-K filed on July 31, 1997).
     
Exhibit 4.2
 
Form of Note for 0.368% Notes due 2019 (incorporated herein by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on June 6, 2017).


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.


 
Becton, Dickinson and Company
 
(Registrant)
   
Dated: June 8, 2017
By:
/s/ Gary DeFazio
 
Name:
Gary DeFazio
 
Title:
Senior Vice President, Corporate Secretary and Associate General Counsel