SEC Info - Becton Dickinson & Co. - ‘8-K’ for 4/18/22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i April 18, 2022

i BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

i New Jersey	i 001-4802	i 22-0760120
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

i 1 Becton Drive, i Franklin Lakes, i New Jersey i 07417-1880

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: ( i 201) i 847-6800

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
i Common Stock, par value $1.00	i BDX	i New York Stock Exchange
i Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B	i BDXB	i New York Stock Exchange
i 1.000% Notes due December 15, 2022	i BDX22A	i New York Stock Exchange
i 1.900% Notes due December 15, 2026	i BDX26	i New York Stock Exchange
i 1.401% Notes due May 24, 2023	i BDX23A	i New York Stock Exchange
i 3.020% Notes due May 24, 2025	i BDX25	i New York Stock Exchange
i 0.632% Notes due June 4, 2023	i BDX/23A	i New York Stock Exchange
i 1.208% Notes due June 4, 2026	i BDX/26A	i New York Stock Exchange
i 1.213% Notes due February 12, 2036	i BDX/36	i New York Stock Exchange
i 0.000% Notes due August 13, 2023	i BDX23B	i New York Stock Exchange
i 0.034% Notes due August 13, 2025	i BDX25A	i New York Stock Exchange

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 (see General Instruction A.2. below):

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company i ☐

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.

As previously announced, on April 1, 2022, Becton, Dickinson and Company (the “Company”) completed its spinoff (the “Spin-off Transaction”) of Embecta Corp.

In connection with the Spin-Off Transaction, the fixed conversion rates and certain other terms of the Company’s 6.00% Mandatory Convertible Preferred Stock, Series B (the “Series B Preferred Stock”) were adjusted pursuant to the terms of the Series B Preferred Stock and the Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed with the New Jersey Secretary of State and effective May 21, 2020 (the “Certificate of Amendment”). Ownership of the Series B Preferred Stock is held in the form of depositary shares, each representing a 1/20^th interest in a share of Series B Preferred Stock. With respect to the Series B Preferred Stock, (i) the adjusted Minimum Conversion Rate is 3.5572 shares of Common Stock per share of Series B Preferred Stock, or 0.1779 shares of Common Stock per depositary share, (ii) the adjusted Maximum Conversion Rate is 4.2686 shares of Common Stock per share of Series B Preferred Stock, or 0.2134 shares of Common Stock per depositary share, (iii) the adjusted Threshold Appreciation Price is $281.12, (iv) the adjusted Initial Price is $234.27, (v) the adjusted Initial Dividend Threshold is $0.77 per share of Common Stock, (vi) the adjusted Floor Price is $81.99 and (vii) the Fundamental Change Conversion Rates and Stock Prices set forth in the table included in the definition of “Fundamental Change Conversion Rate” of the Certificate of Amendment were adjusted as set forth in the Certificate of Amendment, in each case, subject to further adjustment from time to time as provided in the Certificate of Amendment.

Pursuant to the terms of the Certificate of Amendment, the adjustments set forth above take into account adjustments in connection with Company’s payments of quarterly dividends in excess of the Initial Dividend Threshold on December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022.

Capitalized terms used but not defined have the meaning given to such terms in the Certificate of Amendment.

Signature

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

	BECTON, DICKINSON AND COMPANY

	By:	/s/ *Gary DeFazio*
		Gary DeFazio Senior Vice President and Corporate Secretary

Dated: April 18, 2022

This ‘8-K’ Filing	Date	Other Filings

	2/12/36
	12/15/26
	6/4/26
	8/13/25
	5/24/25
	8/13/23
	6/4/23
	5/24/23
	12/15/22
Filed on / For Period end:	4/18/22
	4/1/22	4, 8-K
	3/31/22	10-Q, 8-K
	12/31/21	10-Q, 11-K, SD
	9/30/21	10-K
	6/30/21	10-Q
	3/31/21	10-Q
	12/31/20	10-Q, 11-K, 4, SD
	5/21/20	FWP
		List all Filings

Becton Dickinson & Co. – ‘8-K’ for 4/18/22

On: Monday, 4/18/22, at 8:40am ET · For: 4/18/22 · Accession #: 1140361-22-14800 · File #: 1-04802

Previous ‘8-K’: ‘8-K’ on / for 4/14/22 · Next: ‘8-K’ on / for 5/5/22 · Latest: ‘8-K’ on 2/27/24 for 2/22/24 · 2 References:

Current Report — Form 8-K

Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing