As filed with the Securities and Exchange Commission on May 6, 2021
Registration No. 333-
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/06/21 Becton Dickinson & Co. S-3ASR 5/06/21 6:1M Edgarfilings Ltd. Becton Dickinson Euro Finance S.a.r.l. |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 410K Well-Known Issuer 2: EX-5.1 Opinion of Counsel re: Legality HTML 41K 3: EX-5.2 Opinion of Counsel re: Legality HTML 65K 4: EX-23.1 Consent of Expert or Counsel HTML 6K 5: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 49K 6: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 49K
New Jersey | | | 22-0760120 |
(State
or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
Luxembourg | | | 98-1490379 |
(State
or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | Accelerated
filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller
reporting company | | | ☐ |
| | | | Emerging
growth company | | | ☐ |
Title
of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed
Maximum Offering Price per Unit | | | Proposed Maximum
Aggregate Offering Price | | | Amount of Registration Fee |
Becton,
Dickinson and Company: | | | | | | | | | ||||
Common
Stock, $1.00 par value | | | 2,148(1) | | | (1) | | | (1) | | | (1) |
Common
Stock, $1.00 par value | | | 68,754(2) | | | (2) | | | (2) | | | (2) |
Common
Stock, $1.00 par value | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Preferred
Stock, $1.00 par value | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Depositary
Shares | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Debt
Securities | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Warrants
to purchase Common Stock and Debt Securities | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Purchase
Contracts | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Units
| | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
Guarantees
of Debt Securities of Becton Dickinson Euro Finance S.à r.l. | | | (6) | | | N/A | | | N/A | | | (6) |
Becton
Dickinson Euro Finance S.à r.l.: | | | | | | | | | ||||
Debt
Securities | | | (3) | | | (3)(4) | | | (3)(4) | | | (5) |
(1) | Pursuant to Rule 415(a)(6) under the Securities Act, as amended (the “Securities Act”), this registration statement includes 2,148 shares of unsold common stock, par value $1.00, that may be issued under the CareFusion Corporation 2009 Long-Term Incentive Plan, which plan was assumed by Becton, Dickinson and Company (“BD”) in connection with its acquisition of CareFusion Corporation. The shares of unsold common stock previously were registered on Registration Statement No. 333-183059, as supplemented by BD’s prospectus supplement filed on March 17, 2015, and subsequently on Registration Statement No. 333-206020
(the “2015 Registration Statement”), as supplemented by BD’s prospectus supplement filed on July 31, 2015, and subsequently on Registration Statement No. 333-224464 (the “Expiring Registration Statement”), as supplemented by BD’s prospectus supplement filed on April 26, 2018. In connection with the registration of such unsold shares of common stock on the Expiring Registration Statement, BD paid filing fees of $1,741.03, which fees were applied from the 2015 Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the remaining portion of the registration fee previously paid in connection with the registration of such unsold shares of common stock shall continue to apply to the unsold securities, and no additional filing fee in respect of such
unsold securities is due hereunder. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities registered under the Expiring Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
(2) | Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement also includes 68,754 shares of unsold common stock, par value $1.00, that may be issued under BD’s 2004 Employee and Director Equity-Based Compensation Plan in substitution for certain outstanding C. R. Bard, Inc. equity awards, granted by BD in connection with its acquisition of C. R. Bard, Inc. The shares of unsold common stock previously were registered on the 2015 Registration Statement, as supplemented by BD’s prospectus supplement filed on December 29,
2017 (the “2017 Prospectus Supplement”) and subsequently on the Expiring Registration Statement, as supplemented by BD’s prospectus supplement filed on April 26, 2018. In connection with the registration of such unsold shares of common stock on the Expiring Registration Statement, BD paid filing fees of $2,566.28 which fees were applied from the 2017 Prospectus Supplement. Pursuant to Rule 415(a)(6) under the Securities Act, the remaining portion of the registration fee previously paid in connection with the registration of such unsold shares of common stock shall continue to apply to the unsold securities, and no additional filing fee in respect of such unsold securities is due hereunder. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities registered under the Expiring Registration Statement will be deemed terminated as of the date of effectiveness of this registration
statement. |
(3) | Omitted pursuant to Form S-3 General Instruction II.E. |
(4) | Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. An indeterminate aggregate offering price and number or amount of common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts, units and guarantees of BD and debt securities of Becton Dickinson Euro Finance S.à r.l. (“Becton Finance”) is being registered as may from time to time be issued at currently indeterminable prices and as may be issuable upon conversion, redemption, repurchase, exchange, exercise or settlement of any
securities registered hereunder, including under any applicable anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable on conversion, exchange, exercise or settlement of other securities. |
(5) | In accordance with Rule 456(b) and Rule 457(r), each under the Securities Act, BD and Becton Finance are deferring payment of all of the registration fee. |
(6) | BD will fully and unconditionally guarantee the obligations of Becton Finance under its debt securities. No separate consideration will be paid in respect of any such guarantees. Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect
to the guarantees of the debt securities. |
(a) | BD’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020; |
(b) | the portions of BD’s Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders filed with the SEC on December 17, 2020, as supplemented on January 19,
2021, that are incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended September 30, 2020; |
(c) | BD’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020 and March 31, 2021; |
(d) | BD’s Current Reports on Form 8-K filed with the SEC on October 5,
2020, October 22, 2020, November 17, 2020, January 28, 2021, February 10, 2021, February 11, 2021 and February 12, 2021; and |
(e) | the
description of BD’s common stock, par value $1.00 per share, contained in its registration statement on Form 8-A filed with the SEC, including any further amendment or report filed for the purpose of updating such description. |
• | the series, the number
of shares offered and the liquidation value of the preferred stock; |
• | the price at which the preferred stock will be issued; |
• | the dividend rate, the dates on which the dividends will be payable and other terms relating to the payment of dividends on the preferred stock; |
• | the voting rights of the preferred stock; |
• | whether the preferred stock is redeemable or subject
to a sinking fund, and the terms of any such redemption or sinking fund; |
• | whether the preferred stock is convertible or exchangeable for any other securities, and the terms of any such conversion; and |
• | any additional rights, preferences, qualifications, limitations and restrictions of the preferred stock. |
• | an authorization for the issuance of blank check preferred stock. Our board of directors can set the voting rights, redemption rights, conversion rights and other rights relating to such preferred stock
and could issue such stock in either private or public transactions. In some circumstances, the blank check preferred stock could be issued and have the effect of preventing a merger, tender offer or other takeover attempt that the board of directors opposes; |
• | providing advanced written notice procedures and limitations with respect to shareholder proposals and the nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors; |
• | providing a statement that special meetings of our shareholders may only be called by the Chairman of our board of directors, the Chief Executive Officer or our board of directors,
or on request in writing of shareholders of record owning 25% or more of the voting power of our outstanding capital stock entitled to vote (limited to shares owned, directly or indirectly, by any shareholder that constitutes such person’s net long position), and providing that a special meeting will not be held if (a) the meeting request is delivered during the period commencing 90 days prior to the first anniversary of the date of the |
• | allowing our directors to fill vacancies on our board of directors, including vacancies resulting from removal or enlargement of our board of directors; |
• | granting our board of directors the authority to amend and repeal our by-laws without a stockholder vote; and |
• | permitting
a majority of our board of directors to fix the number of directors. |
• | the
merger or consolidation of the corporation with the interested stockholder or any corporation that is or after the merger or consolidation would be an affiliate or associate of the interested stockholder, |
• | the sale, lease, exchange, mortgage, pledge, transfer or other disposition to an interested stockholder or any affiliate or associate of the interested stockholder of 10% or more of the corporation’s assets, or |
• | the issuance or transfer to an interested stockholder or any affiliate or associate of the interested stockholder of 5% or more of the aggregate market value of the stock of the corporation. |
• | the designation of the debt securities of the series; |
• | any
limit upon the aggregate principal amount of the debt securities of the series and any limitation on our ability to increase the aggregate principal amount of debt securities of that series after initial issuance; |
• | any date on which the principal of the debt securities of the series is payable (which date may be fixed or extendible); |
• | the interest rate or rates and the method for calculating the interest rate; |
• | if other than as provided in the indenture, any place where principal of and interest on debt securities
of the series will be payable, where debt securities of the series may be surrendered for exchange, where notices or demands may be served and where notice to holders may be published and any time of payment at any place of payment; |
• | whether we have a right to redeem debt securities of the series and any terms thereof; |
• | whether you have a right to require us to redeem, repurchase or repay debt securities of the series and any terms thereof; |
• | if other than denominations of $1,000 and any integral multiple, the denominations
in which debt securities of the series shall be issuable; |
• | if other than the principal amount, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity; |
• | if other than U.S. dollars, the currency or currencies in which payment of the principal of and interest on the debt securities of the series will be payable; |
• | whether the principal and any premium or interest is payable in a currency other than the currency in which the debt securities
are denominated; |
• | whether we have an obligation to pay additional amounts on the debt securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and any right that we may have to redeem those debt securities rather than pay the additional amounts; |
• | if other than the person acting as trustee, any agent acting with respect to the debt securities of the series; |
• | any provisions for the defeasance of any debt securities of the series in addition to, in substitution for or
in modification of the provisions described in “— Defeasance and Covenant Defeasance”; |
• | the identity of any depositary for registered global securities of the series other than The Depository Trust Company and any circumstances other than those described in “— Global Securities” in which any person may have the right to obtain debt securities in definitive form in exchange; |
• | any events of default applicable to any debt securities of the series in addition
to, in substitution for or in modification of those described in “— Events of Default”; |
• | any covenants applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Covenants”; and |
• | any other terms of the debt securities of the series. |
• | we are the surviving person; or |
• | the surviving person is a corporation organized and validly existing under the laws of the United States of America or any U.S. State or the District of Columbia and expressly assumes by a supplemental indenture all of our obligations under the debt securities and under the indenture; and |
• | immediately before and after the transaction or each series of transactions, no default or event of default shall have occurred and
be continuing; and |
• | certain other conditions are met. |
• | default in the payment of interest on any debt security when due, which continues for 30 days; |
• | default in the payment of principal of any debt security when due; |
• | default in the deposit of any sinking fund payment when due; |
• | default in the performance of any other obligation
contained in the indenture, which default continues for 60 days after we receive written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding debt securities of that series; |
• | specified events of bankruptcy, insolvency or reorganization of our company for the benefit of our creditors; or |
• | any other event of default established for the debt securities of that series. |
• | the entire principal of the debt securities of that series; or |
• | if
the debt securities are original issue discount securities, that portion of the principal as may be described in the applicable prospectus supplement. |
• | in the payment of the principal
of, or interest on, any debt security of that series; or |
• | in respect of a covenant or provision of such indenture which cannot under the terms of the indenture be amended or modified without the consent of the holder of each outstanding debt security that is adversely affected thereby. |
• | mortgages
existing on properties on the date of the indenture, |
• | mortgages on properties, shares of stock or debt existing at the time of acquisition (including acquisition through merger or consolidation), purchase money mortgages and construction mortgages, |
• | mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Restricted Subsidiary, |
• | mortgages in favor of Federal and State governmental bodies to secure progress, advance or other payments pursuant
to any contract or provision of any statute, |
• | mortgages in favor of us or a Restricted Subsidiary, |
• | mortgages in connection with the issuance of tax-exempt industrial development bonds, |
• | mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposit bonds to secure statutory obligations (or pledges or deposits for similar purposes in the ordinary course of business), or liens imposed by law and certain other liens or other encumbrances, and |
• | subject
to certain limitations, any extension, renewal or replacement of any mortgage referred to in the foregoing clauses. |
• | the
commitment to enter into the sale and leaseback transaction was obtained during that 120-day period; |
• | we or our Restricted Subsidiaries could create debt secured by a mortgage on the Principal Property as described under “— Restrictions on Secured Debt” above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt securities; |
• | within 120 days after the sale or transfer, we designate
an amount to the retirement of Funded Debt, subject to credits for voluntary retirements of Funded Debt, equal to the greater of |
(i) | the net proceeds of the sale of the Principal Property and |
(ii) | the fair market value of the Principal Property, or |
• | we or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after the sale or transfer, have expended or reasonably expect to expend within such period any monies to acquire or construct any Principal Property or properties
in which event we or that Restricted Subsidiary enter into the sale and leaseback transaction, but (unless certain other conditions are met) only to the extent that the Attributable Debt with respect to the sale and leaseback transaction is less than the monies expended or to be expended. |
• | evidence the succession of another corporation to our company and the assumption of our covenants by that successor, |
• | provide for a successor trustee with respect to the debt securities of all or any series, |
• | establish the forms and terms of the debt securities of any series, |
• | provide
for uncertificated or unregistered debt securities, or |
• | cure any ambiguity or correct any mistake or to make any change that does not materially adversely affect the legal rights of any holder of the debt securities under the indenture. |
• | change the stated maturity date of any installment of principal of, or interest on, any debt security, |
• | reduce the principal amount of, or the rate of interest on, any debt security, |
• | adversely affect the rights of any debt security holder under any mandatory redemption or repurchase provision, |
• | reduce
the amount of principal of an original issue discount security payable upon acceleration of its maturity, |
• | change the place or currency of payment of principal of, or any premium or interest on, any debt security, |
• | impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security, |
• | reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture or to waive compliance with
certain provisions of the indenture, |
• | reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default, |
• | waive a default in the payment of principal of, or interest on, any debt security, |
• | change any of our obligations to maintain offices or agencies where the debt securities may be surrendered for payment, registration or transfer and where notices and demands may be served upon us, or |
• | change any of the above provisions, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without
the consent of each holder of any debt security affected. |
• | to defease and be discharged from any and all obligations with respect to |
• | debt
securities of any series payable within one year, or |
• | other debt securities of any series upon the conditions described below; or |
• | to be released from our obligations with respect to covenants described under “— Covenants” above and, if specified in the applicable prospectus supplement, other covenants applicable to the debt securities of any series (“covenant defeasance”), |
• | the specific designation and aggregate number of, and the price at which we will issue, the warrants; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; |
• | whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; |
• | any applicable material U.S. federal income tax consequences; |
• | the identity of the warrant agent for the warrants and of any other depositories, execution or paying agents, transfer agents, registrars or other agents; |
• | the proposed
listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; |
• | whether the warrants are to be sold separately or with other securities as parts of units; |
• | if applicable, the designation and terms of the debt securities, preferred stock or common stock with which the warrants are issued and the number of warrants issued with each security; |
• | if applicable, the date from and after which the warrants and the related debt securities, preferred stock or common
stock will be separately transferable; |
• | the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the warrants; |
• | the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; |
• | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
• | information
with respect to book-entry procedures, if any; |
• | any anti-dilution provisions of the warrants; |
• | any redemption or call provisions; and |
• | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
• | debt securities or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination as specified in the applicable prospectus supplement; |
• | currencies; or |
• | commodities. |
• | the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; and |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
• | the designation of the debt securities of the series; |
• | any limit upon the aggregate principal amount of the debt securities of the series and any limitation on our ability to increase the
aggregate principal amount of debt securities of that series after initial issuance; |
• | any date on which the principal of the debt securities of the series is payable (which date may be fixed or extendible); |
• | the interest rate or rates and the method for calculating the interest rate; |
• | if other than as provided in the Finance Indenture, any place where principal of and interest on debt securities of the series will be payable, where debt securities of the series may be surrendered for exchange, where notices or
demands may be served and where notice to holders may be published and any time of payment at any place of payment; |
• | whether Becton Finance has a right to redeem debt securities of the series and any terms thereof; |
• | whether you have a right to require Becton Finance to redeem, repurchase or repay debt securities of the series and any terms thereof; |
• | if other than denominations of $1,000 and any integral multiple, the denominations in which debt securities of the series shall be issuable; |
• | if
other than the principal amount, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity; |
• | if other than U.S. dollars, the currency or currencies in which payment of the principal of and interest on the debt securities of the series will be payable; |
• | whether the principal and any premium or interest is payable in a currency other than the currency in which the debt securities are denominated; |
• | whether Becton Finance has an obligation to pay additional amounts on the debt securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and any right that Becton Finance may have to
redeem those debt securities rather than pay the additional amounts; |
• | if other than the person acting as trustee, any agent acting with respect to the debt securities of the series; |
• | any provisions for the defeasance of any debt securities of the series in addition to, in substitution for or in modification of the provisions described in “— Defeasance and Covenant Defeasance”; |
• | the identity of any depositary for registered global securities of the series other than The Depository Trust Company and any circumstances
other than those described in “— Global Securities” in which any person may have the right to obtain debt securities in definitive form in exchange; |
• | any events of default applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Events of Default”; |
• | any covenants applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Covenants”; |
• | the terms of the guarantees
by the Guarantor, including any corresponding changes to the provisions of the Finance Indenture; and |
• | any other terms of the debt securities of the series. |
• | the surviving person is Becton
Finance or the Guarantor; or |
• | the surviving person is a corporation, partnership, limited liability company, an association, trust or other entity organized and validly existing under the laws of the United States of America, any U.S. State or the District of Columbia, any member state of the European Union, Ireland, Canada, United Kingdom, Bermuda, the Cayman Islands, Singapore, Hong Kong, Switzerland or the United Arab Emirates and expressly assumes by a supplemental indenture all of the obligations of Becton Finance under the debt securities and under the Finance Indenture; and |
• | immediately after the transaction or each series of transactions, no default or event
of default shall have occurred and be continuing; and |
• | certain other conditions are met. |
• | the Guarantor is the surviving person; or |
• | the surviving person is a corporation, partnership, limited liability company, an association, trust or other entity organized and validly existing under the laws of the United States of America, any U.S. State or the District of Columbia, any member state of the European Union, Ireland, Canada, United Kingdom, Singapore, Hong Kong or Switzerland and expressly assumes by a supplemental indenture all of the obligations of the Guarantor under the debt securities and under the Finance Indenture;
and |
• | immediately after the transaction or each series of transactions, no default or event of default shall have occurred and be continuing; and |
• | certain other conditions are met. |
• | default in the payment of interest on any debt security when due, which continues for 30 days; |
• | default in the payment of principal of any debt security when due; |
• | default in the deposit of any sinking fund payment when due; |
• | default
in the performance of any other of Becton Finance’s or the Guarantor’s obligations contained in the Finance Indenture, which default continues for 60 days after Becton Finance receives written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding debt securities of that series; |
• | specified events of bankruptcy, insolvency or reorganization of Becton Finance or the Guarantor for the benefit of their respective creditors; |
• | a guarantee of the Guarantor ceases to be in full force and effect or is declared to be null and void and unenforceable or such guarantee is found to be invalid or the Guarantor denies its liability under
such guarantee (other than by reason of release of the Guarantor in accordance with the terms of the Finance Indenture); or |
• | any other event of default established for the debt securities of that series. |
• | the entire principal of the debt securities of that series;
or |
• | if the debt securities are original issue discount securities, that portion of the principal as may be described in the applicable prospectus supplement. |
• | in the payment of the principal of, or interest on, any debt security of that series; or |
• | in respect of a covenant or provision of such Finance Indenture which cannot under the terms of the Finance Indenture be amended or modified without the consent of the holder of each outstanding debt security that is adversely affected thereby. |
• | mortgages existing on properties on the date of the Finance Indenture; |
• | mortgages on properties, shares of stock or debt existing at the time of acquisition (including acquisition through merger or consolidation), purchase money mortgages and construction mortgages; |
• | mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Restricted Subsidiary; |
• | mortgages
in favor of Federal and State governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; |
• | mortgages in favor of the Guarantor, Becton Finance or any Restricted Subsidiary; |
• | mortgages in connection with the issuance of tax-exempt industrial development bonds; |
• | mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposit bonds to secure statutory obligations (or pledges or deposits for similar purposes in the ordinary course of business), or liens imposed by law and certain other liens or other encumbrances; and |
• | subject to certain limitations, any extension, renewal or replacement of
any mortgage referred to in the foregoing clauses. |
• | the commitment
to enter into the sale and leaseback transaction was obtained during that 120-day period; |
• | the Guarantor or any Restricted Subsidiary could create debt secured by a mortgage on the Principal Property as described under “— Restrictions on Secured Debt” above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt securities; |
• | within 120 days after the sale or transfer, the Guarantor designates an amount to the retirement of Funded Debt, subject to credits for voluntary retirements of Funded Debt, equal to the greater of: |
(i) | the
net proceeds of the sale of the Principal Property and |
(ii) | the fair market value of the Principal Property, or |
• | the Guarantor or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after the sale or transfer, has expended or reasonably expect to expend within such period any monies to acquire or construct any Principal Property or properties in which event the Guarantor or that Restricted Subsidiary enter into the sale and leaseback transaction, but (unless certain other conditions are met) only to the extent that the Attributable Debt with respect to the sale and leaseback transaction is less than the monies expended or
to be expended. |
• | evidence the succession of another corporation to Becton Finance or the Guarantor and the assumption of such party’s covenants by that successor; |
• | provide for a successor trustee with respect to the debt securities of all or any series; |
• | establish
the forms and terms of the debt securities of any series; |
• | provide for uncertificated or unregistered debt securities; or |
• | cure any ambiguity or correct any mistake or to make any change that does not materially adversely affect the legal rights of any holder of the debt securities under the Finance Indenture. |
• | change the stated maturity date of any installment of principal of, or interest on, any debt security; |
• | reduce the principal amount of, or the rate of interest on, any debt security; |
• | adversely affect the rights of any debt security holder under any mandatory redemption or repurchase provision; |
• | reduce
the amount of principal of an original issue discount security payable upon acceleration of its maturity; |
• | change the place or currency of payment of principal of, or any premium or interest on, any debt security; |
• | impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security; |
• | reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the Finance Indenture or to waive compliance
with certain provisions of the Finance Indenture; |
• | reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default; |
• | waive a default in the payment of principal of, or interest on, any debt security; |
• | change any of the obligations of Becton Finance to maintain offices or agencies where the debt securities may be surrendered for payment, registration or transfer and where notices and demands may be served upon Becton Finance; |
• | release
the Guarantor from its obligations in respect of the guarantee of any series of debt securities or modify the Guarantor’s obligations thereunder other than in accordance with the provisions of the Finance Indenture; or |
• | change any of the above provisions, except to increase any such percentage or to provide that certain other provisions of the Finance Indenture cannot be modified or waived without the consent of each holder of any debt security affected. |
• | to defease and be discharged from any and all obligations with respect to: |
• | debt securities of any series payable within one year, or |
• | other debt securities of any
series upon the conditions described below; or |
• | to release any obligations with respect to covenants described under “— Covenants” above and, if specified in the applicable prospectus supplement, other covenants applicable to the debt securities of any series (“covenant defeasance”), |
• | Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. |
• | Ownership of beneficial interests by participants in a global security will be shown on, and the transfer of the beneficial
interests will be effected only through, records maintained by the depositary or by its nominee. |
• | Ownership of beneficial interests in a global security by persons that hold through participants will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by the participants. |
• | be entitled to have their debt securities represented by the global security registered in their names; |
• | receive or be entitled to receive physical delivery of debt securities in certificated form; or |
• | be
considered the holders for any purposes under the indenture. |
• | through underwriters or dealers; |
• | directly
to one or more purchasers; |
• | through agents; or |
• | through any combination of these methods. |
• | the name or names of any underwriters, dealers or agents; |
• | the
purchase price of such securities and the proceeds to be received by the issuer; |
• | any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
• | any initial public offering price; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchanges on which the securities may be listed. |
• | negotiated transactions; |
• | at a fixed public offering price or prices, which may be changed; |
• | at
market prices prevailing at the time of sale; |
• | at prices related to prevailing market prices; or |
• | at negotiated prices. |
Item 14. | Other Expenses of Issuance and Distribution |
| | Amount to be Paid | |
Registration
fee | | | (1) |
Printing | | | * |
Legal
fees and expenses (including Blue Sky fees) | | | * |
Trustee fees | | | * |
Rating
Agency fees | | | * |
Accounting fees and expenses | | | * |
Miscellaneous | | | * |
TOTAL | | | * |
(1) | Omitted because the registration fee is being deferred pursuant to Rule 456(b), except for $4,307.31 previously paid. |
* | Estimated expenses are not presently known. The applicable prospectus supplement or one or more Current Reports on Form 8-K, which will be incorporated by reference, will set forth the estimated amounts of such expenses payable in respect of any offering of securities. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits
and Financial Statement Schedules |
(a) | The following exhibits are filed as part of this Registration Statement: |
Exhibit Number | | | Description | | | Method
of Filing |
1.1 | | | Form of Underwriting Agreement.* | | | |
| | Restated
Certificate of Incorporation of Becton, Dickinson and Company, dated as of January 30, 2019. | | | Incorporated by reference to Exhibit 3 to BD’s Quarterly Report on Form 10-Q for the period ended December 31, 2018. | |
| | Certificate
of Amendment of the Company’s Restated Certificate of Incorporation, filed with the State of New Jersey Department of Treasury and effective on May 21, 2020. | | | Incorporated by reference to Exhibit 4.1 to BD’s Registration Statement on Form 8-A filed on May 26, 2020. | |
| | By-Laws
of Becton, Dickinson and Company, as amended and restated as of September 29, 2020. | | | Incorporated by reference to Exhibit 3.1 to BD’s Current Report on Form 8-K filed on October 5, 2020. | |
| | Articles
of Association of Becton Dickinson Euro Finance S.à r.l., dated as of April 23, 2019. | | | Incorporated by reference to Exhibit 3.3 to BD’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019. | |
| | Indenture,
dated as of March 1, 1997, between Becton, Dickinson and Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank). | | | Incorporated by reference to Exhibit 4(a) to BD’s Current Report on Form 8-K filed on July 31, 1997. | |
| | Form
of Note of Becton, Dickinson and Company. | | | Included as part of Exhibit 4.1. | |
4.3 | | | Form
of Warrant Agreement of Becton, Dickinson and Company (including form of Warrant Certificate).* | | | |
4.4 | | | Form
of Purchase Contract Agreement of Becton, Dickinson and Company.* | | | |
4.5 | | | Form
of Unit Agreement of Becton, Dickinson and Company.* | | | |
4.6 | | | Form
of Depositary Agreement of Becton, Dickinson and Company.* | | | |
| | 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 by reference to Exhibit 4.7 to BD’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019. | |
| | Opinion
of Samrat S. Khichi, Executive Vice President, General Counsel, Public Policy and Regulatory Affairs of Becton, Dickinson and Company. | | | ||
| | Opinion
of Loyens & Loeff Luxembourg S.à r.l. | | | ||
| | Consent
of Ernst & Young LLP. | | | ||
| | Consent
of Samrat S. Khichi, Executive Vice President, General Counsel, Public Policy and Regulatory Affairs of Becton, Dickinson and Company. | | | Included as part of Exhibit 5.1. | |
| | Consent
of Loyens & Loeff Luxembourg S.à r.l. | | | Included as part of Exhibit 5.2. | |
| | Power
of Attorney of BD. | | |
Exhibit Number | | | Description | | | Method
of Filing |
| | Power of Attorney of Becton Dickinson Euro Finance S.à r.l. | | | ||
| | Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the Indenture dated as of March 1, 1997. | | | ||
| | Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the Indenture dated as of May 17, 2019. | | |
* | To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein in connection with an offering of securities. |
Item 17. | Undertakings |
(a) | The undersigned registrants hereby undertake: |
(1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by a registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to |
(5) | That,
for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of the respective undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the respective undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the respective undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the respective undersigned registrant or used or referred to by the respective undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the respective undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the respective undersigned registrant to the purchaser. |
(b) | The
undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the respective registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the respective registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the respective registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue. |
| | BECTON, DICKINSON AND COMPANY | |||||||
| | | | | | ||||
| | By: | | | /s/
Thomas E. Polen | ||||
| | | | Name: | | | |||
| | | | Title: | | | Chairman
of the Board, Chief Executive Officer and President |
Signature | | | Title |
/s/
Thomas E. Polen | | | Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
| |||
| | ||
| | Executive
Vice President, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) | |
| |||
| | ||
| | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |
| |||
| | ||
| | Director | |
| |||
| | ||
| | Director | |
| | ||
| | ||
/s/
Claire M. Fraser | | | Director |
| | ||
| | ||
| | Director | |
Jeffrey W. Henderson | | | |
| |
Signature | | | Title |
| | Director | |
| | ||
| | ||
| | Director | |
| | ||
| | ||
/s/
David F. Melcher | | | Director |
| | ||
| | ||
/s/
Claire Pomeroy | | | Director |
| | ||
| | ||
/s/
Rebecca W. Rimel | | | Director |
| | ||
| | ||
/s/
Timothy M. Ring | | | Director |
| | ||
| | ||
/s/
Bertram L. Scott | | | Director |
| |
| | ||||||||
| | | | | | ||||
| | By: | | | /s/
Alessandro Luino | ||||
| | | | Name: | | | |||
| | | | Title: | | | Class A
Manager |
Signature | | | Title |
/s/
Alessandro Luino | | | Class A Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| |||
| | ||
/s/ Stefaan De Boeck | | | Class A
Manager |
| | ||
| | ||
/s/
Peter De Rycker | | | Class A Manager |
| | ||
| | ||
/s/
Horacio Somoya | | | Class A Manager |
| | ||
| | ||
/s/
Ajit Singh Rai | | | Class B Manager |
| | ||
| | ||
| | Class B Manager | |
| | ||
| | ||
/s/
Gary DeFazio | | | Authorized Representative in the United States |
| |
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 5/6/21 | 10-Q, 424B5, 8-K | ||
3/31/21 | 10-Q | |||
1/19/21 | DEFA14A | |||
10/5/20 | 8-K | |||
9/30/20 | 10-K | |||
9/29/20 | 4 | |||
5/26/20 | 8-A12B, 8-K | |||
5/21/20 | FWP | |||
5/17/19 | POSASR | |||
4/23/19 | ||||
1/30/19 | ||||
12/31/18 | 10-Q, 11-K, SD | |||
4/26/18 | 424B5, 8-K, S-3ASR | |||
12/29/17 | 3, 3/A, 4, 424B5, 8-K, S-8 POS | |||
7/31/15 | 424B5, 8-K, S-3ASR | |||
3/17/15 | 424B5, 8-K, S-8 POS | |||
7/31/97 | 8-K | |||
3/1/97 | ||||
List all Filings |