BECTON DICKINSON & CO — Board/Management Information 2006

Feb 17, 2006

8-K 1 a41382.htm BECTON, DICKINSON AND COMPANY

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 14, 2006

| BECTON, DICKINSON
AND COMPANY |
| --- |
| (Exact
Name of Registrant as Specified in Its Charter) |

New Jersey
(State
or Other Jurisdiction of Incorporation)

001-4802	22-0760120
(Commission
File Number)	(IRS
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)

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o 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):

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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

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

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

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

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

The By-laws of the Company have been amended, effective February 16, 2006, to amend the charter of the Compensation and Benefits Committee of the Board. A copy of BD’s Amended and Restated By-laws as of February 16, 2006 is filed as Exhibit 3.1 to this report. MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation"

ITEM 7.01 REGULATION FD DISCLOSURE.

On February 14, 2006, BD issued a press release, a copy of which is attached hereto as Exhibit 99.1. MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation"

On February 17, 2006, BD issued a press release, a copy of which is attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)
3.1	By-laws of BD, as amended and restated as of Februrary
16 , 2006.
99.1	Press release
dated February 14, 2006, which is furnished pursuant to Item 7.01.
99.2	Press release dated
February 17, 2006, which is furnished pursuant to Item 7.01.

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SIGNATURES

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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 (Registrant)
By: /s/ Dean J. Paranicas
Dean J. Paranicas Vice President, Corporate Secretary and Public Policy

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Date: February 17, 2006

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INDEX TO EXHIBITS

| Exhibit Number | Description
of Exhibits |
| --- | --- |
| 3.1 | Amended and Restated By-laws of the Company as of February
16, 2006. |
| 99.1 | Press
release dated February 14, 2006, which is filed pursuant to Item 7.01. |
| 99.2 | Press release dated
February 17, 2006, which is filed pursuant to Item 7.01. |