BECTON DICKINSON & CO — Capital/Financing Update 2018

Mar 2, 2018

8-K 1 s00296x5_8k.htm 8-K Licensed to: Summit Financial Printing Document created using EDGARfilings PROfile 4.3.3.1 Copyright 1995 - 2018 Summit Financial Printing, LLC. All rights reserved.

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): March 1, 2018

BECTON, DICKINSON AND COMPANY (Exact name of registrant as specified in its charter)

New Jersey	001-4802	22-0760120
(State or other jurisdiction of incorporation)	(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)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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 (§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 March 1, 2018, Becton, Dickinson and Company (the “Company” or “BD”) announced the results of its previously announced offer (the “Repurchase Offer”) to repurchase any and all of its outstanding 3.000% Notes due May 15, 2026 (the “Repurchase Notes”). Pursuant to the Repurchase Offer, $460,687,000 aggregate principal amount of Repurchase Notes were validly tendered and not validly withdrawn, representing approximately 98.04% of the total outstanding aggregate principal amount of Repurchase Notes. The settlement date of the Repurchase Offer is expected to occur on March 6, 2018. Following the settlement of the Repurchase Offer, $9,255,000 aggregate principal amount of the Repurchase Notes will remain outstanding.

A copy of the press release announcing the results of the Repurchase Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release of Becton, Dickinson and Company dated March 1, 2018.

INDEX TO EXHIBITS

Exhibit

Number Description

99.1 Press release of Becton, Dickinson and Company dated March 1, 2018.

SIGNATURES

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/ Gary DeFazio
Gary DeFazio
Senior Vice President, Corporate Secretary and Associate General Counsel

Date: March 1, 2018