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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 earliest event reported) October 28, 2019
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BECTON, DICKINSON AND COMPANY |
(Exact Name of Registrant as Specified in Its Charter) |
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New Jersey |
(State or Other Jurisdiction of Incorporation) |
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001-4802 | | 22-0760120 |
(Commission File Number) | | (IRS Employer Identification No.) |
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1 Becton Drive, | Franklin Lakes, | New Jersey | | 07417-1880 |
(Address of Principal Executive Offices) | | (Zip Code) |
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| | (201) | 847-6800 | | |
(Registrant’s Telephone Number, Including Area Code) |
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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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: |
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Title of Each Class | | Trading Symbol | | Name of each exchange on which registered |
Common stock, par value $1.00 | | BDX | | New York Stock Exchange |
Depositary Shares, each representing 1/20th of a share of 6.125% Cumulative Preferred Stock Series A | | BDXA | | New York Stock Exchange |
1.000% Notes due December 15, 2022 | | BDX22A | | New York Stock Exchange |
1.900% Notes due December 15, 2026 | | BDX26 | | New York Stock Exchange |
1.401% Notes due May 24, 2023 | | BDX23A | | New York Stock Exchange |
3.020% Notes due May 24, 2025 | | BDX25 | | New York Stock Exchange |
0.174% Notes due June 4, 2021 | | BDX/21 | | New York Stock Exchange |
0.632% Notes due June 4, 2023 | | BDX/23A | | New York Stock Exchange |
1.208% Notes due June 4, 2026 | | BDX/26A | | New York Stock Exchange |
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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.
Becton, Dickinson and Company (“BD”) previously reported that the Director of the Environmental Protection Division of the Georgia Department of Natural Resources (the “EPD”) had filed a complaint and motion for temporary restraining order in Newton County Superior Court in Covington, Georgia against BD, seeking to enjoin BD from continuing sterilization operations at its Covington facility until BD implements certain voluntary emission control improvements. BD worked proactively with the EPD to resolve the issue and protect product availability for patients, and on October 28, 2019, BD entered into an agreement with the EPD, which was approved by the Newton County Superior Court, that resolved the litigation. Under the terms of the settlement, BD will voluntarily suspend sterilization operations at its Covington facility from October 30 to November 6, 2019. When BD resumes sterilization operations at the Covington facility on November 7, 2019, BD will operate the facility at a reduced capacity and implement certain operational modifications to further reduce ethylene oxide emissions at the facility. BD also agreed not to expand operations at its Madison, Georgia facility, and to continue implementing the additional emission controls at its Covington and Madison facilities that BD voluntarily committed to in August 2019. Based on the terms of the settlement and BD’s business continuity efforts, BD does not expect a material impact to its results of operations.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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)
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By: | /s/ Gary DeFazio |
| Gary DeFazio |
| Senior Vice President and Corporate Secretary |
Date: October 28, 2019