SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 2)
AMENDMENT TO A REGISTRATION STATEMENT
ON FORM 8-A
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
BECTON, DICKINSON & COMPANY
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(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 22-0760120
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
ONE BECTON DRIVE, FRANKLIN LAKES, NJ 07417-1880
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A (c) please check the following box:
[X] Yes [ ] No
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is pursuant to General Instruction A
(d) check the following box:
[X] Yes [ ] No
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Amendment to Description of Registrant's Securities to be Registered:
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Item 1 to the Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on April 22, 1996, as amended by the Form 8-A/A filed with
the Securities and Exchange Commission on April 18, 2000 (the "Form 8-A"), of
Becton, Dickinson and Company is hereby amended and restated to read in its
entirety as follows:
On November 28, 1995, the Board of Directors of our Company declared a
dividend of one Right for each share of common stock, par value $1.00 per share,
outstanding on April 25, 1996. These Rights were issued under a Rights
Agreement, dated November 28, 1995. As of March 28, 2000, the Board of Directors
approved an amendment and restatement of the Rights Agreement (the "Rights
Agreement"):
(1) to remove the provision that prohibited the Board from redeeming the
Rights without the approval of a majority of the directors who qualify
as "disinterested";
(2) to remove the provisions that exempted certain kinds of tender offers
from the effects of the Rights Agreement;
(3) to remove the provision that allowed the Board to redeem the Rights
during the 10-day period from the date any person became an Acquiring
Person (as defined below); and
(4) to make certain additional technical amendments.
On April 24, 2000, the Board of Directors of our Company approved a further
amendment to the Rights Agreement (the "Amendment"):
(1) to lower the threshold for becoming an "Acquiring Person" from 20%
beneficial ownership of our outstanding common stock to 15% beneficial
ownership; and
(2) to clarify the ability of the Board of Directors, prior to the time
that any person becomes an "Acquiring Person", to lower the threshold
for becoming an "Acquiring Person" to not less than 10%.
The following is a summary description of the Rights Agreement, as amended.
This description is only a summary, and is qualified by reference to and should
be read together with the complete Rights Agreement, including the Amendment
(copies of which are attached hereto as Exhibits 1 and 2, respectively).
Our Board adopted the Rights Agreement and the Amendment to protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, it works by imposing a
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significant penalty upon any person or group which acquires 15% or more of our
outstanding common stock without the approval of our Board. The Rights Agreement
and the Amendment should not interfere with any merger or other business
combination approved by our Board.
The Rights. One Right has been issued for each outstanding share of common
stock. The Rights trade with, and are inseparable from, the common stock. The
Rights are evidenced by the same certificates representing shares of common
stock. New Rights will accompany any new shares of common stock we issue until
the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one eight-hundredth of a share of Preferred Stock, Series A for $67.50, once the
Rights become exercisable. This portion of a Preferred Share will give the
stockholder approximately the same dividend, voting, and liquidation rights as
would one share of common stock. Prior to exercise, the Right does not give its
holder any dividend, voting, or liquidation rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 15% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board) after a person
or group begins a tender or exchange offer which, if completed, would
result in that person or group becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $67.50, purchase shares of our
common stock with a market value of $135, based on the market price of the
common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $67.50, purchase shares of the
acquiring corporation with a market value of $135 based on the market price
of the acquiring corporation's stock prior to such merger.
Preferred Share Provisions.
Each one eight-hundredth of a Preferred Share, if issued:
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o will entitle holders to a quarterly dividend payment of $.01875 per one
eight-hundredth, or an amount equal to the dividend paid on one share of
common stock, whichever is greater.
o will entitle holders upon liquidation either to receive $22 per one
eight-hundredth or an amount equal to the payment made on one share of
common stock, whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to
the payment made on one share of common stock.
o will be redeemable for $22 per one eight-hundredth.
Expiration. The Rights will expire on April 25, 2006.
Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. The Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended in any manner by
our Board without the consent of the holders of the Rights, including lowering
the threshold for becoming an "Acquiring Person" to not less than 10% beneficial
ownership of our outstanding common stock. However, a person or group may not be
caused to become an Acquiring Person by the Board lowering this threshold below
the percentage interest that such person or group already owns. After a person
or group becomes an Acquiring Person, our Board may not amend the agreement in a
way that adversely affects holders of the Rights.
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Item 2. Exhibits.
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Item 2 to the Form 8-A by the Company is hereby amended and restated to
read in its entirety as follows:
Exhibit No. Description of Document Location
1 Amended and Restated Rights Agreement, Exhibit 1 to the
dated as of November 28, 1995 and Amended Form 8-A/A
and Restated as of March 28, 2000, between
Becton, Dickinson and Company and First
Chicago Trust Company of New York, as
Rights Agent. (Incorporated herein by
reference).
2 Amendment No. 1, dated as of April 24, Filed herewith
2000, to the Amended and Restated Rights
Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BECTON, DICKINSON & COMPANY
Dated: May 11, 2000 By: /s/ BRIDGET M. HEALY
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Name: BRIDGET M. HEALY
Title: Vice President & Secretary
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EXHIBIT INDEX
Exhibit Description
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1 Amended and Restated Rights Agreement, dated as of November 28, 1995
and Amended and Restated as of March 28, 2000, between Becton,
Dickinson and Company and First Chicago Trust Company of New York,
as Rights Agent (incorporated herein by reference to Exhibit 1 of
the Registration Statement on Form 8-A/A filed on April 18, 2000).
2 Amendment No. 1, dated as of April 24, 2000, to the Amended and
Restated Rights Agreement.