Summary
Becton, Dickinson and Company (BD) filed an 8-K on March 17, 2015, to disclose the registration of 104,484 shares of its common stock. These shares are being issued under BD's existing Form S-3 registration statement and are intended for former employees of CareFusion Corporation and its affiliates. The issuance of these shares is a consequence of BD's previously announced acquisition of CareFusion Corporation, where BD agreed to assume outstanding equity awards. This filing primarily serves a technical purpose, facilitating the formal registration of shares to fulfill obligations related to the CareFusion acquisition. Investors should note that this event does not represent new operational developments or financial performance changes for BD itself, but rather the administrative completion of an integration step from a prior acquisition. The included exhibits provide details on the assumed CareFusion incentive plan and a legal opinion regarding the share registration.
Key Highlights
- 1BD is registering 104,484 shares of its common stock.
- 2The shares are to be issued to former CareFusion Corporation employees and employees of its former affiliates.
- 3This registration is a direct result of BD's acquisition of CareFusion Corporation.
- 4The shares will be issued upon the vesting or exercise of equity awards originally granted under the CareFusion Corporation 2009 Long-Term Incentive Plan.
- 5BD is utilizing its existing Form S-3 registration statement (File No. 333-183059) for this purpose.
- 6The filing includes the CareFusion Corporation 2009 Long-Term Incentive Plan and a legal opinion from BD's General Counsel as exhibits.