8-KOther EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Corporate Update (Jul 31, 2015)

Filed July 31, 2015For Securities:BDX

Summary

This Form 8-K filing by Becton, Dickinson and Company (BDX) on July 31, 2015, primarily relates to the registration of shares of common stock. Specifically, BD is registering 64,416 shares to be issued to former employees of CareFusion Corporation and its affiliates upon the vesting or exercise of equity awards. These awards were assumed by BD as part of its acquisition of CareFusion. This action is a procedural step to ensure the proper issuance of stock related to the integration of CareFusion. Investors should note that this filing is not announcing new financial results or significant operational changes, but rather addresses the administrative and legal aspects of fulfilling equity compensation obligations stemming from a prior acquisition.

Key Highlights

  • 1BDX is registering 64,416 shares of its common stock for issuance.
  • 2These shares are designated for former CareFusion Corporation employees and employees of its former affiliates.
  • 3The shares will be issued upon the vesting or exercise of equity awards granted under the CareFusion Corporation 2009 Long-Term Incentive Plan.
  • 4BD assumed these equity awards as part of the acquisition of CareFusion.
  • 5The registration is being done under a new Form S-3 registration statement filed on July 31, 2015.
  • 6The filing includes referenced exhibits such as the CareFusion Corporation 2009 Long-Term Incentive Plan and a legal opinion from BD's General Counsel.
  • 7This event is primarily an administrative action related to the integration of the CareFusion acquisition.

Frequently Asked Questions

The main purpose of this filing is to register shares of Becton Dickinson's common stock that will be issued to former employees of CareFusion Corporation and its affiliates as a result of assumed equity awards from the CareFusion acquisition.

BDX is registering 64,416 shares of its common stock. These shares are intended for former employees of CareFusion Corporation and certain former affiliates of CareFusion Corporation.

No, this filing does not report new financial results or announce significant changes in business strategy. It is primarily an administrative and legal update related to the issuance of stock compensation tied to the acquisition of CareFusion.

The CareFusion Corporation 2009 Long-Term Incentive Plan is the framework under which the equity awards were originally granted to CareFusion employees. BDX assumed these awards as part of the acquisition, and this plan governs the terms under which the shares are now being registered for issuance.