Summary
Becton, Dickinson and Company (BD) has filed an 8-K report primarily related to the registration of shares of its common stock. This filing details the registration of 420,867 "Bard Shares" and 20,408 "CareFusion Shares" under a new Form S-3 registration statement. These shares are being issued to former employees of C. R. Bard, Inc. and CareFusion Corporation, respectively, as a result of BD's prior acquisitions of these companies. The shares are issuable upon the exercise or vesting of certain equity awards that BD assumed. This action is a procedural step to ensure compliance with securities regulations regarding the issuance of stock to these former employees.
Key Highlights
- 1BD is registering 420,867 shares of common stock to be issued to former C. R. Bard, Inc. employees.
- 2BD is also registering 20,408 shares of common stock to be issued to former CareFusion Corporation employees.
- 3These shares are being issued as a substitute for outstanding equity awards assumed by BD from Bard and CareFusion.
- 4The shares are issuable upon the exercise of stock appreciation rights (for Bard shares) and vesting/exercise of equity awards (for CareFusion shares).
- 5The shares are being registered under BD's new Form S-3 registration statement (File No. 333-224464).
- 6This filing includes legal opinions from BD's Senior Vice President, Corporate Secretary and Associate General Counsel regarding the legality of these share issuances.
Frequently Asked Questions
The primary purpose of this 8-K filing is to inform investors that Becton, Dickinson and Company (BD) is formally registering shares of its common stock that will be issued to former employees of recently acquired companies, C. R. Bard, Inc. and CareFusion Corporation.
These shares are being issued as a fulfillment of BD's commitment to substitute outstanding equity awards previously granted by Bard and CareFusion to their respective employees. The shares are issued upon the exercise or vesting of these assumed awards.
No, this filing does not indicate a new acquisition or a significant change in BD's ongoing operations. It is a procedural regulatory filing related to the ongoing integration of the C. R. Bard and CareFusion acquisitions, specifically addressing the issuance of shares to former employees as part of those transactions.
Registering these shares is a necessary legal and regulatory step to allow for their issuance. The actual financial impact occurs when these shares are issued and outstanding, reflecting the company's obligation to former employees. This filing itself does not have an immediate direct financial impact beyond compliance costs.