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.