What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to update Becton, Dickinson and Company's (BDX) registration statement with the SEC. The company is registering a specific number of shares of its common stock that are intended to be issued to former employees of acquired companies (C. R. Bard and CareFusion) as part of their compensation obligations stemming from those acquisitions.

Why are these shares being registered now?

These shares are being registered under a new Form S-3 registration statement because the previous registration statement under which these shares were initially covered had expired. This filing ensures that BD has an active and valid registration for the issuance of these shares.

Who will receive these newly registered shares?

The shares will be issued to certain former employees of C. R. Bard, Inc. and CareFusion Corporation, as well as employees of certain former affiliates of these companies. These issuances are in fulfillment of stock-settled stock appreciation rights and equity awards that BD assumed in connection with its acquisitions of Bard and CareFusion.

Does this filing indicate any new acquisitions or significant financial events?

No, this filing does not indicate any new acquisitions or significant new financial events. It is an administrative filing related to fulfilling existing obligations from past acquisitions of C. R. Bard and CareFusion by registering shares that are due to be issued to former employees of these acquired entities.

BDX 8-K SEC Disclosure

Summary

Becton, Dickinson and Company (BDX) filed an 8-K on May 5, 2021, primarily to update its stock registration statement. The company is registering a total of 70,902 shares of its common stock. This includes 68,754 'Bard Shares' to be issued to former employees of C. R. Bard, Inc. in connection with BD's acquisition of Bard, and 2,148 'CareFusion Shares' to be issued to former employees of CareFusion Corporation, also related to a prior acquisition. These shares are being registered under a new Form S-3 registration statement, as the previous one expired. The issuance of these shares is tied to the settlement of stock appreciation rights and the vesting/exercise of equity awards assumed by BD from these acquisitions. While this filing is administrative, it confirms BD's ongoing commitment to fulfilling its obligations stemming from past strategic acquisitions, which is important for understanding its capital structure and employee compensation related to these integrations.

Key Highlights

1BDX is registering 70,902 shares of its common stock for issuance.
2The majority of shares (68,754) are designated as 'Bard Shares' for former C. R. Bard employees.
3A smaller portion (2,148) are 'CareFusion Shares' for former CareFusion employees.
4These shares are being registered under a new Form S-3 registration statement due to the expiration of a previous one.
5The issuance is linked to stock-settled stock appreciation rights and equity awards assumed from past acquisitions (Bard and CareFusion).
6Legal opinions from BD's Senior Vice President, Corporate Secretary and Associate General Counsel regarding the shares are included as exhibits.

BECTON DICKINSON & CO 8-K Report, Corporate Update (May 6, 2021)

Summary

Key Highlights

Frequently Asked Questions