Confidential Treatment Requested by Berra Newco, Inc.
pursuant to 17 C.F.R. Section 200.83
As confidentially submitted to the Securities and Exchange Commission on September 3, 2021.
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Berra Newco, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 87-1583942 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |
1, Becton Drive, Franklin Lakes, New Jersey | 07417-1880 | |
| (Address of principal executive offices) | (Zip code) | |
(201) 847-6800
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Common Stock |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Confidential Treatment Requested by Berra Newco, Inc.
pursuant to 17 C.F.R. Section 200.83
BERRA NEWCO, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “The Separation and Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Selected Historical Combined Financial Data of the Diabetes Care Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the section of the information statement entitled “Business.” That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those sections are incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis” and “Executive Compensation.” Those sections are incorporated herein by reference.
Confidential Treatment Requested by Berra Newco, Inc.
pursuant to 17 C.F.R. Section 200.83
| Item 7. | Certain Relationships and Related Transactions. |
The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
| Item 9. | Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Capitalization,” “The Separation and Distribution,” and “Description of Newco Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the sections of the information statement entitled “Description of Material Indebtedness” and “Description of Newco Capital Stock—Sale of Unregistered Securities.” Those sections are incorporated herein by reference.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of Newco Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Newco Capital Stock—Charter and Bylaw Provisions.” That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 15. | Financial Statements and Exhibits. |
(a) Financial Statements and Schedule
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
Confidential Treatment Requested by Berra Newco, Inc.
pursuant to 17 C.F.R. Section 200.83
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Berra Newco, Inc.* | |
| 3.2 | Form of Amended and Restated Bylaws of Berra Newco, Inc.* | |
| 10.1 | Form of Transition Services Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 10.2 | Form of Tax Matters Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 10.3 | Form of Employee Matters Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 10.4 | Form of Berra Newco, Inc. Stock Incentive Plan* | |
| 10.5 | Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant (with tax reimbursement provisions)* | |
| 10.6 | Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant (without tax reimbursement provisions)* | |
| 10.7 | Form of Cannula Supply Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 10.8 | Form of Contract Manufacturing Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc. (for Dun Laoghaire, Ireland, and Suzhou, China)* | |
| 10.9 | Form of Contract Manufacturing Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc. (for Drogheda, Ireland)* | |
| 10.10 | Form of Contract Manufacturing Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc. (for BD SafetyGlide™ products)* | |
| 10.11 | Form of Lease Agreement for Holdrege, Nebraska* | |
| 10.12 | Form of Intellectual Property Matters Agreement by and between Becton, Dickinson and Company and Berra Newco, Inc.* | |
| 21.1 | List of Subsidiaries of Berra Newco, Inc.* | |
| 99.1 | Information Statement of Berra Newco, Inc., preliminary and subject to completion, dated July 15, 2021 | |
| * | To be filed by amendment. |
Confidential Treatment Requested by Berra Newco, Inc.
pursuant to 17 C.F.R. Section 200.83
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
BERRA NEWCO, INC. | ||||
| By: | ||||
Name: | Devdatt (Dev) Kurdikar | |||
Title: | President and Chief Executive Officer | |||
Date: , 2021
