SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-0760120
(State of Incorporation or Organization) (IRS Employer
Identification No.)
One Becton Drive, Franklin Lakes, NJ 07417-1880
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
Preferred Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 28, 1995, the Board of Directors of
Becton, Dickinson and Company (the "Company") declared a
dividend distribution of one Right for each outstanding
share of Common Stock to stockholders of record at the close
of business on the expiration date of the prior Rights
Agreement (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one two-
hundredths of a share of Preferred Stock, Series A, par
value $1.00 per share (the "Preferred Stock") at a Purchase
Price of $270, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and First Chicago
Trust Company of New York, as Rights Agent.
Initially, the Rights will be attached to all
Common Stock certificates representing shares then
outstanding, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earlier of (i)
10 days following a public announcement that a person or
group of affiliate or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), other
than as a result of repurchases of stock by the Company, or
(ii) 10 business days (or such later date as the Board shall
determine) following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates
and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company
reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise
of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the
Distribution Date and will expire at the close of business
on April 25, 2006, unless earlier redeemed or exchanged by
the Company as described below.
As soon as practicable after the Distribution
Date, Rights Certificates will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares
of Common Stock issued prior to the Distribution Date will
be issued with Rights.
In the event that a Person becomes the beneficial
owner of more than 20% of the then outstanding shares of
Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best
interests of the Company and its shareholders), each holder
of a Right will thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value
equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of
either of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth
below.
For example, at an exercise price of $270 per
Right, each Right not owned by an Acquiring Person (or by
certain related parties) following an event set forth in the
preceding paragraph would entitle its holder to purchase
$540 worth of Common Stock (or other consideration, as noted
above) for $270. Assuming that the Common Stock had a per
share value of $671/2 at such time, the holder of each valid
Right would be entitled to purchase 8 shares of Common Stock
for $270.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company
is not the surviving corporation (other than a merger
described in the second preceding paragraph or a merger
which follows an offer described in the second preceding
paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having
a value equal to two times the exercise price of the Right.
The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering
Events."
At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares
and prior to the acquisition by such person or group of 50%
or more of the outstanding Common Shares, the Board of
Directors may exchange the Rights (other than Rights owned
by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock,
or one two-hundredths of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
At any time until ten days following the Stock
Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right
(payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon
the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.01 redemption
price. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the
concurrence of a majority of the Disinterested Directors.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set
forth above.
Any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to
the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the
Board (in certain circumstances with the concurrence of the
Board of Directors) in order to cure any ambiguity, to make
changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
As of March 31, 1996, there were 63,340,201
shares of Common Stock of the Company outstanding and
22,008,845 shares of Common Stock of the Company in the
treasury. As of March 31, 1996, options to purchase
6,838,118 shares of Common Stock were outstanding. Each
share of Common Stock of the Company outstanding at the
close of business on April 25, 1996, will receive one Right.
So long as the Rights are attached to the Common Stock, one
additional Right (as such number may be adjusted pursuant to
the provisions of the Rights Agreement) shall be deemed to
be delivered for each share of Common Stock issued or
transferred by the Company in the future. In addition,
following the Distribution Date and prior to the expiration
or redemption of the Rights, the Company may issue Rights
when it issues Common Stock only if the Board deems it to be
necessary or appropriate, or in connection with the issuance
of shares of Common Stock pursuant to the exercise of stock
options or under employee plans or upon the exercise,
conversion or exchange of certain securities of the Company.
The Rights may have certain anti-takeover effects.
The Rights will cause substantial dilution to a person or
group that attempts to acquire the Company in a manner which
causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being
acquired. The Rights, however, should not affect any
prospective offeror willing to make an offer at a fair price
and otherwise in the best interests of the Company and its
stockholders as determined by a majority of the Directors
who are not affiliated with the person making the offer, or
willing to negotiate with the Board. The Rights should not
interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at
any time until ten days following the Stock Acquisition Date
redeem all but not less than all the then outstanding Rights
at the Redemption Price.
In addition, certain provisions of the Company's
Restated Certificate of Incorporation may have anti-takeover
effects. The Restated Certificate of Incorporation
provides, among other things, for a classified Board and
that a Business Combination (as defined) with a stockholder
holding 10% or more of the Voting Stock (as defined) be
approved by at least 80% of the unaffiliated stockholders
unless such Business Combination is approved by two-thirds
of the Continuing Directors (as defined) or certain minimum
price and other criteria are satisfied.
The Rights Agreement, dated as of November 28,
1995, between the Company and First Chicago Trust Company of
New York, as Rights Agent, specifying the terms of the
Rights and including the exhibits thereto, is attached
hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of November 28, 1995,
between Becton, Dickinson and Company and First
Chicago Trust Company of New York, as Rights
Agent, including the form of Rights Certificate as
Exhibit A and the Summary of Rights to Purchase
Preferred Stock as Exhibit B. Pursuant to the
Rights Agreement, printed Rights Certificates will
not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).
SIGNATURE
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.
Dated: April 22, 1996 Becton, Dickinson and Company
By:/s/ Raymond P. Ohlmuller
___________________________
Name: Raymond P. Ohlmuller
Title: Vice President and
Secretary
EXHIBIT INDEX
Exhibit Description Page
1 Rights Agreement, dated as of November 28, 1995,
between Becton, Dickinson and Company and First
Chicago Trust Company of New York, as Rights
Agent, including the form of Rights Certificate as
Exhibit A and the Summary of Rights to Purchase
Preferred Stock as Exhibit B. Pursuant to the
Rights Agreement, printed Rights Certificates will
not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).