UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANTTO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported) July 26, 2005
| BECTON, DICKINSON AND COMPANY |
|---|
| (Exact Name of Registrant as Specified in Its Charter) |
| New Jersey |
|---|
| (State or Other Jurisdiction of Incorporation) |
| 001-4802 | 22-0760120 |
|---|---|
|
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
| 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) |
| N/A |
|---|
| (Former Name or Former Address, if Changed Since Last Report) |
o Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.
On July 26, 2005, the Board of Directors of BD amended the By-laws of the Company to reflect amendments to the charters of certain Board Committees. A copy of BD’s Amended and Restated By-laws as of July 26, 2005 is filed as Exhibit 3.1 to this report.
ITEM 8.01 OTHER EVENTS.
On July 26, 2005, BD issued a press release announcing the declaration of a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (c) | Exhibits. | |
| 3.1 | By-laws of BD, as amended and restated as of July 26, 2005. | |
| 99.1 | Press release dated July 26, 2005, which is filed pursuant to Item 8.01. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BECTON, DICKINSON AND COMPANY (Registrant) | |
| By: /s/ Dean J. Paranicas | |
| Dean J. Paranicas Vice President, Corporate Secretary and Public Policy |
Date: July 26, 2005
INDEX TO EXHIBITS
| Exhibit Number |
Description
of Exhibits |
|---|---|
| 3.1 | Amended and Restated By-laws of the Company as of July 26, 2005. |
| 99.1 | Press release dated July 26, 2005, which is filed pursuant to Item 8.01. |