UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 23, 2004
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BECTON, DICKINSON AND COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
001-4802 22-0760120
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(Commission File Number) (IRS Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of Principal Executive Offices) (Zip Code)
(201) 847-6800
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(Registrant's Telephone Number, Including Area Code
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 23, 2004, members of BD's management were granted certain
equity-based compensation awards, the terms of which are attached hereto as
Exhibit A.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On November 23, 2004, Gary A. Mecklenburg was elected to the BD Board of
Directors. Mr. Mecklenburg has been appointed to the Audit Committee and
the Corporate Governance and Nominating Committee of the Board.
Mr. Mecklenburg is the President and Chief Executive Officer of Northwestern
Memorial HealthCare in Chicago, Illinois. During BD's 2004 fiscal year, sales of
BD to Northwestern Memorial HealthCare were approximately $2.2 million.
Item 7.01 Regulation FD Disclosures.
On November 23, 2004, BD issued a press release announcing an increase in BD's
quarterly dividend and the authorization of a share repurchase program. A copy
of the press release is furnished as Exhibit B hereto.
Item 9.01 Financial Statements and Exhibits.
Exhibit A Terms of Awards under 2004 Employee and Director Equity-Based
Compensation Plan.
Exhibit B Press release dated November 23, 2004, furnished pursuant
to Item 7.01.
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
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Dean J. Paranicas
Vice President, Corporate
Secretary and Public Policy
Date: November 23, 2004
INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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99.1 Press release dated November 23, 2004