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) October 4, 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 2.02 Results of Operations and Financial Condition.
On October 4, 2004, Becton, Dickinson and Company ("BD") issued a press release
announcing that its Board of Directors had approved a plan to sell BD's Clontech
operation. A copy of the press release is furnished as Exhibit 99.1 to this
report.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On September 30, 2004, the Board of Directors of BD approved a plan to sell BD's
Clontech operation, a unit of the BD Biosciences segment. The plan to divest
Clontech is a result of BD Bioscience's decision to focus its strategy on cell
analysis, discovery labware and its new platforms of imaging and in vitro drug
metabolism/toxicity testing. BD expects to complete the divestiture of Clontech
in the second quarter of BD's 2005 fiscal year. Goldman Sachs & Company is
acting as BD's financial advisor in connection with the planned sale.
BD estimates that it will record a pre-tax loss in its 2004 fiscal fourth
quarter of approximately $125 million ($115 million after-tax), or approximately
$0.44 per share, in connection with the planned sale. This charge, other than
for certain immaterial cash costs of approximately $2 million, consists of
non-cash charges relating to the write down of the business' assets (primarily
intangible assets) to fair value.
The above estimates of the charges to be incurred in connection with the planned
sale of Clontech are based upon current expectations of BD and involve a number
of risks and uncertainties. Actual charges could vary materially from BD's
estimates. Factors that could cause actual results to vary materially from BD's
estimates include, but are not limited to, BD's ability to successfully complete
the proposed divestiture within the expected timeframe, and the structure of any
transaction involving a divestiture of Clontech and the purchase price and other
terms relating thereto. BD does not intend to update any forward-looking
statements contained herein to reflect events or circumstances after the date
hereof, except as required by applicable laws or regulations.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press release dated October 4, 2004, which is furnished pursuant
to Item 2.02.
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: October 4, 2004
INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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99.1 Press release dated October 4, 2004, which is furnished
pursuant to Item 2.02.