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) January 31, 2006
| 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 January 31, 2006, the Board of Directors of BD amended the By-laws of the Company to amend the charters of certain Board Committees and remove the requirement that directors be shareholders of record. A copy of BD’s Amended and Restated By-laws as of January 31, 2006 is filed as Exhibit 3.1 to this report.
ITEM 8.01 OTHER EVENTS.
On January 31, 2006, 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 January 31, 2006. | |
| 99.1 | Press release dated January 31, 2006, 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: February 6, 2006
INDEX TO EXHIBITS
| Exhibit Number |
Description
of Exhibits |
|---|---|
| 3.1 | Amended and Restated By-laws of the Company as of January 31, 2006. |
| 99.1 | Press release dated January 31, 2006, which is filed pursuant to Item 8.01. |