SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007 | COMMISSION FILE NUMBER 1-4802 |
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BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 22-0760120 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 1 Becton Drive | 07417-1880 |
| Franklin Lakes, New Jersey | (Zip code) |
| (Address of principal executive offices) | |
| (201) 847-6800 | |
| (Registrant’s telephone number, including area code) | |
| ____________ | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Name of each exchange on | |
| Title of each class | which registered |
| Common Stock, par value $1.00 | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: | |
| None | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). ¨
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of March 30, 2007, the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately $18,791,822,502.
As of October 31, 2007, 243,899,512 shares of the registrant’s common stock were outstanding.
Documents Incorporated by Reference None.
EXPLANATORY NOTE
On November 23, 2007, Becton, Dickinson and Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “Form 10-K”). This amendment to the Form 10-K is being filed solely to amend the certifications required under Securities and Exchange Commission Rule
13a-14(a) that were included as Exhibit 31 in the Form 10-K. These certifications now include certain language required by Rule 13a-14(a) that was inadvertently omitted from the certifications when filed with the Form 10-K.
Pursuant to the rules of the Securities and Exchange Commission, currently dated certifications required by Section 1350 of Chapter 63 of Title 18 of the U.S. Code are filed as Exhibit 32 to this amendment.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are filed with this Annual Report on Form 10-K/A.
| 31 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Securities and Exchange Commission Rule 13a-14(a) | |
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BECTON, DICKINSON AND COMPANY | |
| By: | /s/ Dean J. Paranicas |
| Dean J. Paranicas | |
| Vice President, Corporate Secretary | |
| and Public Policy | |
Dated: January 30, 2008
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 29th day of January, 2008 by the following persons on behalf of the registrant and in the capacities indicated.
| Name | Capacity | |
| /s/ Edward J. Ludwig | Chairman, President and Chief Executive Officer | |
| (Edward J. Ludwig) | (Principal Executive Officer) | |
| /s/ John R. Considine | Senior Executive Vice President and Chief Financial Officer | |
| (John R. Considine) | (Principal Financial Officer) | |
| /s/ William A. Tozzi | Vice President – Finance | |
| (William A. Tozzi) | (Principal Accounting Officer) | |
| /s/ Basil L. Anderson | Director | |
| (Basil L. Anderson) | ||
| /s/ Henry P. Becton, Jr. | Director | |
| (Henry P. Becton, Jr.) | ||
| /s/ Edward F. DeGraan | Director | |
| (Edward F. DeGraan) | ||
| /s/ Claire M. Fraser-Liggett | Director | |
| (Claire M. Fraser-Liggett) | ||
| /s/ Marshall O. Larsen | Director | |
| (Marshall O. Larsen) | ||
| /s/ Adel A.F. Mahmoud | Director | |
| (Adel A.F. Mahmoud) | ||
| /s/ Gary A. Mecklenburg | Director | |
| (Gary A. Mecklenburg) | ||
| /s/ Cathy E. Minehan | Director | |
| (Cathy E. Minehan) | ||
| /s/ James F. Orr | Director | |
| (James F. Orr) | ||
| /s/ Willard J. Overlock, Jr. | Director | |
| (Willard J. Overlock, Jr.) | ||
| /s/ James E. Perrella | Director | |
| (James E. Perrella) | ||
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| /s/ Bertram L. Scott | Director | |
| (Bertram L. Scott) | ||
| /s/ Alfred Sommer | Director | |
| (Alfred Sommer) | ||
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EXHIBIT INDEX
| 31 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Securities and Exchange Commission Rule 13a-14(a) | |
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code | |
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