Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 5.03 below is incorporated herein by reference. The Preferred Shares (defined below) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information below relates to the anticipated upcoming consummation of the distribution (the “Distribution”) by Becton, Dickinson and Company (the “Company”) of all of the outstanding shares of common stock, par value $0.01 per share, of Augusta SpinCo Corporation (the “SpinCo Common Stock”), which was formed to hold BD’s Biosciences and Diagnostic Solutions business, in connection with the Company’s announced combination of Augusta SpinCo Corporation with Waters Corporation in a Reverse Morris Trust transaction (the “RMT Transaction”).
On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (“Series D Preferred Stock”). The Certificate of Designation was adopted by resolution of the Company’s Board of Directors pursuant to the Restated Certificate of Incorporation of the Company, as amended (the “Charter”), which vests in the Company’s Board of Directors the authority to provide for the authorization and issuance of one or more series of preferred stock of the Company within the limitations and restrictions set forth in the Charter.
On February 2, 2026, the Company entered into an exchange agreement with each of (i) the Trust under the Becton, Dickinson and Company 1996 Directors’ Deferral Plan and (ii) Becton, Dickinson and Company Salary and Bonus Deferral Plan Trust for the BD Deferred Compensation and Retirement Benefit Restoration Plan (collectively, the “Exchange Parties”), pursuant to which the Company issued to each Exchange Party one share of Series D Preferred Stock (“Preferred Shares”) in exchange for each 10,000 shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) held by such Exchange Party (the “Exchange”). The Company issued an aggregate of 27.5159 Preferred Shares to the Exchange Parties in the Exchange. The Exchange is intended to ensure that the Exchange Parties do not receive shares of SpinCo Common Stock in the Distribution.
The Preferred Shares are redeemable, at the option of the Company, for shares of Company Common Stock at the redemption rate set forth in the Certificate of Designation. If the Company completes the distribution of SpinCo Common Stock pursuant to the RMT Transaction, then the Preferred Shares will automatically be redeemed by the Company for shares of Company Common Stock, at the redemption rate set forth in the Certificate of Designation. The Preferred Shares have such other powers, privileges, preferences and relative participation, optional or other rights, and the qualifications, limitations or restrictions thereof, as are set forth in the Certificate of Designation. The Certificate of Designation is attached hereto as Exhibit 3.1, and is incorporated herein by reference, and the foregoing summary of the Certificate of Designation and the Preferred Shares is qualified in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
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| 3.1 |
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Certificate of Designation of Series D Junior Participating Redeemable Preferred Stock. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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