SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)1
MEDI-JECT CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
583 93010
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(CUSIP Number)
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
Page 1 of 8 Pages.
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CUSIP NO. 583 93010 13G PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NO. OF ABOVE PERSONS
BECTON DICKINSON AND COMPANY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
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5 SOLE VOTING POWER
3,046,460 (SEE ITEM 4(C) HEREIN).
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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6 SHARED VOTING POWER
0 (SEE ITEM 4(C) HEREIN).
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7 SOLE DISPOSITIVE POWER
3,046,460 (SEE ITEM 4(C) HEREIN).
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8 SHARED DISPOSITIVE POWER
0 (SEE ITEM 4(C) HEREIN).
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,046,460 SHARES OF COMMON STOCK, INCLUDING 2,284,845 SHARES OF
COMMON STOCK ISSUABLE UPON PRESENTLY EXERCISABLE SECURITIES.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.1%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8 PAGES.
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CUSIP NO. 583 93010 13G PAGE 3 OF 8 PAGES
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ITEM 1.
(A) NAME OF ISSUER.
Medi-Ject Corporation, a corporation organized under the laws
of Minnesota (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 1840
Berkshire Lane, Minneapolis, Minnesota 55441.
ITEM 2.
(A) NAMES OF PERSONS FILING.
This statement is being filed by Becton Dickinson and Company
("REPORTING PERSON").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The principal business office of the Reporting Person is 1
Becton Drive, Franklin Lakes, New Jersey 07417-1880.
(C) CITIZENSHIP.
The Reporting Person is a New Jersey corporation.
(D) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Common Stock, $.01 par
value (the "COMMON STOCK"), of the Issuer.
(E) CUSIP NUMBER.
The CUSIP Number of the Common Stock is 583 93010.
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CUSIP NO. 583 93010 13G PAGE 4 OF 8 PAGES
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(B), OR 13d-2(B),
CHECK WHETHER THE PERSON FILING IS A:
NOT APPLICABLE
(a) |_| Broker or Dealer registered under Section 15 of the
Act
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in Section 3(a)(19)
of the Act
(d) |_| Investment Company registered under Section 8 of
the Investment Company Act
(e) |_| Investment Advisor registered under Section 203 of
the Investment Advisors Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED.
At December 31, 1996, the Reporting Person may be deemed to
have beneficially owned an aggregate of 3,046,460 shares of Common Stock, which
amount consists of (i) 761,615 shares of Common Stock, (ii) 1,904,037 shares of
Common Stock issuable upon the
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CUSIP NO. 583 93010 13G PAGE 5 OF 8 PAGES
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exercise of a presently exercisable warrant (the "WARRANT") and (iii) 380,808
shares of Common Stock issuable upon the exercise of a presently exercisable
option (the "OPTION"). All securities reported herein as being beneficially
owned by the Reporting Person were purchased on January 25, 1996.
(B) PERCENT OF CLASS.
At December 31, 1996, the Reporting Person may be deemed to
have beneficially owned approximately 33.1% of the outstanding shares of Common
Stock (which percentage was calculated based upon 9,210,481 shares of Common
Stock outstanding calculated on the basis of (1) 6,925,636 shares of Common
Stock issued and outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996 as being outstanding
as of November 4, 1996, plus (2) 2,284,845 shares of Common Stock subject to
issuance upon the exercise of the Warrant and the Option).
(C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR
DIRECT THE DISPOSITION OF SECURITIES.
At December 31, 1996, (i) the Reporting Person had the sole
power to vote or direct the vote of, and the sole power to dispose or direct the
disposition of, all 761,615 shares of Common Stock reported herein to be
beneficially owned by the Reporting Person, and (ii) upon exercise thereof, the
Reporting Person will have the sole power to vote or direct the vote of, and the
sole power to dispose or direct the disposition of, all 1,904,037 shares of
Common Stock underlying the Warrant and the Option. The Reporting Person has no
present intent to
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CUSIP NO. 583 93010 13G PAGE 6 OF 8 PAGES
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exercise its voting power in a manner which would change or influence the
control of the Issuer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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CUSIP NO. 583 93010 13G PAGE 7 OF 8 PAGES
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the Issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
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CUSIP NO. 583 93010 13G PAGE 8 OF 8 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BECTON DICKINSON AND COMPANY
Dated: February 7, 1997 By: /s/Raymond P. Ohlmuller
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Raymond P. Ohlmuller
Vice President and Secretary
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