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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) March 28, 2000
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BECTON, DICKINSON AND COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 001-4802 22-0760120
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(State or other juris- (Commission (IRS Employer Iden-
diction of incorporation) File Number) tification Number)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 847-6800
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N/A
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(Former name or former addresses if changed since last report.)
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Item 7. Exhibits
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The Registrant is filing herewith the exhibit referenced in the
Index of Exhibit annexed hereto and made a part hereof.
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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/ Michelle L. Sandri
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Michelle L. Sandri
Assistant Secretary
Date: April 21, 2000
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INDEX TO EXHIBIT
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Exhibit
Number Description of Exhibit
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3(b) By-Laws as Amended and Restated on March 28, 2000.
99 Press release dated April 18,2000.
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BY-LAWS
of
BECTON, DICKINSON AND COMPANY
A New Jersey Corporation
as Amended and Restated March 28, 2000
ARTICLE I
Offices
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The registered office of Becton, Dickinson and Company ("Company")
shall be in the Borough of Paramus, County of Bergen, State of New Jersey or
such other place within or without the State of New Jersey as the Board of
Directors may designate. The Company may also establish and have such other
offices within or without the State of New Jersey, as the Board of Directors may
designate or its business may require.
ARTICLE II
Meetings of Shareholders
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SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at
the registered office of the Company in New Jersey, or at such other place,
within or without the State of New Jersey, as may be designated by the Board of
Directors and stated in the notice of the meeting.
SECTION 2. A. ANNUAL MEETINGS. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may be
related to the purposes set forth in the notice of the meeting shall be held at
such time as may be fixed by the Board of Directors.
B. SPECIAL MEETING FOR ELECTION OF DIRECTORS. If the annual meeting of
shareholders is not held on the date designated, the Board of Directors may call
a special meeting of the shareholders for the election of directors and the
transaction of other business.
C. SPECIAL MEETINGS. Special meetings of the shareholders may be called by
the Board of Directors or by the Chairman of the Board or by the President, and
shall be called by the Chairman of the Board or by the President upon written
request of a majority of the Directors then in office, which request shall state
the time, place and purpose of the meeting.
D. ADVANCE NOTICE OF NOMINATIONS AND BUSINESS TO BE TRANSACTED AT ANNUAL
MEETINGS OF SHAREHOLDERS. No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought
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before the annual meeting by any shareholder of the Company (i) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 2.D. and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 2.D.
In addition to any other applicable requirements, for nominations of
persons for election to the Board of Directors or for other business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Company.
To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Company not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided however, that in
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the event that the annual meeting is called for on a date that is not within 30
days before or after such anniversary date, notice by the shareholder in order
to be timely must be so received not earlier than the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.
In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of shareholder's notice as described
above.
Notwithstanding anything in the first sentence of the preceding
paragraph to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no notice or public
disclosure by the Company naming all of the nominees for director or specifying
the size of the increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 2.D. shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the Company
not later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made.
To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
and Rule 14a-11 thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected), (b) as to each matter such shareholder proposes to bring before the
annual meeting, a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (c) the name and record address of such shareholder, (d) the class or
series and number of shares of capital stock of the Company that are owned
beneficially or of record by such
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shareholder, (e) a description of all arrangements or understandings between
such shareholder and any other person or persons (including their names) in
connection with such nomination or proposal of such business by such shareholder
and any material interest of such shareholder in such business and (f) a
representation that such shareholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2.D; provided, however, that, once business
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has been properly brought before the annual meeting in accordance with such
procedures, nothing in Section 2.D. shall be deemed to preclude discussion by
any shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
SECTION 3. QUORUM. The presence, in person or by proxy, of the holders of
shares representing a majority of the votes entitled to be cast at a meeting
shall constitute a quorum. The shareholders present in person or by proxy at a
duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum not be present or represented at any meeting, the Chairman
of the meeting or a majority of the shareholders present in person, or by proxy,
shall have power to adjourn the meeting without notice until the required voting
shares shall be represented. At such adjourned meeting with the requisite amount
of voting shares represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
SECTION 4. NOTICE OF MEETINGS. A written notice of each annual or special
meeting of the shareholders of the Company, signed by the Chairman of the Board
or the President or the Secretary, which shall state the time, place and purpose
of such meeting, shall be delivered personally or mailed, not less than 10 days
nor more than 60 days before the date of any such meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, the notice shall be
directed to the shareholder at his address as it appears on the records of the
stock transfer agent. Any shareholder, in person or by proxy, may at any time by
a duly signed statement in writing to that effect, waive any statutory or other
notice of any meeting, whether such statement be signed before or after such
meeting.
SECTION 5. VOTING. At all meetings of the shareholders, each holder of
common stock having the right to vote, and present at the meeting in person or
by proxy, shall be entitled to one vote for each full share of common stock of
the Company entitled to vote and registered in his name. Each holder of
preferred stock of any series shall have such voting powers, if any, as the
Board of Directors shall have fixed by resolution prior to the issuance of any
shares of such series. Whenever any action is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of
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the shareholders by the holders of shares entitled to vote, unless a greater
plurality is required by law or the Certificate of Incorporation.
SECTION 6. PROXIES. Any shareholder of record entitled to vote may be
represented at any annual or special meeting of the shareholders by a duly
appointed proxy. All proxies shall be written and properly signed, but shall
require no other attestation, and shall be filed with the Secretary of the
meeting before being voted.
SECTION 7. ORGANIZATION. The Chairman of the Board, or in the absence of
the Chairman of the Board, the Vice Chairman or the President, shall act as
chairman of the meeting at all meetings of the shareholders. The Secretary, or
in his absence one of the Assistant Secretaries, shall act as secretary of the
meeting. In case none of the officers above designated to act as Chairman or
Secretary of the meeting shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a vote of the shareholders.
SECTION 8. ORDER OF BUSINESS. The order of business at all meetings of the
shareholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a vote of the shareholders.
SECTION 9. RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that the
Corporation may determine the shareholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in New Jersey,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action. Nothing in this
Article II, Section 9 shall require the Board of Directors to take any action
with respect to any proposed action or other proposal for which consent is
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sought other than to fix a record date as provided for herein; and the fixing of
any such record date shall not be deemed to be an action taken by the Board of
Directors with respect to any such proposed action or other proposal for which
consent is sought for any other purpose.
SECTION 10. INSPECTORS OF WRITTEN CONSENT. In the event of the delivery, in
the manner provided by Article II, Section 9, to the Company of the requisite
written consent or consents to take corporate action and/or any related
revocation or revocations, the Company shall engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Company that the consents delivered to the
Company in accordance with Article II, Section 9 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any shareholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
SECTION 11. EFFECTIVENESS OF WRITTEN CONSENT. Every written consent shall
bear the date of signature of each shareholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Article II, Section 9, a written consent or consents signed by a
sufficient number of holders to take such action are delivered to the Company in
the manner prescribed in Article II, Section 9.
ARTICLE III
Directors
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SECTION 1. QUALIFICATIONS. Each Director shall be at least 21 years of age,
a shareholder of record of the Company, and shall be elected in the manner
provided by these By-Laws.
SECTION 2. DUTIES AND POWERS. The Board of Directors shall control and
manage the business and affairs of the Company, and shall exercise all powers of
the Company and perform all acts which are not required to be exercised or
performed by the shareholders. The Directors may adopt such rules and
regulations for the conduct of their meetings and the management of the Company
as they may deem proper.
SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors shall be
held at the principal office of the Company or at such other place within or
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without the State of New Jersey, as the Chairman of the Board or the Board may
designate.
SECTION 4. TELEPHONE MEETINGS. Any or all Directors may participate in a
meeting of the Board or a committee of the Board by means of conference
telephone or any means of communication by which all persons participating in
the meeting are able to hear each other.
SECTION 5. NOTICE OF MEETINGS. There shall be an annual meeting of the
Board of Directors held without notice immediately following the annual meeting
of shareholders, or as soon thereafter as convenient, at the same place as the
annual meeting of shareholders unless some other location is designated by the
Chairman of the Board or by the President. Regular meetings, without notice, may
be held at such time and place as the Board of Directors may designate. The
Chairman of the Board or the President may call any special meeting of the Board
of Directors, and shall do so whenever requested in writing by at least
one-third of the Directors. Notice of each special meeting shall be mailed to
each director at least four days before the date on which the meeting is to be
held, or be telephoned or sent to each Director by telegraph, telex, TWX, cable,
wireless or similar means of communication, or be delivered in person, not later
than the day before the date on which such meeting is to be held. The Board of
Directors may meet to transact business at any time and place without notice,
provided that each director shall be present, or that any Director or Directors
not present shall waive notice in writing, either before or after such meeting.
The attendance of any Director at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Notice of an adjourned meeting need
not be given if the time and place are fixed at the meeting adjourning and if
the period of adjournment does not exceed 10 days in any one adjournment.
SECTION 6. QUORUM. A majority of the Directors then in office shall
constitute a quorum for the transaction of business, but the Director or
Directors present, if less than a quorum, may adjourn any meeting from time to
time until such quorum shall be present. All questions coming before the Board
of Directors shall be determined and decided by a majority vote of the Directors
present, unless the vote of a greater number is required by statute, the
Certificate of Incorporation or these By-Laws.
SECTION 7. ACTION WITHOUT A MEETING. The Board of Directors may act without
a meeting if, prior or subsequent to such action, each Director shall consent in
writing to such action. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors.
SECTION 8. COMPENSATION OF DIRECTORS. The Board may, by the affirmative
vote of a majority of the Directors then in office, fix reasonable fees or
compensation of the Directors for services to the Company, including attendance
at meetings of the Board of Directors or Committees of the Board. Nothing herein
contained shall be construed to preclude any Director from serving the Company
in any
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other capacity and receiving compensation therefor. Each Director shall be
entitled to receive reimbursement for reasonable expenses incurred in the
performance of his duties.
ARTICLE IV
Committees
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SECTION 1. HOW CONSTITUTED AND POWERS. The Board of Directors, by
resolution of a majority of the Directors then in office, shall appoint from
among its members the committees enumerated in the By-laws and may appoint one
or more other committees. The Board shall designate one member of each committee
its chairman. To the extent provided in the By-law or any resolution conferring
or limiting its powers each committee shall have and may exercise all the
authority of the Board, except that no committee shall:
(a) make, alter, or repeal any By-law of the Company;
(b) elect, appoint or remove any Director, or elect, appoint or remove any
corporate officer;
(c) submit to shareholders any action that requires approval of
shareholders;
(d) amend or repeal any resolution adopted by the Board of Directors which
by its terms is amendable or repealable only by the Board;
(e) act on matters assigned to other committees appointed by the Board of
Directors;
(f) declare or pay any dividends or issue any additional shares of
authorized and unissued capital stock; or
(g) create, dissolve or fill any vacancy on any committee appointed by the
Board of Directors.
The Board, by resolution of a majority of the Directors then in office may fill
any vacancy in any committee; appoint one or more alternate members of any
committee to act in the absence or disability of members of such committees with
all the powers of such absent or disabled members; or remove any director from
membership on any committee.
SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee shall consist of
not less than 3 members. During the intervals between meetings of the Board of
Directors and subject to Section 1 of this Article, the Executive Committee
shall possess and may exercise all the powers and authority of the Board of
Directors in the control and management of the business and affairs of the
Company.
SECTION 3. FINANCE AND INVESTMENT COMMITTEE. The Finance and Investment
Committee shall consist of not less than four members. Based upon periodic
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reports and recommendations of management, the Finance and Investment Committee
shall regularly review the financial and accounting affairs of the Company and
shall:
(i) monitor the Company's financial structure and recommend to the
Board appropriate debt or equity financing to meet the Company's
long-term objectives;
(ii) review and approve the Company's dividend policy and recommend to
the Board appropriate dividend action;
iii) review and approve financial plans, capital expenditure budgets
and capital expenditures (including leases) that on an individual
basis exceed $10 million and that are not included in the capital
expenditure budget;
(iv) review and approve purchases and dispositions of real property;
provided, that notwithstanding the foregoing or anything
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contained in clause (iii) above to the contrary, any two executive
officers of the Company acting together shall have the power,
without the need for any approval of the Finance and Investment
Committee or the Board, to approve, execute and effect from time
to time (A) acquisitions of real property that on an individual
basis have purchase prices of up to and including $25 million, and
(B) dispositions of real property that on an individual basis have
sale prices of up to and including $25 million and do not result
in a pre-tax loss of $5 million or more on the consolidated books
of the Company;
(v) review and recommend appropriate Board action with respect to
acquisitions and divestitures of assets (including, without
limitation, stock and other equity interests in corporations,
partnerships or other entities and intellectual property rights,
but excluding individual purchases and dispositions of real
property and acquisitions of assets approved pursuant to clause
(iii) above) that, individually or in the aggregate, in one or
more of a series of related transactions, have a purchase or sale
price, as applicable, equal to or greater than $10 million;
(vi) review and approve (A) the establishment of a subsidiary in a
country in which the Company has no other subsidiary if the
operation of such subsidiary would involve an investment of more
than $2.5 million, (B) the dissolution of a subsidiary that would
result in a pre-tax loss of $5 million or more on the consolidated
books of the Company, (C) the establishment of a subsidiary in a
country in which the Company has an existing subsidiary if the
operation of such new subsidiary would involve an investment of
more than $25 million, and (D) any change in capital of a
subsidiary that exceeds $25 million or that would result in a
pre-tax charge of $5 million or more on the consolidated books of
the Company;
(vii) (a) periodically review actual results versus original estimates
for acquisitions and/or capital expenditures approved five years
earlier in
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individual amounts of $10 million or greater and (b) review on a
quarterly basis, pursuant to guidelines established from time to
time by this Committee, (i) actions taken by management during
the prior three-month period without specific Board or Committee
approval, pursuant to the delegations of authority set forth in
sub-paragraphs (iv), (v) and (vi) above, (ii) any notable changes
or deviations in financial condition, and (iii) the Company's
foreign exchange exposure and its management thereof; and
(viii) periodically undertake a comprehensive review of the Company's
risk management strategy.
The Finance and Investment Committee also shall (i) act as fiduciary of the
Company's employee benefit plans in the United States and Puerto Rico which
require funding, and (ii) be responsible for the selection of fund managers and
trustees, the establishment and implementation of funding and investment
policies and guidelines, and for the fiscal management and control of all such
plans of the Company and its subsidiaries in the United States and Puerto Rico.
SECTION 4. AUDIT COMMITTEE. The Audit Committee shall consist of not less
than 3 members, none of whom are officers or employees of the Company or any
subsidiary, and a majority of whom are not former officers of the Company or any
subsidiary.
The Audit Committee shall (i) recommend to the Board of Directors each year
a firm of independent accountants to be the auditors of the Company for the
ensuing fiscal year; (ii) review and discuss with the auditors and report to the
Board of Directors thereon, prior to the annual meeting of shareholders, the
plan and results of the annual audit of the Company; (iii) review and discuss
with the auditors their independence, fees, functions and responsibilities, the
internal auditing, control, and accounting systems of the Company and other
related matters as the Committee from time to time deems necessary or desirable;
and (iv) direct and supervise investigations into matters within the scope of
its duties.
SECTION 5. COMPENSATION AND BENEFITS COMMITTEE. The Compensation and
Benefits Committee (the "Committee") shall consist of not less than three
members, all of whom are to be "nonemployee directors" within the meaning of
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.
The Compensation and Benefits Committee shall: (i) review annually the
overall compensation program for the Company's corporate officers, including the
executive officers; (ii) approve the compensation of the executive officers,
including, but not limited to, regular or periodic compensation and additional
or year-end compensation; (iii) review and approve all consulting or employment
contracts of the Company or of any subsidiary with any corporate officer,
including any executive officer, or with any
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Director, provided, that any such contract with any Director must also be
approved by the Board of Directors; (iv) serve as the granting and
administrative committee for the Company's stock option and stock award plans;
and (v) perform such other duties as may from time to time be assigned by the
Board of Directors with respect to executive compensation.
In addition, the Committee shall: (i) oversee the administration of
employee benefits and benefit plans for the Company and its subsidiaries; (ii)
review and approve, or recommend to the Board, new benefits or changes in
existing benefits; and (iii) appoint from among the management of the Company
committees to administer such employee benefits and benefit plans.
SECTION 6. CORPORATE RESPONSIBILITY COMMITTEE. The Corporate Responsibility
Committee shall review the Company's policies and procedures affecting its role
as a responsible corporate citizen, including, but not limited to, those
relating to issues such as equal employment opportunity and community relations,
to health, safety and environmental matters, and to proper business practices.
SECTION 7. CORPORATE GOVERNANCE COMMITTEE. The Corporate Governance
Committee shall consist of not less than four members and shall be responsible
for monitoring, considering and making recommendations to the Board in its areas
of responsibility, which are:
(i) To recommend to the Board candidates for election as directors at
the annual meeting of shareholders or to fill vacancies on the
Board;
(ii) To make recommendations concerning the composition, organization
and functions of the Board and the performance, qualifications,
conduct, including memberships on other boards, and compensation of
directors;
(iii) To monitor and consider the Company's corporate governance and
board practices and develop and periodically review a Statement of
Corporate Governance Principles for the Company;
(iv) To monitor and recommend the functions and charters of the various
committees of the Board;
(v) To make recommendations on the structure of Board meetings;
(vi) To recommend matters for consideration by the Board;
(vii) To review periodically the Company's shareholder rights plan; and
(viii) To review periodically the Company's by-laws and certificate of
incorporation;
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provided, however, that any director who is, or at any time in the prior two
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years was, an officer or employee of the Company or of any subsidiary of the
Company, shall recuse him- or herself from all determinations regarding the
nomination of candidates for election to the Board and the compensation of
directors.
SECTION 8. MEETINGS AND PROCEDURES. Each committee may make its own rules
of procedure and shall meet as provided by such rules or by resolution of the
Board of Directors, and shall also meet at the call of the chairman of the
committee, the Chairman of the Board, the President, or a majority of the
members of the committee.
A majority of the members of a committee shall constitute a quorum. The
affirmative vote of a majority of all of the members shall be necessary for the
adoption of a resolution or to approve any matter within the scope of the
authority of a committee. Minutes of the proceedings of a committee shall be
recorded in a book provided for that purpose and filed with the Secretary of the
Company. A committee may act without a meeting if, prior or subsequent to such
action, each member shall consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
committee.
Action taken by a committee, with or without a meeting, shall be reported
to the Board of Directors at its next regular meeting following such committee
action; except that, when the meeting of the Board is held within 2 days after
the committee action, such report, if not made at the first meeting, shall be
made to the Board at its second meeting following such action.
ARTICLE V
Officers
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SECTION 1. ENUMERATION, APPOINTMENT AND REMOVAL. The corporate officers of
the Company shall be a Chairman of the Board, a Vice Chairman of the Board, a
President, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Sector Presidents, one or more Group Presidents, one or
more Vice Presidents, a Controller, a Treasurer, a Secretary and such other
corporate officers (including assistant corporate officers) as the Board of
Directors may deem necessary or desirable for the transaction of the business of
the Company. In its discretion, the Board of Directors may leave unfilled any
office except those of the President, Treasurer, and Secretary, and should any
vacancy occur among said officers by death, resignation or otherwise, the same
shall be filled at the next regular meeting of the Board of Directors or at a
special meeting. Any two or more offices may be held by the same person. The
Board of Directors, by resolution adopted by a majority of the Directors, then
in office, shall designate the Chairman of the Board or the President to serve
as the Chief Executive Officer of the Company.
The corporate officers shall be elected at the first meeting of the
Board of Directors after the annual election of Directors, and shall hold office
until the next succeeding annual meeting of the Board
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of Directors, subject to the power of the Board of Directors to remove any
corporate officer at pleasure by an affirmative vote of the majority of the
Directors then in office.
Every corporate officer shall have such authority and perform such duties
in the management of the Company as may be provided in these By-laws, or such
duties consistent with these By-laws as may be assigned by the Board of
Directors or the Chief Executive Officer.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
elected from among the members of the Board of Directors and shall have general
charge and supervision over and responsibility for the business and affairs of
the Company. He shall keep the Board of Directors fully informed concerning
those areas in his charge, and shall perform such other duties as may be
assigned to him by the Board of Directors. In the absence or disability of the
Chairman of the Board and of the Vice Chairman of the Board, the Chief Executive
Officer shall have all the powers and perform all the duties of the Chairman of
the Board.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the shareholders and shall
perform such other duties as these By-laws or the Board of Directors may
prescribe.
SECTION 4. VICE CHAIRMAN OF THE BOARD. In the absence or disability of the
Chairman of the Board, the Vice Chairman of the Board shall have all the powers
and perform all the duties of the Chairman of the Board. He shall perform such
other duties as may be assigned to him by the Board of Directors or Chairman of
the Board.
SECTION 5. PRESIDENT. The President shall have such powers and perform such
duties as may be provided by statute, these By-laws, and as may be assigned by
the Board of Directors or the Chief Executive Officer.
SECTION 6. TREASURER. The Treasurer shall have the care and custody of the
Company funds and securities, maintain banking relationships and execute credit
and collection policies. He shall perform such other duties and possess such
other powers as are incident to his office.
SECTION 7. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and of the shareholders, and shall record all proceedings of such
meetings in books to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and the Board of
Directors. He shall have the custody of the seal of the Company and shall affix
the same to all instruments requiring it, and attest the same. He shall perform
such other duties and possess such other powers as are incident to his office.
-12-
<PAGE>
ARTICLE VI
Certificate of Capital Stock
----------------------------
SECTION 1. FORM AND TRANSFERS. The interest of each shareholder of the
Company shall be evidenced by certificates for shares of capital stock,
certifying the number of shares represented thereby and in such form as the
Board of Directors may from time to time prescribe.
Transfers of shares of the capital stock of the Company shall be made only
on the books of the Company, which shall include the books of the stock transfer
agent, by the registered holder thereof, or by his attorney authorized by power
of attorney duly executed and filed with the Secretary of the Company, or a
transfer agent appointed as provided in Section 4 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of capital
stock stand on the books of the Company shall be deemed the owner thereof for
all purposes. The Board may, from time to time, make such additional rules and
regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Company.
Certificates shall be signed by, or in the name of the corporation by, the
Chairman or Vice Chairman of the Board, or the President or a Vice-President,
and may be countersigned by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation and may be sealed with
the seal of the corporation or a facsimile thereof. Any or all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of its issue.
SECTION 2. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
an adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or allotment of any right, or for the purpose
of any other action, the Board of Directors shall fix a date not more than 60
days nor less than 10 days before the date of any such meeting, nor more than 60
days prior to any other action, as the record date for any such determination of
shareholders.
SECTION 3. LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. No
certificate for shares of capital stock in the Company shall be issued in place
of any certificate alleged to have been lost, destroyed or stolen, except on
production of evidence of such loss, destruction or theft and on delivery to the
Company, if the Board of Directors shall so require, of a bond of indemnity upon
such terms and secured by such surety as the Board of Directors may in its
discretion require. A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper to do so.
-13-
<PAGE>
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents and one or more registrars, and may require all
certificates of capital stock to bear the signature or signatures of any of
them. One corporation may serve as both transfer agent and registrar.
SECTION 5. EXAMINATION OF BOOKS BY SHAREHOLDERS. So far as it is not
inconsistent with the law of New Jersey, the Board of Directors shall have power
to determine, from time to time, whether and to what extent and at what times
and places and under what conditions and regulations the books and records of
account, minutes of the proceedings of the shareholders, Board of Directors and
any committee of the Company, and other documents of the Company, or any of
them, shall be open to inspection of the shareholders.
SECTION 6. VOTING SHARES OF OTHER CORPORATIONS. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board and the President, or either
of them, shall have full power and authority on behalf of the Company to attend
and to act and to vote at any meeting of Shareholders of any corporation in
which this Company may hold stock, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such stock,
and which, as the owner thereof, this Company might have possessed and exercised
if present. The Board of Directors, by resolution, from time to time, may confer
like powers upon any other person or persons.
ARTICLE VII
Dividends
---------
Dividends shall be declared and paid at such times and in such amounts as
the Board of Directors may in its absolute discretion determine and designate,
subject to the restrictions and limitations imposed by law.
ARTICLE VIII
Signatures
----------
Unless otherwise required by law, by the Certificate of Incorporation,
by these By-laws, or by resolution of the Board of Directors, the Chief
Executive Officer, the President or any Executive Vice President, Senior Vice
President, Sector President, Group President, or Vice President, or the
Controller or the Treasurer of the Company may enter into and execute in the
name of the Company, contracts or other instruments in the regular course of
business, or contracts or other instruments not in the regular course of
business which are authorized either generally or specifically by the Board of
Directors, and the Secretary or an Assistant Secretary shall affix the Company
seal thereto and attest the same, if required.
ARTICLE IX
Fiscal Year
-----------
The fiscal year of the Company shall begin on the 1st day of October in
each year and end on the September 30th next succeeding.
-14-
<PAGE>
ARTICLE X
Directors May Contract With Company
-----------------------------------
Any Director or corporate officer may be a party to or may be interested in
any agreement or transaction of this Company by which he may personally benefit,
with the same force and effect as if he were either an entire stranger to the
Company or to the Board of Directors, provided the fact that he is so interested
or may personally benefit shall be disclosed or shall have been known to the
majority of the Board of Directors; and further provided that such agreement or
transaction shall be approved or ratified by the affirmative vote of a majority
of the Directors not so interested or benefited.
ARTICLE XI
Indemnification
---------------
The Company shall indemnify to the full extent authorized or permitted by
the New Jersey Business Corporation Act, any corporate agent (as defined in said
Act), or his legal representative, made, or threatened to be made, a party to
any action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he is or was a corporate agent of this
Company.
ARTICLE XII
Amendments
----------
These By-laws may be altered, amended or repealed by the shareholders or by
a majority vote of the Directors then in office. Any By-law adopted, amended or
repealed by the shareholders may be amended or repealed by a majority vote of
the Directors then in office unless the resolution of the shareholders adopting
such By-law expressly reserves the right to amend or repeal it to the
shareholders.
ARTICLE XIII
Force and Effect of By-Laws
---------------------------
These By-laws are subject to the provisions of the New Jersey Business
Corporation Act and the Company's Certificate of Incorporation, as it may be
amended from time to time. If any provision in these By-laws is inconsistent
with a provision in that Act or the Certificate of Incorporation, the provision
of that Act or the Certificate of Incorporation shall govern to the extent of
such inconsistency.
-15-
<PAGE>
EXHIBIT 99
Refer to: Ronald Jasper
Director, Investor Relations
(201) 847-7160
BD ANNOUNCES STRONG RESULTS FOR SECOND FISCAL QUARTER
AND CONFIRMS OUTLOOK FOR YEAR
Franklin Lakes, NJ (April 18, 2000) - BD (Becton, Dickinson and Company)
(NYSE:BDX) announced today results for its fiscal second quarter which ended
March 31, 2000. Diluted earnings per share were $.45, a 32 percent increase
over last year's $.34. The quarter's reported earnings included a gain on the
sale of an equity investment and the unfavorable impact of a previously
announced voluntary product recall in February. Excluding the net effect of
these items, earnings per share would have been $.42.
Last year's diluted earnings per share included a $.06 per share charge for
in-process research and development related to an acquisition. Excluding this
charge, last year's earnings per share would have been $.40.
Reported revenues for the quarter were $925 million, an increase of 6
percent over last year's $874 million. Foreign currency translation reduced
reported revenues by an estimated $18 million for the quarter, or about 2
percent, while earnings per share were reduced by an estimated $.01. Sales for
the quarter were also reduced by an estimated $15 million, attributable toY2K,
which previously increased first quarter revenues by an estimated similar
amount.
<PAGE>
- 2 -
Edward J. Ludwig, president and chief executive officer, said: "We are
pleased with our results for the quarter and the year to date and the
acceleration of our underlying revenue growth rate. Revenues from our advanced
protection devices continue on track to contribute an additional $75 million
this year as customers continue to increase their awareness of the benefits of
these products. We are also very satisfied with the revenues contributed by
Clontech Laboratories, Inc., which we acquired in late 1999. We continue to be
comfortable with our earnings per share estimates for the balance of year."
By business segment, Medical Systems segment revenues grew one percent for
the quarter to $489 million. Sales of advanced protection devices showed
excellent growth. Reported revenues and growth were reduced by $22 million, or
5 percent, as a result of the product recall, foreign currency translation and
the absence of divested home health care product line revenues. The company
also noted that Y2K concerns, which aided the first quarter revenues, reduced
this segment's second quarter revenue by an additional estimated 2 percent.
Preanalytical Solutions segment revenues grew 9 percent to $139 million, or 12
percent when excluding the impact of unfavorable foreign currency translation
("FX neutral"). Advanced protection device sales continue to strengthen results
in this segment. Biosciences segment revenues of $296 million grew 13 percent
for the quarter, or 14 percent FX neutral, with particularly strong reported
growth from reagent revenues in the company's flow cytometry business, including
Clontech, which is on track to add over $75 million to this segment's growth for
fiscal year 2000.
<PAGE>
- 3 -
By geographic area, revenues inside the United States were $482 million, 10
percent higher than a year earlier, while revenues outside the United States
grew 2 percent, or 6 percent FX neutral, to $443 million. Strong growth was
experienced in Latin America and Asia. Europe was affected by unfavorable
foreign currency translation and the estimated one-time effect of higher sales
in the first fiscal quarter related to Y2K.
Six-Month Results
-----------------
For the six-month period ended March 31, 2000, revenues were $1.784
billion, a 9 percent increase over $1.643 billion a year ago. Excluding the
unfavorable foreign currency translation that reduced revenues by an estimated
$29 million for the six-month period, revenues grew 10 percent over the prior
year. Diluted earnings per share were $.74, including the net favorable effect
of the gain on the investment sale and the product recall. Medical Systems
revenues for the six-month period were $952 million, Preanalytical Solutions
revenues totaled $272 million, and Biosciences revenues were $561 million.
* * *
This press release may contain certain forward-looking statements (as
defined under Federal securities laws) regarding the company's performance,
including future revenues, products and income, or events or developments that
the company expects to occur or anticipates occurring in the future. All such
statements are based upon current expectations of the company and involve a
number of business risks and uncertainties. Actual results could vary materially
from anticipated results described in any forward-looking statement. Factors
that could cause actual results to vary materially from any forward-looking
statement include, but are not limited to, competitive factors, changes in
regional, national or foreign economic conditions, changes in interest or
foreign currency exchange rates, delays in product introductions, Year 2000
issues, and changes in health care or other governmental regulation, as well as
other factors discussed herein and in the company's filings with the Securities
and Exchange Commission.
- Selected Financial Schedules follow -
# # # #
<PAGE>
<TABLE>
<CAPTION>
BECTON DICKINSON AND COMPANY
CONSOLIDATED INCOME STATEMENTS
(Unaudited; Amounts in thousands, except per-share data)
Three Months Ended March 31,
2000 1999 % Change
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES $ 925,132 $ 873,964 5.9
Cost of products sold 473,987 429,260 10.4
Selling and administrative 244,063 233,004 4.7
Research and development 57,175 67,251 (15.0)
- --------------------------------------------------------------------------------------
TOTAL OPERATING COSTS
AND EXPENSES 775,225 729,515 6.3
- --------------------------------------------------------------------------------------
OPERATING INCOME 149,907 144,449 3.8
Interest expense, net (21,199) (18,758) 13.0
Other income, net 36,399 1,460 NM
- --------------------------------------------------------------------------------------
INCOME BEFORE
INCOME TAXES 165,107 127,151 29.9
Income tax provision 45,936 37,037 24.0
- --------------------------------------------------------------------------------------
NET INCOME $ 119,171 $ 90,114 32.2
- --------------------------------------------------------------------------------------
EARNINGS PER SHARE
Basic $ 0.47 $ 0.36 30.6
Diluted $ 0.45 $ 0.34 32.4
- --------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING
Basic 252,055 249,276
Diluted 263,376 264,814
- --------------------------------------------------------------------------------------
NM - Not Meaningful
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BECTON DICKINSON AND COMPANY
CONSOLIDATED INCOME STATEMENTS
(Unaudited; Amounts in thousands, except per-share data)
Six Months Ended March 31,
2000 1999 % Change
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES $ 1,784,296 $ 1,642,930 8.6
Cost of products sold 923,938 814,970 13.4
Selling and administrative 477,901 456,120 4.8
Research and development 110,918 116,561 (4.8)
- ----------------------------------------------------------------------------------
TOTAL OPERATING COSTS
AND EXPENSES 1,512,757 1,387,651 9.0
- ----------------------------------------------------------------------------------
OPERATING INCOME 271,539 255,279 6.4
Interest expense, net (42,756) (36,629) 16.7
Other income, net 38,073 2,485 NM
- ----------------------------------------------------------------------------------
INCOME BEFORE
INCOME TAXES 266,856 221,135 20.7
Income tax provision 72,391 54,863 31.9
- ----------------------------------------------------------------------------------
NET INCOME $ 194,465 $ 166,272 17.0
- ----------------------------------------------------------------------------------
EARNINGS PER SHARE
Basic $ 0.77 $ 0.66 16.7
Diluted $ 0.74 $ 0.63 17.5
- ----------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING
Basic 251,690 248,793
Diluted 262,986 265,314
- ----------------------------------------------------------------------------------
NM - Not Meaningful
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
(Unaudited; Amounts in thousands)
Three Months Ended March 31,
2000 1999 % Change
---------------------------------------------
<S> <C> <C> <C>
MEDICAL SYSTEMS
- ---------------
United States $ 232,003 $ 226,442 2.5
International 257,326 257,337 -
- ----------------------------------------------------------------------------------------
TOTAL $ 489,329 $ 483,779 1.1
- ----------------------------------------------------------------------------------------
BIOSCIENCES
- -----------
United States $ 171,330 $ 142,304 20.4
International 124,987 120,021 4.1
- ----------------------------------------------------------------------------------------
TOTAL $ 296,317 $ 262,325 13.0
- ----------------------------------------------------------------------------------------
PREANALYTICAL SOLUTIONS
- -----------------------
United States $ 78,406 $ 69,372 13.0
International 61,080 58,488 4.4
- ----------------------------------------------------------------------------------------
TOTAL $ 139,486 $ 127,860 9.1
- ----------------------------------------------------------------------------------------
TOTAL REVENUES
- --------------
United States $ 481,739 $ 438,118 10.0
International 443,393 435,846 1.7
- ----------------------------------------------------------------------------------------
TOTAL $ 925,132 $ 873,964 5.9
- ----------------------------------------------------------------------------------------
Six Months Ended March 31,
2000 1999 % Change
---------------------------------------------
MEDICAL SYSTEMS
- ---------------
United States $ 438,625 $ 419,067 4.7
International 513,310 489,877 4.8
- ----------------------------------------------------------------------------------------
TOTAL $ 951,935 $ 908,944 4.7
- ----------------------------------------------------------------------------------------
BIOSCIENCES
- -----------
United States $ 322,096 $ 265,581 21.3
International 238,637 220,023 8.5
- ----------------------------------------------------------------------------------------
TOTAL $ 560,733 $ 485,604 15.5
- ----------------------------------------------------------------------------------------
PREANALYTICAL SOLUTIONS
- -----------------------
United States $ 147,477 $ 132,703 11.1
International 124,151 115,679 7.3
- ----------------------------------------------------------------------------------------
TOTAL $ 271,628 $ 248,382 9.4
- ----------------------------------------------------------------------------------------
TOTAL REVENUES
- --------------
United States $ 908,198 $ 817,351 11.1
International 876,098 825,579 6.1
- ----------------------------------------------------------------------------------------
TOTAL $ 1,784,296 $ 1,642,930 8.6
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
BECTON DICKINSON AND COMPANY
SELECTED FINANCIAL INFORMATION
(Unaudited; Amounts in thousands)
CONDENSED March 31, September 30,
BALANCE SHEETS 2000 1999
- ------------------------------------------------------------------------
Cash & equivalents $ 65,064 $ 59,932
Trade receivables, net 768,874 812,544
Inventories 685,501 642,533
Other 188,791 168,716
- ------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,708,230 1,683,725
- ------------------------------------------------------------------------
Property, plant & equipment, net 1,486,520 1,431,149
Other 1,335,950 1,322,084
- ------------------------------------------------------------------------
TOTAL ASSETS $ 4,530,700 $ 4,436,958
- ------------------------------------------------------------------------
Current Liabilities $ 1,464,634 $ 1,329,322
Long-term Liabilities 1,191,661 1,338,948
Equity 1,874,405 1,768,688
- ------------------------------------------------------------------------
TOTAL LIABILITIES & EQUITY $ 4,530,700 $ 4,436,958
- ------------------------------------------------------------------------
Six Months Ended
SELECTED CASH March 31,
FLOW INFORMATION 2000 1999
- ------------------------------------------------------------------------
Depreciation & amortization $ 141,469 $ 128,484
Cash flow from operating
activities 266,305 119,052
Capital expenditures (165,621) (132,855)
Acquisitions of businesses (21,573) (153,247)
Cash flow from investing
activities (196,127) (363,807)
Cash flow from financing
activities (65,046) 235,359
Net Change in Cash &
Equivalents 5,132 (9,396)
- ------------------------------------------------------------------------
