Business Context and Reporting Period
This Form 8-K is a current report filed by Becton, Dickinson and Company (BD) on February 28, 2022. The filing addresses a temporary suspension of trading under the company's employee benefits plans related to the pending spin-off of Embecta Corp.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on administrative changes to the BD 401(k) Plan.
Material Changes
The primary material change is the implementation of a blackout period for the BD Common Stock Fund within the BD 401(k) Plan. This restriction is necessitated by the upcoming spin-off of Embecta Corp., expected on April 1, 2022. The blackout is designed to facilitate the transfer of participants to a new Embecta-sponsored plan and the addition of Embecta Common Stock Fund interests to existing accounts.
Guidance, Outlook, and Risks
- Blackout Period Dates: Scheduled to begin on March 31, 2022, and end during the week of April 3, 2022.
- Trading Restrictions: During this period, participants cannot engage in transactions involving the BD Common Stock Fund or the Embecta Common Stock Fund. This includes exchanges, loans, partial withdrawals, or final distributions for accounts invested in these funds.
- Management Commentary: The filing states the blackout is strictly to facilitate the administrative transfer of plan participants and fund interests associated with the spin-off.
- Contact Information: Participants and shareholders may contact Fidelity at 1-866-715-2068 for specific dates and inquiries.
Investor Verification Checklist
- Confirm the exact start and end dates of the blackout period via Fidelity, as the filing provides a scheduled window rather than fixed dates.
- Verify the impact of the Embecta Corp. spin-off on existing 401(k) holdings in BD Common Stock.
- Review the terms of the new Embecta-sponsored 401(k) plan for affected participants.
- Check for any subsequent filings regarding the completion of the Embecta spin-off on or after April 1, 2022.