UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
TRIPATH IMAGING, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (par value $0.01 per share)
-------------------------------------------------------------------------------
(Title of Class of Securities)
896942109
-------------------------------------------------------------------------------
(CUSIP Number)
Jeffrey S. Sherman, Esq.
Becton, Dickinson and Company
1 Becton Drive,
Franklin Lakes, New Jersey 07417
(201) 847-6800
Copy to:
-------------------------------------------------------------------------------
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 14, 2006
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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 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 ("Exchange Act") 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).
CUSIP No. 896942109
1 NAME OF REPORTING PERSON Becton, Dickinson and Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-0760120
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,500,000
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,500,000
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), of TriPath
Imaging Inc., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 780 Plantation Drive, Burlington, North
Carolina 27215.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of Becton, Dickinson and
Company, a New Jersey corporation ("BD"). BD is a medical technology company
engaged principally in the manufacture and sale of a broad range of medical
supplies, devices, laboratory equipment and diagnostic products used by
healthcare institutions, life science researchers, clinical laboratories,
industry and the general public. BD's executive offices are located at 1
Becton Drive, Franklin Lakes, New Jersey 07417-1880, and its telephone number
is (201) 847-6800.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of BD is
set forth on Schedule A hereto.
During the past five (5) years, neither BD nor, to the best knowledge
of BD, any of the other persons listed on Schedule A attached hereto, has been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to United
States federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 31, 2001, pursuant to a Securities Purchase Agreement, dated
as of July 31, 2001, between the Issuer and BD, the Issuer issued 2,500,000
shares of Common Stock to BD for an aggregate purchase price of $25,000,000.
The funds used by BD for the purchase price were derived from working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
BD has elected to convert its filing on Schedule 13G, filed with the
Securities and Exchange Commission (the "SEC") on August 8, 2001, into a
filing on this Schedule 13D to reflect its decision on August 14, 2006 to
submit to the Issuer's Board of Directors a letter, dated August 14, 2006 (the
"Proposal Letter") containing a non-binding proposal to acquire all of the
issued and outstanding Common Stock of the Issuer, that BD does not currently
own, at a valuation of $9.25 per share in cash in a merger transaction (the
"Proposal"). The Proposal also contemplates the payment of such cash
consideration to all holders of existing options, stock appreciation rights
and warrants granted by the Issuer. The Proposal Letter is filed herewith as
Exhibit 7.01 and is incorporated herein by reference.
The Proposal is conditioned upon, among other things, the negotiation
of mutually acceptable definitive documents and satisfactory completion of
confirmatory due diligence. The Issuer is currently evaluating the Proposal
and the Proposal Letter shall not create any agreement, arrangement or
understanding between BD or any other parties with respect to the Issuer or
the Issuer's Common Stock for purposes of any law, rule, regulation, agreement
or otherwise, until such time, if any, as definitive documentation and any
agreement, arrangement or understanding has been approved and thereafter
executed by BD, the Issuer and all other appropriate parties. Any proposed
transaction would require the
approval of the Issuer's board of directors and stockholders and BD's board of
directors. BD beneficially owns approximately 6.5% of the total outstanding
Common Stock of the Issuer entitled to vote on any merger agreement, and, if
and when a final proposal from BD is submitted to the stockholders of the
Issuer for their approval, intends to vote for such proposal.
If an acquisition of the Issuer is consummated by BD, BD contemplates
that the Common Stock of the Issuer would be delisted from the Nasdaq National
Market and deregistered under the Securities Exchange Act of 1934. It is
further contemplated that, subsequent to an acquisition, the composition of
the Issuer's Board of Directors would be changed in a manner to be determined
at a later date.
In connection with the Proposal, BD intends to review on a continuing
basis its investment in the Issuer. BD may seek to influence management or the
Board of Directors of the Issuer with respect to the business and affairs of
the Issuer, including having the Issuer take action to facilitate consummation
of the Proposal. Subject to compliance with applicable law, BD may decide to
increase its investment in the Issuer depending upon the price and
availability of the Issuer's securities, subsequent developments affecting the
Issuer, other investments and business opportunities available to BD, general
stock market and other conditions, tax considerations and other factors.
Alternatively, subject to market conditions and other considerations, BD may
sell all or a portion of its securities of the Issuer in the open market, in
privately negotiated transactions, through a public offering or otherwise.
From time to time, BD may also, subject to compliance with applicable law,
communicate with other stockholders of the Issuer in furtherance of the
transactions contemplated by the Proposal, including soliciting stockholders
of the Issuer to vote in favor of the Proposal.
The information set forth in response to this Item 4 is qualified in
its entirety by reference to the Proposal Letter.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BD is the beneficial owner of 2,500,000 shares of Common Stock of
the Issuer representing approximately 6.5% of the total outstanding Common
Stock of the Issuer.
(b) Except as otherwise set forth herein, neither BD nor any other
person controlling BD nor, to the best knowledge of BD, any of the persons
named in Schedule A hereto has any sole or shared power to vote or direct the
vote of any shares of Common Stock of the Issuer nor sole or shared power to
dispose of or direct the disposition of any shares of Common Stock of the
Issuer.
(c) Except as set forth herein, no transaction relating to shares of
Common Stock of the Issuer has been effected during the past 60 days by BD,
any other person controlling BD or, to the best knowledge of BD, any of the
persons named on Schedule A hereto.
(d) Pursuant to a Profit-Sharing Agreement, dated as of July 31, 2001
between BD and Millennium Pharmaceuticals, Inc., a Delaware corporation
("MPI"), MPI is entitled to receive a portion of any dividends received by BD
with respect to the shares of Common Stock of the Issuer covered by this
Schedule 13D, as well as a portion of any net gain realized by BD in
connection with any disposition of any of such shares. MPI has no right to
direct the voting or disposition of such shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The responses to Items 3, 4 and 5 of this Schedule 13D and Exhibit
7.01 are hereby incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01 Proposal Letter
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.
Dated: August 14, 2006
BECTON, DICKINSON AND COMPANY
By:/s/ Dean Paranicas
--------------------------
Name: Dean Paranicas
Title: Vice President, Corporate Secretary
Public Relations
Schedule A
Executive Officers and Directors
of
Becton, Dickinson and Company
The name and present principal occupation of each of the directors
and executive officers of BD are set forth below. Unless otherwise stated each
person is a citizen of the United States and each person's business address is
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone number (201)
847-6800.
Name, Business Address Present Principal Occupation or Employment
------------------------ ------------------------------------------
Edward J. Ludwig(1) Chairman of the Board, President and Chief
Executive Officer of BD
Donna M. Boles Senior Vice President--Human Resources of BD
Gary M. Cohen Executive Vice President of BD
John R. Considine Senior Executive Vice President and Chief
Financial Officer of BD
Vincent A. Forlenza Executive Vice President of BD
William A. Kozy Executive Vice President of BD
Jeffrey S. Sherman Senior Vice President and General Counsel of BD
David T. Durack Senior Vice President, Corporate Medical
Affairs of BD
Patricia B. Shrader Senior Vice President, Corporate Regulatory and
External Affairs of BD
Alfred John Hanson Executive Vice President of BD
Willard J. Overlock, Jr. Director of BD
Bertram L. Scott Director of BD, President and Chief Executive
Officer of TIAA-CREF Life Insurance Company and
Executive Vice President of TIAA-CREF
Henry P. Becton, Jr. Director of BD, President of WGBH Educational
Foundation
Edward F. DeGraan Director of BD
James F. Orr Director of BD, Chairman and Chief Executive
Officer of Convergys Corporation
Margaretha af Ugglas Director of BD
(Swedish Citizen)
Basil L. Anderson Director of BD
Gary A. Mecklenburg Director of BD, President and Chief Executive
Officer of Northwestern Memorial HealthCare
James E. Perrella Director of BD
Alfred Sommer Director of BD, Professor of International
Health, Epidemiology and Ophthalmology at
The Johns Hopkins University Medical School
and the Bloomberg School of Public Health
Adel A. F. Mahmoud Director of BD
(1) Director of BD