UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 14, 2006 Becton, Dickinson and Company (Exact name of registrant as specified in its charter) New Jersey 001-4802 22-0760120 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1 Becton Drive, Franklin Lakes, New Jersey 07417 (Address of principal executive offices) (Zip Code) (201) 847-6800 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE. ------------------------- On August 14, 2006, BD issued a press release announcing that BD has made a proposal to Tripath Imaging, Inc. to acquire all of the remaining shares of common stock of TriPath Imaging, Inc. that BD does not currently own. A copy of the press release is furnished as Exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- Exhibits. -- Exhibit 99.1. Press release dated August 14, 2006, which is furnished pursuant to Item 7.01. 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/ Dean J. Paranicas -------------------------------- Dean J. Paranicas Vice President, Corporate Secretary and Public Policy Date: August 15, 2006 INDEX TO EXHIBITS Exhibit Number Description of Exhibits ------- ----------------------- 99.1 Press release dated August 14, 2006, which is furnished pursuant to Item 7.01.