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) February 4, 2003 ---------------- BECTON, DICKINSON AND COMPANY ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 001-4802 22-0760120 ------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer Iden- diction of incorporation) File Number) tification Number) 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 847-6800 -------------- N/A ------------------------------------------------------------------------------- (Former name or former addresses if changed since last report.) Item 5. Other Events and Regulation FD Disclosure The Board of Directors of the registrant has approved certain amendments to the By-laws of the registrant. These amendments will become effective February 11, 2003. A copy of the registrant's By-laws, as amended effective February 11, 2003, is attached hereto as Exhibit 3(b). Item 7. Financial Statements and Exhibits. (c) Exhibits. 3(b) By-laws, as Amended and Restated as of February 11, 2003. 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/ Gary DeFazio ---------------------------- Gary DeFazio Assistant Secretary Date: February 4, 2003 INDEX TO EXHIBITS ----------------- Exhibit Number Description of Exhibits ------ ----------------------- 3(b) By-laws, as Amended and Restated as of February 11, 2003.