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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
TRIPATH IMAGING, INC.
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(Name of Issuer)
Common Stock (par value $0.01 per share)
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(Title of Class of Securities)
896942109
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(CUSIP Number)
Jeffrey S. Sherman, Esq.
Becton, Dickinson and Company
1 Becton Drive,
Franklin Lakes, New Jersey 07417
(201) 847-6800
Copy to:
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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 16, 2006
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(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 PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Becton, Dickinson and Company
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,500,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,500,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
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
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 amends the statement on Schedule 13D filed on
August 14, 2006 by Becton, Dickinson and Company ("BD") relating to the common
stock, $0.01 par value per share, 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 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Item 6 is hereby amended and supplemented as follows:
On August 16, 2006, BD and the Issuer executed an exclusivity
agreement (the "Exclusivity Agreement") pursuant to which BD and the Issuer
have agreed to work in good faith with each other to negotiate a business
combination transaction involving BD and the Issuer on an exclusive basis
through 11:59 p.m. (New York City time) on August 25, 2006, or such later date
as BD and the Issuer may agree in writing (the "Termination Date").
The Issuer has also agreed in the Exclusivity Agreement that prior
to the Termination Date, it will not, among other things, solicit any proposal
for, or (subject to certain exemptions) participate in discussions relating
to, an alternative transaction. A termination fee of $5,000,000 is payable by
the Issuer to BD upon violation of the Exclusivity Agreement by the Issuer or,
subject to the terms of the Exclusivity Agreement, in the event that the
Issuer takes certain actions permitted by the Exclusivity Agreement and
subsequently enters into a definitive agreement, and thereafter consummates,
an alternative transaction within a specified period of time after August 16,
2006. This description of the Exclusivity Agreement is qualified in its
entirety by reference to the full text of the Exclusivity Agreement which is
filed herewith as Exhibit 7.01 and is incorporated by reference into this Item
6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01 Exclusivity Agreement
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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 16, 2006
BECTON, DICKINSON AND COMPANY
By: /s/ Dean J. Paranicas
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Name: Dean J. Paranicas
Title: Vice President, Corporate
Secretary and Public
Policy
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Exclusivity Agreement
4