UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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:
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 8, 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 ss.ss.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 ss.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
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1 NAME OF REPORTING PERSONS
Becton, Dickinson and Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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. 4 amends and supplements 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 (the "Common Stock"),
of TriPath Imaging, Inc., a Delaware corporation (the "Issuer") as amended by
Amendment No. 1 filed by BD on August 16, 2006, Amendment No. 2 filed by BD on
August 25, 2006 and Amendment No. 3 filed by BD on September 1, 2006. The
principal executive offices of the Issuer are located at 780 Plantation Drive,
Burlington, North Carolina 27215.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as follows:
The total consideration to be paid by BD in connection with the
Merger described below is estimated to be approximately $350 million, to be
provided from working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On September 8, 2006, BD, the Issuer and Timpani Acquisition Corp.,
a wholly owned subsidiary of BD, entered into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which Timpani Acquisition Corp. will be
merged with and into the Issuer, with the Issuer continuing after the merger
as the surviving corporation and as a wholly owned subsidiary of BD (the
"Merger"). Pursuant to the Merger Agreement, at the effective time of the
Merger, each outstanding share of Common Stock (other than shares owned by BD,
shares held in the treasury of the Issuer and shares held by any stockholders
who properly exercise appraisal rights under Delaware law) will be cancelled
and converted into the right to receive $9.25 in cash, without interest. Also,
at the effective time of the Merger, each outstanding option to purchase
shares of Common Stock and stock-settled stock appreciation right ("SAR"),
whether or not then exercisable or vested, will be cancelled in consideration
for a cash payment equal to the excess, if any, of (i) $9.25 over (ii) the per
share exercise price of such option or SAR, as applicable, multiplied by the
total number of shares of Common Stock subject to such option or SAR. In the
event the exercise price of any such option or SAR is equal to or greater than
$9.25, the option or SAR will be cancelled without payment. Warrants with
respect to the Common Stock will be assumed by BD, and, if subsequently
exercised, will entitle their holders to a per share amount equal to the
excess of the merger consideration they would be entitled to were the warrants
exercised immediately prior to the effective time of the Merger over the
exercise price of such warrants.
The Merger is currently expected to close during the fourth quarter
of calendar 2006. Completion of the transaction is subject to the approval of
the Issuer's stockholders, the expiration or termination of the
Hart-Scott-Rodino waiting period and other customary closing conditions. The
Merger Agreement contains certain termination rights for the Issuer and BD,
and provides that the Issuer would be required to pay BD a termination fee of
$12,250,000 in certain circumstances in connection with the termination of the
Merger Agreement.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the full text of
the Merger Agreement, which is included as Exhibit 7.2 and is incorporated by
reference to this Item 4.
The purpose of the Merger is to acquire all of the outstanding
shares of Common Stock. If the Merger is consummated, the Common Stock will be
delisted from the Nasdaq National Market and will
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cease to be registered under the Securities Exchange Act of 1934. It is
further contemplated that, following completion of the Merger, the composition
of the Issuer's Board of Directors would be changed in a manner to be
determined at a later date.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The responses to Item 4 of this Amendment No. 4 and Exhibit 7.2 are
hereby incorporated by reference in their entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.2 Agreement and Plan of Merger dated as of September 8, 2006
(incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by TriPath Imaging, Inc. on September 8, 2006).
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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: September 8, 2006
BECTON, DICKINSON AND COMPANY
By: /s/ Dean Paranicas
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Name: Dean Paranicas
Title: Vice President, Corporate
Secretary and Public Policy
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