-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Je8PElpdh2j9ivxYNWY8mibXPYR8iDTgtqtYXMIfpwNYi4Yl9LEagMzG9XIde8Rb 7R9A2enyw0L10ErZ+SmHlg== 0000893750-06-000276.txt : 20060901 0000893750-06-000276.hdr.sgml : 20060901 20060901171011 ACCESSION NUMBER: 0000893750-06-000276 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060901 DATE AS OF CHANGE: 20060901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIPATH IMAGING INC CENTRAL INDEX KEY: 0001041426 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 561995728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51807 FILM NUMBER: 061072206 BUSINESS ADDRESS: STREET 1: 780 PLANTATION DR CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 3362229707 MAIL ADDRESS: STREET 1: PO BOX 1029 CITY: BURLINGTON STATE: NC ZIP: 27216-1029 FORMER COMPANY: FORMER CONFORMED NAME: AUTOCYTE INC DATE OF NAME CHANGE: 19970620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BECTON DICKINSON & CO CENTRAL INDEX KEY: 0000010795 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 220760120 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417-1880 BUSINESS PHONE: 2018476800 MAIL ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKE STATE: NJ ZIP: 07417 SC 13D/A 1 sked13d-a.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.3)* 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) September 1, 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 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 - ----------------------------------------- - ------------------------------------------------------------------------------- 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 2,500,000 NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 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. This Amendment No. 3 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") as amended by Amendment No. 1 filed by BD on August 16, 2006 and as further amended by Amendment No. 2 filed by BD on August 25, 2006. 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 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"). In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Issuer, on August 25, 2006, BD and the Issuer executed an amendment to the Exclusivity Agreement pursuant to which the Termination Date was revised and extended to 11:59 p.m. (New York City time) on September 1, 2006. On September 1, 2006, BD and the Issuer executed a further amendment to the Exclusivity Agreement pursuant to which the Termination Date has been further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. In all other respects the Exclusivity Agreement remains in full force and effect. This description of the second amendment to the Exclusivity Agreement is qualified in its entirety by reference to the full text of the amendment to 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 Amendment to the Exclusivity Agreement 2 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 1, 2006 BECTON, DICKINSON AND COMPANY By: /s/ Dean J. Paranicas ------------------------------------ Name: Dean J. Paranicas Title: Vice President, Corporate Secretary and Public Policy EX-99 2 exh701.txt EXHIBIT 7.01 Amendment to the Exclusivity Agreement Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417 September 1, 2006 TriPath Imaging, Inc. 780 Plantation Drive, Burlington, NC 27215 Attention: Paul R. Sohmer, M.D. Chief Executive Officer Ladies and Gentlemen: Reference is made to the letter agreement, dated August 16, 2006 (the "Original Agreement") between Becton, Dickinson and Company ("BD") and TriPath Imaging, Inc. (the "Company") and the amendment thereof dated August 24, 2006. In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Company (the "Transaction"), BD and the Company hereby agree that the Termination Date, as defined in the Original Agreement, shall be further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. The Original Agreement shall remain in full force and effect except for such revision and extension of the Termination Date. If the foregoing is acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement. This letter agreement may be executed in counterparts and shall be governed by the internal laws of the State of Delaware. Sincerely, Becton, Dickinson and Company By: /s/ Vincent A. Forlenza -------------------------------- Name: Vincent A. Forlenza Title: Executive Vice President Accepted and agreed as of the date first written above: TriPath Imaging, Inc. By: /s/ Stephen P. Hall -------------------------------- Name: Stephen P. Hall Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----