UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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)
August 25, 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
________________________________________________________________________________
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
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
________________________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 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. 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 has been revised and extended to 11:59 p.m. (New York City
time) on September 1, 2006. In all other respects the Exclusivity Agreement
remains in full force and effect. This description of the 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
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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 25, 2006
BECTON, DICKINSON AND COMPANY
By: /s/ Jeffrey S. Sherman
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Name: Jeffrey S. Sherman
Title: Senior Vice President and
General Counsel
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Amendment to the Exclusivity Agreement
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417
August 25, 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"). 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 revised and extended to 11:59 p.m.
(New York City time) on September 1, 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.
[Remainder of Page Intentionally Left Blank]
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Sincerely,
Becton, Dickinson and Company
By: /s/ Jeffrey S. Sherman
--------------------------
Name: Jeffrey S. Sherman
Title: Senior Vice President and
General Counsel
Accepted and agreed as of
the date first written above:
TriPath Imaging, Inc.
By: /s/ Paul R. Sohmer
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Name: Paul R. Sohmer, M.D.
Title: Chairman, President and
Chief Executive Officer
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