8-K
false 0001872789 0001872789 2022-03-01 2022-03-01

 

 

UNITED STATES

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): March 1, 2022

 

 

EMBECTA CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41186   87-1583942
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey, 07417-1880

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 847-6880

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock, par value $0.01   EMBC  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.04.

Temporary Suspension of Trading Under Registrant’s Employee Benefits Plans.

On March 1, 2022, Embecta Corp. (“Embecta”) received a notice from the administrator of the Embecta 401(k) Plan (the “Plan”). The notice stated that the BD Common Stock Fund in the Plan will be entering a blackout period due to the pending spin-off of Embecta from Becton, Dickinson and Company (“BD”), which is expected to occur on April 1, 2022. The reason for the blackout period is to facilitate (i) the transfer of participants from the BD 401(k) Plan to the Plan, and (ii) the addition of the Embecta Common Stock Fund and BD Common Stock Fund interests to accounts in the Plan. The blackout period is scheduled to being on March 31, 2022 and end during the week of April 3, 2022. During the blackout period, participants in the Plan will be unable to engage in any transactions in the BD Common Stock Fund or the Embecta Common Stock Fund, including exchange into or out of those funds, loans from, or partial withdrawals of, any portion of their account balances that are invested in those funds, or final distributions from their BD 401(k) Plan accounts if some or all of their account balances under the BD 401(k) Plan are invested in those funds.

During the blackout period, participants in the Plan, Embecta shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to, Fidelity at 1-800-835-5095. During the two-year period following the ending date of the Plan blackout period, Embecta shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquires about the blackout period to Fidelity at 1-800-835-5095.


Signature

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.

 

EMBECTA CORP.
By:  

/s/ Gary DeFazio

 

Gary DeFazio

Secretary

  Dated: March 4, 2022    

 

3