Becton Dickinson Sneaks in Friday Subpoena Disclosure

Michelle Leder reported on Footnoted.org: Late Friday, Becton Dickinson (BDX), whose executives are pictured here, filed this four sentence 8-K disclosing it had received a subpoena over its participation in the Healthcare Research & Development Institute, a trade group for hospital CEOs whose chairman, Gary Mecklenburg, is one of BDX’s independent directors.

Just a typical late Friday filing? Not really. While it’s pretty common for companies to disclose a subpoena late on a Friday, the information missing from BDX’s four sentence disclosure seems pretty gaping. For one, the filing notes that it received the subpoena on Aug. 21, but doesn’t explain why it waited nearly four weeks to file an 8-K disclosing this news to investors. After all, aren’t 8-Ks specifically designed for this sort of thing?

Perhaps it was the deal to acquire Tri-Path Imaging (TPTH) that caused the delay. Friday’s 8-K also fails to mention that the Aug. 21 subpoena was the second one that BDX received regarding its dealings with HRDI. The first one came from Connecticut’s Attorney General in August 2005. Back in mid-July, Mecklenburg was featured prominently — and not particularly flatteringly — in this article that ran in the NY Times which prompted this response from HRDI which basically said the Times got it all wrong.

The bottom-line is that investors shouldn’t have to wait nearly four weeks to find out their company is the target of a second subpoena involving an organization chaired by one of its directors.