As filed with the Securities and Exchange Commission on June 22, 2001
Registration No. 333-59380
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Johnson & Johnson
(Exact name of Registrant as specified in its charter)
New Jersey 22-1024240
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address, including ZIP code, of Principal Executive Offices)
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ALZA Corporation Amended and Restated Stock Plan
ALZA Corporation Amended and Restated Employee Stock Purchase Plan
ALZA Corporation Supplemental Employee Stock Purchase Plan
ALZA Corporation Nonstatutory Stock Option Plan
SEQUUS Pharmaceuticals, Inc. 1987 Employee Stock Option Plan
SEQUUS Pharmaceuticals, Inc. 1987 Consultant Stock Option Plan
SEQUUS Pharmaceuticals, Inc. 1990 Director Stock Plan
SEQUUS Pharmaceuticals, Inc. Equity Incentive Plan
(Full Title of the Plans)
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Michael H. Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Telephone: (732) 524-0400
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
offering price maximum Amount of
Title of securities Amount to be per share aggregate registration
to be registered registered offering price Fee
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Common Stock, par value $1.00 per share........ 17,859,435(1) (2) (2) (2)
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(1) This Post-Effective Amendment No. 1 on Form S-8 to Amendment No. 1 to the
Registration Statement on Form S-4 covers 17,859,435 shares of common
stock, par value $1.00 per share, of Johnson & Johnson ("Johnson &
Johnson common stock") originally registered on Amendment No. 1 to the
Registration Statement on Form S-4.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing
of the Registration Statement on Form S-4 on April 23, 2001. On May 14,
2001, Johnson & Johnson filed Amendment No. 1 to the Registration
Statement on Form S-4 to register 289,913,202 shares of Johnson & Johnson
common stock issuable to the stockholders of ALZA Corporation, including
the 17,859,435 additional shares being registered hereunder which may be
issued pursuant to the Plans referred to above. See "Introductory
Statement".
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1
INTRODUCTORY STATEMENT
Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson" or
the "registrant") hereby amends its Amendment No. 1 to the Registration
Statement on Form S-4 (No. 333-59380) (the "Form S- 4") by filing this
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment" or
this "Registration Statement") relating to the sale of up to 17,859,435 shares
of common stock, par value $1.00 per share, of Johnson & Johnson ("Johnson &
Johnson Common Stock") issuable upon the exercise of stock options granted
under the ALZA Corporation Amended and Restated Stock Plan, the ALZA
Corporation Amended and Restated Employee Stock Purchase Plan, the ALZA
Corporation Supplemental Employee Stock Purchase Plan, the ALZA Corporation
Nonstatutory Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Employee
Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Consultant Stock
Option Plan, the SEQUUS Pharmaceuticals, Inc. 1990 Director Stock Plan and the
SEQUUS Pharmaceuticals, Inc. Equity Incentive Plan (collectively, the
"Plans").
On June 22, 2001, Express Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Johnson & Johnson ("Merger Sub"), was merged
with and into ALZA Corporation, a Delaware corporation ("ALZA"). As a result
of such merger (the "Merger"), ALZA became a wholly owned subsidiary of
Johnson & Johnson and each outstanding share (other than shares owned by
Johnson & Johnson, Merger Sub or ALZA) of common stock, par value $0.005 per
share, of ALZA ("ALZA Common Stock") was converted into the right to receive
0.98 shares of Johnson & Johnson Common Stock. In addition, each outstanding
option issued pursuant to the Plans will no longer be exercisable for shares
of ALZA Common Stock, but, instead, will constitute an option to acquire, on
the same terms and conditions as were applicable under such option immediately
prior to the completion of the Merger, the number of shares of Johnson &
Johnson Common Stock (rounded down to the nearest whole share) determined by
multiplying the number of shares of ALZA Common Stock subject to such option
by 0.98, at a price per share of Johnson & Johnson Common Stock equal to (i)
the aggregate exercise price for the shares of ALZA Common Stock otherwise
purchasable pursuant to such option divided by (ii) the aggregate number of
shares of Johnson & Johnson Common Stock deemed purchasable pursuant to such
option.
The designation of this Post-Effective Amendment as Registration No.
333-59380 denotes that the Post-Effective Amendment relates only to the shares
of Johnson & Johnson Common Stock issuable upon the exercise of stock options
under the Plans and that this is the first Post-Effective Amendment on Form
S-8 to the Form S-4 filed with respect to such shares.
2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Johnson & Johnson with the
Securities and Exchange Commission (the "SEC") are incorporated herein by
reference:
(a) Johnson & Johnson's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000;
(b) Johnson & Johnson's Quarterly Report on Form 10-Q for the
quarter ended April 1, 2001; and
(c) the description of Johnson & Johnson Common Stock set forth in
Johnson & Johnson's Registration Statements filed pursuant to
Section 12 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by Johnson & Johnson pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by Johnson & Johnson pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act in each year during which the offering
made hereby is in effect prior to the filing with the SEC of Johnson &
Johnson's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference herein or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Johnson & Johnson
Common Stock being registered hereby has been passed upon for Johnson &
Johnson by Michael H. Ullmann, Esq., Assistant General Counsel and Secretary of
Johnson & Johnson. Mr. Ullmann is paid a salary by Johnson & Johnson, is a
participant in various employee benefit plans offered to employees of Johnson &
Johnson generally and owns and has options to purchase shares of Johnson &
Johnson Common Stock.
Item 6. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA") provides that
a New Jersey corporation has the power to indemnify a director or officer
against his or her expenses and liabilities in connection with any proceeding
involving the director or officer by reason of his or her being or having been
such a director or officer, other than a proceeding by or in the right of the
corporation, if such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a director or officer may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or otherwise;
provided, that no indemnification shall be made to or on behalf of a director
or officer if a judgment or other final adjudication adverse to the director
or officer establishes that his or her acts or omissions (a) were in breach of
his or her duty of loyalty to the corporation or its shareholders, (b) were
not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.
The registrant's restated certificate of incorporation provides
that, to the full extent that the laws of the State of New Jersey permit the
limitation or elimination of the liability of directors or officers, no
director or officer of the registrant shall be personally liable to the
registrant or its shareholders for damages for breach of any duty owed to the
registrant or its shareholders.
The by-laws of the registrant provide that to the full extent
permitted by the laws of the State of New Jersey, the registrant shall
indemnify any person (an "Indemnitee") who was or is involved in any manner
(including, without limitation, as a party or witness) in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the registrant to procure a judgment in its favor) (a "Proceeding"),
or who is threatened with being so involved, by reason of the fact that he or
she is or was a director or officer of the registrant or, while serving as a
director or officer of the registrant, is or was at the request of the
registrant also serving as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan), against all expenses
(including attorneys' fees), judgments, fines, penalties, excise taxes and
amounts paid in settlement actually and reasonably incurred by the Indemnitee
in connection with such Proceeding, provided that, there shall be no
indemnification under such by-laws with respect to any settlement or other
nonadjudicated disposition of any threatened or pending Proceeding unless the
registrant has given its prior consent to such settlement or disposition. The
right of indemnification created by the by-laws shall be a contract right
enforceable by an Indemnitee against the registrant, and it shall not be
exclusive of any other rights to which an Indemnitee may otherwise be
entitled. The indemnification provisions of the by-laws shall inure to the
benefit of the heirs and legal representatives of an Indemnitee and shall be
applicable to Proceedings commenced or continuing after the adoption of the
by-laws, whether arising from acts or omissions occurring before or after such
adoption. No amendment, alteration, change, addition or repeal of or to the
by-laws shall deprive any Indemnitee of any rights under the by-laws with
respect to any act or omission of such Indemnitee occurring prior to such
amendment, alteration, change, addition or repeal.
The registrant enters into indemnification agreements with its
directors and officers and enters into insurance agreements on its own behalf.
The indemnification agreements provide that the registrant agrees to hold
harmless and indemnify its directors and officers to the fullest extent
authorized or permitted by the NJBCA, or any other applicable law, or by any
amendment thereof or other statutory provisions authorizing or permitting such
indemnification that is adopted after the date hereof. Without limiting the
generality of the foregoing, the registrant agrees to hold harmless and
indemnify its directors and officers to the fullest extent permitted by
applicable law against any and all expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending, or completed claim, action, suit, or proceeding by reason of the fact
that they were, are, shall be, or shall have been a director or officer of the
registrant, or are or were serving, shall serve, or shall have served, at the
request of the registrant, as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by such paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New Brunswick, New Jersey on the 22nd day of June, 2001.
JOHNSON & JOHNSON,
By: /s/ M. H. Ullmann
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Name: M. H. Ullmann
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
* Chairman, Board of June 22, 2001
------------------------- of Directors; Chief Executive
(R. S. Larsen) Officer and CHairman, Executive
Committee (Principal Executive
Officer)
* Member, Executive Committee; June 22, 2001
------------------------- Vice President, Finance
(R. J. Darretta) (Principal Financial Officer)
* Controller (Principal Accounting June 22, 2001
------------------------- Officer)
(C. E. Lockett)
Director
-------------------------
(G. N. Burrow)
* Director June 22, 2001
-------------------------
(J. G. Cooney)
* Director June 22, 2001
-------------------------
(J. G. Cullen)
* Director June 22, 2001
-------------------------
(M. J. Folkman)
* Director June 22, 2001
-------------------------
(A. D. Jordan)
* Director June 22, 2001
-------------------------
(A. G. Langbo)
* Director June 22, 2001
-------------------------
(J. T. Lenehan)
* Director June 22, 2001
-------------------------
(J. S. Mayo)
* Director June 22, 2001
-------------------------
(L. F. Mullin)
* Director June 22, 2001
-------------------------
(H. B. Schacht)
* Director June 22, 2001
-------------------------
(M. F. Singer)
* Director June 22, 2001
-------------------------
(J. W. Snow)
* Director June 22, 2001
-------------------------
(W. C. Weldon)
* Director June 22, 2001
-------------------------
(R. N. Wilson)
By: /s/ M. H. Ullmann
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Attorney-in-Fact
EXHIBIT INDEX
Exhibits
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson dated May 21, 1996, that define the rights of security
holders of Johnson & Johnson (incorporated by reference to Exhibit
3(a)(iii) to Johnson & Johnson's Annual Report on Form 10-K for the
year ended December 29, 1996).
4.2 Provisions of the By-laws of Johnson & Johnson, as amended effective
June 11, 2001, that define the rights of security holders of Johnson
& Johnson.
5.1 Opinion of Michael H. Ullmann, Assistant General Counsel and Secretary
of Johnson & Johnson, regarding the legality of the securities being
issued.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Michael H. Ullmann, Assistant General Counsel and Secretary
of Johnson & Johnson (included in Exhibit 5.1).
24.1* Power of Attorney.
-------------------------
* Previously filed.