As filed with the Securities and Exchange Commission on August 7, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 One Johnson & Johnson Plaza 22-1024240
(State of other New Brunswick, New Jersey 08933 (I.R.S. Employer
jurisdiction (Address, including zip code, and Identification No.)
of incorporation or telephone number, including area code,
organization) of registrant's principal executive
offices)
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James R. Hilton, Esq.
Michael H. Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Telephone: (732) 524-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o --------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
to be registered registered per unit offering price fee
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Guarantees.............. $393,096,000 $0(1) $0(1) $0(1)
Common Stock, par value
$1.00 per share......... 5,403,694(2) N/A N/A (3)
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(1) In connection with the merger of Express Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Johnson & Johnson, with and
into ALZA Corporation, a Delaware corporation ("ALZA"), ALZA, Johnson &
Johnson and Chase Manhattan Bank and Trust Company, National Association,
as trustee, under the Indenture dated as of July 28, 2000 pursuant to which
ALZA's 3% Zero Coupon Convertible Subordinated Debentures Due July 28, 2020
(the "ALZA debentures") were issued, entered into a supplemental indenture
pursuant to which, among other things, the ALZA debentures become
convertible into shares of Johnson & Johnson common stock and Johnson &
Johnson unconditionally and irrevocably guaranteed, on a subordinated
basis, the ALZA debentures. No consideration was received by Johnson &
Johnson from holders of the ALZA debentures or otherwise in connection with
Johnson & Johnson's issuance of its subordinated guarantees of the ALZA
debentures (which guarantees are embodied in the supplemental indenture).
(2) Represents the number of shares of Johnson & Johnson common stock presently
issuable upon conversion of the ALZA debentures held by the selling
securityholders from time to time named in the prospectus contained herein
and any supplements thereto plus an additional indeterminate number of
shares that may become issuable upon conversion by reason of anti-dilution
adjustments.
(3) Pursuant to Rule 457(i), no registration fee is required for the shares of
Johnson & Johnson common stock issuable upon conversion of the ALZA
debentures because such shares, if issued, will be issued for no additional
consideration.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Prospectus Subject to Completion
Dated August 7, 2001
Johnson & Johnson
5,403,694 Shares
Common Stock
$393,096,000
Guarantees
On June 22, 2001, ALZA Corporation became a wholly owned subsidiary of
Johnson & Johnson through the merger of a wholly owned subsidiary of Johnson &
Johnson with and into ALZA, and each outstanding share of ALZA common stock was
converted into the right to receive 0.98 shares of Johnson & Johnson common
stock. In connection with the merger, ALZA's 3% Zero Coupon Convertible
Subordinated Debentures due July 28, 2020 became convertible into shares of
Johnson & Johnson common stock at a conversion rate of 13.7465 shares of Johnson
& Johnson common stock per $1,000 principal amount of an ALZA debenture, subject
to anti-dilution adjustments, and Johnson & Johnson issued its subordinated
guarantee of the ALZA debentures.
This prospectus relates to 5,403,694 shares of Johnson & Johnson common
stock issuable upon conversion of ALZA debentures held by certain selling
securityholders, plus such additional indeterminate number of shares of Johnson
& Johnson common stock as may become issuable upon conversion of the ALZA
debentures as a result of anti-dilution adjustments. The shares of Johnson &
Johnson common stock issuable upon conversion of the ALZA debentures may be sold
from time to time by or on behalf of the selling securityholders named in this
prospectus or in supplements to this prospectus.
This prospectus also relates to Johnson & Johnson's subordinated guarantee
of $393,096,000 aggregate principal amount of the ALZA debentures held by
certain selling securityholders. The Johnson & Johnson guarantees are embodied
in the first supplemental indenture to the indenture governing the ALZA
debentures and may be sold only together with the associated ALZA debentures
from time to time by or on behalf of the selling securityholders named in this
prospectus or in supplements to this prospectus. Under the first supplemental
indenture, Johnson & Johnson also assumed all of the obligations of ALZA under
the indenture governing the ALZA debentures.
The selling securityholders may sell all or a portion of the shares of
Johnson & Johnson common stock issuable upon conversion of ALZA debentures from
time to time on the New York Stock Exchange, in negotiated transactions or
otherwise, and at prices which will be determined by the prevailing market price
for the shares or in negotiated transactions. The selling securityholders may
sell all or a portion of their Johnson & Johnson guarantees, together with the
associated ALZA debentures, in negotiated transactions or otherwise and at
prices which will be determined in negotiated transactions.
The selling securityholders will receive all of the proceeds from the sale
of shares of Johnson & Johnson common stock and the Johnson & Johnson guarantees
offered by this prospectus. Johnson & Johnson will not receive any proceeds of
the sale of the shares or the guarantees by the selling securityholders.
Johnson & Johnson common stock is listed on the New York Stock Exchange
under the trading symbol "JNJ" and on August o, 2001, its closing price was $o
per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or adequate. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August o, 2001.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
TABLE OF CONTENTS
Page
Additional Information............................................. 3
Johnson & Johnson.................................................. 4
Ratio of Earnings to Fixed Charges................................. 4
Use of Proceeds.................................................... 5
Description of Johnson & Johnson Common Stock...................... 5
Description of Johnson & Johnson Guarantees........................ 7
Selling Securityholders............................................ 8
Plan of Distribution............................................... 10
United States Taxation of Non-U.S. Holders......................... 12
Legal Matters...................................................... 15
Experts............................................................ 15
Where You Can Find More Information................................ 15
Special Note Regarding Forward-Looking Statements.................. 17
ADDITIONAL INFORMATION
This prospectus incorporates important business and financial
information about Johnson & Johnson that is not included in or delivered with
this prospectus. This information is available to you without charge upon your
written or oral request. You can obtain documents incorporated by reference in
this prospectus by requesting them in writing or by telephone from Johnson &
Johnson at the following address and telephone number:
JOHNSON & JOHNSON
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Office of Corporate Secretary
Telephone: (732) 524-2455
See "Where You Can Find More Information" on page 15.
3
JOHNSON & JOHNSON
Johnson & Johnson, with approximately 100,000 employees, is the world's
most comprehensive and broadly-based manufacturer of health care products, as
well as a provider of related services, for the consumer, pharmaceutical and
medical devices and diagnostics markets. Johnson & Johnson has more than 195
operating companies in 51 countries around the world, selling products in more
than 175 countries.
Johnson & Johnson's worldwide business is divided into three segments:
consumer, pharmaceutical and medical devices and diagnostics. The consumer
segment's principal products are personal care and hygienic products, including
oral and baby care products, first aid products, nonprescription drugs, sanitary
protection products and adult skin and hair care products. These products are
marketed principally to the general public and distributed both to wholesalers
and directly to independent and chain retail outlets.
The pharmaceutical segment's principal worldwide franchises are in the
anti-infective, anti-fungal, anti-anemia, central nervous system, contraceptive,
dermatology, gastrointestinal and pain management fields. These products are
distributed both directly and through wholesalers for use by health care
professionals and the general public.
The medical devices and diagnostics segment includes suture and mechanical
wound closure products, minimally invasive surgical instruments, diagnostic
products, cardiology products, disposable contact lenses, surgical instruments,
orthopaedic joint replacements and products for wound management and infection
prevention and other medical equipment and devices. These products are used
principally in the professional fields by physicians, nurses, therapists,
hospitals, diagnostic laboratories and clinics. Distribution to these markets is
done both directly and through surgical supply and other dealers.
Johnson & Johnson was organized in the State of New Jersey in 1887. The
address of its principal executive offices is One Johnson & Johnson Plaza, New
Brunswick, New Jersey, and the telephone number at that address is (732)
524-0400.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges represents our historical ratio and
is calculated on a total enterprise basis. The ratio is computed by dividing the
sum of earnings before provision for taxes and fixed charges (excluding
capitalized interest) by fixed charges. Fixed charges represent interest
(including capitalized interest) and amortization of debt discount and expense
and the interest factor of all rentals, consisting of an appropriate interest
factor on operating leases.
Fiscal
Quarter
Ended Fiscal Year Ended
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April 1, December 31, January 2, January 3, December 28, December 29,
2001 2000 2000 1999 1997 1996
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Ratio of Earnings
to Fixed Charges..... 30.29 18.41 14.76 13.46(1) 15.29 14.06
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(1) Earnings for the fiscal year ended January 3, 1999 include restructuring
charges of $613 million and in-process research and development charges of
$298 million. Excluding the effect of these charges, the ratio of earnings
to fixed charges would have been 16.12.
4
USE OF PROCEEDS
The selling securityholders will receive all of the proceeds of the sale of
the shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees offered by this prospectus. Johnson & Johnson will not receive any
proceeds of the sale of the shares or the guarantees by the selling
securityholders.
DESCRIPTION OF JOHNSON & JOHNSON COMMON STOCK
The following summary of Johnson & Johnson common stock is subject in all
respects to applicable New Jersey law, the Johnson & Johnson restated
certificate of incorporation and the Johnson & Johnson by-laws. See "Where You
Can Find More Information"on page 15.
General
The total authorized shares of capital stock of Johnson & Johnson consist
of (1) 4,320,000,000 shares of common stock, $1.00 par value per share, and (2)
2,000,000 shares of preferred stock, without par value. At the close of business
on August o, 2001, o shares of Johnson & Johnson common stock were issued and
outstanding and no shares of Johnson & Johnson preferred stock were issued and
outstanding. The Johnson & Johnson board of directors is authorized to provide
for the issuance from time to time of Johnson & Johnson preferred stock in
series and, as to each series, to fix the designation, the dividend rate and the
preferences, if any, which dividends on that series will have compared to any
other class or series of capital stock of Johnson & Johnson, the voting rights,
if any, the voluntary and involuntary liquidation prices, the conversion or
exchange privileges, if any, applicable to that series and the redemption price
or prices and the other terms of redemption, if any, applicable to that series.
Cumulative dividends, dividend preferences and conversion, exchange and
redemption provisions, to the extent that some or all of these features may be
present when shares of Johnson & Johnson preferred stock are issued, could have
an adverse effect on the availability of earnings for distribution to the
holders of Johnson & Johnson common stock or for other corporate purposes.
Board of Directors
The Johnson & Johnson restated certificate of incorporation and the Johnson
& Johnson by-laws provide that the total number of Johnson & Johnson directors
will be not less than nine nor more than 18, as determined by the Johnson &
Johnson board from time to time. Johnson & Johnson currently has 15 directors.
All directors are elected at each annual meeting of shareholders to serve until
the next annual meeting. The Johnson & Johnson by-laws do not provide for
cumulative voting in the election of directors.
Dividends
The Johnson & Johnson restated certificate of incorporation, as amended,
provides that the Johnson & Johnson board of directors may from time to time
declare dividends on its outstanding shares in accordance with New Jersey law.
Voting Rights; Required Vote for Authorization of Certain Actions
Each holder of Johnson & Johnson common stock is entitled to one vote for
each share held of record and may not cumulate votes for the election of
directors.
Merger or Consolidation. Under New Jersey law, the completion of a merger
or consolidation of a New Jersey corporation organized prior to January 1, 1969,
such as Johnson & Johnson, requires the approval of such corporation's board of
directors and the affirmative vote of two-thirds of the votes
5
cast by the holders of shares of the corporation entitled to vote thereon;
provided that no such approval and vote are required if such corporation is the
surviving corporation and
o such corporation's certificate of incorporation is not amended
o the stockholders of the surviving corporation whose shares were
outstanding immediately before the effective date of the merger will
hold the same number of shares, with identical designations,
preferences, limitations, and rights, immediately after and
o the number of voting shares and participation shares outstanding after
the merger will not exceed by 40% the total number of voting or
participating shares of the surviving corporation before the merger.
Similarly, a sale of all or substantially all of such corporation's assets other
than in the ordinary course of business, or a voluntary dissolution of such
corporation, requires the approval of such corporation's board of directors and
the affirmative vote of two-thirds of the votes cast by the holders of shares of
such corporation entitled to vote thereon.
Business Combinations. Under New Jersey law, no New Jersey corporation may
engage in any "business combination" with any interested shareholder (generally,
a 10% or greater shareholder) for a period of five years following such
interested shareholder's stock acquisition, unless such business combination is
approved by the board of directors of such corporation prior to the stock
acquisition.
Under New Jersey law, "business combination" includes:
o any merger or consolidation of a resident domestic corporation or one
of its subsidiaries:
o with an interested shareholder or
o with any corporation which is, or would be after such merger or
consolidation, an affiliate or associate of an interested
shareholder
o any transfer or other disposition to or with an interested shareholder
or any affiliate or associate of an interested shareholder of at least
10% of (1) the assets, (2) the outstanding shares or (3) the earning
power or income on a consolidated basis, of such resident domestic
corporation and
o other specified self-dealing transactions between such resident
domestic corporation and an interested shareholder or any affiliate or
associate thereof.
In addition, no resident domestic corporation may engage, at any time, in
any business combination with any interested shareholder of such corporation
other than:
o a business combination approved by the board of directors of such
corporation prior to the stock acquisition
o a business combination approved by the affirmative vote of the holders
of two-thirds of the voting stock not beneficially owned by such
interested shareholder at a meeting called for such purpose or
o a business combination in which the interested shareholder meets
certain fair price criteria.
6
In addition to the requirement under New Jersey regarding business
combinations with an interested shareholder, the Johnson & Johnson restated
certificate of incorporation prohibits Johnson & Johnson from engaging in any
"business combination" with any interested shareholder (generally, a 10% or
greater shareholder) without (1) the affirmative vote of at least 80% of the
holders of Johnson & Johnson voting stock, voting together as a single class,
and (2) the affirmative vote of a majority of the combined votes entitled to be
cast by "disinterested shareholders" (as defined in the Johnson & Johnson
restated certificate of incorporation), voting together as a single class;
provided that any business combination will require only the approval required
under New Jersey law if, among other things, such business combination has been
approved at any time by a majority of the "continuing directors" (as defined in
the Johnson & Johnson restated certificate of incorporation) and certain fair
price requirements are met.
The Johnson & Johnson restated certificate of incorporation defines
"business combination" to include:
o any merger or consolidation of Johnson & Johnson
o with an interested shareholder or
o with any other corporation which is, or after such merger or
consolidation would be, an affiliate or associate of an
interested shareholder
o any transfer or other disposition to or with any interested
shareholder or any affiliate or associate of an interested shareholder
of any assets or securities of Johnson & Johnson or any of its
subsidiaries having an aggregate fair market value of 5% of the total
assets of Johnson & Johnson and its subsidiaries
o the adoption of a plan of liquidation of Johnson & Johnson proposed by
an interested shareholder or any affiliate or associate of an
interested shareholder and
o any transaction which increases the capital stock beneficially owned
by an interested shareholder or any affiliate or associate of an
interested shareholder.
DESCRIPTION OF JOHNSON & JOHNSON GUARANTEES
The following summary of the Johnson & Johnson guarantees is subject in all
respects to the first supplemental indenture dated as of June 22, 2001, among
ALZA, Johnson & Johnson and Chase Manhattan Bank and Trust Company, National
Association, as Trustee, to the indenture dated as of July 28, 2000, between
ALZA and Chase Manhattan Bank and Trust Company, National Association, as
Trustee, governing the ALZA debentures. See "Where You Can Find More
Information" on page 15.
Johnson & Johnson has unconditionally and irrevocably guaranteed:
o the full and punctual payment of principal, premium, if any, and
interest on the ALZA debentures when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary
obligations of ALZA under the indenture and the ALZA debentures and
o the full and punctual performance within applicable grace periods of
all other obligations of ALZA under the indenture and the ALZA
debentures.
The Johnson & Johnson guarantees constitute a guarantee of payment, performance
and compliance when due and not a guarantee of collection.
7
Our obligations under the Johnson & Johnson guarantees are subordinated in
right of payment to all our senior indebtedness that is currently outstanding or
that we may incur in the future. As of July 31, 2001, our aggregate outstanding
senior indebtedness was approximately $1,993,975,000. The terms of the
indenture, the first supplemental indenture and the ALZA debentures do not limit
our ability to incur additional senior indebtedness.
The Johnson & Johnson guarantees are in uncertificated form and are
embodied in the first supplemental indenture.
SELLING SECURITYHOLDERS
The ALZA debentures originally were issued and sold on July 28, 2000 in a
private offering to Credit Suisse First Boston Corporation, Chase Securities
Inc. and Morgan Stanley & Co. Incorporated, as the initial purchasers, and were
resold by the initial purchasers in transactions exempt from the registration
requirements of the Securities Act of 1933, to persons reasonably believed by
the initial purchasers to be "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act of 1933) or institutional "accredited
investors" (as defined in Rule 501 under the Securities Act of 1933).
On November 1, 2000, a registration statement on Form S-3 filed by ALZA to
register resales of the ALZA debentures and ALZA common stock then issuable upon
conversion of the ALZA debentures was declared effective by the Securities and
Exchange Commission. On June 22, 2001, ALZA became a wholly owned subsidiary of
Johnson & Johnson through the merger of a wholly owned subsidiary of Johnson &
Johnson with and into ALZA, and each outstanding share of ALZA common stock was
converted into the right to receive 0.98 shares of Johnson & Johnson common
stock. In connection with the merger, the ALZA debentures became convertible
into shares of Johnson & Johnson common stock at a conversion rate of 13.7465
shares of Johnson & Johnson common stock per $1,000 principal amount of an ALZA
debenture, subject to anti-dilution adjustments, and Johnson & Johnson issued
its subordinated guarantee of the ALZA debentures. Johnson & Johnson also
assumed all of the obligations of ALZA under the indenture governing the ALZA
debentures.
The selling securityholders hold ALZA debentures and may from time to time
offer and sell pursuant to this prospectus any or all of the shares of Johnson &
Johnson issuable upon conversion of their ALZA debentures or the Johnson &
Johnson guarantees associated with the ALZA debentures held by the selling
securityholders. The term "selling securityholders" includes the holders listed
below and the beneficial owners of the shares of Johnson & Johnson common stock
and Johnson & Johnson guarantees listed in this prospectus and their
transferees, pledgees, donees or other successors.
The following table sets forth (1) the number of shares of Johnson &
Johnson common stock which the selling securityholders owned or had the right to
acquire upon conversion of the ALZA debentures held by the selling
securityholders as of August o, 2001, (2) the number of shares of Johnson &
Johnson common stock that may be offered and sold pursuant to this prospectus,
(3) the principal amount of the Johnson & Johnson guarantees associated with the
ALZA debentures held by the selling securityholders as of August o, 2001, (4)
the percentage of the aggregate principal amount of Johnson & Johnson guarantees
outstanding as of August o, 2001, represented by that principal amount of
Johnson & Johnson guarantees and (5) the principal amount of the Johnson &
Johnson guarantees that may be offered and sold pursuant to this prospectus. As
of August o, 2001, none of the selling securityholders beneficially owned 1% or
more of the outstanding shares of Johnson & Johnson common stock.
8
Common Stock Guarantees
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Number of
Shares Principal Percentage Principal
Name of Shares Registered Amount of Amount
Selling Beneficially for Sale Beneficially Outstanding Registered for
Securityholder Owned(1) Hereby(2) Owned($) Guarantees Sale Hereby ($)
-------------- ------------ --------- ------------ ----------- ----------------
[To be filed by amendment.]
9
(1) Assumes conversion of the full amount of the unrestricted and restricted
ALZA debentures held by such holder at the conversion rate in effect as of
August o, 2001 of 13.7465 shares of Johnson & Johnson common stock per
$1,000 principal amount of an ALZA debenture. Fractional shares will not be
issued upon conversion of the ALZA debentures; cash will be paid in lieu of
any fractional shares.
(2) Assumes conversion of the full amount of the restricted ALZA debentures
held by such holder at the conversion rate in effect as of August o, 2001
of 13.7465 shares of Johnson & Johnson common stock per $1,000 principal
amount of an ALZA debenture. Fractional shares will not be issued upon
conversion of the ALZA debentures; cash will be paid in lieu of any
fractional shares. This prospectus also covers any additional shares of
Johnson & Johnson common stock which may become issuable in connection with
the shares registered for sale hereby by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
outstanding shares of Johnson & Johnson common stock.
* Represents beneficial ownership of less than 1% of the aggregate principal
amount of Johnson & Johnson guarantees outstanding as of July 20, 2001.
None of the selling securityholders has, or within the past three years has
had, any position, office or other material relationship with Johnson & Johnson
or any of its predecessors or affiliates. Because the selling securityholders
may, pursuant to this prospectus, offer all or some portion of the shares of
Johnson & Johnson common stock issuable upon conversion of their ALZA debentures
or all or some portion of the Johnson & Johnson guarantees associated with the
ALZA debentures held by the selling securityholders, no estimate can be given as
to the number of shares of Johnson & Johnson common stock or the principal
amount of Johnson & Johnson guarantees that will be held by the selling
securityholders upon termination of any such sales. In addition, the selling
securityholders identified above may have sold, transferred or otherwise
disposed of all or a portion of their shares of Johnson & Johnson common stock
issuable upon conversion of their ALZA debentures or all or some portion of the
Johnson & Johnson guarantees, together with the associated ALZA debentures held
by the selling securityholders, since the date on which they provided the
information regarding such shares and guarantees, in transactions exempt from
the registration requirements of the Securities Act of 1933.
PLAN OF DISTRIBUTION
The shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees offered by this prospectus are being registered to permit public
secondary trading of such securities by the holders thereof. Johnson & Johnson
will bear all expenses (other than underwriting discounts and selling
commissions, if any) in connection with the registration and sale of the shares
of Johnson & Johnson common stock and the Johnson & Johnson guarantees covered
by this prospectus.
Johnson & Johnson will not receive any proceeds from the sale of the shares
of Johnson & Johnson common stock or the Johnson & Johnson guarantees. The
shares of Johnson & Johnson common stock and the Johnson & Johnson guarantees,
together with the associated ALZA debentures, may be sold from time to time by
the selling securityholders or by pledgees, donees, transferees or other
successors in interest. The selling securityholders will act independently of
Johnson & Johnson in making decisions with respect to the timing, manner, price
and size of each sale.
The shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees, together with the associated ALZA debentures, covered by this
prospectus may be sold from time to time to purchasers directly by the selling
securityholders. Alternatively, the selling securityholders may from time to
time offer the shares of Johnson & Johnson common stock or the Johnson & Johnson
guarantees, together with the associated ALZA debentures, to or through
underwriters, broker-dealers or agents, who may receive compensation in the form
of underwriting discounts, concessions or commissions from the selling
securityholders or the purchasers of such securities for whom they may act as
agents. The selling securityholders and any underwriters, broker-dealers or
agents that participate in the distribution of the shares of Johnson & Johnson
common stock or the Johnson & Johnson guarantees may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 and any profit
on the sale of such securities and any discounts, commissions, concessions or
other compensation received by any such underwriter, broker-dealer or agent may
be deemed to be underwriting discounts and commissions under the Securities Act
of 1933.
10
Johnson & Johnson common stock is listed on the New York Stock Exchange.
The shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees, together with the associated ALZA debentures, covered by this
prospectus may be sold from time to time in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. The sale of the shares
of Johnson & Johnson common stock and the Johnson & Johnson guarantees, together
with the associated ALZA debentures, may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities exchange
or quotation service on which such securities may be listed or quoted at the
time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or in the over- the-counter market or (iv)
through the writing of options. In connection with sales of shares of Johnson &
Johnson common stock or the Johnson & Johnson guarantees, together with the
associated ALZA debentures, or otherwise, the selling securityholders may enter
into hedging transactions with broker- dealers which may in turn engage in short
sales of such securities in the course of hedging the positions they assume. The
selling securityholders may also sell shares of Johnson & Johnson common stock
or the Johnson & Johnson guarantees, together with the associated ALZA
debentures, short and deliver such securities to close out such short positions,
or loan or pledge shares of such securities to broker- dealers that in turn may
sell such securities. At the time a particular offering of the shares of Johnson
& Johnson common stock or the Johnson & Johnson guarantees, together with the
associated ALZA debentures, is made, a prospectus supplement, if required, will
be distributed which will set forth the number of shares of Johnson & Johnson
common stock or the principal amount of Johnson & Johnson guarantees, as the
case may be, being offered and the terms of the offering, including the name or
names of any underwriters, broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling securityholders and
any discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers and the proposed selling price to the public.
In addition, any shares of Johnson & Johnson common stock and any Johnson &
Johnson guarantees covered by this prospectus which qualify for sale pursuant to
Rule 144, Rule 144A or any other available exemption from registration under the
Securities Act of 1933 may be sold, and in the case of the Johnson & Johnson
guarantees, together with the associated ALZA debentures, under Rule 144, Rule
144A or such other available exemption rather than pursuant to this prospectus.
There is no assurance that any selling securityholder will sell any or all of
the shares of Johnson & Johnson common stock or any or all of the Johnson &
Johnson guarantees, together with the associated ALZA debentures, described in
this prospectus, and any selling securityholder may transfer, devise or gift
such securities by other means not described in this prospectus.
To comply with the securities laws of certain jurisdictions, if applicable,
shares of Johnson & Johnson common stock and the Johnson & Johnson guarantees,
together with the associated ALZA debentures, will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the shares of Johnson & Johnson common stock
or the Johnson & Johnson guarantees, together with the associated ALZA
debentures, may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or any exemption from registration or
qualification is available and is complied with.
The selling securityholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the shares of
Johnson & Johnson common stock or the Johnson & Johnson guarantees by the
selling securityholders. The foregoing may affect the marketability of such
shares or such guarantees.
11
UNITED STATES TAXATION OF NON-U.S. HOLDERS
General
This section summarizes the material U.S. tax consequences to a holder of
Johnson & Johnson common stock that is a "Non-U.S. Holder" (as defined below).
However, the discussion is limited in the following ways:
o The discussion only covers you if you hold Johnson & Johnson common
stock as a capital asset (that is, for investment purposes), and if
you do not have a special tax status.
o The discussion does not cover tax consequences that depend upon your
particular tax situation in addition to your ownership of Johnson &
Johnson common stock.
o The discussion is based on current law. Changes in the law may change
the tax treatment of Johnson & Johnson common stock.
o The discussion does not cover state, local or foreign law.
o Johnson & Johnson has not requested, and will not request, a ruling
from the IRS on the tax consequences of owning Johnson & Johnson
common stock. As a result, the IRS could disagree with portions of
this discussion.
You should consult your tax advisor about the tax consequences of holding in
your particular situation.
For the purposes of this discussion, a "Non-U.S. Holder" is:
o an individual that is a nonresident alien
o a corporation -- or entity taxable as a corporation for U.S. federal
income tax purposes -- created under non-U.S. law or
o an estate or trust that is not taxable in the U.S. on its worldwide
income.
If a partnership holds Johnson & Johnson common stock, the tax treatment of
a partner will generally depend upon the status of the partner and upon the
activities of the partnership. If you are a partner of a partnership holding
Johnson & Johnson common stock, you should consult your tax advisor.
Withholding Taxes in General
Unless an exception applies, all dividends paid to a Non-U.S. Holder will
be subject to U.S. withholding tax at a rate of 30%. These taxes will be
withheld either by the paying agent or by the bank, broker or other intermediary
through which you hold your Johnson & Johnson common stock.
In general, the entire dividend is subject to withholding tax. However,
special rules apply if a dividend is greater than Johnson & Johnson's
accumulated "earnings and profits" as calculated for U.S. federal income tax
purposes. In that case, either:
o Johnson & Johnson (or the intermediary) may elect to withhold only on
the portion of the dividend that is out of our earnings and profits.
In this case, the remainder of the dividend would not be subject to
withholding tax.
12
o Johnson & Johnson (or the intermediary) may withhold on the entire
dividend. In that case, you would be entitled to obtain a refund from
the Internal Revenue Service for the withholding tax on the portion of
the dividend that exceeds our earnings and profits.
Exceptions to 30% Withholding Taxes
You may be entitled to a reduced rate of withholding taxes -- or exemption
from withholding taxes -- if you are eligible for a tax treaty between the
United States and your country of residence. The particular withholding tax rate
that would apply to you depends on your tax status and on the particular tax
treaty. However, the rate under most treaties is 15% for a typical portfolio
investor.
To be eligible for a tax treaty, you generally must meet each of the
following requirements:
o You are the beneficial owner of the Johnson & Johnson common stock.
That is, you are not holding the Johnson & Johnson common stock on
behalf of someone else.
o You are a resident of the tax treaty jurisdiction and you satisfy all
the other requirements in the treaty.
o You comply with certain documentation requirements.
o If you are treated as a partnership or other pass-through entity
either for U.S. federal income tax purposes or under the tax laws of
the treaty jurisdiction, you must satisfy additional requirements.
Alternatively, dividends paid to you will be exempt from U.S. withholding
tax if the dividend income is effectively connected with the conduct of your
trade or business in the U.S., and is not exempt from U.S. tax under a tax
treaty. To claim this exemption, you must generally complete Form W-8ECI.
Even if you meet one of the above requirements, you will not be entitled to
the reduction in, or exemption from, withholding tax on dividends paid to you
under any of the following circumstances:
o The withholding agent or an intermediary knows or has reason to know
that you are not entitled to the reduction in rate or the exemption
from withholding tax. Specific rules apply for this test.
o The IRS notifies the withholding agent that information that you or an
intermediary provided concerning your status is false.
o An intermediary through which you hold Johnson & Johnson common stock
fails to comply with the necessary procedures. In particular, an
intermediary is generally required to forward a copy of your Form
W-8BEN (or other documentary information concerning your status) to
the withholding agent for the shares. However, if you hold your shares
through a qualified intermediary - or if there is a qualified
intermediary in the chain of title between yourself and the
withholding agent for the shares - the qualified intermediary will not
generally forward this information to the withholding agent.
The amount of dividends paid to you, and the amount withheld from the
dividends, will generally be reported to the Internal Revenue Service and to you
on Form 1042-S. However, this reporting does not apply to you if you hold your
Johnson & Johnson common stock directly through a qualified intermediary and the
applicable procedures are complied with.
13
The rules regarding withholding are complex and vary depending on your
individual situation. They are also subject to change, and certain transition
rules apply for calendar year 2001. In addition, special rules apply to certain
types of non-U.S. holders, including partnerships, trusts and other entities
treated as pass-through entities for U.S. federal income tax purposes. You
should consult with your tax advisor regarding the specific methods for
satisfying these requirements.
Sale of Johnson & Johnson common stock
If you sell a share, you will not be subject to U.S. federal income tax on
any gain unless one of the following applies:
o The gain is connected with a trade or business that you conduct in the
U.S.
o You are an individual, you are present in the U.S. for at least 183
days during the year in which you dispose of the share, and certain
other conditions are satisfied.
U.S. Trade or Business
If you hold your Johnson & Johnson common stock in connection with a trade
or business that you are conducting in the U.S.:
o Any dividends on the Johnson & Johnson common stock, and any gain from
disposing of the Johnson & Johnson common stock, generally will be
subject to income tax at the usual U.S. rates applicable to U.S.
persons.
o If you are a corporation, you may be subject to the "branch profits
tax" on your earnings that are connected with your U.S. trade or
business, including earnings from the Johnson & Johnson common stock.
This tax is 30%, but may be reduced or eliminated by an applicable
income tax treaty.
Estate Taxes
If you are an individual, your Johnson & Johnson common stock will be
subject to U.S. estate tax when you die unless you are entitled to the benefits
of an estate tax treaty.
Information Reporting and Backup Withholding
Under the U.S. information reporting rules, when a stockholder receives
dividends or proceeds on the sale of stock, the appropriate intermediary must
report to the Internal Revenue Service and to the stockholder the amount of the
dividends or sale proceeds. Some stockholders, including all corporations, are
exempt from these rules.
In addition, a nonexempt stockholder is required to provide the
intermediary with certain identifying information. If this information is not
supplied, or if the intermediary knows or has reason to know that it is not
true, dividends or sale proceeds are subject to "backup withholding" at a
maximum rate of 31%. Backup withholding is not an additional tax, and the
stockholder may use the tax as a credit against the tax it otherwise owes.
14
LEGAL MATTERS
The validity of the shares of Johnson & Johnson common stock and the
enforceability of the Johnson & Johnson guarantees offered by this prospectus
have been passed upon by Joseph S. Orban, Esq., Associate General Counsel, of
Johnson & Johnson. Mr. Orban 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.
EXPERTS
The supplemental consolidated financial statements as of December 31, 2000
and January 2, 2000 and for each of the three fiscal years in the period ended
December 31, 2000 of Johnson & Johnson and subsidiaries incorporated in this
prospectus by reference to the Johnson & Johnson Current Report on Form 8-K
filed on August 7, 2001, and the historical consolidated financial statements
and financial statement schedule of Johnson & Johnson and subsidiaries as of
December 31, 2000 and January 2, 2000, and for each of the three fiscal years in
the period ended December 31, 2000, which are included in or incorporated by
reference in the Johnson & Johnson Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, which have also been incorporated by reference in
this prospectus, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register resales of:
o the shares of the Johnson & Johnson common stock issuable upon
conversion of ALZA debentures held by certain selling securityholders
and
o the Johnson & Johnson guarantees of the ALZA debentures associated
with the ALZA debentures held by certain selling securityholders.
This prospectus forms a part of that registration statement. As allowed by
Securities and Exchange Commission rules, this prospectus does not contain all
the information contained in the registration statement or in the exhibits to
the registration statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy those reports, statements or other information
at the Securities and Exchange Commission's public reference rooms at the
following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. These Securities and Exchange
Commission filings are also available to the public from commercial document
retrieval services and at the Internet world wide web site maintained by the
Securities and Exchange Commission at "http://www.sec.gov." Reports,
15
proxy statements and other information concerning Johnson & Johnson may also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus or in later filed documents incorporated by reference in this
prospectus.
This prospectus incorporates by reference the documents set forth below
that we have previously filed with the Securities and Exchange Commission. These
documents contain important business and financial information about Johnson &
Johnson that is not included in or delivered with this prospectus.
Johnson & Johnson Filings
(File No. 001-03215) Period or Date Filed
-------------------- --------------------
Annual Report on Form 10-K......... Fiscal Year ended December 31, 2000, as
amended by Amendment No. 1 thereto filed on
Form 10-K/A on June 28, 2001
Quarterly Report on Form 10-Q...... Quarter ended April 1, 2001
Current Report on 8-K.............. Filed August 7, 2001
The Current Report on Form 8-K filed on August 7, 2001 contains the
supplemental audited consolidated financial statements of Johnson & Johnson
and subsidiaries as of December 31, 2000 and January 2, 2000 and for each of
the three fiscal years in the period ended December 31, 2000 and the unaudited
supplemental condensed consolidated financial statements of Johnson & Johnson
and subsidiaries for the three months ended April 1, 2001 and April 2, 2000
which give retroactive effect to Johnson & Johnson's merger with ALZA
Corporation, which has been accounted for as a pooling of interests.
We are also incorporating by reference additional documents that we file
before the termination of this offering. These include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.
You can request a free copy of any or all of these documents, other than
the exhibits to those documents, unless those exhibits are specifically
incorporated by reference into these documents, by writing to or calling the
following address or telephone number:
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Office of Corporate Secretary
Telephone: (732) 524-2455
You should rely only on the information contained or incorporated by
reference in this prospectus before deciding to purchase shares of Johnson &
Johnson common stock or the Johnson & Johnson guarantees being offered by this
prospectus. We have not authorized anyone to provide you with information that
is different from what is contained in this prospectus. This prospectus is dated
August o , 2001. You should not assume that the information contained in this
prospectus is accurate as of any date other than that date unless the
information specifically indicates that another date applies. If you are in a
jurisdiction where it is unlawful to offer to convert or sell or to ask for
offers to convert or buy the securities offered by this prospectus, or if you
are a person to whom it is unlawful to direct those activities, then the offer
presented in this prospectus does not extend to you.
16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
"forward-looking statements" that anticipate results based on management's plans
that are subject to uncertainty. Forward-looking statements do not relate
strictly to historical or current facts and may be identified by their use of
words like "plans", "expects", "will", "anticipates", "estimates" and other
words of similar meaning. These statements may address, among other things,
Johnson & Johnson's strategy for growth, product development, regulatory
approvals, market position, expenditures and financial results.
Forward-looking statements are based on current expectations of future
events. Johnson & Johnson cannot guarantee that any forward-looking statement
will be accurate, although Johnson & Johnson believes that it has been
reasonable in its expectations and assumptions. Investors should realize that if
underlying assumptions prove inaccurate or that unknown risks or uncertainties
materialize, actual results could differ materially from our projections.
Johnson & Johnson assumes no obligation to update any forward-looking statements
as a result of new information or future events or developments.
Johnson & Johnson's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 contains, in Exhibit 99(b), a discussion of various factors
that could cause actual results to differ materially from expectations. That
Exhibit from the Form 10-K is incorporated in this prospectus by reference.
Johnson & Johnson notes these factors are permitted by the Private Securities
Litigation Reform Act of 1995. Investors are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the date of
this prospectus or, in the case of any document we incorporate by reference, the
date of that document. Investors also should understand that it is not possible
to predict or identify all such factors and should not consider this list to be
a complete statement of all potential risks and uncertainties.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses to be paid by Johnson &
Johnson in connection with the sale and distribution of the securities being
offered by the prospectus forming a part of this Registration Statement. All
amounts shown are estimates except for amounts of filing and listing fees.
Securities and Exchange Commission registration fee.................. $ 0
New York Stock Exchange listing fee.................................. 0
Trustee fees......................................................... 3,500
Legal fees and expenses.............................................. 10,000
Accounting fees and expenses......................................... 5,000
Printing, EDGAR formatting and mailing expenses...................... 1,000
Miscellaneous........................................................ 1,000
Total.......................................................... $ 20,500
Item 15. 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 and officers, no director or
officer of the Registrant shall be personally liable to the Registrant or its
stockholders for damages for breach of any duty owed to the Registrant or its
stockholders.
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 the By-laws with respect
to any
II-1
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 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in the 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 a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering 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 the Registration Statement or
any material change to such information in the Registration Statement;
II-2
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Securities 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Brunswick, State of New Jersey on this 7th day of
August, 2001.
JOHNSON & JOHNSON
By /s/ R. S. Larsen
--------------------------------------
Name: R. S. Larsen
Title: Chairman, Board of Directors;
Chief Executive Officer and
Chairman, Executive Committee
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. R. Hilton and M. H. Ullmann, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. S. Larsen
---------------------------- Chairman, Board of Directors; August 7, 2001
(R. S. Larsen) Chief Executive Officer and
Chairman, Executive
Committee
(Principal Executive Officer)
/s/ R.J. Darretta
---------------------------- Member, Executive August 7, 2001
(R. J. Darretta) Committee; Vice President,
Finance,
(Principal Financial Officer)
/s/ C.E. Lockett
---------------------------- Controller August 7, 2001
(C. E. Lockett) (Principal Accounting Officer)
----------------------------- Director August 7, 2001
(G. N. Burrow)
II-4
Signature Title Date
----------------------------- Director August 7, 2001
(J. G. Cooney)
----------------------------- Director August 7, 2001
(J. G. Cullen)
/s/ M.J. Folkman
----------------------------- Director August 5, 2001
(M. J. Folkman)
---------------------------- Director August 7, 2001
(A. D. Jordan)
----------------------------- Director August 7, 2001
(A. G. Langbo)
/s/ J.T. Lenehan
----------------------------- Director August 7, 2001
(J. T. Lenehan)
/s/ J.S. Mayo
------------------------------ Director August 3, 2001
(J. S. Mayo)
/s/ L.F. Mullin
------------------------------ Director August 7, 2001
(L. F. Mullin)
------------------------------- Director August 7, 2001
(H. B. Schacht)
/s/ M.F. Singer
-------------------------------- Director August 3, 2001
(M. F. Singer)
/s/ J.W. Snow
------------------------------- Director August 7, 2001
(J. W. Snow)
/s/ W.C. Weldon
----------------------------- Director August 7, 2001
(W. C. Weldon)
/s/ R.N. Wilson
------------------------------ Director August 7, 2001
(R. N. Wilson)
II-5
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of March 26, 2001, among Johnson
& Johnson, Express Merger Sub Inc. and ALZA Corporation (incorporated
by reference to Exhibit 2.1 to Johnson & Johnson's Registration
Statement on Form S-4, Registration No. 333-59380).
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson dated May 21, 1996, that define the rights of securityholders
of Johnson & Johnson (incorporated by reference to Exhibit 3 to
Johnson & Johnson's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996).
4.2 Provisions of the By-laws of Johnson & Johnson, as amended effective
June 11, 2001, that define the rights of securityholders of Johnson &
Johnson (incorporated by reference to Exhibit 3(b) to Johnson &
Johnson's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as amended by Amendment No. 1 thereto filed on Form
10-K/A filed on June 28, 2001)
4.3 First Supplemental Indenture dated as of June 22, 2001, among ALZA
Corporation, Johnson & Johnson and Chase Manhattan Bank and Trust
Company, National Association, as Trustee.
5.1* Opinion of Joseph S. Orban, Esq., Associate General Counsel, of
Johnson & Johnson, regarding the validity of the shares and the
enforceability of the guarantees.
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Joseph S. Orban, Esq., Associate General Counsel, of
Johnson & Johnson (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
---------
* To be filed by amendment.
EXHIBIT 12.1
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Millions)
Fiscal Quarter
Ended Fiscal Year Ended
April 1, December 31, January 2, January 3, December 28, December 29,
2001 2000 2000 1999(2) 1997 1996
--------------- ------------ ---------- ---------- ----------- -----------
Determination of Earnings:
Earnings Before Provision
for Taxes on Income............ $ 2,217 6,868 5,877 4,333 4,342 4,143
Fixed Charges..................... 55 292 337 269 260 258
---------- -------- -------- -------- ------- -------
Total Earnings as Defined...... 2,272 7,160 6,214 4,602 4,602 4,401
Fixed Charges and Other:
Rents............................. 22 88 82 83 81 82
Interests......................... 33 204 255 186 179 176
---------- -------- --------- -------- -------- --------
Fixed Charges................ 55 292 337 269 260 258
Capitalized Interest.............. 20 97 84 73 41 55
---------- --------- ---------- -------- --------- ---------
Total Fixed Charges.......... $ 75 389 421 342 301 313
Ratio of Earnings to Fixed
Charges.............................. 30.29 18.41 14.76 13.46 15.29 14.06
--------------------
(1) The ratio of earnings to fixed charges represents the historical ratio of
Johnson & Johnson and is calculated on a total enterprise basis. The ratio
is computed by dividing the sum of earnings before provision for taxes and
fixed charges (excluding capitalized interest) by fixed charges. Fixed
charges represent interest (including capitalized interest) and
amortization of debt discount and expense and the interest factor of all
rentals, consisting of an appropriate interest factor on operating leases.
(2) Earnings for the fiscal year ended January 3, 1999 include restructuring
charges of $613 million and in-process research and development charges of
$298 million. Excluding the effect of these charges, the ratio of earnings
to fixed charges would have been 16.12.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Johnson & Johnson of our report dated January 22,
2001, except as to the stock split which is as of June 12, 2001 and the pooling
of interests with ALZA Corporation which is as of June 22, 2001, relating to our
audit of the supplemental consolidated financial statements of Johnson & Johnson
and subsidiaries as of December 31, 2000 and January 2, 2000, and for each of
the three fiscal years in the period ended December 31, 2000, which report
appears in the Current Report on Form 8-K of Johnson & Johnson filed on August
7, 2001. We also consent to the incorporation by reference in such Registration
Statement of our reports dated January 22, 2001 relating to our audit of the
consolidated financial statements and financial statement schedule of Johnson &
Johnson and subsidiaries as of December 31, 2000 and January 2, 2000 and for
each of the three fiscal years in the period ended December 31, 2000, which
reports are incorporated by reference or included in the Johnson & Johnson
Annual Report on Form 10-K for the fiscal year ended December 31, 2000. We also
consent to the reference to us under the heading "Experts" in this Registration
Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 7, 2001