UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 16, 2006
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
New Jersey 1-3215 22-1024240
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
732-524-0400
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ x ] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On November 16, 2006, Johnson & Johnson and Conor
Medsystems, Inc., a cardiovascular device company,
announced a definitive agreement whereby Johnson &
Johnson will acquire Conor Medsystems for approximately
$1.4 billion. Under the terms of the agreement, an all
cash merger transaction, Conor Medsystems stockholders
will receive at closing $33.50 for each outstanding Conor
Medsystems share. The $1.3 billion estimated net value
of the transaction is based on Conor Medsystem's 42.7
million fully diluted shares outstanding, net of
estimated cash on hand at time of closing. The boards of
directors of Johnson & Johnson and Conor Medsystems have
approved the transaction, which is subject to clearance
under the Hart-Scott-Rodino Antitrust Improvements Act,
Conor Medsystems stockholder approval and other customary
closing conditions. The transaction is expected to close
in the first quarter of 2007. Upon closing, Johnson &
Johnson is expected to incur an estimated one-time after-
tax charge of approximately $600 million, reflecting the
write-off of in-process research and development charges
(IPR&D).
A copy of the press release issued by Johnson & Johnson
and Conor Medsystems, Inc. on November 16, 2006,
concerning the transaction, and a transcript of the
webcast of the conference call, held on November 17,
2006, by Johnson & Johnson and Conor Medsystems, Inc.
with financial analysts regarding the proposed merger are
attached hereto.
Additional Information About the Proposed Transaction and
Where To Find It:
In connection with the proposed transaction, Conor
Medsystems intends to file a proxy statement and other
relevant materials with the Securities and Exchange
Commission (the "SEC"). Before making any voting decision
with respect to the proposed transaction, stockholders of
Conor Medsystems are urged to read the proxy statement
and other relevant materials because they will contain
important information about the proposed transaction. The
proxy statement and other relevant materials, and any
other documents filed by Conor Medsystems with the SEC,
may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, stockholders of Conor
Medsystems may obtain free copies of the documents filed
with the SEC by contacting Conor Medsystems at (650) 614-
4100, or Conor Medsystems, Inc., 1003 Hamilton Court,
Menlo Park, CA 94025. You may also read and copy any
reports, statements, and other information filed by Conor
Medsystems with the SEC at the SEC public reference room
at 100 F Street, NE, Room 1580, Washington, DC 20049.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's
website for further information on its public reference
room.
Conor Medsystems and Johnson & Johnson and each of their
executive officers and directors may be deemed to be
participants in the solicitation of proxies from Conor
Medsystems' stockholders in favor of the proposed
transaction. A list of the names of Conor Medsystems'
executive officers and directors and a description of
their respective interests in Conor Medsystems, are set
forth in the proxy statement for Conor Medsystems' 2006
Annual Meeting of Stockholders, which was filed with the
SEC on April 28, 2006, and in any documents subsequently
filed by its directors and executive officers under the
Securities and Exchange Act of 1934, as amended. Certain
executive officers and directors of Conor Medsystems have
interests in the proposed transaction that may differ
from the interests of stockholders generally, including
benefits conferred under retention, severance and change
in control arrangements and continuation of director and
officer insurance and indemnification. These interests
and any additional benefits in connection with the
proposed transaction will be described in the proxy
statement when it becomes available.
Item 9.01 (d) EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated November 16, 2006.
99.2 Transcript of November 17, 2006 webcast.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHNSON & JOHNSON
(Registrant)
Date: November 17, 2006 By: /s/ Steven M. Rosenberg
Steven M. Rosenberg
Secretary