As filed with the Securities and Exchange Commission on August 14, 2001
Registration No. 333-67020
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
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)
--------------------------
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)
-------------------------
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. /_/
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. /_/ __________
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. /_/ ________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
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Prospectus
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 13, 2001, its closing
price was $55.70 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 14, 2001.
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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
-----------------------------------------------------------------------------------
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
---------------
(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 7, 2001, 3,042,485,089 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 8, 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 8, 2001, (4)
the percentage of the aggregate principal amount of Johnson & Johnson guarantees
outstanding as of August 8, 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 8, 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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Shares Number of Principal
Beneficially Shares Principal Percentage of Amount
Name of Selling Owned (1) Registered for Amount Outstanding Registered for
Securityholder Sale Beneficially Guarantees Sale Hereby($)
Hereby(2) Owned($)
------------- ---------------- ------------- --------------- ---------------
Amerisure Companies/Michigan Mutual
Insurance Company 10,309 10,309 750,000 * 750,000
American Fidelity Assurance Company 7,904 7,904 575,000 * 575,000
Associated Electric & Gas Insurance
Services Limited 20,619 20,619 1,500,000 * 1,500,000
Aventis Pension Master Trust 6,598 6,598 480,000 * 480,000
Bankers Life Insurance Co. 2,474 2,474 180,000 * 180,000
Blue Cross Blue Shield of Florida 89,352 89,352 6,500,000 * 6,500,000
Boilermarker - Blacksmith Pension Trust 41,239 41,239 3,000,000 * 3,000,000
CALAMOS(R)Convertible Fund -
CALAMOS(R)Investment Trust 52,924 52,924 3,850,000 * 4,270,000
CALAMOS(R)Convertible Portfolio -
CALAMOS(R)Advisors Trust 1,993 1,993 145,000 * 145,000
CALAMOS(R)Global Convertible Fund -
CALAMOS(R)Investment Trust 3,780 3,780 275,000 * 275,000
City of Albany Pension Plan 3,642 3,642 265,000 * 265,000
City of Birmingham 41,239 41,239 3,000,000 * 3,000,000
City of Knoxville Pension System 8,522 8,522 620,000 * 620,000
Conseco Annuity Assurance-Multi Bucke
Annuity Convertible Bond Fund t 82,479 82,479 6,000,000 * 6,000,000
Delta Airlines Master Trust 71,481 71,481 5,200,000 * 5,200,000
Dorinco Reinsurance Company 34,366 34,366 2,500,000 * 2,500,000
Genesee County Employees' Retirement
System 10,997 10,997 800,000 * 800,000
Greek Catholic Union 756 756 55,000 * 55,000
Greek Catholic Union II 618 618 45,000 * 100,000
H. K. Porter Company, Inc. 962 962 70,000 * 70,000
IL Annuity and Insurance Company 316,169 316,169 23,000,000 2.1% 23,000,000
Jackson County Employees' Retirement
System 5,842 5,842 425,000 * 425,000
Kettering Medical Center Funded
Depreciation Account 2,474 2,474 180,000 * 180,000
Knoxville Utilities Board Retirement
System 5,773 5,773 420,000 * 420,000
Louisiana Workers' Compensation
Corporation 5,567 5,567 405,000 * 405,000
Morgan Stanley Co. 1,512 1,512 110,000 * 110,000
Nashville Electric Service 6,873 6,873 500,000 * 500,000
BS Debt Income Fund-Class A 274 274 20,000 * 20,000
NORCAL Mutual Insurance Company 10,997 10,997 800,000 * 800,000
Port Authority of Allegheny County 43,026
Retirement and Disability Allowance Plan 43,026 3,130,000 * 3,130,000
Protective Life Insurance Company 625,465 625,465 45,500,000 4.2% 45,500,000
OZ Master Fund, Ltd. 247,437 247,437 18,000,000 1.7% 18,000,000
9
Common Stock Guarantees
------------------------------- ------------------------------------------------
Shares Number of Principal
Beneficially Shares Principal Percentage of Amount
Name of Selling Owned (1) Registered for Amount Outstanding Registered for
Securityholder Sale Beneficially Guarantees Sale Hereby($)
Hereby(2) Owned($)
--------------- ------------- ---------------- ------------- --------------- ---------------
Southern Farm Bureau Life Insurance
Company 30,929 30,929 2,250,000 * 2,250,000
The Cockrell Foundation 3,436 3,436 250,000 * 250,000
The Dow Chemical Company Employees'
Retirement plan 81,104 81,2104 5,900,000 1.5% 5,900,000
The Fondren Foundation 2,543 2,543 185,000 * 185,000
SPT 32,716 32,716 2,380,000 * 2,380,000
UBS Warburg LLC 510,187 510,187 37,114,000 3.4% 37,114,000
United Food and Commercial Workers
Local 1262 and Employers Pension Fund 19,245 19,245 1,400,000 * 1,400,000
Victory Capital Management 193,825 193,825 14,100,000 1.3% 14,100,000
Vopak USA Inc, Retirement Plan 11,272 11,272 820,000 * 820,000
---------------
(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 8, 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 8, 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 August 8,
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
10
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.
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
11
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.
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
12
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.
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.
13
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.
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
14
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.
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,
15
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,
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.
16
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 14, 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.
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 14th day
of August, 2001.
JOHNSON & JOHNSON
By /s/ M. H. Ullmann
-------------------------------
Name: M. H. Ullmann
Title: Secretary
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
--------- ----- ----
* Chairman, Board of Directors; August 14, 2001
------------------------- Chief Executive Officer and
(R. S. Larsen) Chairman, Executive
Committee
(Principal Executive Officer)
*
------------------------- Member, Executive August 14, 2001
(R. J. Darretta) Committee; Vice President,
Finance,
(Principal Financial Officer)
* Controller August 14, 2001
------------------------- (Principal Accounting Officer)
(C. E. Lockett)
* Director August 14, 2001
-------------------------
(G. N. Burrow)
Director August 14, 2001
-------------------------
(J. G. Cooney)
Director August 14, 2001
-------------------------
(J. G. Cullen)
* Director August 14, 2001
-------------------------
(M. J. Folkman)
Director August 14, 2001
-------------------------
(A. D. Jordan)
Director August 14, 2001
-------------------------
(A. G. Langbo)
II-4
Signature Title Date
--------- ----- ----
* Director August 14, 2001
-------------------------
(J. T. Lenehan)
* Director August 14, 2001
-------------------------
(J. S. Mayo)
* Director August 14, 2001
-------------------------
(L. F. Mullin)
Director August 14, 2001
-------------------------
(H. B. Schacht)
* Director August 14, 2001
-------------------------
(M. F. Singer)
* Director August 14, 2001
-------------------------
(J. W. Snow)
* Director August 14, 2001
-------------------------
(W. C. Weldon)
* Director August 14, 2001
-------------------------
(R. N. Wilson)
By: /s/ M. H. Ullmann
---------------------
Attorney-in-Fact
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.
------------------------
* Previously filed.
EXHIBIT 5.1
[LETTERHEAD OF JOHNSON & JOHNSON]
August 7, 2001
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Ladies and Gentlemen:
I am Associate General Counsel of Johnson & Johnson, a New Jersey
corporation (the "Company"), and I am familiar with the Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the proposed registration of resales by certain selling
securityholders of (i) up to an aggregate number of 5,403,694 shares of the
Company's common stock, par value $1.00 per share (the "Shares"), issuable upon
conversion of 3% Zero Coupon Convertible Subordinated Debentures due July 28,
2020 (the "Debentures") of ALZA Corporation, a Delaware corporation and a wholly
owned subsidiary of the Company ("ALZA"), pursuant to the Indenture dated as of
July 28, 2000, between ALZA and Chase Manhattan Bank and Trust Company, National
Association, as Trustee (the "Trustee"), as supplemented and amended by the
First Supplemental Indenture thereto dated as of June 22, 2001 (the "First
Supplemental Indenture"), among ALZA, the Company and the Trustee, and (ii) the
Company's guarantees (the "Guarantees") of up to $393,096,000 aggregate
principal amount of the Debentures, which Guarantees were issued by the Company
under the First Supplemental Indenture.
I have reviewed the Company's Restated Certificate of Incorporation
and By-laws and such other corporate records and documents of the Company,
including, without limitation, the Indenture and the First Supplemental
Indenture, and documents and certificates of public officials and others as I
have deemed necessary as a basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations
as I deem relevant, I am of the opinion that (a) the Shares, when issued upon
conversion of the Debentures, will be duly authorized, validly issued, fully
paid and nonassessable and (b) assuming that the First Supplemental Indenture
has been duly authorized, executed and delivered by ALZA and the Trustee, the
Guarantees constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with its terms. The opinion in clause (b) of
the preceding sentence is limited to the extent that the enforceability of the
Guarantees may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting creditors'
rights generally from time to time in effect and by general principles of
equity, including, without limitation, good faith and fair dealing (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
I hereby consent to the use of my name under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Joseph S. Orban
--------------------------
Joseph S. Orban
Associate General Counsel
EXHIBIT 12.1
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Millions)
Fiscal Quarter Fiscal Year Ended
----------------------- --------------------------------------------------------------------
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 Amendment
No. 1 to 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 10, 2001