<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
AMENDMENT NO. 2
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------
FEMRX, INC.
(Name of Subject Company)
--------------------
FEMRX, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
--------------------
314463 10 0
(CUSIP Number of Class of Securities)
--------------------
ANDREW M. THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FEMRX, INC.
1221 INNSBRUCK DR.
SUNNYVALE, CALIFORNIA 94089
(408) 752-8580
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
--------------------
Copies to:
CRAIG E. DAUCHY, ESQ.
COOLEY GODWARD LLP
3000 SAND HILL ROAD
BUILDING 3, SUITE 230
MENLO PARK, CA 94025-7116
(650) 843-5100
(Final Amendment)
================================================================================
<PAGE> 2
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on October 9, 1998 by FemRx, Inc., a Delaware corporation
(the "Company"), as amended by Amendment No. 1 thereto filed with the Commission
on November 2, 1998 by the Company (collectively, the "Schedule 14D-9"). The
Schedule 14D-9 was filed in connection with the tender offer made by Johnson &
Johnson, a New Jersey corporation ("Parent"), Ethicon, Inc., a New Jersey
corporation and ET/FM Acquisition Corp., a Delaware corporation, to purchase all
outstanding shares of common stock of the Company at a price of $2.35 per share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in their Offer to Purchase, dated October 9, 1998, and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings given to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 "Background" of the Schedule 14D-9 is hereby amended to include the
following:
On November 9, 1998, Parent issued a press release announcing that it had
accepted for payment pursuant to the Offer, 8,736,973 shares of Company Common
Stock, representing approximately 93% of the outstanding Company Common Stock. A
copy of the press release is filed as Exhibit 10 hereto and is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended to include the following as
an exhibit:
Exhibit 10: Text of the Press Release, dated November 9, 1998, issued by
Johnson & Johnson.
2
<PAGE> 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
FEMRX, INC.
By: /s/ Edward W. Unkart
-------------------------------
Name: Edward W. Unkart
Title: Chief Financial Officer
Dated: November 10, 1998
3
<PAGE> 1
Exhibit 10
JOHNSON & JOHNSON
NEW BRUNSWICK, NJ 08933
CONTACT: Robert V. Andrews - Media Relations
(732) 524-3348
Helen E. Short - Investor Relations
(732) 524-6491
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON ANNOUNCES
COMPLETION OF ITS TENDER OFFER FOR FEMRX, INC.
New Brunswick, NJ (Nov. 9, 1998) -- Johnson & Johnson (NYSE: JNJ) announced
today that it has accepted for payment 8,736,973 shares of common stock of
FemRx, Inc. (Nasdaq: FMRX), representing approximately 93% of the outstanding
FemRx shares, at $2.35 per share in accord with its tender offer for all
outstanding FemRx shares. The tender offer expired at 12:00 midnight, New York
City time, on Friday, November 6, 1998.
Johnson & Johnson intends to promptly merge ET/FM Acquisition Corp., a
wholly owned subsidiary of Johnson & Johnson, with and into FemRx in accord with
Delaware's short-form merger provisions. As a result of the merger, FemRx will
become a direct, wholly owned subsidiary of Johnson & Johnson and each remaining
outstanding FemRx share will be converted, subject to appraisal rights, into the
right to receive $2.35 in cash, without interest.
# # #
