<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: October 5, 1998
Date of earliest event reported: October 3, 1998
FEMRX, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-28078 77-0389440
(Commission File No.) (IRS Employer Identification No.)
1221 Innsbruck Drive
Sunnyvale, CA 94089
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 752-8580
1
<PAGE>
Item 5. Other Events.
Johnson & Johnson, the health care products manufacturer, and FemRx, Inc.
(the "Company"), announced on October 5, 1998 that they have entered into a
definitive merger agreement through which Johnson & Johnson, on behalf of its
Ethicon, Inc. subsidiary, will purchase all of the outstanding common shares of
the Company. Under the agreement, Johnson & Johnson will shortly commence a
tender offer to purchase all of the Company's common stock and common stock
equivalents for $2.35 per share in cash. The offer is conditioned on the tender
of 90% of the outstanding shares of common stock and common stock equivalents,
and certain other conditions.
Through its Gynecare Division, Ethicon, Inc. offers innovative surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.
Johnson & Johnson 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 professional markets.
Item 7. Financial Statements and Exhibits.
a. None.
b. None.
c. Exhibits
99.1 Press release dated October 5, 1998.
2
<PAGE>
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.
FemRx, Inc.
Dated: October 5, 1998 By: /s/ Edward W. Unkart
---------------------------
Edward W. Unkart
Chief Financial Officer
3
<PAGE>
Exhibit 99.1
Contacts:
Johnson & Johnson
Robert V. Andrews
732 524-3348
FemRx, Inc.
Ed Unkart
408 752-8580; Ext. 105
FOR IMMEDIATE RELEASE
Johnson & Johnson to Acquire FemRx, Inc.
New Brunswick, NJ (October 5, 1998) - Johnson & Johnson (NYSE:JNJ), the
health care products manufacturer, and FemRx, Inc. (Nasdaq:FMRX), a leader in
the development of innovative products for gynecological disorders, announced
today that they have entered into a definitive merger agreement through which
Johnson & Johnson, on behalf of its Ethicon, Inc. subsidiary, will purchase all
of the outstanding common shares of FemRx.
Under the agreement, Johnson & Johnson will shortly commence a tender offer
to purchase all of FemRx's approximately 9.4 million shares of common stock and
common stock equivalents for $2.35 per share in cash, or approximately $22
million. The offer is conditioned on the tender of 90% of the outstanding shares
of common stock and common stock equivalents, and certain other conditions.
FemRx, Inc., headquartered in Sunnyvale, CA, has developed proprietary
surgical systems that enable surgeons to perform less invasive alternatives to
hysterectomy.
Through its Gynecare Division, Ethicon, Inc. offers innovative surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.
Johnson & Johnson 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 professional markets.
4
<PAGE>
