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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 29, 1997
(Date of earliest event reported: May 21, 1997)
Commission File Number: 0-28016
BIOPSYS MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0578012
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(State of incorporation or organization) (IRS Employer I.D. No.)
3 MORGAN, IRVINE, CALIFORNIA 92618
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(Address of principal executive offices)
(714) 460-7800
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
On May 21, 1997 the Registrant entered into an Agreement and Plan of
Merger (filed as Exhibit 2.1 to a Schedule 13D filed by Johnson & Johnson on
June 2, 1997) with Johnson & Johnson and Palisades Merger Corp., a wholly-owned
subsidiary of Johnson & Johnson (the "Merger Agreement") pursuant to which
Palisades Merger Corp. will be merged with and into the Registrant (the
"Merger"). In accordance with the terms of the Merger Agreement, the
Registrant has calculated that each share of the Registrant's common stock will
be converted into the right to receive approximately .4393 shares of Johnson &
Johnson common stock at the effective time of the Merger.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
BIOPSYS MEDICAL, INC.
By: /s/ Steven J. Naber
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Steven J. Naber
Vice President, Finance
and Chief Financial Officer
Date: July 29, 1997
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