<PAGE> 1
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
JOHNSON & JOHNSON
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW JERSEY
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
22-1024240
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)
------------------------
JOHNSON & JOHNSON 1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------
PETER S. GALLOWAY, ESQ.
ONE JOHNSON & JOHNSON PLAZA
New Brunswick, N. J. 08933
(908) 524-2455
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
Approximate date of commencement of proposed public offering:
Sales are expected to take place from time to time after the effective date of
the Registration Statement
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Johnson & Johnson Common
Stock (par value $1.00
per share)................ 28,000,000 shares $63.813 $1,786,764,000 $616,126
=====================================================================================================
</TABLE>
(1) Computed per average of the high ($64.00) and low ($63.625) prices of April
25, 1995 based on composite trading data published in the Wall Street
Journal. For purposes of calculating the registration fee only.
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS OR OTHER DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF
FORM S-8 WITH RESPECT TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT
ARE TO BE USED IN CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8
UNDER REGISTRATION NOS. 2-67443, 33-7634, AND 33-40295 AND POST-EFFECTIVE
AMENDMENTS THERETO.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended January 1, 1995.
(b) Not applicable.
(c) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12 of
the Exchange Act of 1934 (the "Exchange Act") and any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by George S. Frazza, Esq., Vice
President and General Counsel of the Registrant. Mr. Frazza is paid a salary by
the Registrant, is a participant in various employee benefit plans offered to
employees of the Registrant generally, and owns and has options to purchase
shares of Common Stock of the Registrant.
ITEM 6. 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 a director or
officer, other than a proceeding by or in the right of the corporation, if such
a 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 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
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(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 hereunder with
respect to any 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. These 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 an 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 -- Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Registrant's Form 10-K Annual Report for the year ended January
3, 1993).
4.2 -- By-laws of Registrant (incorporated by reference to Registrant's Form 10-K
Annual Report for the year ended January 3, 1993).
4.3 -- Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant dated April 23, 1992 (incorporated by reference to Registrant's
Form 10-K Annual Report for the year ended January 3, 1993).
4.4 -- Johnson & Johnson 1995 Stock Option Plan.
5. -- Opinion of George S. Frazza, Esq.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of George S. Frazza (included in Exhibit 5).
24. -- Power of Attorney (included on the signature pages to this Registration
Statement).
</TABLE>
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<PAGE> 4
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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 posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the 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;
provided, however, that paragraphs (a)(i) and (a) (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 the
Registration Statement.
(b) 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 offer thereof.
(c) To remove from registration by means of post-effective amendment of any
of the securities being registered which remain unsold at the
termination of the offering.
(d) 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 Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement 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.
(e) 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 Act 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 Act
and will be governed by the final adjudication of such issue.
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<PAGE> 5
SIGNATURES
THE REGISTRANT. 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-8 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 and State of New Jersey, on the
2nd day of May, 1995.
JOHNSON & JOHNSON
BY /S/ R. S. LARSEN
--------------------------------------
(R. S. Larsen, Chairman, Board of
Directors and Chief Executive Officer)
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<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G. S. Frazza and Peter S. Galloway, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his/her substitute or substitutes, may all fully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been duly signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- --------------------------------- ---------------
<S> <C> <C>
/s/ R. S. LARSEN Chairman, Board of Directors April 26, 1995
- ---------------------------------------------- and Chief Executive Officer
(R. S. LARSEN) and Director (Principal
Executive Officer)
/s/ C. H. JOHNSON Vice President, Finance and April 26, 1995
- ---------------------------------------------- Director (Principal Financial
(C. H. JOHNSON) Officer)
/s/ J. H. HEISEN Controller April 28, 1995
- ----------------------------------------------
(J. H. HEISEN)
/s/ J. W. BLACK Director April 27, 1995
- ----------------------------------------------
(J. W. BLACK)
/s/ G. N. BURROW Director April 27, 1995
- ----------------------------------------------
(G. N. BURROW)
/s/ J. G. COONEY Director April 27, 1995
- ----------------------------------------------
(J. G. COONEY)
/s/ P. M. HAWLEY Director April 27, 1995
- ----------------------------------------------
(P. M. HAWLEY)
/s/ A. D. JORDAN Director April 27, 1995
- ----------------------------------------------
(A. D. JORDAN)
/s/ A. G. LANGBO Director April 27, 1995
- ----------------------------------------------
(A. G. LANGBO)
/s/ J. S. MAYO Director April 27, 1995
- ----------------------------------------------
(J. S. MAYO)
/s/ T. S. MURPHY Director April 18, 1995
- ----------------------------------------------
(T. S. MURPHY)
/s/ P. J. RIZZO Director April 27, 1995
- ----------------------------------------------
(P. J. RIZZO)
/s/ M. F. SINGER Director April 27, 1995
- ----------------------------------------------
(M. F. SINGER)
/s/ R. B. SMITH Director April 27, 1995
- ----------------------------------------------
(R. B. SMITH)
/s/ R. N. WILSON Director April 27, 1995
- ----------------------------------------------
(R. N. WILSON)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -------------
<S> <C>
4.1 -- Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Registrant's Form 10-K Annual Report for the year ended January 3,
1993).
4.2 -- By-Laws of Registrant (incorporated by reference to Registrant's Form 10-K
Annual Report for the year ended January 3, 1993).
4.3 -- Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant dated April 23, 1992 (incorporated by reference to Registrant's Form
10-K Annual Report for the year ended January 3, 1993).
4.4 -- Johnson & Johnson 1995 Stock Option Plan.
5. -- Opinion of George S. Frazza, Esq.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of George S. Frazza (included in Exhibit 5).
24. -- Power of Attorney (included on the signature pages to this Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.4
JOHNSON & JOHNSON
1995 STOCK OPTION PLAN
1. PURPOSE
The purpose of the Johnson & Johnson 1995 Stock Option Plan (the "Plan") is
to promote the interests of Johnson & Johnson (the "Company") by ensuring
continuity of management and increased incentive on the part of officers and
executive employees responsible for major contributions to effective management,
through facilitating their acquisition of an equity interest in the Company on
reasonable terms.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors (the "Committee"). The Committee shall consist of not less than
three directors. No person shall be eligible to continue to serve as a member of
such Committee unless such person is a "disinterested person" within the meaning
of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, and an "outside director" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Committee members shall not be eligible to participate in the Plan while
members of the Committee. It shall have the power to select optionees, to
establish the number of shares and other terms applicable to each such option,
to construe the provisions of the Plan, and to adopt rules and regulations
governing the administration of the Plan.
The Board of Directors, within its discretion, shall have authority to
amend the Plan and the terms of any option issued hereunder without the
necessity of obtaining further approval of the stockholders, unless such
approval is required by law.
3. ELIGIBILITY
Those eligible to participate in the Plan will be selected by the Committee
from the following:
(1) Directors who are employees of the Company or its domestic subsidiaries
(excluding members from time to time of the Committee).
(2) Officers and other key employees of the Company and its domestic
subsidiaries.
(3) Key employees of subsidiaries outside the United States.
In all cases, optionees shall be selected on the basis of demonstrated
ability to contribute substantially to the effective management of the Company.
In no event shall an option be granted to any individual who, immediately
after such option is granted, is considered to own stock possessing more than
10% of the combined voting power of all classes of stock of Johnson & Johnson or
any of its subsidiaries within the meaning of Section 422 of the Internal
Revenue Code.
4. ALLOTMENT OF SHARES
A maximum of 28,000,000 authorized but unissued shares of the Common Stock
of the Company (par value $1.00) will be allotted to the Plan, subject to the
required approval by the stockholders. The total number of shares which may be
awarded under the Plan to any optionee in any one year shall not exceed 5% of
the total shares allocated to the Plan. The Committee may, in its discretion,
use Treasury shares in lieu of authorized but unissued shares for the options.
To the extent this is done, the number of authorized but unissued shares to be
used for the Plan will be reduced.
Shares covered by options which lapse or have been terminated during the
duration of this Plan may be reallocated by the Committee.
5. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on April 27, 1995. No option shall be
granted pursuant to this Plan later than April 26, 2000, but options theretofore
granted may extend beyond that date in accordance with their terms.
<PAGE> 2
6. TERMS AND CONDITIONS
A. ALL OPTIONS
The following shall apply to all options granted under the Plan:
(i) Option Price
The option price per share for each stock option shall be determined
by the Committee and shall not be less than the fair market value on the
date the option is granted. The fair market value shall be determined as
prescribed by the Internal Revenue Code and Regulations.
(ii) Time of Exercise of Option
The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such parts as
may be specified from time to time by the Committee. With respect to an
optionee whose employment has terminated by reason of death, disability or
retirement, the Committee may in its discretion accelerate the time or
times when any particular stock option held by said optionee may be so
exercised so that such time or times are earlier than those originally
provided in said option. In all cases exercise of a stock option shall be
subject to the provisions of Section 6B(ii) or 6C(iii), as the case may be.
(iii) Payment
The entire option price may be paid at the time the option is
exercised. When an option is exercised prior to termination of employment,
the Committee shall have the discretion to arrange for the payment of such
price, in whole or in part, in installments. In such cases, the Committee
shall obtain such evidence of the optionee's obligation, establish such
interest rate and require such security as it may deem appropriate for the
adequate protection of the Company.
(iv) Non-Transferability of Option
Unless otherwise specified by the Committee to the contrary, an option
by its terms shall not be transferable by the optionee otherwise than by
will or by the laws of descent and distribution and shall be exercisable
during the optionee's lifetime only by the optionee. The Committee may, in
the manner established by the Committee, provide for the transfer, without
payment of consideration, of a non-qualified option by an optionee to a
member of the optionee's immediate family or to a trust or partnership
whose beneficiaries are members of the optionee's immediate family. In such
case, the option shall be exercisable only by such transferee. For purposes
of this provision, an optionee's "immediate family" shall mean the holder's
spouse, children and grandchildren.
(v) Adjustment in Event of Recapitalization of the Company
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, or
any other change in the corporate structure or shares of the Company, the
Board of Directors shall make such adjustment as it may deem equitably
required in the number and kind of shares authorized by and for the Plan,
in the number and kind of shares covered by the options granted, in the
number of shares which may be awarded to an optionee in any one year, and
in the option price.
B. NON-QUALIFIED STOCK OPTIONS
The Committee may, in its discretion, grant options under the Plan which,
in whole or in part, do not qualify as incentive stock options under Section 422
of the Internal Revenue Code. In addition to the terms and conditions set forth
in Section 6A above, the following terms and conditions shall govern any option
(or portion thereof) to the extent that it does not so qualify.
(i) Form of Payment
Payment of the option price of any option (or portion thereof) not
qualifying as an incentive stock option shall be made in cash or, in the
discretion of the Committee, in the Common Stock of the
<PAGE> 3
Company valued at its fair market value (as the same shall be determined by
the Committee), or a combination of such Common Stock and cash.
(ii) Rights after Termination of Employment
In the event of termination of employment due to any cause including
death, disability or retirement, rights to exercise the stock option shall
cease, except for those which have accrued to the date of termination,
unless the Committee shall otherwise specify. These rights shall remain
exercisable for a period of three months, or such longer period (not to
exceed three years) as the Committee shall provide, following termination
for any cause other than death, disability or retirement and for a period
of three years following termination due to death, disability or
retirement, unless the Committee otherwise specifies. The Committee may, in
its discretion, extend the period within which any particular option may be
exercised beyond the expiration date originally provided in said option.
However, no stock option shall, in any event, be exercised after the
expiration of the full term of the option as may be specified in the
option.
(iii) Period of Option
The exercise period of each non-qualified stock option shall be
specified by the Committee at the time of grant.
C. INCENTIVE STOCK OPTIONS
The Committee may, in its discretion, grant options under the Plan which
qualify in whole or in part as incentive stock options under Section 422 of the
Internal Revenue Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any option (or
portion thereof) to the extent that it so qualifies:
(i) Maximum Fair Market Value of Incentive Stock Options
The aggregate fair market value (determined as of the time such option
is granted) of the Common Stock for which any optionee may have stock
options which first become vested in any calendar year (under all incentive
stock option plans of the Company and its parent and subsidiary
corporations) shall not exceed $100,000.
(ii) Form of Payment
Payment of the option price for incentive stock options shall be made
in cash or in the Common Stock of the Company valued at its fair market
value (as the same shall be determined by the Committee), or a combination
of such Common Stock and cash. Where payment of the option price is to be
made with Common Stock acquired under a Company compensation plan (within
the meaning of paragraph 11(g) of Opinion No. 25 of the Accounting
Principles Board), such Common Stock will not be accepted as payment unless
the optionee has beneficially owned such Common Stock for at least six
months (increased to one year if such Common Stock was acquired under an
incentive stock option) prior to such payment.
(iii) Rights after Termination of Employment
In the event of termination of employment due to any cause including
death, disability or retirement, rights to exercise the stock option shall
cease, except for those which have accrued to the date of termination,
unless the Committee shall otherwise specify. These rights shall remain
exercisable for a period of three months, or such longer period (not to
exceed three years) as the Committee shall provide, following termination
for any cause other than death, disability or retirement and for a period
of three years following termination due to death, disability or
retirement, unless the Committee otherwise specifies. However, no incentive
stock option shall, in any event, be exercised after the expiration of 10
years from the date such option is granted, or such earlier date as may be
specified in the option.
(iv) Period of Option
The exercise period of each incentive stock option by its terms shall
not be more than 10 years from the date the option is granted as specified
by the Committee.
<PAGE> 1
EXHIBIT 5
April 28, 1995
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
RE: REGISTRATION STATEMENT ON FORM S-8
JOHNSON & JOHNSON 1995 STOCK OPTION PLAN
Ladies and Gentlemen:
I am General Counsel of Johnson & Johnson, a New Jersey corporation (the
"Company"), and I have acted as counsel for the Company in connection with the
registration statement under the Securities Act of 1933, as amended, of shares
of Common Stock (the "Common Stock"), par value $1.00 per share, of the Company
to be issued pursuant to the Johnson & Johnson 1995 Stock Option Plan (the
"Plan").
I have reviewed the Company's Restated Certificate of Incorporation, and By-Laws
and such other corporate records of the Company 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 the shares of Common Stock, when issued and
delivered in accordance with the terms of the options issued under the Plan,
will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.
Very truly yours,
By: /S/ GEORGE S. FRAZZA
--------------------
George S. Frazza
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the inclusion in this Registration Statement on Form S-8,
relating to the 1995 Johnson & Johnson Stock Option Plan, of our report dated
January 23, 1995 on our audits of the consolidated financial statements and
financial statement schedule of Johnson & Johnson and subsidiaries as of January
1, 1995 and January 2, 1994, and for each of the three fiscal years in the
period ended January 1, 1995, which reports are incorporated by reference in the
Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P
COOPERS & LYBRAND L.L.P.
New York, New York
May 1, 1995
