JOHNSON & JOHNSON, POS AM, 1996-02-27

JOHNSON & JOHNSON
POS AM, 1996-02-27
PHARMACEUTICAL PREPARATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1996

REGISTRATION NO. 333-391-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*

JOHNSON & JOHNSON
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
NEW JERSEY 22-1024240
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
ONE JOHNSON & JOHNSON PLAZA 08933
NEW BRUNSWICK, NEW JERSEY (Zip Code)
(Address of Principal Executive Offices)
</TABLE>

THE CORDIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN

THE CORDIS CORPORATION DIRECTOR NON-QUALIFIED STOCK OPTION PLAN

THE WEBSTER LABORATORIES, INC. 1992 STOCK PLAN
(Full title of the plans)

JOSEPH S. ORBAN, ESQ.
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-0400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:

ROBERT A. KINDLER, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES
PURSUANT TO THE PLANS: Promptly after the filing of this Post-Effective
Amendment.

* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"INTRODUCTORY STATEMENT".
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

INTRODUCTORY STATEMENT

Johnson & Johnson ("J&J") hereby amends its Registration Statement on Form
S-4 (No. 333-391)(the "Form S-4") by filing this Post-Effective Amendment No. 1
on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to
1,161,132 shares of the Common Stock, par value $1.00 per share, of J&J ("J&J
Common Stock") issuable upon the exercise of stock options granted under The
Cordis Corporation Non-Qualified Stock Option Plan, The Cordis Corporation
Director Non-Qualified Stock Option Plan and The Webster Laboratories, Inc. 1992
Stock Plan (the "Plans").

On February 23, 1996, JNJ Merger Corp., a Florida corporation and a
wholly-owned subsidiary of J&J, was merged with and into Cordis Corporation, a
Florida corporation ("Cordis"). As a result of such merger (the "Merger"),
Cordis became a wholly-owned subsidiary of J&J and each outstanding share (other
than shares owned by J&J, Cordis or any subsidiary of J&J) of Common Stock, par
value $1.00 per share, of Cordis ("Cordis Common Stock") has been converted into
1.1292 shares of J&J Common Stock. In addition, each outstanding option issued
pursuant to the Plans will no longer be exercisable for shares of Cordis Common
Stock, but instead, will constitute an option to acquire, on substantially the
same terms and conditions as were applicable under such option, shares of J&J
Common Stock.

The designation of the Post-Effective Amendment as Registration No.
333-391-01 denotes that the Post-Effective Amendment relates only to the shares
of J&J Common Stock issuable on the exercise of stock options under the Plans
and that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares.

-i-
<PAGE> 3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by J&J with the Securities and Exchange
Commission are incorporated herein by reference:

(a) J&J's Annual Report on Form 10-K for the fiscal year ended January 1,
1995 and J&J's Form 10-K/A relating to the year ended January 1, 1995;

(b) J&J's Quarterly Reports on Form 10-Q for the quarterly periods ended
April 2, 1995, July 2, 1995, and October 1, 1995, and the description
of J&J's Common Stock set forth in J&J's Registration Statements filed
pursuant to Section 12 of 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 Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
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 J&J Common Stock being registered
hereby has been passed upon for J&J by Joseph S. Orban, Esq., Associate General
Counsel of J&J. Mr. Orban is paid a salary by J&J, is a participant in various
employee benefit plans offered to employees of J&J generally and owns and has
options to purchase shares of J&J Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The New Jersey Business Corporation Act 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 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, 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

II-1
<PAGE> 4

(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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<C> <S>
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 the 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 The Cordis Corporation Non-Qualified Stock Option Plan.
4.5 The Cordis Corporation Director Non-Qualified Stock Option Plan.
4.6 The Webster Laboratories, Inc. 1992 Stock Plan.
5. Opinion of Joseph S. Orban, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Joseph S. Orban (included in Exhibit 5).
24.* Power of Attorney.
</TABLE>

- ---------------
* Previously filed.

II-2
<PAGE> 5

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 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;

(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 a post-effective amendment 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.

II-3
<PAGE> 6

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
26th day of February, 1996.

JOHNSON & JOHNSON

By: /s/ GEORGE S. FRAZZA

------------------------------------
Name: George S. Frazza
Title: Vice President and General
Counsel

Pursuant to the requirements of the Securities 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
- ------------------------------------------ --------------------------- ------------------
<C> <S> <C>
* Chairman, Board of February 26, 1996
- ------------------------------------------ Directors and Chief
(R.S. Larsen) Executive Officer and
Director (Principal
Executive Officer)
* Vice President, Finance and February 26, 1996
- ------------------------------------------ Director (Principal
(C.H. Johnson) Financial Officer)
* Controller February 26, 1996
- ------------------------------------------
(J.H. Heisen)
* Director February 26, 1996
- ------------------------------------------
(J.W. Black)
* Director February 26, 1996
- ------------------------------------------
(G.N. Burrow)
* Director February 26, 1996
- ------------------------------------------
(J.G. Cooney)
* Director February 26, 1996
- ------------------------------------------
(J.G. Cullen)
* Director February 26, 1996
- ------------------------------------------
(P.M. Hawley)
* Director February 26, 1996
- ------------------------------------------
(A.D. Jordan)
</TABLE>

II-4
<PAGE> 7

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ --------------------------- ------------------
<C> <S> <C>
* Director February 26, 1996
- ------------------------------------------
(A.G. Langbo)
* Director February 26, 1996
- ------------------------------------------
(J.S. Mayo)
* Director February 26, 1996
- ------------------------------------------
(T.S. Murphy)
* Director February 26, 1996
- ------------------------------------------
(P.J. Rizzo)
* Director February 26, 1996
- ------------------------------------------
(M.F. Singer)
* Director February 26, 1996
- ------------------------------------------
(R.B. Smith)
* Director February 26, 1996
- ------------------------------------------
(R.N. Wilson)
*By: /s/ JOSEPH S.
ORBAN
- ------------------------------------------
Joseph S. Orban
(Attorney-in-Fact)
</TABLE>

II-5
<PAGE> 8

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
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 the 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 The Cordis Corporation Non-Qualified Stock Option Plan.
4.5 The Cordis Corporation Director Non-Qualified Stock Option Plan.
4.6 The Webster Laboratories, Inc. 1992 Stock Plan.
5. Opinion of Joseph S. Orban, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Joseph S. Orban (included in Exhibit 5).
24.* Power of Attorney.
</TABLE>

- ---------------
* Previously filed.

<PAGE> 1

EXHIBIT 4.4

CORDIS CORPORATION

NON-QUALIFIED STOCK OPTION PLAN

1. PURPOSE.

The purpose of this Non-Qualified Stock Option Plan (the "Plan") is to
further the interest of the Company and its shareholders by providing incentives
in the form of stock option grants to key employees who contribute materially to
the success and profitability of the Company. The grants will recognize and
reward outstanding individual performances and contributions and will give such
persons a proprietary interest in the Company, thus enhancing their personal
interest in the Company and its subsidiaries in attracting and retaining key
persons. The options granted under this Plan will be nonstatutory options taxed
under Section 83 of the Internal Revenue Code of 1986, as amended.

2. DEFINITIONS.

The following definitions shall apply to this Plan:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Common Stock" means the Common Stock, par value $1.00 per share of the
Company or such other class of shares or securities as to which the Plan may be
applicable pursuant to Section 10 herein.

(e) "Company" means Cordis Corporation.

(f) "Date of Grant" means the date on which the Board grants an Option.

(g) "Employee" means any person employed on an hourly or salaried basis by
the Company or any parent or subsidiary of the Company that now exists or
hereafter is organized or acquired by or acquires the Company.

(h) "Fair Market Price" shall mean the quoted market price of the Common
Stock of the Corporation, which shall, unless otherwise determined by the Board,
be the closing price as reported by NASDAQ Over-the-Counter National Market
System or the last reported sale price prior to the date as of which such market
price is being determined.

(i) "Option" means a stock option granted pursuant to the Plan.

(j) "Optionee" means an Employee who receives an Option.

(k) "Plan" means the Cordis Corporation Non-Qualified Stock Option Plan.

(l) "Share" means the Common Stock, as adjusted in accordance with Section
10 of the Plan.

(m) "Subsidiary" means any corporation 80% or more of the voting securities
of which are owned directly or indirectly by the Company at any time during the
existence of this Plan.

3. ADMINISTRATION.

This Plan will be administered by the Compensation Committee ("Committee"),
the members of which shall be disinterested persons within the meaning of rule
16b-3 under the Securities Exchange Act of 1934 ("1934 Act").

The Committee has the exclusive power to select the participants in this
Plan, to establish the terms of the Options granted to each participant, and to
make all other determinations necessary or advisable under the Plan. The
Committee has the sole and absolute discretion to determine whether the
performance of an eligible
<PAGE> 2

Employee warrants an award under this Plan, and to determine the amount of the
award. The Committee has full and exclusive power to construe and interpret this
Plan, to prescribe, amend, and rescind rules and regulations relating to this
Plan, and to take all actions necessary or advisable for the Plan's
administration. Any such determination made by the Committee will be final and
binding on all persons. A member of the Committee will not be liable for
performing any act or making any determination in good faith.

4. SHARES SUBJECT TO OPTION.

Subject to adjustments as provided for by Section 10 of the Plan, the
maximum aggregate number of Shares that may be optioned and sold under the Plan
shall be 2,625,000. Such Shares may be authorized, but unissued, or may be
treasury shares. If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares that were
subject to the Option shall, unless the Plan has then terminated, be available
for other Options under the Plan.

5. PARTICIPANTS.

(a) Eligible Employee. Each officer and key Employee, as the Board in its
sole discretion designates, is eligible to participate in this Plan. The
Committee's award of an Option to a participant in any year does not require the
Committee to award an Option to that participant in any other year. Furthermore,
the Committee may award different Options to different participants. The
Committee may consider such factors as it deems pertinent in selecting
participants and in determining the amount of their Options including, without
limitations, (i) the financial condition of the Company or its Subsidiaries;
(ii) expected profits for the current or future years; (iii) the contributions
of a prospective participant to the profitability and success of the Company or
its Subsidiaries; and (iv) the adequacy of the prospective participant's other
compensation. Participants may include persons to whom stock, stock options,
stock appreciation rights, or other benefits previously were granted under this
or another plan of the Company or any Subsidiary, whether or not the previously
granted benefits have been fully exercised.

(b) No Right of Employment. An Optionee's right, if any, to continue to
serve the Company and its Subsidiaries as an officer, Employee, Director or
otherwise will not be enlarged or otherwise affected by his designation as a
participant under this Plan, and such designation will not in any way restrict
the right of the Company or any Subsidiary, as the case may be, to terminate at
any time the employment of any participant.

6. OPTION REQUIREMENTS.

Each Option granted under this Plan shall satisfy the following
requirements:

(a) Written Option. An Option shall be evidenced by a written instrument
specifying (i) the number of Shares that may be purchased by its exercise, and
(ii) such terms and conditions as may be consistent with the Plan as the
Committee shall determine.

(b) Exercise Price. The exercise price of each Share subject to the Option
shall be equal to or greater than the Fair Market Value of the Share on the
Option's Date of Grant.

(c) Duration of Option. Each Option will expire on the tenth anniversary
of its Date of Grant or at such earlier date as is set by the Committee in
establishing the terms of the grant for the Option. If an Optionee's employment
with the Company terminates before the expiration date for an Option, the
Options owned by such Optionee shall expire on the earlier of the dates stated
in this subsection or the date stated in subsections (d), (e), (f) or (g) below.

(d) Death. In the case of the death of an Optionee, the Option shall
expire on the one-year anniversary of the Optionee's death, or if earlier, the
date specified in subsection (c) above. During the one-year period following the
Optionee's death, the Option may be exercised to the extent it could have been
exercised at the time the Optionee died, subject to any adjustments under
Section 10 herein.

(e) Disability. In the case of the disability of an Optionee and a
resulting termination of employment with the Company, the Option shall expire on
the one-year anniversary date of the Optionee's last day of
<PAGE> 3

employment, or, if earlier, the date specified in subsection (c) above. For
purposes of this subsection, an Optionee will be considered disabled if he is
totally and permanently disabled within the meaning of Code Section 105(d)(4).
During the one-year period following the Optionee's termination of employment by
reason of disability, the Option may be exercised as to the number of Shares for
which it could have been exercised at the time the Optionee became disabled,
subject to any adjustments under Section 10 herein.

(f) Retirement. If the Optionee's service terminates by reason of normal
retirement under the Cordis Corporation Retirement Plan, the Option will expire
ninety days after the last day of employment, or, if earlier, on the date
specified in subsection (c) above. During the ninety day period following the
Optionee's retirement as described in this subsection, the Option may be
exercised as to the number of Shares for which the Option could have been
exercised on the retirement date, subject to any adjustment under Section 10
herein.

(g) Termination of Services. If the Optionee ceases employment for any
reason other than death, disability or retirement of the Optionee (as described
above), all Options held by the Optionee shall remain exercisable for a period
of three months from the date of cessation of employment to the extent it was
exercisable at the time of cessation of employment, and thereafter all such
options shall terminate together with all rights hereunder, to the extent not
previously exercised. Notwithstanding the provisions of this paragraph, however,
if the Optionee shall be discharged for cause (which shall be defined as
participation in conduct during employment consisting of fraud, felony, willful
misconduct or commission of any act which causes or may reasonably be expected
to cause substantial damage to the Company) each Option to the extent not
previously exercised shall terminate at once.

(h) Change of Control. If the Company undergoes a change of control as
defined in this subsection, all Options outstanding on the date of the change in
control shall be 100% vested, notwithstanding the requirements of subsection (j)
below. For this purpose, a "change of control" means the following:

(i) The acquisition by any person of direct or indirect beneficial
ownership of the Company's outstanding voting securities in a quantity
sufficient to cause a change in the composition of the Company's Board of
Directors. For purposes of this provision, the term "person" means any
group, corporation, partnership, association, trust (other than any trust
holding stock for the account of Employees of the Company pursuant to any
stock purchase, ownership or employee benefit plan of the Company),
business entity, estate, or natural person, and "beneficial ownership"
means the direct or indirect power to vote or to direct the voting of the
security or the direct or indirect power to dispose or direct the
disposition of the security.

(ii) Completion of a tender offer or exchange offer for and
acquisition of 50% or more of the voting securities of the Company that is
required to be reported by the offeror to the Securities and Exchange
Commission pursuant to Section 14(d) of the Securities Exchange Act of 1934
and the regulations promulgated thereunder.

(iii) The merger or consolidation of the Company with or into another
corporation, other than a wholly-owned subsidiary of the Company, or to
transfer all or substantially all of the assets of the Company, other than
to a wholly-owned subsidiary of the Company.

(i) Conditions Required for Exercise. Options granted under this Plan
shall be exercisable only to the extent they are vested as described in
subsection (j) below. In addition, each Option issued under the Plan is
exercisable only if the issuance of Shares pursuant to the exercise would be in
compliance with applicable securities laws, as contemplated by Section 8 of the
Plan.

(j) Vesting of Option. Options granted under the Plan shall not vest, in
whole or in part, until one year after the date of grant. Unless otherwise
provided by the Board on the grant of an Option, an Optionee's interest in the
Option shall be thereafter fully vested one year from the date of the grant. To
the extent an Option is either unexercisable or unexercised, the unexercised
portion shall accumulate until the Option both becomes exercisable and is
exercised, until the expiration date of the Option. The Committee may accelerate
the vesting of any Option at any time including, if applicable, after
termination of the Optionee's employment by reason of death, disability,
retirement, or termination of employment.
<PAGE> 4

(k) Other Benefits. Each grant of an Option may be accompanied by the
grant of any other benefit chosen by the Committee so long as the benefit is not
inconsistent with the terms of this Plan.

7. METHOD OF EXERCISE.

An Option granted under this Plan shall be deemed exercised when the person
entitled to exercise the Option (a) delivers written notice to the Secretary of
the Company of the decision to exercise, (b) concurrently tenders to the Company
full payment for the Shares to be purchased pursuant to the exercise, and (c)
complies with such other reasonable requirements as the Board or Committee
establishes pursuant to Section 8 of the Plan. Payment for Shares with respect
to which an Option is exercised may be made in cash or check. No person will
have the rights of a shareholder with respect to Shares subject to an Option
granted under this Plan until a certificate or certificates for the Shares have
been delivered to him.

An Option granted under this Plan may be exercised in increments of not
less than 100 shares, or, if less, the full number of Shares remaining subject
to the Option. A partial exercise of an Option will not affect the holder's
right to exercise the Option from time-to-time in accordance with this Plan as
to the remaining Shares subject to the Option.

8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES.

The Company, if necessary or desirable, may pay or withhold the amount of
any tax attributable to any Shares deliverable under this Plan, and the Company
may defer making delivery or payment until it is indemnified to its satisfaction
for that tax. Options are exercisable, and Shares can be delivered under this
Plan, only in compliance with all applicable federal and state laws and
regulations, including without limitation, state and federal securities laws,
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such a registration statement or
to assure the availability of such exemptions. Any certificate issued to
evidence Shares issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Board or Committee deems
advisable to assure compliance with federal and state laws and regulations and
with the requirements of this Section. Each Option may not be exercised, and
Shares may not be issued under this Plan, until the Company has obtained the
consent or approval of every regulatory body, federal or state, having
jurisdiction over such matters as the Board deems advisable.

Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.

9. ASSIGNABILITY.

An Option granted under this Plan is not transferable except by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986. During the lifetime of an
Optionee, his Options are exercisable only by him or by a transferee pursuant to
a qualified domestic relations order.

10. ADJUSTMENT UPON CHANGE OF SHARES.

If a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of shares, stock split, stock
dividend, rights offering, or other expansion or contraction of the Common Stock
of the Company occurs, the number and class of Shares for which Options are
authorized to be granted under this Plan, the number and class of Shares then
subject to Options previously granted under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan shall be
equitably adjusted by the Board to reflect such changes. To the extent deemed
equitable and appropriate by the Board, subject to
<PAGE> 5

any required action by stockholders, in any merger, consolidation,
reorganization, liquidation or dissolution, any Option granted under the Plan
shall pertain to the securities and other property to which a holder of the
number of Shares of stock covered by the Option would have been entitled to
receive in connection with such event.

11. LIABILITY OF THE COMPANY.

The Company, its parent and any Subsidiary that is in existence or
hereafter comes into existence, shall not be liable to any person for any tax
consequences expected but not realized by an Optionee or other person due to the
exercise of an Option.

12. AMENDMENT AND TERMINATION OF PLAN.

The Board may alter, amend, or terminate this Plan from time to time
without approval of the shareholders. Any amendment that alters the terms or
provision of an Option granted before the amendment (unless the alteration is
expressly permitted under this Plan) will be effective only with the consent of
the Optionee to whom the Option was granted or the holder currently entitled to
exercise it.

13. EXPENSES OF PLAN.

The Company shall bear the expenses of administering the Plan.

14. DURATION OF PLAN

Options may be granted under this Plan only during the 10 years immediately
following the effective date of this Plan.

15. APPLICABLE LAW.

The validity, interpretation, and enforcement of this Plan are governed in
all respects by the laws of the State of Florida and the United States of
America.

16. COMPLIANCE WITH RULE 16B-3.

With respect to participants who are subject to Section 16 of the
Securities Exchange Act of 1934, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under
Section 16. Any provision of this Plan which does not comply with an applicable
condition of the rule shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.

17. EFFECTIVE DATE.

The effective date of this Plan shall be the date on which the Board adopts
the Plan.

Adopted by the Board of Directors
on August 31, 1987.

Amended by the Board of Directors
on April 5, 1988, June 29, 1989,
June 5, 1990, August 25, 1992 and
August 23, 1994

<PAGE> 1

EXHIBIT 4.5

CORDIS CORPORATION

DIRECTOR

NON-QUALIFIED STOCK OPTION PLAN

1. PURPOSE.

The purpose of this Director Non-Qualified Stock Option Plan (the "Plan")
is to further the interest of the Company and its shareholders by providing
incentives in the form of stock option grants to Directors of the Corporation.
The grants will recognize the expertise and contributions provided to the
Corporation by the members of the Board of Directors and provide the Directors
with a proprietary interest in the Company, thus enhancing their personal
interest in the Company's continued success and progress. This program will also
assist the Company in attracting and retaining individuals with a high level of
competence and ability to contribute to the governance and management of the
Company. The options granted under this Plan will be nonstatutory options taxed
under Section 83 of the Internal Revenue Code of 1986, as amended.

2. DEFINITIONS.

The following definitions shall apply to this Plan:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" means the Common Stock, par value $1.00 per share of the
Company or such other class of shares or securities as to which the Plan may be
applicable pursuant to Section 11 herein.

(d) "Company" means Cordis Corporation.

(e) "Date of Grant" means the date on which an option to purchase Common
Stock of the Company is granted pursuant to this Plan.

(f) "Director" means an individual appointed to the Board of Directors and
awaiting election and qualification by the shareholders of the Corporation or an
individual who is duly elected and qualified by the shareholders of the
Corporation as a member of the Board of Directors.

(g) "Fair Market Price" shall mean the quoted market price of the Common
Stock of the Corporation, which shall, unless otherwise determined by the Board,
be the closing price as reported by NASDAQ Over-the Counter National Market
System or the last reported sale price prior to the date as of which such market
price is being determined.

(h) "Option" means a Stock Option granted pursuant to the Plan.

(i) "Optionee" means a Director who receives an Option.

(j) "Plan" means the Cordis Corporation Director Non-Qualified Stock Option
Plan.

(k) "Share" means the Common Stock, as may, from time to time, be adjusted
in accordance with Section 11 of the Plan.

3. ADMINISTRATION.

This Plan will be administered by the Compensation Committee of the Board
("Committee"). A majority of the Committee constitutes a quorum for the purposes
of administering the Plan, and all determinations of the Committee shall be made
by a majority of the members present at a meeting at which a quorum is present
or by the unanimous written consent of the members of the Committee.
<PAGE> 2

The Committee has full and exclusive power to construe and interpret this
Plan, to prescribe, amend, and rescind rules and regulations relating to this
Plan, and to take all actions necessary or advisable for the Plan's
administration. Any such determination made by the Committee will be final and
binding on all persons. A member of the Committee will not be liable for
performing any act or making any determination in good faith.

4. SHARES SUBJECT TO OPTION.

Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of Shares that may be optioned and sold under the Plan shall be 200,000.
Such Shares may be authorized, but unissued, or may be treasury shares. If an
Option should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased Shares that were subject to the Option shall,
unless the Plan has then terminated, be available for other Options under the
Plan.

5. PARTICIPANTS.

Each Director on the Board of Directors of the Company who is not also an
employee of the Company is eligible to participate in this Plan.

6. OPTION GRANTS.

Each year, on July 1 of such year, for the duration of this Plan, each
Director shall receive a grant of the option to purchase two thousand (2,000)
shares of the Common Stock of the Company, subject to the Option Requirements
set forth in the following Section 7.

7. OPTION REQUIREMENTS.

Each Option granted under this Plan shall satisfy the following
requirements:

(a) Written Option. An Option shall be evidenced by a written instrument
specifying (i) the number of Shares that may be purchased by its exercise, and
(ii) such other terms and conditions as may be consistent with the Plan.

(b) Exercise Price. The exercise price of such Share subject to the Option
shall be equal to the Fair Market Value of the Share at the Option's Date of
Grant.

(c) Duration of Option. Each Option will expire on the tenth anniversary
of its Date of Grant. If an Optionee's service as a member of the Board of
Directors of the Company terminates before the expiration date for an Option,
the Option owned by such Optionee shall expire on the earlier of the dates
stated in this subsection or the date stated in subsections (d), (e), (f) or (g)
below.

(d) Death. In the case of the death of an Optionee, all outstanding
Options will become exercisable on the date of death of such Optionee, and
thereafter, be available for exercise for a period of one year from the date of
death, subject to any adjustments under Section 11 herein.

(e) Disability. In the case of the disability of an Optionee and a
resulting termination of service on the Board of Directors of the Company, the
outstanding Options of such Optionee will continue to vest during the period of
disability and will terminate in accordance with each such Option's original
term during such period, subject to any adjustments under Section 11 herein. For
the purposes of this subsection, an Optionee will be considered disabled if he
or she is permanently disabled to the extent that it is impossible for such
Optionee to perform the normal functions expected and required of a Director of
the Company. All such determinations of disability shall be in the sole
discretion of the Board and the Board's determination of such disability shall
be final and binding on any Optionee for the purposes of this Plan.

(f) Retirement. If the Optionee's service as a Director on the Board of
Directors of the Company terminates by reason of normal retirement under and
pursuant to the Cordis Corporation Director Retirement Plan, the unexercised
Options of such retired Directors outstanding at the time of retirement will
continue to vest subsequent to the Director's retirement and such options will
terminate in accordance with their original term, subject to any adjustment
under Section 11 herein.
<PAGE> 3

(g) Termination of Services. If the Optionee ceases service on the Board
of Directors of the Company for any reason other than death, disability or
retirement of the Optionee (as described above), any Options held by the
Optionee shall remain exercisable for a period of three months from the date of
cessation of service on the Board of Directors to the extent it was exercisable
at the time of cessation of service on the Board of Directors, and thereafter
all such options shall terminate together with all rights hereunder, to the
extent such options were not previously exercised. If, however, such cessation
of service occurs after age sixty-five, any Option held by the Optionee shall
remain exercisable for a period of one year from the date of cessation of
service on the Board of Directors to the extent it was exercisable at the time
of such cessation of service, and thereafter, all such options shall terminate
together with all rights hereunder, to the extent such options were not
previously exercised. Notwithstanding the provisions of the paragraph, however,
if the Optionee shall be removed from service on the Board of Directors for
cause (which shall be defined as participation in conduct during service on the
Board consisting of fraud, felony, willful misconduct or commission of any act
which causes or may reasonably be expected to cause substantial damage to the
Company) each Option to the extent not previously exercised shall terminate at
once.

(iii) The merger or consolidation of the Company with or into another
corporation, other than a wholly-owned subsidiary of the Company, or the
transfer of all or substantially all of the assets of the Company, other
than to a wholly-owned subsidiary of the Company.

(j) Vesting of Option. Options granted under the Plan shall not vest, in
whole or in part, until one year after the date of grant, except as provided in
subsection (d).

(k) Other Benefits. Each grant of an Option may be accompanied by the
grant of any other benefit so long as the other benefit is not inconsistent with
the terms of this Plan.

8. METHOD OF EXERCISE.

An Option granted under this Plan shall be deemed exercised when the
Director entitled to exercise the Option (a) delivers written notice to the
Secretary of the Company of the decision to exercise, (b) concurrently tenders
to the Company full payment for the Shares to be purchased pursuant to the
exercise, and (c) complies with such other reasonable requirements as the Board
establishes pursuant to Section 7 of the Plan. Payment for Shares with respect
to which an Option is exercised may be made in cash or check. No person will
have the rights of a shareholder with respect to Shares subject to an Option
granted under this Plan until a certificate for the Shares has been delivered to
him.
<PAGE> 4

9. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES.

The Company, if necessary or desirable, may pay or withhold the amount of
any tax attributable to any Shares deliverable under this Plan, and the Company
may defer making delivery or payment until it is indemnified to its satisfaction
for that tax. Options are exercisable, and Shares can be delivered under this
Plan, only in compliance with all applicable federal and state laws and
regulations, including, without limitation, state and federal securities laws,
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such a registration statement or
to assure the availability of such exemptions. Any certificate issued to
evidence Shares issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Board deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section. Each Option may not be exercised, and Shares may
not be issued under this Plan, until the Company has obtained the consent or
approval of every regulatory body, federal or state, having jurisdiction over
such matters as the Board deems advisable.

Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Board to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition, the Board may require such consents and releases of taxing authorities
as the Board deems advisable.

10. ASSIGNABILITY.

An Option granted under this Plan is not transferable except by will or the
laws of descent and distribution. During the lifetime of an Optionee, his
Options are exercisable only by him.

11. ADJUSTMENT UPON CHANGE OF SHARES.

If a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of shares, stock split, stock
dividend, rights offering or other expansion or contraction of the Common Stock
of the Company occurs, the number and class of Shares for which Options are
authorized to be granted under this Plan, the number and class of Shares then
subject to Options previously granted under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan shall be
equitably adjusted by the Board to reflect such changes. To the extent deemed
equitable and appropriate by the Board, subject to any required action by
stockholders, in any merger, consolidation, reorganization, liquidation or
dissolution, any Option granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered by
the Option would have been entitled to receive in connection with such event.

12. LIABILITY OF THE COMPANY.

The Company, its parent and any Subsidiary that is in existence or
hereafter comes into existence, shall not be liable to any person for any tax
consequences expected, but not realized by an Optionee or other person due to
the exercise of an Option.

13. AMENDMENT AND TERMINATION OF PLAN.

The Board may terminate this Plan without approval of the shareholders.
However, any alteration or amendment of this Plan may only be made with the
approval of the shareholders. Any amendment that alters
<PAGE> 5

the terms or provision of an Option granted before the amendment (unless the
alteration is expressly permitted under this Plan) will be effective only with
the consent of the Optionee to whom the Option was granted or the holder
currently entitled to exercise it.

14. EXPENSES OF PLAN.

The Company shall bear the expenses of administering the Plan.

15. DURATION OF PLAN.

Options may be granted under this Plan only during the 10 years immediately
following the effective date of this Plan.

16. APPLICABLE LAW.

The validity, interpretation, and enforcement of this Plan are governed in
all respects by the laws of the State of Florida and the United States of
America.

17. EFFECTIVE DATE.

The effective date of this Plan shall be the date on which the Board adopts
the Plan.

Adopted by the Board of Directors on June 5, 1990 and
approved by the shareholders on October 23, 1990.
Amendments subsequently adopted by the Board in June
and August 1993 and approved by the shareholders in October, 1993.

<PAGE> 1

EXHIBIT 4.6

WEBSTER LABORATORIES, INC.

1992 STOCK PLAN

1. PURPOSES OF THE PLAN.

The purposes of this 1992 Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Employees and Consultants of the Company and its
Subsidiaries and to promote the success of the Company's business. Options
granted under the Plan may be incentive stock options (as defined under Section
422 of the Code) or non-statutory stock options, as determined by the
Administrator at the time of grant of an option and subject to the applicable
provisions of Section 422 of the Code, as amended, and the regulations
promulgated thereunder. Stock purchase rights may also be granted under the
Plan.

2. DEFINITIONS.

As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

(b) "Board" means the Board of Directors of the Company.

(d) "Committee" means the Committee appointed by the Board of Directors in
accordance with paragraph (a) of Section 4 of the Plan.

(e) "Common Stock" means the Common Stock of the Company.

(f) "Company" means Webster Laboratories, Inc., a California corporation.

(g) "Consultant" means any person, including an advisor, who is engaged by
the Company or any Parent or Subsidiary to render services and is compensated
for such services, and any director of the Company whether compensated for such
services or not, provided that if and in the event the Company registers any
class of any equity security pursuant to the Exchange Act, the term Consultant
shall thereafter not include directors who are not compensated for their
services or are paid only a director's fee by the Company.

(h) "Continuous Status as an Employee" means the absence of any
interruption or termination of the employment relationship by the Company or any
Subsidiary. Continuous Status as an Employee shall not be considered interrupted
in the case of: (i) sick leave; (ii)military leave; (iii) any other leave of
absence approved by the Administrator, provided that such leave is for a period
of not more than ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (iv) in the case of
transfers between locations of the Company or between the Company, its
Subsidiaries or its successor.

(i) "Employee" means any person, including officers and directors, employed
by the Company or any Parent or Subsidiary of the Company. The payment of a
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange or
a national market system including without limitation the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported,
as quoted on such system or
<PAGE> 2

exchange, or the exchange with the greatest volume of trading in Common
Stock) for the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as the
Administrator deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but not on
the National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean between the high bid and low asked prices for the
Common Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source
as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

(l) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

(m) "Nonstatutory Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

(n) "Option" means a stock option granted pursuant to the Plan.

(o) "Optioned Stock" means the Common Stock subject to an Option or a Stock
Purchase Right.

(p) "Optionee" means an Employee or Consultant who receives an Option or a
Stock Purchase Right.

(q) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(r) "Plan" means this 1992 Stock Plan.

(s) "Restricted Stock"means shares of Common Stock acquired pursuant to a
grant of a Stock Purchase Right under Section 11 below.

(t) "Share"means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.

(u) "Stock Purchase Right"means the right to purchase Common Stock pursuant
to Section 11 below.

(v) "Subsidiary"means a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of shares that may be optioned and sold
under the Plan is 1,066,667 shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares that were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) Procedure.

(i) Administration With Respect to Directors and Officers. With
respect to grants of Options or Stock Purchase Rights to Employees who are
also officers or directors of the Company, the Plan shall be administered
by (A) the Board if the Board may administer the Plan in compliance with
Rule 16b-3 promulgated under the Exchange Act or any successor thereto
("Rule 16b-3") with respect to a plan intended to qualify thereunder as a
discretionary plan, or (B) a committee designated by the Board to
administer the Plan, which committee shall be constituted in such a manner
as to permit the Plan to comply with Rule 16b-3 with respect to a plan
intended to qualify thereunder as a discretionary plan. Once appointed,
such committee shall continue to serve in its designated capacity until
otherwise directed by the Board. From time to time the Board may increase
the size of the committee and appoint
<PAGE> 3

additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however
caused, and remove all members of the committee and thereafter directly
administer the Plan, all to the extent permitted by Rule 16b-3 with respect
to a plan intended to qualify thereunder as a discretionary plan.

(ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
Plan may be administered by different bodies with respect to directors,
non-director officers and Employees who are neither directors nor officers.

(iii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Options or Stock Purchase Rights to
Employees or Consultants who are neither directors nor officers of the
Company, the Plan shall be administered by (A) the Board or (B) a committee
designated by the Board, which committee shall be constituted in such a
manner as to satisfy the legal requirements relating to the administration
of incentive stock option plans, if any, of California corporate and
securities laws, of the Code and of any applicable stock exchange (the
"Applicable Laws"). Once appointed, such Committee shall continue to serve
in its designated capacity until otherwise directed by the Board. From time
to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however
caused, and remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan and
in the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, including
the approval, if required, of any stock exchange upon which the Common Stock is
listed, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

(ii) to select the Consultants and Employees to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

(iii) to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

(iv) to determine the number of shares of Common Stock to be covered
by each such award granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder;

(vii) to determine whether and under what circumstances an Option may
be settled in cash under Section 9(f) instead of Common Stock; and

(viii) to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising such Stock
Purchase Rights.

(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options or Stock Purchase Rights.

5. ELIGIBILITY.

(a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Stock
Purchase Right may, if he is otherwise eligible, be granted additional Options
or Stock Purchase Rights.
<PAGE> 4

(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

(c) For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair Market Value
of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.

(d) The Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with such Optionee's right or the Company's right
to terminate his or her employment or consulting relationship at any time, with
or without cause.

6. TERM OF PLAN.

The Plan shall become effective upon the earlier to occur of its adoption
by the Board of Directors or its approval by the shareholders of the Company as
described in Section 19 of the Plan. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 15 of the Plan.

7. TERM OF OPTION.

The term of each Option shall be the term stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof or such shorter term as may be provided in the Option
Agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Option Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of
grant.

(ii) In the case of Nonstatutory Stock Option

(A) granted to a person who, at the time of the grant of such
Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of the grant.

(B) granted to any person, the per Share exercise price shall be no
less than 85% of the Fair Market Value per Share on the date of grant.

(b) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares that (x) in the case of Shares
acquired upon exercise of an Option, have been owned by
<PAGE> 5

the Optionee for more than six months on the date of surrender, and (y) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which such Option shall be exercised, (5) authorization for
the Company to retain from the total number of Shares as to which the Option is
exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (6) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, (7)
delivery of an irrevocable subscription agreement for the Shares that
irrevocably obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription agreement, (8)
any combination of the foregoing methods of payment, or (9) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws. In making its determination as to the type of
consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

9. EXERCISE OF OPTION.

(a) Procedure for Exercise Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
not withstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

(b) Termination of Employment. In the event of termination of an
Optionee's consulting relationship or Continuous Status as an Employee with the
Company (as the case may be), such Optionee may, but only within three (3)
months (or such other period of time not less than thirty (30) days as is
determined by the Board, with such determination in the case of an Incentive
Stock Option being made at the time of grant of the Option and not exceeding
three (3) months) after the date of such termination (but in no event later than
the expiration date of the term of such Option as set forth the Option
Agreement), exercise his or her Option to the extent that the Optionee was
entitled to exercise it at the date of such termination. To the extent that
Optionee was not entitled to exercise the Option at the date of such
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

(c) Disability of Optionee. Notwithstanding the provisions of Section 9(b)
above, in the event of termination of an Optionee's consulting relationship or
Continuous Status as an Employee as a result of his or her total and permanent
disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only
within six (6) months from the date of such termination (but in no event later
than the expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate.
<PAGE> 6

(d) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option Agreement), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent the Optionee was entitled to exercise the Option at the date
of death. To the extent that Optionee was not entitled to exercise the Option at
the date of termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

(e) Rule 16b-3. Options granted to persons subject to Section 16(b) of the
Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

(f) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

10. STOCK PURCHASE RIGHTS.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
in addition to, or in tandem with other awards granted under the Plan and/or
cash awards made outside of the Plan. After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid (which price shall not be less than 85% of the Fair Market
Value of the Shares as of the date of the offer), and the time within which such
person must accept such offer, which shall in no event exceed thirty (30) days
from the date upon which the Administrator made the determination to grant the
Stock Purchase Right. The offer shall be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the Administrator. Shares
purchased pursuant to the grant of a Stock Purchase Right shall be referred to
herein as "Restricted Stock."

(b) Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock purchase agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and may be paid in
cash or cancellation of purchase money indebtedness for the Shares. The
repurchase option shall lapse at such rate as the Committee may determine.

(c) Other Provisions. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
the purchaser shall have the rights equivalent to those of a shareholder, and
shall be a shareholder when his or her purchase is entered upon the records of
the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

11. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.

At the discretion of the Administrator, Optionees may satisfy withholding
obligations as provided in this paragraph. When an Optionee incurs tax liability
in connection with an Option or Stock Purchase Right, which tax liability is
subject to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination of the following methods: (i) by cash payment, or (ii) out of
Optionee's current compensation, (iii) if permitted by the Administrator, in its
discretion, by surrendering to the Company Shares that (a) in the case of Shares
previously acquired from the Company,
<PAGE> 7

have been owned by the Optionee for more than six months on the date of
surrender, and (b) have a fair market value on the date of surrender equal to or
less than Optionee's marginal tax rate times the ordinary income recognized, or
(iv) by electing to have the Company withhold from the Shares to be issued upon
exercise of the Option, or the Shares to be issued in connection with the Stock
Purchase Right, if any, that number of Shares having a fair market value equal
to the amount required to be withheld. For this purpose, the fair market value
of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined (the "Tax Date").

If the Optionee is subject to Section 16 of the Exchange Act (an
"Insider"), any surrender of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and
shall be subject to such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

(a) the election must be made on or prior to the applicable Tax Date;

(b) once made, the election shall be irrevocable as to the particular
Shares of the Option or Stock Purchase Right as to which the election is made;

(d) if the Optionee is an Insider, the election must comply with the
applicable provisions of Rule 16b-3 and shall be subject to such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

In the event the election to have Shares withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under Section 83(b) of the Code, the Optionee shall receive the full
number of Shares with respect to which the Option or Stock Purchase Right is
exercised but such Optionee shall be unconditionally obligated to tender back to
the Company the proper number of Shares on the Tax Date.

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Rights, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Board shall notify the Optionee at least
fifteen (15) days prior to such proposed action. To the extent it has not been
previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
<PAGE> 8

(c) Merger. In the event of a merger of the Company with or into another
corporation, the Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation.

13. NON-TRANSFERABILITY OF OPTIONS, STOCK PURCHASE RIGHTS AND RESTRICTED STOCK.

The Option, Stock Purchase Rights or Restricted Stock may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised or
purchased during the lifetime of the Optionee, Stock Purchase Rights Holder or
Restricted Stock Purchaser only by the Optionee, Stock Purchase Rights Holder or
Restricted Stock Purchaser.

14. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.

The date of grant of an Option or Stock Purchase Right shall, for all
purpose, be the date on which the Administrator makes the determination granting
such Option or Stock Purchase Right, or such other date as is determined by the
Board. Notice of the determination shall be given to each Employee or Consultant
to whom an Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.

15. AMENDMENT AND TERMINATION OF THE PLAN.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made that would impair the rights of any Optionee under
any grant theretofore made, without his or her consent. In addition, to the
extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act
or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange), the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.

(b) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.

16. CONDITIONS UPON ISSUANCE OF SHARES.

Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

17. RESERVATION OF SHARES.

The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
<PAGE> 9

18. AGREEMENTS.

Options and Stock Purchase Rights shall be evidenced by written agreements
in such form as the Board shall approve from time to time.

19. SHAREHOLDER APPROVAL.

Continuance of the Plan shall be subject to approval by the shareholders of
the Company within twelve (12) months before or after the date the Plan is
adopted. Such shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and the rules of any stock
exchange upon which the Common Stock is listed.

20. INFORMATION TO OPTIONEES AND PURCHASERS.

The Company shall provide to each Optionee and to each individual who
acquired Shares Pursuant to the Plan, during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and in
the case of an individual who acquired Shares pursuant to the Plan, during the
period such individual owns such Shares, (i) copies of all annual reports and
other information which are provided to all shareholders of the Company and (ii)
at least annually, financial statements of the Company, including a statement of
operations for the most recent fiscal year and a balance sheet as of the end of
such fiscal year. The Company shall not be required to provide such information
if the issuance of Options or Stock Purchase Rights under the Plan is limited to
key employees whose duties in connection with the Company assure their access to
equivalent information.

<PAGE> 1

EXHIBIT 5

February 26, 1996

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 post-effective amendment
(the "Post-Effective Amendment") on Form S-8 to the Company's registration
statement on Form S-4 (Registration Number 333-391-01) (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. The Post-Effective Amendment
relates to 1,161,132 shares of the Company's Common Stock, par value $1.00 per
share (the "Shares"), which will be issuable upon the exercise of stock options
granted under The Cordis Corporation Non-Qualified Stock Option Plan, The Cordis
Corporation Director Non-Qualified Stock Option Plan and the Webster
Laboratories, Inc. 1992 Stock Plan (together, the "Plans"), which have been
assumed by the Company in connection with the merger of JNJ Merger Corp., a
Florida corporation and a wholly-owned subsidiary of the Company ("JNJ"), into
Cordis Corporation, a Florida corporation ("Cordis"), pursuant to the terms of
an Agreement and Plan of Merger dated as of November 12, 1995 (the "Merger
Agreement") among the Company, JNJ and Cordis.

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 when issued and delivered in
accordance with the terms of the options issued under the Plans, as assumed by
the Company pursuant to the Merger Agreement, will be duly authorized, validly
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.

Very truly yours,

/s/ JOSPEH S. ORBAN

--------------------------------------
JOSEPH S. ORBAN

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No.
333-391-01, Post-Effective Amendment No. 1 on Form S-8 to Form S-4, of our
reports dated January 23, 1995, on our audits of the consolidated financial
statements and financial statement schedule of Johnson & Johnson and
subsidiaries, which are included or incorporated by reference in the Annual
Report of Johnson & Johnson and subsidiaries on Form 10-K for the fiscal year
ended January 1, 1995.

COOPERS & LYBRAND L.L.P.

New York, New York
February 26, 1996