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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
BIOPSYS MEDICAL, INC.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
090651 10 0
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(CUSIP Number)
Michael H. Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(908) 524-0400
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 31, 1997
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box |_|.
* This represents the final amendment.
(Continued on following pages)
(Page 1 of 4 Pages)
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CUSIP NO. 090651 10 0 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
Johnson & Johnson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-01024240
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON *
HC; CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
(Page 2 of 4 Pages)
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This Amendment No. 1 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on June 2, 1997 (the
"Schedule 13D") by Johnson & Johnson ("J&J"). This Amendment No. 1 is
filed with respect to the shares of Common Stock, par value $0.001 per
share (the "Issuer Common Stock"), of Biopsys Medical, Inc. (the
"Issuer"). Unless otherwise defined herein, all capitalized terms
shall have the meanings ascribed to them in the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of Palisades Merger Corp., a wholly
owned subsidiary of J&J, with and into Issuer was consummated and
became effective on July 31, 1997. The Option granted by the Issuer to
J&J, pursuant to which J&J had the right, upon the occurrence of
certain events, to purchase from the Issuer up to 1,970,511 shares of
Issuer Common Stock (or such other number of shares of Issuer Common
Stock as at the time of exercise equaled 19.9% of the then outstanding
shares of Issuer Common Stock) for $27.55 per share, terminated at the
effective time of the Merger.
Item 6 of the Schedule 13D is hereby amended in its entirety to
read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Stockholder Agreement, pursuant to which certain affiliated
stockholders of Issuer had agreed to vote (or cause to be voted) their
shares of Issuer Common Stock (approximately 3,277,114 shares as of
May 21, 1997) in favor of the Merger, the adoption of the Merger
Agreement and the approval of the terms thereof and each of the other
transactions contemplated thereby, terminated at the effective time of
the Merger.
(Page 3 of 4 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
JOHNSON & JOHNSON
July 31, 1997
By: /s/ Peter S. Galloway
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Name: Peter S. Galloway
Title: Secretary
(Page 4 of 4 Pages)
