<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PROTEIN POLYMER TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
743697 10 4
(CUSIP Number)
Michael Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(908) 524-2464
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 26, 1996
(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. / /
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
<PAGE> 2
SCHEDULE 13D
- --------------------- --------------------
CUSIP NO. 743697 10 4 PAGE 2 OF 10 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson 22-1024240
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 520,480
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
520,480
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,480
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
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CUSIP NO. 743697 10 4 PAGE 3 OF 10 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson Development Corporation 22-2007137
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 520,480
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
520,480
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,480
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 743697 10 4 Page 4 of 10 Pages
Item 1. Security and Issuer:
Common Stock, $0.01 par value ("Common Stock")
Protein Polymer Technologies, Inc.
10655 Sorrento Valley Road
San Diego, CA 92121
Item 2. Identity and Background:
(a) Johnson & Johnson ("J&J") and Johnson & Johnson Development
corporation ("JJDC"), both New Jersey corporations
(b) One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933
(c) The principal business of J&J is health care products. JJDC is
a wholly-owned subsidiary of J&J engaged in the venture capital
business.
The name, citizenship, residence or business address and
principal occupation or employment (and the name, principal
business and address of any corporation or other organization
in which such employment is conducted) of each director and
executive officer of J&J and JJDC is set forth on Appendix A
hereto.
(d),(e) To the best of J&J's knowledge, neither J&J nor any of its
directors or executive officers has, during the past five
years: (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws. To the
best of JJDC's knowledge, neither JJDC nor any of its directors
or executive officers has, during the past five years: (i) been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or
<PAGE> 5
CUSIP No. 743697 10 4 Page 5 of 10 Pages
mandating activities subject to, Federal or State securities
laws of finding any violation with respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration:
On March 19, 1996, JJDC purchased from Protein Polymer Technologies,
Inc. (the "Company") 220,000 shares of Common Stock of the Company for
$275,000.00 ($1.25 per share) through exercise of a warrant issued in
July 1994. On August 26, 1996, JJDC purchased from the Company 300,480
shares of Common Stock of the Company for $375,600.00 ($1.25 per share)
through exercise of a warrant issued in September 1995. No funds were
borrowed to finance either purchase.
Item 4. Purpose of Transaction:
On July 1, 1994, the Company entered into a Securities Purchase
Agreement with JJDC, pursuant to which JJDC purchased 11,000 shares of
the Company's Series C Preferred Stock, and a warrant to purchase up to
220,000 shares of Common Stock (the "1994 Warrant"), for an aggregate
consideration of $1,100,000. In September 1995, the Company entered
into a license and development agreement and a supply agreement with
Ethicon, Inc., an affiliate of J&J and JJDC, which has since been
modified by the parties. In conjunction with those agreements, the
Company also entered into a Securities Purchase Agreement with JJDC,
pursuant to which JJDC purchased 27,317 shares of the Company's Series
D 10% Cumulative Convertible Preferred Stock, and a warrant to purchase
up to 300,480 shares of Common Stock (the "1995 Warrant"), in exchange
for consideration of $2,731,700, which was comprised of $1,250,000 as a
cash payment, the exchange of all Series C Preferred Stock of the
Company held by JJDC at such time, the repayment of a loan from JJDC to
the Company, as well as payments of dividends and interests due. On
March 19, 1996, JJDC exercised the 1994 Warrant and acquired 220,000
shares of Common Stock of the Company. On August 26, 1996, JJDC
exercised the 1995 Warrant and purchased 300,480 shares of Common Stock
of the Company.
Item 5. Interest in Securities of the Issuer:
(a) As of August 26, 1996, J&J and JJDC each had beneficial
ownership of an aggregate of 520,480 shares of Common Stock,
which constituted approximately 7.22% of the outstanding shares
of Common Stock at that time. In addition, as of August 26,
1996,
<PAGE> 6
CUSIP No. 743697 10 4 Page 6 of 10 Page
J&J and JJDC each had beneficial ownership of an aggregate of
27,317 shares of the Company's Series D 10% Cumulative
Convertible Preferred Stock, which is non-voting and generally
not convertible until September 14, 1997.
(b) J&J and JJDC each have shared power to vote and shared power to
dispose of all shares described in paragraph (a) above.
(c) On January 6, 1997, JJDC purchased from the Company 400,000
shares of Common Stock at a price of $2.50 per share, in a
private placement. Each of J&J and JJDC has beneficial
ownership of such 400,000 shares.
To the best knowledge of J&J and JJDC, no director or executive
officer of J&J or JJDC beneficially owns any shares of Common
Stock or other securities of the Company. Neither J&J nor JJDC
is aware of any transaction in such securities during the past
sixty (60) days by any of its executive officers or directors.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, etc.:
The shares of Common Stock purchased pursuant to the exercise
of 1994 Warrant and the 1995 Warrant and the Series D Preferred
Stock held by JJDC were purchased pursuant to Securities
Purchase Agreements among the Company and JJDC dated July 1,
1994 and September 8, 1995.
Item 7. Exhibits:
Exhibit 7.1 - Securities Purchase Agreement dated July 1, 1994
between the Company and JJDC (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, as filed with the Commission on August 14,
1994).
Exhibit 7.2 - Securities Purchase Agreement dated September 8,
1995 between the Company and JJDC (incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, as filed with the Commission on
October 24, 1995).
<PAGE> 7
CUSIP No. 743697 10 4 Page 7 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
JOHNSON & JOHNSON
Dated: January 10, 1997 By /s/ Peter S. Galloway
------------------------
Name: Peter S. Galloway
Title: Secretary
JOHNSON & JOHNSON DEVELOPMENT
CORPORATION
Dated: January 10, 1997 By /s/ Peter S. Galloway
------------------------
Name: Peter S. Galloway
Title: Secretary
<PAGE> 8
CUSIP No. 743697 10 4 Page 8 of 10 Pages
APPENDIX A
Board of Directors and Executive Officers of
Johnson & Johnson
The directors and executive officers of Johnson & Johnson are
identified in the table below. Directors of Johnson & Johnson are indicated by
an asterisk.
<TABLE>
<CAPTION>
Name Business Address Citizenship Principal Occupation
- ---- ---------------- ----------- --------------------
<S> <C> <C> <C>
1. Professor Sir James Black(*) The James Black Foundation United Kingdom Professor and Head of the
68 Half Moon Lane Department of Analytical
Dulwich, London SE249JE Pharmacology at the Rayne
England Institute, King's College School
of Medicine, Chairman of the James
Black Foundation
2. Dr. Gerard N. Burrow(*) Yale New Haven School of Medicine United States Dean of the Yale University School
333 Cedar Street of Medicine since 1992
New Haven, CT 06510
3. Joan Ganz Cooney(*) Children's Television Workshop United States Chairman, Children's Television
One Lincoln Plaza Workshop
New York, NY 10023
4. James Cullen (*) Bell Atlantic Corporation United States Vice Chairman of the Board, Bell
1310 North Court House Road Atlantic Corporation
Arlington, VA 22201
5. Russell C. Deyo Johnson & Johnson United States Corporate Vice President,
One Johnson & Johnson Plaza Administration, and Member,
New Brunswick, NJ 08933 Executive Committee of Johnson &
Johnson
6. Roger S. Fine Johnson & Johnson United States Vice President and General Counsel
One Johnson & Johnson Plaza and Member, Executive Committee of
New Brunswick, NJ 08933 Johnson & Johnson
7. George S. Frazza Johnson & Johnson United States Member, Executive Committee of
One Johnson & Johnson Plaza Johnson & Johnson
New Brunswick, NJ 08933
8. Ronald G. Gelbman Johnson & Johnson United States Member, Executive Committee of
One Johnson & Johnson Plaza Johnson & Johnson
New Brunswick, NJ 08933
9. Philip M. Hawley (*) Philip M. Hawley United States Former Chairman and Chief
Suite 2280 Executive Officer of Carter Hawley
444 South Flower Street Hale Stores, Inc.
Los Angeles, CA 90071-2900
10. JoAnn H. Heisen Johnson & Johnson United States Corporate Vice President, Chief
One Johnson & Johnson Plaza Information Officer, and Member,
New Brunswick, NJ 08933 Executive Committee of Johnson &
Johnson
11. Clark H. Johnson(*) Johnson & Johnson United States Member, Executive Committee and
One Johnson & Johnson Plaza Vice President, Finance of Johnson
New Brunswick, NJ 08933 & Johnson
12. Ann Dibble Jordan(*) Johnson & Johnson United States Director of various other
One Johnson & Johnson Plaza corporations
New Brunswick, NJ 08933
13. Christian A. Koffmann Johnson & Johnson France Member, Executive Committee of
One Johnson & Johnson Plaza Johnson & Johnson
New Brunswick, NJ 08933
</TABLE>
<PAGE> 9
CUSIP No. 743697 10 4 Page 9 of 10 Pages
<TABLE>
<CAPTION>
Name Business Address Citizenship Principal Occupation
- ---- ---------------- ----------- --------------------
<S> <C> <C> <C>
14. Arnold G. Langbo(*) 111 Capital Avenue, S.W. Canada Chairman of the Board and Chief
Battle Creek, MI 49015 Executive Officer of the Kellogg
Company
15. Ralph S. Larsen(*) Johnson & Johnson United States Chairman, Board of Directors,
One Johnson & Johnson Plaza Chief Executive Officer and
New Brunswick, NJ 08933 Chairman, Executive Committee, of
Johnson & Johnson
16. James T. Lenehan Johnson & Johnson United States Member, Executive Committee of
One Johnson & Johnson Plaza Johnson & Johnson
New Brunswick, NJ 08933
17. Dr. John S. Mayo(*) AT&T Bell Laboratories, Inc. United States President, Emeritus, AT&T Bell
600 Mountain Avenue Laboratories, Inc.
Murray Hill, NJ 07974
18. Thomas S. Murphy(*) Capital Cities/ABC, Inc. United States Chairman of the Board and Chief
77 West 66th Street Executive Officer of Capital
New York, NY 10023-6298 Cities/ABC
19. Paul J. Rizzo (*) IBM Corporation United States Retired Vice Chairman of
Old Orchard Road International Business Machines
Armonk, NY 10504 Corporation
20. Maxine F. Singer, Ph.D.(*) Carnegie Institution of United States President of the Carnegie
Washington Institution of Washington
1530 P Street, N.W.
Washington, D.C. 20005-1910
21. Roger B. Smith (*) United States Retired Chairman of General Motors
Johnson & Johnson Corporation, Member of the
One Johnson & Johnson Plaza Business Council and Trustee of
New Brunswick NJ 08933 the Alfred P. Sloan Foundation
22. Robert N. Wilson(*) Johnson & Johnson United States Vice Chairman, Board of Directors
One Johnson & Johnson Plaza and Vice Chairman, Executive
New Brunswick, NJ 08933 Committee of Johnson & Johnson
</TABLE>
<PAGE> 10
CUSIP No. 743697 10 4 Page 10 of 10 Pages
Board of Directors and Executive Officers of
Johnson & Johnson Development Corporation
The directors and executive officers of Johnson & Johnson
Development Corporation are identified in the table below. Directors of Johnson
& Johnson Development Corporation are indicated by an asterisk.
<TABLE>
<CAPTION>
Name Business Address Citizenship Principal Occupation
- ---- ---------------- ----------- --------------------
<S> <C> <C> <C>
1. William L. Brower, Jr.(*) McNeil Consumer Products United States Vice President Finance, McNeil
Company Consumer Products Company
Camp Hill Road
Fort Washington, PA 19034
2. Robert Croce(*) Johnson & Johnson United States Company Group Chairman, Johnson
One Johnson & Johnson Plaza & Johnson
New Brunswick, NJ 08933
3. Blair M. Flicker (*) Johnson & Johnson United States Director of Johnson & Johnson
One Johnson & Johnson Plaza Development Corporation
New Brunswick, NJ 08933
4. Peter S. Galloway Johnson & Johnson United States Secretary and Associate General
One Johnson & Johnson Plaza Counsel of Johnson & Johnson
New Brunswick, NJ 08933
5. Dr. Robert Gussin(*) Johnson & Johnson United States Vice President, Science and
One Johnson & Johnson Plaza Technology of Johnson & Johnson
New Brunswick, NJ 08933
6. Susan Lambert(*) Johnson & Johnson United Kingdom Vice President of
One Johnson & Johnson Plaza Johnson & Johnson Development
New Brunswick, NJ 08933 Corporation
7. Alfred T. Mays (*) Johnson & Johnson United States President, McNeil Specialty
One Johnson & Johnson Plaza Products Company; and Vice
New Brunswick, NJ 08933 President of Johnson & Johnson
Development Corporation
8. Ting Pau Oei(*) Johnson & Johnson United States Vice President of
One Johnson & Johnson Plaza Johnson & Johnson Development
New Brunswick, NJ 08933 Corporation
9. Peter T. Tattle(*) Johnson & Johnson Canada Company Group Chairman, Johnson
One Johnson & Johnson Plaza & Johnson
New Brunswick, NJ 08933
10. James R. Utaski(*) Johnson & Johnson United States Corporate Vice President,
One Johnson & Johnson Plaza Business Development of Johnson
New Brunswick, NJ 08933 & Johnson; President of Johnson
& Johnson Development
Corporation
11. Dr. Brad Vale(*) Johnson & Johnson United States Vice President of
One Johnson & Johnson Plaza Johnson & Johnson Development
New Brunswick, NJ 08933 Corporation
</TABLE>
