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Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
JOHNSON & JOHNSON
(Exact name of issuer as specified in its charter)
New Jersey 22-1024240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of principal offices and zip code)
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JOHNSON & JOHNSON STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
------------------------
Peter S. Galloway, Esq.
One Johnson & Johnson Plaza
New Brunswick, N. J. 08933
(908) 524-2455
(Name, address and telephone number of agent for service)
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Approximate date of commencement of proposed public offering:
Sales are expected to take place from time to time after the
effective date of the Registration Statement
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering
Share (1) Price (1)
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<S> <C> <C> <C> <C>
Johnson & Johnson
Common Stock (par value
$1.00 per share) 150,000 shares $60.3125 $9,046,875 $2,742
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c), computed on the basis of the average
of the high ($60.375) and low ($60.25) sale prices of May 8, 1997 based on
composite trading data published in the Wall Street Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended December 29,
1996.
(b) Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.
(c) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by Peter S. Galloway, Esq., Associate
General Counsel and Secretary of the Registrant. Mr. Galloway is paid a salary
by the Registrant, is a participant in various employee benefit plans offered to
employees of the Registrant generally, and owns and has options to purchase
shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA") provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been a director or
officer, other than a proceeding by or in the right of the corporation, if such
a director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation; and
with respect to any criminal proceeding, such
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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 (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 thereunder
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
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Proceedings commenced or continuing after the adoption of the By-laws, whether
arising from acts or omissions occurring before or after such adoption. No
amendment, alteration, change, addition or repeal of or to the By-laws shall
deprive an Indemnitee of any rights under the By-laws with respect to any act or
omission of such Indemnitee occurring prior to such amendment, alteration,
change, addition or repeal.
The Registrant enters into indemnification agreements with its directors
and officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Registrant agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the NJBCA, or any other applicable law, or by any amendment thereof
or other statutory provisions authorizing or permitting such indemnification
that is adopted after the date hereof. Without limiting the generality of the
foregoing, the Registrant agrees to hold harmless and indemnify its directors
and officers to the fullest extent permitted by applicable law against any and
all expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by its directors and officers in connection with the defense
of any present or future threatened, pending, or completed claim, action, suit,
or proceeding by reason of the fact that they were, are, shall be, or shall have
been a director or officer of the Registrant, or are or were serving, shall
serve, or shall have served, at the request of the Registrant, as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Johnson & Johnson Stock Option Plan For Non-Employee Directors.
5.1 Opinion of Peter S. Galloway, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Peter S. Galloway (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this Registration
Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a) (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offer
thereof.
(c) To remove from registration by means of post-effective amendment of
any of the securities being registered which remain unsold at the
termination of the offering.
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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
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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.
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 23rd
day of April, 1997.
JOHNSON & JOHNSON
By /s/ R. S. Larsen
-------------------------
(R. S. Larsen, Chairman,
Board of Directors and
Chief Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger S. Fine and Peter S. Galloway, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his/her substitute or substitutes, may all fully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been duly signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ R. S. Larsen
_____________________________ Chairman, Board of Directors April 23, 1997
(R. S. Larsen) and Chief Executive Officer
(Principal Executive Officer)
/s/ R. J. Darretta
_____________________________ Vice President, Finance April 23, 1997
(R. J. Darretta) (Principal Financial
Officer)
/s/ C.E. Lockett
_____________________________ Controller April 23, 1997
(C.E. Lockett)
/s/ G. N. Burrow
_____________________________ Director April 24, 1997
(G. N. Burrow)
/s/ J. G. Cooney
_____________________________ Director April 24, 1997
(J. G. Cooney)
/s/ J. G. Cullen
_____________________________ Director April 24, 1997
(J. G. Cullen)
/s/ P. M. Hawley
_____________________________ Director April 24, 1997
(P. M. Hawley)
/s/ A. D. Jordan
_____________________________ Director April 24, 1997
(A. D. Jordan)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ A. G. Langbo
_____________________________ Director April 24, 1997
(A. G. Langbo)
/s/ J. S. Mayo
_____________________________ Director April 24, 1997
(J. S. Mayo)
/s/ T. S. Murphy
_____________________________ Director April 24, 1997
(T. S. Murphy)
/s/ P. J. Rizzo
_____________________________ Director April 24, 1997
(P. J. Rizzo)
/s/ M. F. Singer
_____________________________ Director April 24, 1997
(M. F. Singer)
/s/ R. B. Smith
_____________________________ Director April 24, 1997
(R. B. Smith)
/s/ R. N. Wilson
_____________________________ Vice Chairman, Board of April 23, 1997
(R. N. Wilson) Directors
</TABLE>
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EXHIBIT INDEX
Exhibit No.
-----------
4.1 Johnson & Johnson Stock Option Plan For Non-Employee
Directors.
5.1 Opinion of Peter S. Galloway, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Peter S. Galloway (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this
Registration Statement).
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EXHIBIT 4.1
JOHNSON & JOHNSON
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 1997)
1. Purpose. The purpose of the Stock Option Plan for Non-Employee
Directors of Johnson & Johnson (the "Plan") is to provide certain compensation
to eligible directors of Johnson & Johnson (the "Company") and to encourage the
highest level of director performance by providing such directors with an
interest in the Company's success and progress by granting them non-qualified
options ("Options") to purchase shares of the Company's Common Stock ("Common
Stock").
2. Administration. The Plan shall be administered by the Compensation
Committee or any successor thereto (the "Committee") of the Company's Board of
Directors (the "Board"). Questions involving eligibility for grants of Options,
entitlement to Options or the operation of the Plan shall be referred to the
Committee. All determinations of the Committee shall be conclusive. The
Committee may obtain such advice or assistance as it deems appropriate from
persons not serving on the Committee.
3. Eligibility and Grants. To be eligible to participate in the Plan, a
director must not be an officer or employee of the Company or any of its
subsidiaries or affiliates. On the first trading day of each calendar year, each
eligible director shall automatically be granted an Option to purchase 1,100
shares of Common Stock. Such amount may be increased or decreased by the
Committee in November or December of each year to reflect the competitive
environment with respect to director compensation. Each eligible director to
whom Options are granted is hereinafter referred to as a "Participant." Each
grant of Options shall be evidenced by a written agreement duly executed and
delivered by or on behalf of the Company and the Participant.
4. Shares Available. Subject to adjustment as provided in Section 10,
the maximum aggregate number of shares of Common Stock which shall be available
under the Plan for the issuance upon the exercise of Options is 150,000 shares.
5. Term of Options. Each Option granted under the Plan shall have a
term of ten years from the date of grant, subject to earlier termination as
provided in Section 8(b).
6. Option Price. Options are priced at 100% of the fair market value of
the Common Stock on the date of grant. Such price shall be subject to adjustment
as provided in Section 10. The fair market value of a share of Common Stock
shall be the average of the highest
<PAGE> 2
and lowest sales prices of the Common Stock as reported in the Wall Street
Journal ("Fair Market Value").
7. Exercise of Options. (a) Each Option shall become 100% exercisable
at the earliest of the completion of a Participant's Board service or on a date
which is one year after the date of grant.
(b) An Option may be exercised at any time or from time to time, as to
any or all full shares of Common Stock as to which the Option is then
exercisable; provided, however, that any such exercise shall be for at least 100
shares of Common Stock or, if less, the total number of shares of Common Stock
as to which the Option is then exercisable.
(c) The purchase price of the Common Stock as to which an Option is
exercised shall be paid in full at the time of exercise; payment may be made in
cash or in shares of Common Stock valued at Fair Market Value.
8. Completion of Directorship. (a) Completion. If a Participant
completes his/her service as a non-employee director of the Company for any
reason (other than death), the Participant's Options may be exercised at any
time during the remainder of the Option term.
(b) Death. In the event of Participant's death, regardless of whether
Participant is still serving as a director, the Option may be exercised, subject
to the provisions of Section 5, within three (3) years after death by
Participant's estate or by any person who acquires such option by inheritance or
devise. Thereafter, such rights shall lapse.
9. Regulatory Compliance and Listing. The issuance or delivery of any
shares of Common Stock upon the exercise of Options may be postponed by the
Company for such period as may be required to comply with any applicable
requirements under the Federal securities laws, any applicable listing
requirements of any national securities exchange and requirements under any
other law or regulation applicable to the issuance or delivery of such shares,
and the Company shall not be obligated to issue or deliver any shares of Common
Stock if the issuance or delivery of such shares shall constitute a violation of
any provision of any law or of any regulation of any governmental authority or
any national securities exchange.
10. Adjustment in Event of Changes in Capitalization. In the event of a
recapitalization, stock split, stock dividend, combination or exchange of
shares, merger, consolidation, rights offering, separation, reorganization or
liquidation, or any other change in the corporate structure or shares of the
Company, the number of shares of Common Stock that may be awarded as Options or
that are subject to
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outstanding Option grants, and the option price per share under outstanding
Options, shall be adjusted automatically to prevent dilution or enlargement of
rights.
11. Termination or Amendment of the Plan. The Board may at any time
terminate the Plan and may from time to time alter or amend the Plan or any part
thereof (including any amendment deemed necessary to ensure that the Company may
comply with any regulatory requirement referred to in Section 9), provided that,
unless otherwise required by law, the rights of a Participant with respect to
Options granted prior to such termination, alteration or amendment may not be
impaired without the consent of such Participant.
12. Miscellaneous. (a) Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any director for reelection
by the Company's shareholders.
(b) The Company shall have the right to require, prior to the issuance or
delivery of any Common Stock upon the exercise of Options, payment by the
Participant of any taxes required by law with respect to the issuance or
delivery of such shares. Such amount may be paid in cash, in shares of Common
Stock previously owned by the Participant (based on the Fair Market Value), or a
combination of cash and shares of Common Stock.
(c) The shares of Common Stock to be issued upon the exercise of Options
under the Plan shall, unless otherwise determined by the Committee, be shares
which have been or may be reacquired by the Company.
* * * * * *
3
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EXHIBIT 5.1
April 23, 1997
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Re: Registration Statement on Form S-8
Johnson & Johnson Stock Option Plan
For Non-Employee Directors
Ladies and Gentlemen:
I am Associate General Counsel of Johnson & Johnson, a New Jersey corporation
(the "Company"), and I have acted as counsel for the Company in connection
with the registration statement under the Securities Act of 1933, as
amended, with respect to shares of Common Stock ("Common Stock"), par value
$1.00 per share, of the Company to be issued pursuant to the Johnson & Johnson
Stock Option Plan For Non-Employee Directors (the "Plan").
I have reviewed the Company's Restated Certificate of Incorporation, as amended,
and By-Laws and such other corporate records of the Company and documents and
certificates of public officials and others as I have deemed necessary as a
basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that the shares of Common Stock, when issued and
delivered in accordance with the terms of the options issued under the Plan,
will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.
Very truly yours,
By: /s/ Peter S. Galloway
------------------------------------
Peter S. Galloway
Associate General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, relating to the Johnson & Johnson Stock Option Plan
For Non-Employee Directors, of our reports dated January 20, 1997 on our
audits of the consolidated financial statements and financial statement
schedule of Johnson & Johnson and subsidiaries as of December 29, 1996 and
December 31, 1995, and for each of the three fiscal years in the period ended
December 29, 1996, which reports are incorporated by reference in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P
----------------------------------------
COOPERS & LYBRAND L.L.P.
New York, New York
May 13, 1997
