As filed with the Securities and Exchange Commission on October 7, 1999
Registration No. 333-86611
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Johnson & Johnson
(Exact name of Registrant as specified in its charter)
New Jersey 22-1024240
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address, including ZIP code, of Principal Executive Offices)
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Centocor, Inc. Consultant Non-Qualified Stock Option Agreements
Centocor, Inc. 1983 Incentive Stock Option Plan
Centocor, Inc. 1987 Non-Qualified Stock Option Plan
Centocor, Inc. 1989 Non-Employee Directors' Non-Qualified Stock Option Plan
(Full Title of the Plans)
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Joseph S. Orban, Esq.
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Telephone: (732) 524-0400
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
Robert A. Kindler, Esq.
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price Fee
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Common Stock, 3,443,516 (2) (2) (2)
par value shares(1)
$1.00 per share
(1) These shares were originally registered on the Registration Statement on
Form S-4 to which this Amendment relates.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing
of the Preliminary Proxy Statement on Schedule 14A of Centocor, Inc. on
August 20, 1999 and the filing of the Registration Statement on Form S-4
on September 7, 1999, to register 61,011,098 shares of Johnson & Johnson
common stock, par value $1.00 per share, issuable to shareholders of
Centocor, Inc., including the 3,443,516 shares which may be issued
pursuant to the Plans referred to above. See "Introductory Statement."
<PAGE>
1
INTRODUCTORY STATEMENT
Johnson & Johnson ("J&J") hereby amends its Registration Statement on
Form S-4 (No. 333-86611) (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 3,443,516 shares of 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 Centocor, Inc. Consultant Non-Qualified Stock Option Agreements, the
Centocor, Inc. 1983 Incentive Stock Option Plan, the Centocor, Inc. 1987
Non-Qualified Stock Option Plan and the Centocor, Inc. 1989 Non-Employee
Directors' Non-Qualified Stock Option Plan (collectively, the "Plans").
On October 6, 1999, Admiral Merger Corp., a Pennsylvania corporation and
a wholly owned subsidiary of J&J ("Admiral"), was merged with and into
Centocor, Inc., a Pennsylvania corporation ("Centocor"). As a result of such
merger (the "Merger"), Centocor became a wholly owned subsidiary of J&J and
each outstanding share (other than shares owned by J&J, Admiral or Centocor)
of Centocor common stock, par value $.01 per share ("Centocor Common Stock"),
was converted into 0.639 shares of J&J Common Stock. In addition, each
outstanding option issued pursuant to the Plans will no longer be exercisable
for shares of Centocor Common Stock but, instead, will constitute an option to
acquire, on the same terms and conditions as were applicable under such option
immediately prior to consummation of the Merger, that number of shares of J&J
Common Stock (rounded down to the nearest whole share) equal to the product of
(x) the number of shares of Centocor Common Stock for which such option was
theretofore exercisable and (y) 0.639. The exercise price for each option
shall be equal to the exercise price per share for such option immediately
prior to the effective time of the Merger divided by 0.639 (rounded up to the
nearest whole cent).
The designation of the Post-Effective Amendment as Registration No.
333-86611 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.
<PAGE>
2
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 (the "SEC") are incorporated herein by reference:
(a) J&J's Annual Report on Form 10-K for the fiscal year ended January
3, 1999, as amended by an Amendment thereto filed on Form 10-K/A on
June 22, 1999.
(b) J&J's Quarterly Report on Form 10-Q for the quarter ended April 4,
1999.
(c) J&J's Quarterly Report on Form 10-Q for the quarter ended July 4,
1999.
(d) The description of J&J Common Stock set forth in J&J's Registration
Statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act"), including any amendments or
reports filed for the purpose of updating such description.
All documents filed by J&J 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 hereby
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 (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed
by J&J pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in
each year during which the offering made hereby is in effect prior to the
filing with the SEC of J&J's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference herein or
be a part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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 Kenneth A. Berlin, Esq., General
Attorney, of J&J. Mr. Berlin 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 (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
such a director or officer, other than a proceeding by or in the right of the
corporation, if such director or officer
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3
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.
J&J'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 J&J shall be personally liable to J&J or its stockholders for damages for
breach of any duty owed to J&J or its stockholders.
The By-laws of J&J provide that, to the full extent permitted by the laws
of the State of New Jersey, J&J shall indemnify any person 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 J&J to procure a judgment in its favor), 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 J&J or, while serving as a director or
officer of J&J, is or was at the request of J&J 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 under the By-Laws with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
such proceeding unless J&J 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 J&J, and it shall not be
exclusive of any other rights to which an indemnitee may otherwise be
entitled. The indemnification 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.
J&J enters into indemnification agreements with its directors and
officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that J&J 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, J&J 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 J&J, or are or were
serving, shall serve, or shall have served, at the request of J&J, as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise.
<PAGE>
4
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) J&J hereby undertakes:
(1) 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 (the "Securities Act"):
(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)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by J&J pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 offering thereof.
(3) 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.
(b) J&J hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of J&J's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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 shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of J&J
pursuant to the foregoing provisions, or otherwise, J&J has been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by J&J of expenses incurred or paid by a director, officer or
controlling person of J&J 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, J&J will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate
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5
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, J&J 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 or amendment thereto 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 7th day of October, 1999.
JOHNSON & JOHNSON
By /s/ R. S. Larsen
--------------------------
Name: R. S. Larsen
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been duly signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ R. S. Larsen Chairman, Board of Directors, October 7, 1999
- ------------------- Chief Executive Officer and
(R. S. Larsen) Director
(Principal Executive Officer)
/s/ R. J. Darretta Vice President, Finance October 7, 1999
- ------------------- (Principal Financial Officer)
(R. J. Darretta)
/s/ C. E. Lockett Controller October 7, 1999
- ------------------- (Principal Accounting Officer)
(C. E. Lockett)
/s/ G. N. Burrow Director October 7, 1999
- -------------------
(G. N. Burrow)
/s/ J. G. Cooney Director October 7, 1999
- -------------------
(J. G. Cooney)
/s/ J. G. Cullen Director October 7, 1999
- -------------------
(J. G. Cullen)
- ------------------- Director October _, 1999
(M. J. Folkman)
<PAGE>
7
Signature Title Date
- --------- ----- ----
/s/ A. D. Jordan Director October 7, 1999
- -------------------
(A. D. Jordan)
- ------------------- Director October _, 1999
(A. G. Langbo)
/s/ J. S. Mayo Director October 7, 1999
- -------------------
(J. S. Mayo)
/s/ L. F. Mullin Director October 7, 1999
- -------------------
(L. F. Mullin)
/s/ P. J. Rizzo Director October 7, 1999
- -------------------
(P. J. Rizzo)
/s/ H. B. Schacht Director October 7, 1999
- -------------------
(H. B. Schacht)
/s/ M. F. Singer Director October 7, 1999
- -------------------
(M. F. Singer)
/s/ J. W. Snow Director October 7, 1999
- -------------------
(J. W. Snow)
/s/ R. N. Wilson Director October 7, 1999
- --------------------
(R. N. Wilson)
<PAGE>
8
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Provisions of the Restated Certificate of Incorporation of
J&J dated May 21, 1996, that define the rights of
securityholders of J&J (incorporated by reference to
Exhibit 3 to J&J's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996).
4.2 Provisions of the By-Laws of J&J, as amended effective
April 23, 1999, that define the rights of securityholders
of J&J (incorporated by reference to Exhibit 3 to J&J's
Quarterly Report on Form 10-Q for the quarterly period
ended July 4, 1999).
5.1 Opinion of Kenneth A. Berlin, Esq., General Attorney, of
J&J, regarding the legality of the securities being
issued.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Kenneth A. Berlin, Esq., General Attorney, of
J&J (included in Exhibit 5.1).
24.1* Power of Attorney.
- -------------------------
* Previously filed.
EXHIBIT 5.1
[LETTERHEAD OF JOHNSON & JOHNSON]
October 7, 1999
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Ladies and Gentlemen:
I am a General Attorney of Johnson & Johnson, a New Jersey corporation
(the "Company"), and I am familiar with the Post-Effective Amendment No. 1 on
Form S-8 to the Registration Statement on Form S-4 (Registration No.
333-86611) (as so amended, the "Registration Statement") being filed by the
Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 3,443,516 shares of the
Company's Common Stock, par value $1.00 per share ("Common Stock"), which will
be issuable upon the exercise of stock options granted under the Centocor,
Inc. Consultant NonQualified Stock Option Agreements, the Centocor, Inc. 1983
Incentive Stock Option Plan, the Centocor, Inc. 1987 NonQualified Stock Option
Plan and the Centocor, Inc. 1989 Non- Employee Directors' Non-Qualified Stock
Option Plan (together, the "Plans"), which have been assumed by the Company,
in connection with the merger of Admiral Merger Corp., a Pennsylvania
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), into
Centocor, Inc., a Pennsylvania corporation ("Centocor"), pursuant to the terms
of the Agreement and Plan of Merger dated as of July 20, 1999 (the "Merger
Agreement") among the Company, Merger Sub and Centocor.
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 upon the
exercise of stock options under the Plans, will be duly authorized, validly
issued, fully paid and nonassessable.
<PAGE>
2
I hereby consent to the use of my name under the caption "Interests of
Named Experts and Counsel" in the Registration Statement and to the use of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Kenneth A. Berlin
-----------------------
Kenneth A. Berlin, Esq.
General Attorney
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
(Registration No. 333-86611) of Johnson & Johnson of our report dated January
25, 1999 relating to the consolidated financial statements, which appears in
the Johnson & Johnson 1998 Annual Report to Shareowners, which is incorporated
by reference in its Annual Report on Form 10-K for the fiscal year ended
January 3, 1999. We also consent to the incorporation by reference of our
report dated January 25, 1999 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
October 7, 1999
