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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JOHNSON & JOHNSON
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C>
NEW JERSEY 22-1024240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)
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JOHNSON & JOHNSON 2000 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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MICHAEL H. ULLMANN, ESQ.
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, N. J. 08933
(732) 524-2455
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3)
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<S> <C> <C> <C> <C>
Johnson & Johnson Common Stock
(par value $1.00 per share)........ 75,000,000 shares $84.5625 $6,342,187,500 $1,674,337.50
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 2000 Stock Option Plan pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating the
registration fee. The offering price per share is based on the average of
the high ($85.4375) and the low ($83.6875) prices on June 7, 2000 based on
composite trading data published in The Wall Street Journal.
(3) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act, and was determined by multiplying the aggregate offering
amount by .000264.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS WITH RESPECT
TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT IS TO BE USED IN
CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION
NOS. 33-7634, 33-40295 AND 33-59009 AND POST-EFFECTIVE AMENDMENTS THERETO.
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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 January 2,
2000.
(b) Quarterly Report on Form 10-Q for the quarter ended April 2, 2000.
(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 (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 legality of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by Roger S. Fine, Esq., Vice President
and General Counsel of the Registrant. Mr. Fine 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 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.
Article NINTH of 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 (Article V) 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
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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 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. 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 also maintains insurance policies which insure its officers
and directors against certain liabilities.
The foregoing summary is subject to the full provisions of the New Jersey
Business Corporation Act and the Registrant's Restated Certificate of
Incorporation and By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1(a) Restated Certificate of Incorporation of the Registrant
dated April 26, 1990 (incorporated by reference to
Registrant's Form 10-K Annual Report for the year ended
December 30, 1990).
4.1(b) Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant dated May 20, 1992
(incorporated by reference to Registrant's Form 10-K Annual
Report for the year ended January 3, 1993).
4.1(c) Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant dated May 21, 1996
(incorporated by reference to Registrant's Form 10-K Annual
Report for the year ended December 29, 1996).
4.2 By-laws of Registrant (incorporated by reference to
Registrant's Form 10-Q Quarterly Report for the quarter
ended July 4, 1999).
4.3 Johnson & Johnson 2000 Stock Option Plan.
5. Opinion of Roger S. Fine, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Roger S. Fine (included in Exhibit 5).
24. Power of Attorney (included on the signature pages to this
Registration Statement).
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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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually
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or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) 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 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, each filing of the Registrant'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 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 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 12th
day of June, 2000.
JOHNSON & JOHNSON
By /s/ R. S. LARSEN
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(R. S. Larsen, Chairman,
Board of Directors and
Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger S. Fine and Michael H. Ullmann, 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 Act, this Registration
Statement has been duly signed by the following persons in the capacities and on
the dates indicated.
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SIGNATURE TITLE DATE
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/s/ R.S. LARSEN Chairman, Board of Directors and Chief June 12, 2000
--------------------------------------------- Executive Officer and Director
(R.S. Larsen) (Principal Executive Officer)
/s/ R.J. DARRETTA Vice President, Finance (Principal June 12, 2000
--------------------------------------------- Financial Officer)
(R.J. Darretta)
/s/ C.E. LOCKETT Controller June 13, 2000
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(C.E. Lockett)
/s/ G.N. BURROW Director June 12, 2000
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(G.N. Burrow)
/s/ J.G. COONEY Director June 12, 2000
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(J.G. Cooney)
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SIGNATURE TITLE DATE
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/s/ J.G. CULLEN Director June 12, 2000
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(J.G. Cullen)
/s/ M.J. FOLKMAN Director June 12, 2000
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(M.J. Folkman)
/s/ A.D. JORDAN Director June 12, 2000
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(A.D. Jordan)
/s/ A.G. LANGBO Director June 12, 2000
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(A.G. Langbo)
/s/ J.S. MAYO Director June 12, 2000
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(J.S. Mayo)
/s/ L.F. MULLIN Director June 12, 2000
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(L.F. Mullin)
/s/ H.B. SCHACHT Director June 12, 2000
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(H.B. Schacht)
/s/ M.F. SINGER Director June 12, 2000
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(M.F. Singer)
/s/ J.W. SNOW Director June 12, 2000
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(J.W. Snow)
/s/ R.N. WILSON Director June 12, 2000
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(R.N. Wilson)
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EXHIBIT INDEX
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EXHIBIT
NO.
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4.1(a) Restated Certificate of Incorporation of the Registrant
dated April 26, 1990 (incorporated by reference to
Registrant's Form 10-K Annual Report for the year ended
December 30, 1990).
4.1(b) Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant dated May 20, 1992
(incorporated by reference to Registrant's Form 10-K Annual
Report for the year ended January 3, 1993).
4.1(c) Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant dated May 21, 1996
(incorporated by reference to Registrant's Form 10-K Annual
Report for the year ended December 29, 1996).
4.2 By-Laws of Registrant (incorporated by reference to
Registrant's Form 10-Q Quarterly Report for the quarter
ended July 4, 1999).
4.3 Johnson & Johnson 2000 Stock Option Plan.
5. Opinion of Roger S. Fine, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Roger S. Fine (included in Exhibit 5).
24. Power of Attorney (included on the signature pages to this
Registration Statement).
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