As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-94367
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
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)
---------------------------
Innovasive Devices, Inc. 1992 Stock Option Plan
Innovasive Devices, Inc. 1996 Non-Employee Director Stock Plan
Innovasive Devices, Inc. 1996 Omnibus Stock Plan
(Full Title of the Plans)
---------------------------
Steven M. Rosenberg, 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)
---------------------------
Copies to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share........... 183,617 shares(1) (2) (2) (2)
===============================================================================================================
</TABLE>
(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 Innovasive Devices,
Inc. on December 21, 1999 and the filing of the Registration Statement on
Form S-4 on January 10, 2000, to register 1,094,458 shares of Johnson &
Johnson common stock, par value $1.00 per share, issuable to shareholders
of Innovasive Devices, Inc., including the 183,617 shares which may be
issued pursuant to the Plans (as defined below). See "Introductory
Statement".
<PAGE>
1
INTRODUCTORY STATEMENT
Johnson & Johnson ("Johnson & Johnson") hereby amends its Registration
Statement on Form S-4 (No. 333-94367) (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 183,617 shares of common stock, par value $1.00
per share, of Johnson & Johnson ("Johnson & Johnson Common Stock") issuable
upon the exercise of stock options granted under the Innovasive Devices, Inc.
1992 Stock Option Plan, Innovasive Devices, Inc. 1996 Non-Employee Director
Stock Plan and Innovasive Devices, Inc. 1996 Omnibus Stock Plan (collectively,
the "Plans").
On February 11, 2000, Raptor Acquisition Corp., a Massachusetts
corporation and a wholly owned subsidiary of Johnson & Johnson ("Sub"), was
merged with and into Innovasive Devices, Inc., a Massachusetts corporation
("Innovasive Devices"). As a result of such merger (the "Merger"), Innovasive
Devices became a wholly owned subsidiary of Johnson & Johnson and each
outstanding share (other than shares owned by Johnson & Johnson, Sub or
Innovasive Devices) of Innovasive Devices common stock, par value $.0001 per
share ("Innovasive Devices Common Stock"), was converted into .0948 shares of
Johnson & Johnson Common Stock. In addition, each outstanding option issued
pursuant to the Plans will no longer be exercisable for shares of Innovasive
Devices 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, the whole number (disregarding any
fractional shares) of Johnson & Johnson Common Stock as the holder of such
option would have been entitled to receive pursuant to the Merger had such
holder exercised such option in full immediately prior to the effective time
of the Merger, at a price per share (rounded up to the nearest cent) equal to
(x) the aggregate exercise price for Innovasive Common Stock otherwise
purchasable pursuant to such option divided by (y) the number of full shares
of Johnson & Johnson Common Stock deemed purchasable pursuant to such option
in accordance with the foregoing.
The designation of the Post-Effective Amendment as Registration No.
333-94367 denotes that the Post-Effective Amendment relates only to the shares
of Johnson & Johnson 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 Johnson & Johnson with the Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
(a) Johnson & Johnson'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) Johnson & Johnson's Quarterly Report on Form 10-Q for the quarter
ended April 4, 1999.
(c) Johnson & Johnson's Quarterly Report on Form 10-Q for the quarter
ended July 4, 1999.
(d) Johnson & Johnson's Quarterly Report on Form 10-Q for the quarter
ended October 3, 1999.
(e) Johnson & Johnson's Current Report on Form 8-K filed December 14,
1999.
(f) The description of Johnson & Johnson Common Stock set forth in
Johnson & Johnson'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 Johnson & Johnson 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 Johnson & Johnson 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 Johnson &
Johnson'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 Johnson & Johnson Common Stock being
registered hereby has been passed upon for Johnson & Johnson by Joseph S.
Orban, Esq., Associate General Counsel of Johnson & Johnson. Mr. Orban is paid
a salary by Johnson & Johnson, is a participant in various employee benefit
plans offered to employees of Johnson & Johnson generally and owns and has
options to purchase shares of Johnson & Johnson 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 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
<PAGE>
3
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.
Johnson & Johnson'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 Johnson & Johnson shall be personally liable to Johnson
& Johnson or its stockholders for damages for breach of any duty owed to
Johnson & Johnson or its stockholders.
The By-laws of Johnson & Johnson provide that, to the full extent
permitted by the laws of the State of New Jersey, Johnson & Johnson 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 Johnson &
Johnson 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 Johnson & Johnson or, while serving as a director or officer of
Johnson & Johnson, is or was at the request of Johnson & Johnson 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 Johnson & Johnson 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 Johnson & Johnson, 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.
Johnson & Johnson enters into indemnification agreements with its
directors and officers and enters into insurance agreements on its own behalf.
The indemnification agreements provide that Johnson & Johnson 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, Johnson & Johnson 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
Johnson & Johnson, or are or were serving, shall serve, or shall have served,
at the request of Johnson & Johnson, 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.
See Exhibit Index.
Item 9. Undertakings.
(a) Johnson & Johnson 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, as amended (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;
<PAGE>
4
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 Johnson & Johnson 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) Johnson & Johnson hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Johnson & Johnson'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 Johnson
& Johnson pursuant to the foregoing provisions, or otherwise, Johnson &
Johnson 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 Johnson & Johnson of expenses incurred
or paid by a director, officer or controlling person of Johnson & Johnson 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, Johnson & Johnson 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.
<PAGE>
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Johnson & Johnson 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 11th day of February, 2000.
JOHNSON & JOHNSON
By /s/ R.S. Larson
------------------------------------------
Name: R. S. Larsen
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or amendment thereto has been duly signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ (R. S. Larsen) Chairman, Board of Directors, February 11, 2000
________________________ Chief Executive Officer and
(R. S. Larsen) Director (Principal Executive
Officer)
/s/ (R. J. Darretta) Vice President, Finance (Principal February 11, 2000
________________________ Financial Officer)
(R. J. Darretta)
/s/ C. E. Lockett Controller February 10, 2000
________________________ (Principal Accounting Officer)
(C. E. Lockett)
/s/ G. N. Burrow Director February 10, 2000
________________________
(G. N. Burrow)
/s/ J. G. Cooney Director February 10, 2000
________________________
(J. G. Cooney)
________________________ Director
(J. G. Cullen)
/s/ M. J. Folkman
________________________ Director February 10, 2000
(M. J. Folkman)
/s/ A. D. Jordan Director February 10, 2000
________________________
(A. D. Jordan)
/s/ A. G. Langbo Director February 11, 2000
________________________
(A. G. Langbo)
/s/ J. S. Mayo Director February 10, 2000
________________________
(J. S. Mayo)
/s/ L. F. Mullin Director February 10, 2000
________________________
(L. F. Mullin)
________________________ Director
(P. J. Rizzo)
/s/ H. B. Schacht Director February 11, 2000
________________________
(H. B. Schacht)
________________________ Director
(M. F. Singer)
</TABLE>
<PAGE>
6
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J. W. Snow Director February 10, 2000
________________________
(J. W. Snow)
/s/ R. N. Wilson Director February 11, 2000
________________________
(R. N. Wilson)
</TABLE>
<PAGE>
7
EXHIBIT INDEX
Exhibit
Number Description
4.1 Provisions of the Restated Certificate of Incorporation of
Johnson & Johnson dated May 21, 1996, that define the rights of
securityholders of Johnson & Johnson (incorporated by reference
to Exhibit 3 to Johnson & Johnson's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996).
4.2 Provisions of the By-Laws of Johnson & Johnson, as amended
effective April 23, 1999, that define the rights of
securityholders of Johnson & Johnson (incorporated by reference to
Exhibit 3 to Johnson & Johnson's Quarterly Report on Form 10-Q for
the quarterly period ended July 4, 1999).
5.1 Opinion of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson, regarding the legality of the securities being
issued.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson (included in Exhibit 5. 1).
24.1* Power of Attorney.
________________________________
* Previously filed.
<PAGE>
8
EXHIBIT 5.1
[LETTERHEAD OF JOHNSON & JOHNSON]
February 11, 2000
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Ladies and Gentlemen:
I am Associate General Counsel 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. 333-94367) (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 183,617
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 Innovasive Devices, Inc. 1992 Stock Option Plan, the Innovasive
Devices, Inc. 1996 Non-Employee Director Stock Plan and the Innovasive
Devices, Inc. Omnibus Stock Plan (together, the "Plans"), which have been
assumed by the Company, in connection with the merger of Raptor Acquisition
Corp., a Massachusetts corporation and a wholly owned subsidiary of the
Company ("Sub"), into Innovasive Devices, Inc., a Massachusetts corporation
("Innovasive Devices"), pursuant to the terms of the Agreement and Plan of
Merger and Reorganization dated as of November 8, 1999 (the "Merger
Agreement") among the Company, Sub and Innovasive Devices.
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 of Common Stock, when
issued upon the exercise of stock options under the Plans, will be duly
authorized, validly issued, fully paid and nonassessable.
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/ Joseph S. Orban
_________________________
Joseph S. Orban
Associate General Counsel
<PAGE>
9
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 (No.
333-94367) of Johnson & Johnson of our report dated January 25, 1999, except
as to the pooling of interests with Centocor, Inc. which is as of October 6,
1999, relating to our audits of the supplemental consolidated financial
statements of Johnson & Johnson and subsidiaries as of January 3, 1999 and
December 28, 1997, and for each of the three fiscal years in the period ended
January 3, 1999, which report appears in the Current Report on Form 8-K of
Johnson & Johnson filed on December 14, 1999. We also consent to the
incorporation by reference in such registration Statement of our report dated
January 25, 1999 relating to our audits of the consolidated financial
statements and financial statement schedule of Johnson & Johnson and
subsidiaries as of January 3, 1999 and December 28, 1997, and for each of the
three fiscal years in the period ended January 3, 1999, which report is
included 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.
/s/ PricewaterhouseCoopers LLP
______________________________
PricewaterhouseCoopers LLP
New York, New York
February 10, 2000
