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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
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INNOTECH, INC.
(Name of Subject Company)
INO ACQUISITION CORP.
JOHNSON & JOHNSON
(Bidders)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
45766M 10 0
(CUSIP Number of Class of Securities)
James R. Hilton, Esq.
INO Acquisition Corp.
c/o Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of the Bidders)
With a copy to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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This statement amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on February 18, 1997 (the "Schedule 14D-1"), by INO
Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Johnson & Johnson, a New Jersey corporation ("Parent"),
to purchase all outstanding shares of Common Stock, par value $0.001 per
share (the "Shares"), of Innotech, Inc., a Delwaware corporation (the
"Company"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 18, 1997 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, consitute the "Offer") at a purchase price of
$13.75 per Share, net to the tendering shareholder in cash. Capitalized
terms used and not defined herein shall have the meanings assigned to such
terms in the Offer to Purchase and the Schedule 14D-1.
Item 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented
by adding the following language thereto:
On February 28, 1997, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and is incorporated herein
by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented as follows:
(a)(9) Text of Press Release dated February 28, 1997, issued by
Parent.
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SIGNATURE
After due 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.
Dated: March 3, 1997
INO ACQUISITION CORP.
By: /s/ James R. Utaski
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Name: James R. Utaski
Title: President
JOHNSON & JOHNSON
By: /s/ James R. Utaski
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Name: James R. Utaski
Title: Vice President,
Business Development
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EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
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*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice Of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers,
Dealer, Banks Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer
Idenitfication Number on Substitute Form
W-9.
*(a)(7) Form of Summary Advertisement dated
February 18, 1997.
*(a)(8) Text of Press Release dated February 11,
1997, issued by the Company and Parent.
(a)(9) Text of Press Release dated February 28, 1997,
issued by Parent.
(b) None.
*(c)(1) Agreement and Plan of Merger dated as of
February 10, 1997, among the Purchaser,
Parent and Company.
*(c)(2) Stockholder Agreement dated as of
February 10, 1997, among Parent, the
Purchaser, Chase Venture Capital Associates,
L.P., CIBC Wood Gundy Ventures, Inc., and
Ronald D. Blum, O.D.
(d) None.
(e) Not applicable.
(f) None.
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*Previously filed.
EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
CONTACTS:
Press Contact: Investor Contact:
Jeffrey J. Leebaw Michael J. Foley
(908) 524-3350 (908) 524-3922
JOHNSON & JOHNSON ANNOUNCES CLEARANCE OF
ANTITRUST REVIEW IN OFFER FOR INNOTECH, INC.
New Brunswick, NJ (February 28, 1997) -- Johnson & Johnson (NYSE:
JNJ) announced today that the Federal Trade Commission has granted early
termination to the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act with respect to the tender offer for all outstanding
shares of common stock of Innotech, Inc. (Nasdaq: IIII). The offer is
scheduled to expire at midnight, New York City time, on March 17, 1997.
