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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. 2)
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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
(Final Amendment)
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<PAGE>
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 and amended on
March 3, 1997 (as amended, 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 Delaware 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, constitute 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 March 18, 1997, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented as follows:
(a)(10) Text of Press Release dated March 18, 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 18, 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.
- ------- ------------ --------
*(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
Identification 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.
(a)(10) Text of Press Release dated March 18, 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)(10)
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON ANNOUNCES THAT MORE THAN 94% OF THE
SHARES OF INNOTECH, INC. HAVE BEEN ACCEPTED FOR PAYMENT IN
ITS TENDER OFFER
New Brunswick, NJ (March 18, 1997)--Johnson & Johnson
(NYSE:JNJ) announced today that its wholly-owned subsidiary, INO
Acquisition Corp., has accepted for payment 8,422,121 shares of common
stock, $0.001 par value, of Innotech, Inc. (NASDAQ:IIII) at $13.75 per
share, pursuant to Johnson & Johnson's tender offer which expired at
12:00 midnight, New York City time, on March 17, 1997.
As a result of the tender offer, INO acquisition Corp.
currently owns approximately 94% of the outstanding shares of
Innotech, Inc.'s common stock, and Johnson & Johnson anticipates
prompt consummation of a merger of INO Acquisition Corp. with and into
Innotech, Inc. whereby Innotech, Inc. will become a direct
wholly-owned subsidiary of Johnson & Johnson. Johnson & Johnson also
owns 474,515 shares of Innotech, Inc. through another wholly-owned
subsidiary.
Contact: Jeffrey J. Leebaw
Media Relations
(908) 524-3350
Michael J. Foley
Investor Relations
(908) 524-3922
