As filed with the Securities and Exchange Commission on May 10,2005
Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Johnson & Johnson
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-102420
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of Principal Executive (Zip Code)
Offices)
Johnson & Johnson 2005 Long-Term Incentive Plan
(Full Title of the Plan)
Thomas J. Spellman III, Esq.
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Name and Address of Agent For Service)
(732) 524-2455
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Maximum Registration
to be Offering Aggregate Fee (3)
Registered Price Per Offering
Share (2) Price
Common Stock, 135,000,000 $67.95 $9,173,250,000 $1,079,691.53
par value shares
$1.00 per share
(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable pursuant to
terms of the 2005 Long-Term Incentive Plan providing for an
increase in the amount of shares of Common Stock to be
issued thereunder (without the receipt of consideration) to
prevent dilution resulting from stock dividends, stock
splits, recapitalizations or any other similar transaction
effected by the Registrant.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h)(1)
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 ($68.25) and the low ($67.65) prices
per share on May 4, 2005 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 proposed maximum aggregate offering price by
0.0001177.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents
sent or given to participants in the plans covered by this
Registration Statement pursuant to Rule 428(b)(1) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
The written statement required by Item 2 is included in
documents sent or given to participants in the plans covered by
this Registration Statement pursuant to Rule 428(b)(1) of the
Securities Act.
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 ("the Commission") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended January
2, 2005.
(b) Quarterly Report on Form 10-Q for the quarterly period ended
April 3, 2005.
(c) The description of the Common Stock of the Registrant set
forth in the Registrant's Registration Statement on Form S-3
filed on August 7, 2001, as amended (Registration No. 333-67020).
All documents subsequently filed by the Registrant pursuant
to Sections 13(a) and 15(d) of the Securities Exchange Act of
1934 ("the Exchange Act"), 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
in this Registration Statement and to be part hereof from the
date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the
purposes hereof to the extent that a statement contained in this
Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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.
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 or 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 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 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 under the By-
laws 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. 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 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 foregoing summary is subject to the full provisions of
the NJBCA and the Registrant's Restated Certificate of
Incorporation and By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibits Index.
Item 9. Undertakings.
The undersigned Registrant 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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
The undersigned Registrant hereby undertakes 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 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.
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 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.
SIGNATURES
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 New
Brunswick, New Jersey on this 10th day of May, 2005.
JOHNSON & JOHNSON
By: /s/ T. J. Spellman III
T. J. Spellman III,
Senior Counsel and
Assistant Secretary
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints M. H. Ullmann
and T. J. Spellman III, 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.
Signature Title Date
/s/ W.C. Weldon Chairman, Board of April 28,
W.C. Weldon Directors and Chief 2005
Executive Officer, and
Director
(Principal Executive
Officer)
/s/ R.J. Darretta Vice Chairman, Board of April 28,
R.J. Darretta Directors; Chief 2005
Financial Officer, and
Director (Principal
Financial Officer)
/s/ S.J. Cosgrove Controller April 28,
S. J. Cosgrove (Principal Accounting 2005
Officer)
/s/ M.S. Coleman Director April 28,
M.S. Coleman 2005
/s/ J.G. Cullen Director April 28,
J.G. Cullen 2005
/s/ M.M.E. Johns Director April 28,
M.M.E. Johns 2005
/s/ A.D. Jordan Director April 28,
A.D. Jordan 2005
/s/ A.G. Langbo Director April 28,
A.G. Langbo 2005
/s/ S.L. Lindquist Director April 28,
S.L. Lindquist 2005
/s/ L.F. Mullin Director April 28,
L.F. Mullin 2005
/s/ C.A. Poon Vice Chairman, Board of April 28,
C.A. Poon Directors and Director 2005
/s/ S.S Reinemund Director April 28,
S.S Reinemund 2005
/s/ D. Satcher Director April 28,
D. Satcher 2005
INDEX TO EXHIBITS
Number Description
4 Johnson & Johnson 2005 Long-Term Incentive
Plan.
23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature
pages of this Registration Statement).