As filed with the Securities and Exchange Commission on November 29, 2001
Registration No. 333-67370
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Johnson & Johnson
(Exact name of Registrant as specified in its charter)
New Jersey 22-1024240
(State or 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)
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Selfcare, Inc. Employee Stock Purchase Plan
Selfcare, Inc. 1992 Stock Plan
Selfcare, Inc. 1994 Incentive and Nonqualified Stock Option Plan
Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant Plan
Stock Option Grants to Keith May, Jerome McAleer and David Scott
Inverness Medical Technology, Inc. Amended and Restated 2000 Stock Option and
Grant Plan Integ Incorporated (formerly Inomet, Inc.) 1990 Incentive and Stock
Option Plan Integ Incorporated (formerly Inomet, Inc.) 1991 Incentive and Stock
Option Plan Integ Incorporated 1994 Long-Term Incentive and Stock Option Plan
Integ Incorporated 1996 Directors' Stock Option Plan
(Full Title of the Plans)
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Steven M. Rosenberg, Esq.
Johnson & Johnson
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)
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Copies to:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price Fee
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Common Stock, par
value $1.00 per share. 2,758,151 (1) (2) (2) (2)
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(1) This Post-Effective Amendment No. 1 on Form S-8 to Amendment No. 3 to the
Registration Statement on Form S-4 (No. 333-67370) covers 2,758,151
shares of common stock, par value $1.00 per share, of Johnson & Johnson
("Johnson & Johnson common stock") originally registered on Amendment No.
3 to the Registration Statement on Form S-4.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing
of the Registration Statement on Form S-4 on August 13, 2001. On October
19, 2001, Johnson & Johnson filed Amendment No. 3 to the Registration
Statement on Form S-4 to register 25,105,088 shares of Johnson & Johnson
common stock issuable to the stockholders of Inverness Medical
Technology, Inc., including the 2,758,151 shares being registered
hereunder which may be issued pursuant to the Plans referred to above.
See "Introductory Statement".
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INTRODUCTORY STATEMENT
Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson" or
the "registrant") hereby amends its Amendment No. 3 to the Registration
Statement on Form S-4 (No. 333-67370) (the "Form S- 4") by filing this
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment" or
this "Registration Statement") relating to the sale of up to 2,758,151 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 Selfcare, Inc. Employee Stock Purchase Plan, the Selfcare, Inc. 1992
Stock Plan, the Selfcare, Inc. 1994 Incentive and Nonqualified Stock Option
Plan, the Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant
Plan, the Stock Option Grants to Keith May, Jerome McAleer and David Scott,
the Inverness Medical Technology, Inc. Amended and Restated 2000 Stock Option
and Grant Plan, the Integ Incorporated (formerly Inomet, Inc.) 1990 Incentive
and Stock Option Plan, the Integ Incorporated (formerly Inomet, Inc.) 1991
Incentive and Stock Option Plan, the Integ Incorporated 1994 Long-Term
Incentive and Stock Option Plan and the Integ Incorporated 1996 Directors'
Stock Option Plan (collectively, the "Plans").
On November 21, 2001, Sunrise Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Johnson & Johnson ("Merger Sub"),
was merged with and into Inverness Medical Technology, Inc., a Delaware
corporation ("Inverness"), under the name Sunrise Acquisition Corp. As a
result of such merger (the "Merger"), Inverness became a wholly owned
subsidiary of Johnson & Johnson. At the effective time of the Merger,
Inverness also completed the split-off of its women's health, nutritional
supplements and clinical diagnostics businesses (the "Split-off") as Inverness
Medical Innovations, Inc., a Delaware corporation and an independent publicly
traded company ("Innovations"). As part of the Split-off and Merger, each
outstanding share (other than shares owned by Johnson & Johnson, Merger Sub or
Inverness) of common stock, par value $0.001 per share, of Inverness
("Inverness Common Stock") was converted into the right to receive 0.5935
shares of Johnson & Johnson Common Stock and 0.20 shares of common stock, par
value $0.001 per share, of Innovations ("Innovations Common Stock"). In
addition, prior to the effective time of the Merger and as part of the
restructuring of Inverness, each outstanding option issued pursuant to the
Plans was converted into:
o a replacement option to purchase the same number of shares
of Inverness Common Stock as the original Inverness option
(the "Replacement Inverness Option") and
o an option to purchase the number of shares of Innovations
Common Stock equal to the number of shares of Inverness
Common Stock subject to the original Inverness option
multiplied by 0.20 (the "Innovations Option").
The exercise price for each Replacement Inverness Option and
Innovations Option was set so that their combined exercise prices equals the
exercise price of the original Inverness option. The aggregate exercise price
of each original Inverness option was allocated between the Replacement
Inverness Option and the Innovations Option in proportion to the deemed fair
market value of the shares of the Johnson & Johnson Common Stock and
Innovations Common Stock to be received for one share of Inverness Common
Stock in the Split-off and Merger. The fair market value of the shares was
determined with reference to the closing prices of Johnson & Johnson Common
Stock on the New York Stock Exchange and Innovations Common Stock on the
American Stock Exchange, in each case on November 26, 2001, the first full
trading day following the effective time of the Merger. All other terms of the
original Inverness options will continue to apply to the Replacement Inverness
Options, except that all Replacement Inverness Options are fully vested and
immediately exercisable after the effective time of the Merger and all
Replacement Inverness Options held by persons who are not employees or
consultants of Inverness or its subsidiaries immediately following the
Split-off and Merger will remain exercisable for the remainder of the
originally stated term of the original Inverness option irrespective of
employment by or service to Johnson & Johnson, Inverness, Innovations or any
of their respective subsidiaries.
Each Replacement Inverness Option is no longer exercisable for
shares of Inverness Common Stock, but, instead at the effective time of the
Merger was converted into and constitutes an option to acquire, on the same
terms and conditions as were applicable under such Replacement Inverness
Option, the number of shares of Johnson & Johnson Common Stock (rounded down
to the nearest whole share), determined by multiplying the number of shares of
Inverness Common Stock subject to such Replacement Inverness Option by 0.5935,
at a price per share of Johnson & Johnson Common Stock equal to (i) the
aggregate exercise price for the shares of Inverness Common Stock otherwise
purchasable pursuant to such Replacement Inverness Option divided by (ii) the
aggregate number of shares of Johnson & Johnson Common Stock deemed
purchasable pursuant to such Replacement Inverness Option.
The designation of this Post-Effective Amendment as Registration No.
333-67370 denotes that the Post-Effective Amendment relates only to the shares
of Johnson & Johnson Common Stock issuable upon the exercise of stock options
under the Plans and that this is the first Post-Effective Amendment on Form
S-8 to the Form S-4 filed with respect to such shares.
1
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 December 31, 2000, as amended by
Amendment No. 1 thereto filed on Form 10-K/A on June 28,
2001;
(b) Johnson & Johnson's Quarterly Reports on Form 10-Q for the
quarters ended April 1, 2001, July 1, 2001 and September
30, 2001;
(c) Johnson & Johnson's Current Reports on Form 8-K filed on
March 14, 2001, August 7, 2001, September 20, 2001,
October 22, 2001 and November 27, 2001; and
(d) the description of Johnson & Johnson Common Stock set
forth in Johnson & Johnson's Registration Statements filed
pursuant to Section 12 of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating
such description.
The following information in the foregoing Johnson & Johnson filings
is specifically excluded for purposes of incorporation by reference:
o Exhibit 13 to the Annual Report on Form 10-K for the
Fiscal Year ended December 31, 2000 (pages 26 through 50
of Johnson & Johnson's Annual Report to Shareowners). This
information has been restated to give retroactive effect
to Johnson & Johnson's pooling of interests with ALZA
Corporation. The restated financial statements have been
included in the Current Report on Form 8-K filed on
September 20, 2001, which is incorporated by reference
herein.
o Exhibit 99.20 to the Current Report on Form 8-K filed on
March 14, 2001. This information has been restated to give
retroactive effect to Johnson & Johnson's pooling of
interests with ALZA Corporation. The restated financial
statements have been included in the Current Report on
Form 8-K filed on September 20, 2001, which is
incorporated by reference herein.
o The supplemental audited consolidated financial statements
as of December 31, 2000 and January 2, 2000, and for each
of the years in the three-year period ended December 31,
2000 included as Exhibit 99.15 to the Current Report on
Form 8-K filed on August 7, 2001. With the issuance of the
Johnson & Johnson Quarterly Report on Form 10-Q for the
quarter ended July 1, 2001, these supplemental financial
statements, which have been restated to give retroactive
effect to Johnson & Johnson's pooling of interests with
ALZA Corporation, have become the historical financial
statements of Johnson & Johnson. The restated financial
statements have been included in the Current Report on
Form 8-K filed on September 20, 2001, which is
incorporated by reference herein.
All documents subsequently 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
subsequently filed document which also is deemed to be incorporated by reference
herein 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.
2
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of 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 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
shareholders for damages for breach of any duty owed to the registrant or its
shareholders.
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 such
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 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.
The registrant enters into indemnification agreements with its
directors and officers and enters into insurance agreements on its own behalf.
The indemnification agreements provide that the registrant 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, the registrant 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 the registrant,
or are or were serving, shall serve, or shall have served, at the request of the
3
registrant, 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) The 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 of 1933, as amended (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 or in the aggregate,
represent a fundamental change in the information set forth in this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% 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 this Registration Statement or any
material change to such information in this Registration Statement;
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by such paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 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) The 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 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.
(c) 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 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 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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe it meets all 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 the 29th day of November, 2001.
JOHNSON & JOHNSON,
By: /s/ S. M. Rosenberg
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Name: S. M. Rosenberg
Title: Assistant Secretary and
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman, Board of Directors; Chief November 29, 2001
------------------- Executive Officer and Chairman,
(R. S. Larsen) Executive Committee (Principal
Executive Officer)
* Member, Executive Committee; Vice November 29, 2001
------------------- President, Finance (Principal
(R. J. Darretta) Financial Officer)
/s/ S. J. Cosgrove Controller (Principal Accounting November 29, 2001
------------------- Officer)
(S. J. Cosgrove)
* Director November 29, 2001
-------------------
(G. N. Burrow)
* Director November 29, 2001
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(J. G. Cooney)
* Director November 29, 2001
-------------------
(J. G. Cullen)
* Director November 29, 2001
-------------------
(M. J. Folkman)
Director
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(A. D. Jordan)
* Director November 29, 2001
-------------------
(A. G. Langbo)
* Director November 29, 2001
-------------------
(J. T. Lenehan)
5
Signature Title Date
--------- ----- ----
* Director November 29, 2001
-------------------
(J. S. Mayo)
* Director November 29, 2001
-------------------
(L. F. Mullin)
* Director November 29, 2001
-------------------
(H. B. Schacht)
* Director November 29, 2001
-------------------
(M. F. Singer)
* Director November 29, 2001
-------------------
(J. W. Snow)
* Director November 29, 2001
-------------------
(W. C. Weldon)
* Director November 29, 2001
-------------------
(R. N. Wilson)
*By: /s/ S. M. Rosenberg
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S. M. Rosenberg
Attorney-in-Fact
6
EXHIBIT INDEX
Exhibits
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson dated May 21, 1996, that define the rights of security
holders of Johnson & Johnson (incorporated by reference to Exhibit
3(a)(iii) to Johnson & Johnson's Annual Report on Form 10-K for the
year ended December 29, 1996).
4.2 Provisions of the By-laws of Johnson & Johnson, as amended effective
June 11, 2001, that define the rights of security holders of Johnson
& Johnson (incorporated by reference to Exhibit 3(b) to Johnson &
Johnson's Amendment to its Annual Report on Form 10-K/A, filed June 28,
2001, for the year ended December 31, 2000).
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.