As filed with the Securities and Exchange Commission on July 16, 2002
Registration No. 333-
==============================================================================
UNITED STATES
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 22-1024240
(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)
Johnson & Johnson Savings Plan
(Full Title of the Plan)
Michael H. Ullmann, 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)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
maximum
Proposed maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered(1) per share price(2) fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share 50,000,000 N/A $2,381,250,000 $219,075
====================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, (the "Securities Act") this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act. The
calculation of the registration fee for the shares is based on $47.63,
which is the average of the high and low prices of Johnson & Johnson
common stock, par value $1.00 per share, on July 15, 2002 on the New York
Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Johnson & Johnson, a New Jersey
corporation, ("Johnson & Johnson" or the "registrant") and the Johnson &
Johnson Savings Plan (the "Plan") with the Securities and Exchange Commission
(the "SEC") are incorporated herein by reference:
(1) Johnson & Johnson Savings Plan's Annual Report on Form 11-K for the
fiscal year ended December 30, 2001;
(2) Johnson & Johnson's Annual Report on Form 10-K for the fiscal year
ended December 30, 2001;
(3) Johnson & Johnson's Current Report on Form 8-K filed April 16, 2002;
(4) Johnson & Johnson's Current Report on Form 8-K/A filed April 30,
2002;
(5) Johnson &Johnson's Quarterly Report on Form 10-Q filed May 14, 2002;
and
(6) the description of the common stock, par value $1.00 per share of
Johnson & Johnson ("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.
All documents subsequently filed by Johnson & Johnson pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or by the Plan 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 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 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.
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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
3
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 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 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 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.
4
(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.
5
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 this 15th day of July 2002.
JOHNSON & JOHNSON,
By: /s/ M. H. Ullmann
----------------------------
Name: M. H. Ullmann
Title: Secretary
6
Pursuant to the requirements of the Securities Act, the trustees (or
the persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New Brunswick, New Jersey, on this 3rd day of July 2002.
JOHNSON & JOHNSON SAVINGS PLAN,
By: /s/ R. J. Darretta
----------------------------
Name: R. J. Darretta
Title: Chairman, Pension Committee
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints R. S. Fine and M. H. Ullmann, and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement and all documents
relating thereto, including any subsequent Registration Statements pursuant to
Rule 462 promulgated under the Securities Act of 1933, as amended, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting onto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he or 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 substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
/s/ W. C. Weldon Chairman, Board of Directors July 8, 2002
---------------------------- and Chief Executive Officer and
(W. C. Weldon) Director (Principal Executive
Officer)
/s/ R. J. Darretta Executive Vice President, July 3, 2002
---------------------------- Finance & Information Management
(R. J. Darretta) and Director (Principal Financial
Officer)
/s/ S. J. Cosgrove Controller July 3, 2002
----------------------------
(S. J. Cosgrove)
/s/ G. N. Burrow Director July 3, 2002
----------------------------
(G. N. Burrow)
/s/ J. G. Cullen Director July 7, 2002
----------------------------
(J. G. Cullen)
/s/ M. J. Folkman Director July 5, 2002
----------------------------
(M. J. Folkman)
/s/ A. D. Jordan Director July 8, 2002
----------------------------
(A. D. Jordan)
2
/s/ A. G. Langbo Director July 2, 2002
----------------------------
(A. G. Langbo)
/s/ J. T. Lenehan Vice Chairman, Board of July 8, 2002
---------------------------- Directors and Director
(J. T. Lenehan)
/s/ L. F. Mullin Director July 3, 2002
----------------------------
(L. F. Mullin)
/s/ D. Satcher Director July 8, 2002
----------------------------
(D. Satcher)
/s/ H. B. Schacht Director July 8, 2002
----------------------------
(H. B. Schacht)
/s/ M. F. Singer Director July 3, 2002
----------------------------
(M. F. Singer)
/s/ J. W. Snow Director July 5, 2002
----------------------------
(J. W. Snow)
/s/ R. N. Wilson Senior Vice Chairman, Board of July 9, 2002
---------------------------- Directors and Director
(R. N. Wilson)
EXHIBIT INDEX
Exhibits
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson effective May 22, 2001, that define the rights of security
holders of Johnson & Johnson (incorporated by reference to Exhibit 3
to Johnson & Johnson's Quarterly Report on Form 10-Q for the quarter
ended July 1, 2001).
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 99.2 of Johnson &
Johnson's Quarterly Report on Form 10-Q for the quarter ended July 1,
2001).
5.1 In lieu of an Internal Revenue Service ("IRS") determination letter
that the Plan is qualified under Section 401 of the Internal Revenue
Code of 1986, as amended, the registrant hereby undertakes that it
will submit or has submitted the Plan and any amendments thereto to
the IRS in a timely manner and has made or will make all changes
required by the IRS in order to so qualify the Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of this
registration statement on Form S-8).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Johnson & Johnson of our report dated January 21,
2002 relating to the consolidated financial statements, which appears in the
Johnson & Johnson 2001 Annual Report to Shareowners, which is incorporated by
reference in its Annual Report on Form 10-K for the fiscal year ended December
30, 2001. We also consent to the incorporation by reference of our report
dated January 21, 2002 relating to the financial statement schedule, which
appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------------
PricewaterhouseCoopers LLP
New York, New York
July 15, 2002