REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JOHNSON & JOHNSON
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-1024240
(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 OFFICES AND ZIP CODE)
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JOHNSON & JOHNSON 2000 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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MICHAEL H. ULLMANN, ESQ.
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, N. J. 08933
(732) 524-2455
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3)
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Johnson & Johnson Common Stock
(par value $1.00 per share)....... 58,196,152 shares $52.605 $3,061,408,575.96 $247,667.95
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 2000 Stock Option Plan pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) 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 ($53.12) and the low ($52.09) prices on
June 9, 2003 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 aggregate offering
amount by 0.0000809.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS WITH RESPECT
TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT IS TO BE USED IN
CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION
NOS. 33-7634, 33-40295, 33-59009 AND 333-39238 AND POST-EFFECTIVE AMENDMENTS
THERETO.
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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 are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended December 29,
2002;
(b) Quarterly Report on Form 10-Q/A for the quarter ended March 30,
2003;
(c) Current Report on Form 8-K filed on January 1, 2003;
(d) Current Report on Form 8-K filed on March 12, 2003;
(e) Current Report on Form 8-K filed on April 16, 2003;
(f) Current Report on Form 8-K filed on April 29, 2003; and
(g) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") and any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant 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 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 the Registrant
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
Securities and Exchange Commission of the Registrant'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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the Common Stock being registered hereby
has been passed upon for the Registrant by Roger S. Fine, Esq., Vice President
and General Counsel of the Registrant. Mr. Fine is paid a salary by the
Registrant, is a participant in various employee benefit plans offered to
employees of the Registrant generally, and owns and has options to purchase
shares of Common Stock of the Registrant.
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 and 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 hereunder 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 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 Registrant, as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.
The foregoing summary is subject to the full provisions of the New Jersey
Business Corporation Act and the Registrant's Restated Certificate of
Incorporation and By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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 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 Securities and Exchange Commission 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)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) 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 offer thereof.
(c) to remove from registration by means of post-effective amendment
of any of the securities being registered which remain unsold at the
termination of the offering.
(d) 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.
(e) that, 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
Securities and Exchange 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.
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SIGNATURES
The Registrant. 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 the City of New Brunswick and State of New Jersey, on the 11th
day of June, 2003.
JOHNSON & JOHNSON
By /s/ W.C. WELDON
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(W.C. Weldon, Chairman,
Board of Directors and
Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger S. Fine and Michael H. Ullmann, 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
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/s/ W.C. WELDON Chairman, Board of Directors and Chief June 11, 2003
--------------------------------------------- Executive Officer and Director
(W.C. Weldon) (Principal Executive Officer)
/s/ R.J. DARRETTA Executive Vice President Chief June 11, 2003
--------------------------------------------- Financial Officer and Director
(R.J. Darretta) (Principal Financial Officer)
/s/ S.J. COSGROVE Controller June 11, 2003
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(S.J. Cosgrove)
/s/ G.N. BURROW Director June 11, 2003
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(G.N. Burrow)
/s/ J.G. CULLEN Director June 11, 2003
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(J.G. Cullen)
/s/ M.J. FOLKMAN Director June 11, 2003
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(M.J. Folkman)
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SIGNATURE TITLE DATE
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/s/ A.D. JORDAN Director June 11, 2003
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(A.D. Jordan)
/s/ A.G. LANGBO Director June 11, 2003
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(A.G. Langbo)
/s/ J.T. LENEHAN Vice Chairman, Board of Directors, June 11, 2003
--------------------------------------------- President and Director
(J.T. Lenehan)
/s/ L.F. MULLIN Director June 11, 2003
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(L.F. Mullin)
/s/ D. SATCHER Director June 11, 2003
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(D. Satcher)
/s/ H.B. SCHACHT Director June 11, 2003
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(H.B. Schacht)
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EXHIBIT INDEX
EXHIBIT
NO.
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4.1 Provisions of the Restated Certificate of Incorporation of
the Registrant effective May 22, 2001, that define the
rights of security holders of the Registrant (incorporated
by reference to Exhibit 3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 1, 2001).
4.2 Provisions of the By-laws of the Registrant, as amended
effective June 11, 2001, that define the rights of security
holders of the Registrant (incorporated by reference to
Exhibit 99.2 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 2001).
4.3 Johnson & Johnson 2000 Stock Option Plan (as amended on
February 10, 2003).
5. Opinion of Roger S. Fine, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Roger S. Fine (included in Exhibit 5).
24. Power of Attorney (included in the signature pages of this
Registration Statement).