As filed with the Securities and Exchange Commission on April 18, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 2834 22-1024240
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Telephone: (732) 524-0400
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
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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, including ZIP Code, 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
Telephone: (212) 474-1000
Jay K. Hachigian, Esq.
Bennett L. Yee, Esq.
Jarlon Tsang, Esq.
Steve Mudder, Esq.
Robert P. Bartlett, III, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
155 Constitution Drive
Menlo Park, CA 94025
Telephone: (650) 321-2400
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Approximate date of commencement of proposed sale of the securities to
the public: Upon consummation of the merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-56034
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of each class of securities to be Amount to offering price aggregate Amount of
registered be registered per unit offering price registration fee
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Common Stock, par value $1.00 per share. 51,487(1) N/A $142,104(2) $36
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(1) Represents the number of additional shares of common stock of the
registrant expected to be issued to holders of common stock, par value
$.001 per share ("Heartport common stock"), of Heartport, Inc., a
Delaware corporation ("Heartport"), in the proposed merger (the "Merger")
of HP Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the registrant, with and into Heartport, as described in
the Registration Statement on Form S-4 (Registration No. 333-56034),
which was filed on February 22, 2001, amended on March 14, 2001 and
declared effective by the Securities and Exchange Commission on March 14,
2001. In connection with the filing of that Registration Statement,
860,293 shares of common stock of the registrant were registered with the
Securities and Exchange Commission and the registrant paid a fee of
$19,123. The total number of shares of common stock of the registrant to
be issued in connection with the Merger is now expected not to exceed
911,780 shares.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, and calculated pursuant
to Rule 457(f) under the Securities Act. Pursuant to Rule 457(f)(1) under
the Securities Act, the proposed maximum aggregate offering price of the
registrant's common stock was calculated based upon the market value of
shares of Heartport common stock (the securities to be cancelled in the
merger) in accordance with Rule 457(c) under the Securities Act as
follows: (a) $2.76, the average of the high and low prices per share of
Heartport common stock on April 16, 2001, as reported on The Nasdaq
SmallCap Market, multiplied by (b) 51,487, the estimated number of
additional shares of common stock of the registrant to be issued in
connection with the Merger.
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EXPLANATORY NOTE
This Registration Statement is being filed by Johnson & Johnson
pursuant to General Instruction K to Form S-4 and Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional number of shares
of common stock, par value $1.00 per share, of Johnson & Johnson for issuance
to holders of common stock, par value $.001 per share, of Heartport, Inc., a
Delaware corporation ("Heartport"), in the proposed merger (the "Merger") of
HP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
the registrant, with and into Heartport.
Johnson & Johnson previously registered a total of 860,293 shares of
its common stock for issuance in connection with the Merger by means of a
currently effective Registration Statement on Form S-4 (Registration No. 333-
56034), which was originally filed with the Securities and Exchange Commission
on February 22, 2001 and subsequently amended on March 14, 2001 (the "Prior
Registration Statement"). The total number of shares of common stock of
Johnson & Johnson to be issued in connection with the Merger is now expected
not to exceed 911,780 shares.
The contents of the Prior Registration Statement are hereby
incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit No. Description
5.1 Opinion of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson, regarding the legality of the securities
being registered.
8.1 Opinion of Cravath, Swaine & Moore regarding certain tax
matters.
8.2 Opinion of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP regarding certain tax matters.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson (included in Exhibit 5.1).
23.4 Consent of Cravath, Swaine & Moore.
23.5 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP.
23.6 Consent of Morgan Stanley & Co. Incorporated.
99.1* Opinion of Morgan Stanley & Co. Incorporated (which is
incorporated herein by reference to Annex 3 to the proxy
statement/prospectus which is a part of the Registration
Statement of Johnson & Johnson on Form S-4 (Registration No.
333-56034)).
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* Incorporated by reference to the registrant's Registration Statement on Form
S-4, as amended (Registration No. 333- 56034).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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
17th day of April, 2001.
JOHNSON & JOHNSON,
By: /s/ R.S. Larsen
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Name: R.S. Larsen
Title: Chairman and Chief
Executive Officer
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/ R. S. Larsen Chairman, Board of Directors; April 17, 2001
-------------------------- Chief Executive Officer and
(R. S. Larsen) Chairman, Executive Committee
(Principal Executive Officer)
/s/ R. J. Darretta Member, Executive Committee; Vice April 17, 2001
-------------------------- President, Finance (Principal
(R. J. Darretta) Financial Officer)
/s/ C. E. Lockett Controller (Principal Accounting April 17, 2001
-------------------------- Officer)
(C. E. Lockett)
-------------------------- Director
(G. N. Burrow)
/s/ J. G. Cooney
-------------------------- Director April 17, 2001
(J. G. Cooney)
-------------------------- Director
(J. G. Cullen)
/s/ M. J. Folkman
-------------------------- Director April 17, 2001
(M. J. Folkman)
/s/ A. D. Jordan
-------------------------- Director April 17, 2001
(A. D. Jordan)
/s/ A. G. Langbo
-------------------------- Director April 17, 2001
(A. G. Langbo)
/s/ J. T. Lenehan
-------------------------- Director April 17, 2001
(J. T. Lenehan)
/s/ J. S. Mayo
-------------------------- Director April 17, 2001
(J. S. Mayo)
II-2
Signature Title Date
/s/ L. F. Mullin
-------------------------- Director April 17, 2001
(L. F. Mullin)
/s/ H. B. Schacht
-------------------------- Director April 17, 2001
(H. B. Schacht)
/s/ M. F. Singer
-------------------------- Director April 17, 2001
(M. F. Singer)
-------------------------- Director
(J. W. Snow)
/s/ W. C. Weldon
-------------------------- Director April 17, 2001
(W. C. Weldon)
/s/ R. N. Wilson
-------------------------- Director April 17, 2001
(R. N. Wilson)
II-3
EXHIBIT INDEX
Exhibits
5.1 Opinion of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson, regarding the legality of the securities being
issued.
8.1 Opinion of Cravath, Swaine & Moore regarding certain tax matters.
8.2 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP regarding certain tax matters.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Joseph S. Orban, Esq., Associate General Counsel of
Johnson & Johnson (included in Exhibit 5.1).
23.4 Consent of Cravath, Swaine & Moore.
23.5 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
23.6 Consent of Morgan Stanley & Co. Incorporated.
99.1* Opinion of Morgan Stanley & Co. Incorporated (which is incorporated
herein by reference to Annex 3 to the proxy statement/prospectus
which is a part of the Registration Statement of Johnson & Johnson
on Form S-4 (Registration No. 333-56034)).
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* Incorporated by reference to the registrant's Registration Statement on Form
S-4, as amended (Registration No. 333-56034).