AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11,
2008
REGISTRATION
NO. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
NEW
JERSEY
(State
or other jurisdiction of
incorporation
or organization)
|
JOHNSON
& JOHNSON
(Exact
name of registrant as specified in its charter)
|
22-1024240
(I.R.S.
Employer
Identification
No.)
|
ONE
JOHNSON & JOHNSON PLAZA
NEW
BRUNSWICK, NEW JERSEY 08933
(732)
524-0400
(Address,
including zip code, and telephone number, including area
code, of
registrant’s principal executive offices)
JAMES
J. BERGIN, 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)
COPIES
TO:
CRAIG
F. ARCELLA, ESQ.
CRAVATH,
SWAINE & MOORE LLP
WORLDWIDE
PLAZA
825
EIGHTH AVENUE
NEW
YORK, NEW YORK 10019
(212)
474-1000
_____________________
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this
registration statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [
]
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act of 1933, check the following box.
[X]
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act of 1933, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,”
“accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange
Act of 1934.
Large
accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do
not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities
to Be Registered
|
Aggregate
Amount to Be Registered/ Proposed
Maximum
Offering Price per Unit/
Proposed
Maximum Aggregate Offering Price/
Amount
of Registration Fee(1)
|
|
Debt
Securities (2)
|
|
|
Warrants
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|
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Total
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________________
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(1)
|
Pursuant
to Form S-3 General Instruction II(D) information is not required to be
included. An indeterminate aggregate initial offering price or number of
debt securities and warrants of Johnson & Johnson is being registered
as may from time to time be issued at currently indeterminable prices.
Securities registered hereunder may be sold separately or together with
other securities registered hereunder. The proposed maximum initial
offering prices per unit will be determined, from time to time, by Johnson
& Johnson in connection with the issuance by Johnson & Johnson of
the securities registered under this registration statement. Prices, when
determined, may be in United States dollars or in one or more foreign
currencies, foreign currency units or composite currencies. If any debt
securities are issued at an original issue discount, then the amount
registered shall include the principal or liquidation amount of such
securities measured by the initial offering price thereof. In reliance on
Rule 456(b) and Rule 457(r) under the Securities Act of 1933, Johnson
& Johnson hereby defers payment of the registration fee required in
connection with this registration
statement.
|
|
(2)
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Including
debt securities as may from time to time be issued upon conversion into or
exchange for or exercise of other debt securities, or upon the exercise of
warrants, as the case may be.
|
PROSPECTUS
JOHNSON
& JOHNSON
DEBT
SECURITIES AND WARRANTS
Johnson & Johnson may from time to
time offer its debt securities and warrants to purchase debt securities. The
terms of the debt securities and of the warrants will be described in an
accompanying prospectus supplement, together with other terms and matters
related to the offering. You should read this prospectus and the accompanying
prospectus supplement carefully before you invest.
The debt securities and warrants may be
sold directly or through agents, underwriters or dealers.
The
address of our principal executive offices is One Johnson & Johnson Plaza,
New Brunswick, New Jersey 08933 and our telephone number at our principal
executive offices is (732) 524-0400.
_____________________
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
THE
DATE OF THIS PROSPECTUS IS MARCH 11, 2008
TABLE
OF CONTENTS
Page
|
ABOUT
THIS PROSPECTUS
|
1
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
2
|
|
JOHNSON
& JOHNSON
|
3
|
|
USE
OF PROCEEDS
|
3
|
| RATIO OF EARNINGS TO FIXED CHARGES |
3
|
|
DESCRIPTION
OF DEBT SECURITIES
|
4
|
|
DESCRIPTION
OF WARRANTS
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8
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PLAN
OF DISTRIBUTION
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10
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EXPERTS
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11
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LEGAL
OPINIONS
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11
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ABOUT
THIS PROSPECTUS
The information contained in this
prospectus is not complete and may be changed. You should rely only on the
information incorporated by reference or provided in this prospectus or any
prospectus supplement. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front cover of those documents.
This prospectus is part of a
registration statement that we filed with the SEC using a “shelf” registration
process. Under this shelf registration process, we may sell any combination of
the debt securities and warrants described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the debt
securities and warrants we may offer. Each time we issue debt securities or
warrants, we will provide a prospectus supplement that will contain specific
information about the terms of that specific offering. The prospectus supplement
may also add to, change or update other information contained in this
prospectus. You should read both this prospectus and the accompanying prospectus
supplement together with additional information described under “Where You Can
Find More Information”.
1
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s web site at www.sec.gov. You may
also read and copy any document we file at the SEC’s public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room.
The SEC allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, until we complete
our offering of the debt securities and warrants:
|
|
·
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Annual
report on Form 10-K for the fiscal year ended December 30, 2007;
and
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|
|
·
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Current
report on Form 8-K dated January 14,
2008.
|
You may request a copy of these filings
at no cost, by writing or telephoning us at the following address:
Corporate
Secretary’s Office
Johnson
& Johnson
One
Johnson & Johnson Plaza
New
Brunswick, NJ 08933
(732)
524-2455
2
JOHNSON
& JOHNSON
Johnson
& Johnson and its subsidiaries have approximately 119,200 employees
worldwide engaged in the research and development, manufacture and sale of a
broad range of products in the health care field. Johnson & Johnson has more
than 250 operating companies conducting business in 57 countries and selling
products in virtually all countries throughout the world. Johnson &
Johnson’s primary focus has been on products related to human health and
well-being. Johnson & Johnson was incorporated in the State of New Jersey in
1887.
The
Company’s structure is based on the principle of decentralized management. The
Executive Committee of Johnson & Johnson is the principal management group
responsible for the operations and allocation of the resources of the Company.
This Committee oversees and coordinates the activities of the consumer,
pharmaceutical and medical devices and diagnostics business segments. Each
subsidiary within the business segments is, with some exceptions, managed by
citizens of the country in which it is located.
Johnson
& Johnson’s worldwide business is divided into three segments: consumer,
pharmaceutical and medical devices and diagnostics. The consumer segment
includes a broad range of products used in baby care, skin and hair care, oral
care, wound care and women’s health care fields, as well as nutritional and
over-the-counter pharmaceutical products. These products are marketed
principally to the general public and distributed both to wholesalers and
directly to independent and chain retail outlets.
The
pharmaceutical segment includes products in the following therapeutic
areas: anti-infective, antipsychotic, cardiovascular, contraceptive,
dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain
management, urology and virology. These products are distributed directly to
retailers, wholesalers and health care professionals for prescription use by the
general public.
The
medical devices and diagnostics segment includes a broad range of products used
principally in the professional fields by physicians, nurses, therapists,
hospitals, diagnostic laboratories and clinics, including surgical equipment and
devices, wound management and infection prevention products, interventional and
diagnostic cardiology products, diagnostic equipment and supplies, joint
replacements and spinal care products and disposable contact
lenses. Distribution to these health care professional markets is
done both directly and through surgical supply and other dealers.
Johnson
& Johnson was organized in the State of New Jersey in 1887. The address of
its principal executive offices is One Johnson & Johnson Plaza, New
Brunswick, New Jersey 08933, and the telephone number at that address is (732)
524-0400.
All
references herein to “Johnson & Johnson”, “we”, “us”, or “the Company”
include Johnson & Johnson and its subsidiaries, unless the context otherwise
requires.
USE
OF PROCEEDS
Unless the prospectus supplement
indicates otherwise, the net proceeds to be received by Johnson & Johnson
from sales of the debt securities and warrants and the exercise of warrants will
be used for general corporate purposes, including working capital, capital
expenditures, stock repurchase programs, repayment and refinancing of borrowings
and acquisitions.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratios of earnings to fixed charges for the years
indicated:
|
Fiscal
Year Ended
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|||||||||
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December
30,
2007
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December
31,
2006
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January
1,
2006
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January
2,
2005
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December
28,
2003
|
|||||
|
Ratio
of Earnings to Fixed Charges(1)
|
25.96
|
53.42
|
53.44
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30.89
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24.68
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||||
_____________
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|
(1) The
ratio of earnings to fixed charges is computed by dividing the sum of
earnings before provision for taxes on income and fixed charges by fixed
charges. Fixed charges represent interest expense (before
interest is capitalized), amortization of debt discount and an appropriate
interest factor on operating
leases.
|
3
DESCRIPTION
OF DEBT SECURITIES
The debt securities are to be issued
under the Indenture dated as of September 15, 1987 between Johnson & Johnson
and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust
Company which succeeded Harris Trust and Savings Bank), Chicago, Illinois, as
trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as
of September 1, 1990. The indenture is filed as an exhibit to the registration
statement. Certain provisions of the indenture are referred to and summarized
below. You should read the complete indenture for provisions that may be
important to you.
General
An unlimited aggregate principal amount
of debt securities can be issued under the indenture (Section
2.01).
Debt securities will be offered to the
public on terms determined by market conditions at the time of sale. The debt
securities may be issued in one or more series with the same or various
maturities and may be sold at par or at an original issue discount. Debt
securities sold at an original issue discount may bear no interest or interest
at a rate which is below market rates. The debt securities will be our unsecured
obligations issued in fully registered form without coupons or in bearer form
with coupons (Recital and Sections 2.01 and 9.01).
Refer to the prospectus supplement for
the following terms to the extent they are applicable to the debt
securities:
(a) designation,
aggregate principal amount and denomination;
(b) date of
maturity;
(c) currency
or currencies for which debt securities may be purchased and currency or
currencies in which principal and interest may be payable;
(d) if the
currency for which debt securities may be purchased or in which principal and
interest may be payable is at the purchaser’s election, the manner in which an
election may be made;
(e) interest
rate;
(f) the
times at which interest will be payable;
(g) redemption
date and redemption price;
(h) federal income
tax consequences;
(i) whether
debt securities are to be issued in book-entry form and, if so, the identity of
the depository and information with respect to book-entry procedures;
and
(j) other
terms of the debt securities.
Certain
Covenants
We will generally covenant not to
create, assume or suffer to exist any lien on any Restricted Property (described
below) to secure any debt of Johnson & Johnson, any subsidiary or any other
person, or permit any subsidiary to do so, without securing the debt securities
of any series having the benefit of the covenant by the same lien equally and
ratably with the secured debt for so long as that debt shall be so secured. This
covenant is subject to certain exceptions specified in the indenture. Exceptions
include:
(a) existing
liens or liens on facilities of corporations at the time they become
subsidiaries;
(b) liens
existing on facilities when acquired, or incurred to finance the purchase price,
construction or improvement thereof;
4
(c) certain
liens in favor of or required by contracts with governmental
entities;
(d) liens
securing debt of a subsidiary owed to Johnson & Johnson or another
subsidiary;
(e) extensions,
renewals or replacements in whole or part of any lien referred to in clauses (a)
through (d); and
(f) liens
otherwise prohibited by this covenant, securing indebtedness that, together with
the aggregate amount of outstanding indebtedness secured by liens otherwise
prohibited by this covenant and the value of certain sale and leaseback
transactions, does not exceed 10% of our consolidated net tangible assets
(defined in the indenture as total assets less current liabilities and
intangible assets) (Section 4.04).
We will also generally covenant not to,
and not to permit any subsidiary to, enter into any sale and leaseback
transaction covering any Restricted Property unless:
(a) we would
be entitled under the provisions described above to incur debt equal to the
value of the sale and leaseback transaction, secured by liens on the facilities
to be leased, without equally and ratably securing the debt securities,
or
(b) we,
during the six months following the effective date of the sale and leaseback
transaction, apply an amount equal to the value of the sale and leaseback
transaction to the voluntary retirement of long-term indebtedness or to the
acquisition of Restricted Property (Section 4.04).
Because the covenants described above
cover only manufacturing facilities in the continental United States, our
manufacturing facilities in Puerto Rico (accounting for approximately 6% of our
manufacturing facilities worldwide) are excluded from the operation of the
covenants.
The indenture defines Restricted
Property as:
(a) any
manufacturing facility (or portion thereof) owned or leased by Johnson &
Johnson or any subsidiary and located within the continental United States that,
in the opinion of our Board of Directors, is of material importance to the
business of Johnson & Johnson and its subsidiaries taken as a whole, but no
such manufacturing facility (or portion thereof) shall be deemed of material
importance if its gross book value (before deducting accumulated depreciation)
is less than 2% of Johnson & Johnson’s consolidated net tangible assets,
or
(b) any
shares of capital stock or indebtedness of any subsidiary owning a manufacturing
facility described in (a) (Section 4.04).
There are currently no liens prohibited
by the covenants described above on, or any sale and leaseback transactions
prohibited by such covenants covering, any property that would qualify as
Restricted Property. As a result, we do not keep records identifying which of
our properties, if any, would qualify as Restricted Property. We will amend this
prospectus to disclose, or disclose in a prospectus supplement, the existence of
any lien on or any sale and leaseback transaction covering any Restricted
Property, that would require us to secure the debt securities or apply certain
amounts to retirement of indebtedness or acquisitions of property, as provided
in the covenants.
The indenture contains no other
restrictive covenants, including those that would afford holders of the debt
securities protection in the event of a highly leveraged transaction involving
Johnson & Johnson or any of its affiliates, or any covenants relating to
total indebtedness, interest coverage, stock repurchases, recapitalizations,
dividends and distributions to shareholders, current ratios or acquisitions and
divestitures.
Amendment
and Waiver
Other than amendments not adverse to
holders of the debt securities, amendments of the indenture or the debt
securities may be made with the consent of the holders of a majority in
principal amount of the debt securities affected (acting as one class). Waivers
of compliance with any provision of the indenture or the debt securities with
respect to any series of debt securities may be made only with the consent of
the holders of a majority in principal amount of the debt securities of that
series. The consent of all holders of affected debt securities will be required
to:
(a) make any
debt security payable in a currency not specified or described in the debt
security;
5
(b) change
the stated maturity of any debt security;
(c) reduce
the principal amount of any debt security;
(d) reduce
the rate or change the time of payment of interest on any debt
security;
(e) reduce
the amount of debt securities whose holders must consent to an amendment or
waiver; or
(f) impair
the right to institute suit for the payment of principal of any debt security or
interest on any debt security (Section 9.02).
The holders of a majority in aggregate
principal amount of debt securities affected may waive any past default under
the indenture and its consequences, except a default (1) in the payment of the
principal of or interest on any debt securities, or (2) in respect of a
provision that cannot be waived or amended without the consent of all holders of
debt securities affected (Sections 6.04 and 9.02).
Events
of Default
Events of Default with respect to any
series of debt securities under the indenture will include:
(a) default
in payment of any principal of that series;
(b) default
in the payment of any installment of interest on such series and continuance of
that default for a period of 30 days;
(c) default
in the performance of any other covenant in the indenture or in the debt
securities and continuance of the default for a period of 90 days after we
receive notice of the default from the Trustee or the holders of at least 25% in
principal amount of debt securities of the series; or
(d) certain
events of bankruptcy, insolvency or reorganization in respect of Johnson &
Johnson (Section 6.01).
The Trustee may withhold notice to the
holders of a series of debt securities of any default (except in the payment of
principal of or interest on the series of debt securities) if it considers
withholding of notice to be in the interest of holders of the debt securities
(Section 7.05). Not all Events of Default with respect to a particular series of
debt securities issued under the indenture necessarily constitute Events of
Default with respect to any other series of debt securities.
On the occurrence of an Event of
Default with respect to a series of debt securities, the Trustee or the holders
of at least 25% in principal amount of debt securities of that series then
outstanding may declare the principal (or, in the case of debt securities sold
at an original issue discount, the amount specified in the terms thereof) and
accrued interest thereon to be due and payable immediately (Section
6.02).
Within 120 days after the end of each
fiscal year, an officer of Johnson & Johnson must inform the Trustee whether
he or she knows of any default, describing any default and the status thereof
(Section 4.03). Subject to provisions relating to its duties in case of default,
the Trustee is under no obligation to exercise any of its rights or powers under
the indenture at the direction of any holders of debt securities unless the
Trustee shall have received a satisfactory indemnity (Section
7.01).
Defeasance
of the Indenture and Debt Securities
The indenture provides that Johnson
& Johnson at its option:
(a) will be
discharged from all obligations in respect of the debt securities of a series
(except for certain obligations to register the transfer or exchange of debt
securities, replace stolen, lost or destroyed debt securities, maintain paying
agencies and hold moneys for payment in trust), or
(b) need not
comply with certain restrictive covenants of the indenture (including those
described under “Certain Covenants”), in each case if we irrevocably deposit in
trust with the Trustee money or eligible government obligations that through the
payment of interest and principal in accordance with their terms will provide
money, in an amount sufficient to pay all the principal of (including any
mandatory redemption payments) and interest on the debt securities of such
series on the dates payments are due in accordance with the terms of such debt
securities; provided no default or event of default with respect to such debt
securities has occurred and is continuing on the date of such
deposit.
6
Eligible government obligations are
those backed by the full faith and credit of the government that issues the
currency or foreign currency unit in which the debt securities are denominated.
To exercise either option, we are required to deliver to the Trustee an opinion
of nationally recognized independent tax counsel to the effect that the deposit
and related defeasance would not cause the holders of the debt securities of the
series to recognize income, gain or loss for Federal income tax purposes. To
exercise the option described in clause (a) above, the opinion must be based on
a ruling of the Internal Revenue Service, a regulation of the Treasury
Department or a provision of the Internal Revenue Code (Section
8.01).
Global
Securities
The debt securities of a series may be
issued in the form of a global security that is deposited with and registered in
the name of the depositary (or a nominee of the depositary) specified in the
accompanying prospectus supplement. So long as the depositary for a global
security, or its nominee, is the registered owner of the global security, the
depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the debt securities represented by the global security for all
purposes under the indenture. Except as provided in the indenture, owners of
beneficial interests in debt securities represented by a global security will
not:
(a) be
entitled to have debt securities registered in their names;
(b) receive
or be entitled to receive physical delivery of certificates representing debt
securities in definitive form;
(c) be
considered the owners or holders of debt securities under the indenture;
or
(d) have any
rights under the indenture with respect to the global security (Sections 2.06A
and 2.13).
Unless and until it is exchanged in
whole or in part for individual certificates evidencing the debt securities that
it represents, a global security may not be transferred except as a whole by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or by the depositary or any
nominee to a successor depositary or any nominee of the successor. We, in our
sole discretion, may at any time determine that any series of debt securities
issued or issuable in the form of a global security shall no longer be
represented by a global security and the global security shall be exchanged for
securities in definitive form pursuant to the indenture (Section
2.06A).
Upon the issuance of a global security,
the depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the global security to the accounts of
participants. Ownership of interests in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary (with respect to interests of participants
in the depositary), or by participants in the depositary or persons that may
hold interests through such participants (with respect to persons other than
participants in the depositary). Ownership of beneficial interests in a global
security will be limited to participants or persons that hold interests through
participants.
7
DESCRIPTION
OF WARRANTS
Johnson & Johnson may issue
warrants for the purchase of debt securities. Warrants may be issued
independently or together with any debt securities offered by any prospectus
supplement and may be attached to or separate from those debt securities. The
warrants are to be issued under warrant agreements to be entered into between
Johnson & Johnson and a bank or trust company, as warrant agent (the
“Warrant Agent”), all as set forth in the prospectus supplement relating to the
particular issue of warrants. The Warrant Agent will act solely as an agent of
Johnson & Johnson in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Copies of the forms of
warrant agreements, including the forms of warrant certificates representing the
warrants, are filed as exhibits to the registration statement. Summaries of
certain provisions of the warrant agreements and warrant certificates follow.
You should read the complete provisions of the warrant agreements and the
warrant certificates.
General
If warrants are offered, the prospectus
supplement will describe the terms of the warrants, including the
following:
(a) the
offering price;
(b) the
currency for which warrants may be purchased;
(c) the
designation, aggregate principal amount, currency and terms of the debt
securities purchasable upon exercise of the warrants;
(d) the
designation and terms of the debt securities with which the warrants are issued
and the number of warrants issued with each such debt security;
(e) the
date after which the warrants and the related debt securities will be separately
transferable;
(f) the
principal amount of debt securities purchasable upon exercise of a warrant and
the price at and currency in which that principal amount of debt securities may
be purchased upon the exercise;
(g) the date
on which the right to exercise the warrants shall commence and the date on which
the right shall expire;
(h) federal
income tax consequences;
(i) whether
the warrants represented by the warrant certificates will be issued in
registered or bearer form; and
(j) any
other terms of the warrants.
Prior to the exercise of their
warrants, holders of warrants will not have any of the rights of holders of the
debt securities purchasable upon exercise, including the right to receive
payments of principal of or interest on the debt securities purchasable upon
such exercise or to enforce covenants in the indenture.
Warrant certificates may be exchanged
for new warrant certificates of different denominations, may (if in registered
form) be presented for registration of transfer, and may be exercised at the
corporate trust office of the Warrant Agent or any other office indicated in the
prospectus supplement.
Exercise
of Warrants
Each warrant will entitle the holder to
purchase the principal amount of debt securities at the exercise price as shall
in each case be described in the prospectus supplement relating to the warrants.
Warrants may be exercised at any time up to 5:00 P.M. New York time on the
expiration date set forth in the prospectus supplement relating to those
warrants. After the close of business on the expiration date (or such later date
to which such expiration date may be extended by Johnson & Johnson),
unexercised warrants will become void.
8
Warrants may be exercised by delivery
to the Warrant Agent of payment as provided in the prospectus supplement of the
amount required to purchase the debt securities purchasable upon exercise
together with certain information set forth on the reverse side of the warrant
certificate. Warrants will be deemed to have been exercised upon receipt of the
exercise price, subject to the receipt within five business days of the warrant
certificate evidencing exercised warrants. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, issue and deliver the debt
securities purchasable upon such exercise. If fewer than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining amount of warrants.
9
PLAN
OF DISTRIBUTION
We may sell the debt securities and
warrants:
(a) directly
to purchasers;
(b) through
agents;
(c) to
dealers, as principals; and
(d) through
underwriters.
Offers to purchase debt securities and
warrants may be solicited directly by Johnson & Johnson or by agents we
designate from time to time. Any agent, who may be deemed to be an underwriter,
as that term is defined in the Securities Act of 1933, involved in the offer or
sale of the debt securities and warrants will be named, and any commissions
payable by us to that agent will be set forth, in the prospectus supplement.
Agents will generally be acting on a best efforts basis.
If a dealer is utilized in the sale of
the debt securities and warrants, we will sell debt securities and warrants to
the dealer, as principal. The dealer may then resell debt securities and
warrants to the public at varying prices to be determined by the dealer at the
time of resale.
If an underwriter or underwriters are
utilized in the sale of the debt securities and warrants, we will enter into an
underwriting agreement with the underwriters at the time of sale to them. The
names of the underwriters and the terms of the transaction will be set forth in
the prospectus supplement, which will be used by the underwriters to make
resales of the debt securities and warrants.
Agents, dealers or underwriters may be
entitled under agreements that may be entered into with us to indemnification by
us against certain civil liabilities, including liabilities under the Securities
Act of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
Johnson & Johnson may authorize
underwriters or agents to solicit offers by certain institutions to purchase
debt securities and warrants from us at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for
amounts, payment and delivery as described in the prospectus supplement. Delayed
delivery contracts may be entered into with commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but shall in all cases be
subject to our approval. A commission described in the prospectus supplement
will be paid to underwriters and agents soliciting purchases of debt securities
and warrants pursuant to contracts accepted by us. Contracts will not be subject
to any conditions except that:
(a) the
purchase by an institution of the debt securities and warrants covered by its
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject;
and
(b) we
shall have sold and delivered to any underwriters named in the prospectus
supplement that portion of the issue of debt securities and warrants as is set
forth in the prospectus supplement. The underwriters and agents will not have
any responsibility in respect of the validity or the performance of the
contracts.
The place and time of delivery for the
debt securities and warrants will be set forth in the prospectus
supplement.
10
EXPERTS
The
financial statements, management’s assessment of the effectiveness of internal
control over financial reporting (which is included in Management’s Report on
Internal Control over Financial Reporting) and the financial statement schedule
incorporated in this prospectus by reference to the Johnson & Johnson Annual
Report on Form 10-K for the fiscal year ended December 30, 2007, have been
so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
LEGAL
OPINIONS
The legality of the debt securities and
warrants will be passed upon for Johnson & Johnson by James J. Bergin, an
Assistant General Counsel of Johnson & Johnson. James J. Bergin 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 Common Stock of Johnson &
Johnson.
11
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and
Distribution*
|
Registration
fee
|
*
|
|||
|
Fees
of Trustee
|
$ | 50,000 | ||
|
Printing
expenses
|
150,000 | |||
|
Accounting
fees
|
500,000 | |||
|
Rating
agency fees
|
5,000,000 | |||
|
Miscellaneous
|
100,000 | |||
| $ | 5,800,000 | * |
_____________________
|
*
|
Applicable
SEC registration fees have been deferred in accordance with Rules 456(b)
and 457(r) of the Securities Act of 1933 and are not estimable at this
time.
|
ITEM
15. 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.
Johnson & Johnson’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 Johnson & Johnson shall be
personally liable to Johnson & Johnson or its stockholders for damages for
breach of any duty owed to Johnson & Johnson or its
stockholders.
The by-laws of Johnson & Johnson
provide that to the full extent permitted by the laws of the State of New
Jersey, Johnson & Johnson 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 Johnson & Johnson 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 Johnson
& Johnson, or while serving as a director or officer of Johnson &
Johnson, is or was at the request of Johnson & Johnson 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 Johnson & Johnson 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 Johnson
& Johnson, 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 indemnification provisions 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.
II-1
Johnson & Johnson enters into
indemnification agreements with its directors and officers and enters into
insurance agreements on its own behalf. The indemnification agreements provide
that Johnson & Johnson 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 are adopted after the date
hereof. Without limiting the generality of the foregoing, Johnson & Johnson
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 Johnson & Johnson, or are or were serving, shall serve, or shall
have served, at the request of Johnson & Johnson, as a director or officer
of another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise.
ITEM
16. Exhibits
See the index to exhibits on page II-7,
which is incorporated herein by reference.
ITEM
17. Undertakings
(a) 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 of
1933;
(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)
that, 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 the 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 a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(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 (a)(1)(i), (a)(1)(ii) and (a)(l)(iii) do not apply if
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
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933,
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.
II-2
(3) To remove from
registration by means of a post-effective amendment any of the securities being
registered that remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each prospectus filed by
a Registrant pursuant to Rule 424(b)(3) shall be deemed part of the registration
statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(5) That, for the purpose of
determining liability of a Registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities:
Each undersigned Registrant undertakes
that in a primary offering of securities of such undersigned Registrant pursuant
to the registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, such undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of such undersigned Registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of such undersigned
Registrant or used or referred to by such undersigned Registrant;
(iii) The portion of any
other free writing prospectus relating to the offering containing material
information about such undersigned Registrant or its securities provided by or
on behalf of such undersigned Registrant; and
(iv) Any other communication
that is an offer in the offering made by such undersigned Registrant to the
purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new securities 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.
II-3
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a director,
officer or controlling person of 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 Registrant’s 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 of 1933 and will be governed by the final
adjudication of such issue.
(d) The undersigned
Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Act.
II-4
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 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, State of
New Jersey on this 10th day of March, 2008.
|
JOHNSON
& JOHNSON,
|
|
|
By
|
|
|
/s/
W. C. Weldon
|
|
|
Title: Chairman,
Board of Directors and Chief
|
|
|
Executive Officer
|
|
POWER
OF ATTORNEY
Each person whose signature appears
below hereby constitutes and appoints J. J. Bergin as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and 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 one or more
additional registration statements permitted by Rule 462(b) of the Securities
and Exchange Commission and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent 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 attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the
Securities Act of 1933, 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, Chief
|
March
10, 2008
|
|
W.
C. Weldon
|
Executive
Officer, and Director (Principal Executive Officer)
|
|
|
/s/
C. A. Poon
|
Vice
Chairman, Board of Directors,
|
March
7, 2008
|
|
C.
A. Poon
|
and
Director
|
|
|
/s/
D. J. Caruso
|
Chief
Financial Officer
|
March
4, 2008
|
|
D.
J. Caruso
|
(Principal
Financial Officer)
|
|
|
/s/
S. J. Cosgrove
|
Controller
|
March
7, 2008
|
|
S.
J. Cosgrove
|
(Principal
Accounting Officer)
|
|
|
/s/
M. S. Coleman
|
Director
|
March
4, 2008
|
|
M.
S. Coleman
|
||
II-5
|
/s/
J. G. Cullen
|
Director
|
March
5, 2008
|
|
J.
G. Cullen
|
||
|
/s/
M. M. E. Johns
|
Director
|
March
7, 2008
|
|
M.
M. E. Johns
|
||
|
/s/
A. G. Langbo
|
Director
|
March
3, 2008
|
|
A.
G. Langbo
|
||
|
/s/
S. L. Lindquist
|
Director
|
March
5, 2008
|
|
S.
L. Lindquist
|
||
|
/s/
L. F. Mullin
|
Director
|
March
3, 2008
|
|
L.
F. Mullin
|
||
|
/s/
W.D. Perez
|
Director
|
March
5,
2008
|
|
W.D.
Perez
|
||
|
/s/
C. Prince
|
Director
|
March
4, 2008
|
|
C.
Prince
|
||
|
/s/
S. S Reinemund
|
Director
|
March
6, 2008
|
|
S.
S Reinemund
|
||
|
/s/
D. Satcher
|
Director
|
March
4, 2008
|
|
D.
Satcher
|
||
II-6
EXHIBIT
INDEX
INDEX
TO EXHIBITS
NUMBER
|
1(a)
|
Form
of Underwriting Agreement - Standard Provisions (Debt) dated as of March
11, 2008 (including form of Delayed Delivery Contract).
|
|
1(b)
|
Form
of Selling Agency Agreement (with Medium-Term Note Administrative
Procedures annexed thereto) (Incorporated by reference to exhibit 1(b) to
the Registrant’s registration statement 33-55977).
|
|
4(a)
|
Indenture
dated as of September 15, 1987 between the Registrant and Harris Trust and
Savings Bank, as Trustee (Incorporated by reference to exhibit 4(a) to the
Registrant’s registration statement 33-55977).
|
|
4(b)
|
First
Supplemental Indenture dated as of September 1, 1990 between the
Registrant and Harris Trust and Savings Bank, as Trustee (Incorporated by
reference to exhibit 4(b) to the Registrant’s registration statement
33-55977).
|
|
4(c)
|
Form
of Interest Bearing Debt Security (Incorporated by reference to exhibit
4(c) to the Registrant’s registration statement
33-55977).
|
|
4(d)
|
Form
of Original Issue Discount Debt Security (Incorporated by reference to
exhibit 4(d) to the Registrant’s registration statement
33-55977).
|
|
4(e)
|
Form
of Warrant Agreement for Warrants sold alone, with form of Warrant
Certificate (Incorporated by reference to exhibit 4(e) to the Registrant’s
registration statement 33-55977).
|
|
4(f)
|
Form
of Warrant Agreement for Warrants sold attached to Debt Securities, with
form of Warrant Certificate (Incorporated by reference to exhibit 4(f) to
the Registrant’s registration statement 33-55977).
|
|
4(g)
|
Form
of Master Note (Incorporated by reference to exhibit 4(g) to the
Registrant’s registration statement 33-55977).
|
|
4(h)
|
Form
of Fixed Rate Note (Incorporated by reference to exhibit 4(h) to the
Registrant’s registration statement 33-55977).
|
|
4(i)
|
Form
of Floating Rate Note (Incorporated by reference to exhibit 4(i) to the
Registrant’s registration statement 33-55977).
|
|
4(j)
|
Form
of Currency Indexed Note (Incorporated by reference to exhibit 4(j) to the
Registrant’s registration statement 33-55977).
|
|
5
|
Opinion
and consent of counsel.
|
| 12 | Statement regarding computation of ratio of earnings to fixed charges. |
|
23(a)
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23(b)
|
Consent
of counsel (included in exhibit 5).
|
|
24
|
Powers
of Attorney (included in signature page).
|
|
25
|
Form
T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of The Bank of New York Trust Company,
N.A.
|
II-7