AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT AND POST-EFFECTIVE AMENDMENT NO. 1
UNDER
THE SECURITIES ACT OF 1933
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JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1024240
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
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MICHAEL H. ULLMANN, 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:
THOMAS R. BROME, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
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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, 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X] ____________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT(2) OFFERING PRICE(2) FEE
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Debt Securities and Warrants to Purchase Debt
Securities................................. $1,200,000,000(1) 100% $1,200,000,000 $97,080
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(1) Aggregate principal amount may be greater in order to compensate for
original issue discount. Debt Securities and Warrants may be denominated in
U.S. Dollars or the equivalent in foreign currency units.
(2) Estimated solely for the purpose of determining the registration fee.
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Pursuant to Rule 429 under the Securities Act, the prospectus included in
this registration statement is a combined prospectus and relates to this
registration statement and Registration No. 33-55977, pursuant to which debt
securities and warrants with an aggregate principal amount of $785,000,000
remain eligible for sale. This registration statement also constitutes
Post-Effective Amendment No. 1 to registration statement 33-55977.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
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JOHNSON & JOHNSON
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DEBT SECURITIES AND WARRANTS
Johnson & Johnson may from time to time offer its debt securities and
warrants to purchase debt securities for proceeds up to $1,985,000,000. The
terms of the debt securities and of the warrants are described in the
accompanying prospectus supplement, together with other terms and matters
related to the offering. You should read this prospectus and the prospectus
supplement carefully before you invest.
The debt securities and warrants may be sold directly or through agents,
underwriters or dealers.
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.
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THE DATE OF THIS PROSPECTUS IS , 2003
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 up to a total amount of $1,985,000,000.
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".
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference certain statements
which may be deemed to be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements do
not relate strictly to historical or current facts and anticipate results based
on management's plans that are subject to uncertainty. Forward-looking
statements may be identified by the use of words like "plans," "expects,"
"will," "anticipates," "estimates" and other words of similar meaning in
conjunction with, among other things, discussions of future operations,
financial performance, our strategy for growth, product development, regulatory
approvals, market position and expenditures.
Forward-looking statements are based on current expectations of future
events. We cannot guarantee that any forward-looking statement will be accurate,
although we believe that we have been reasonable in our expectations and
assumptions. Investors should realize that if underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from our expectation and projections. Investors are therefore
cautioned not to place undue reliance on any forward-looking statements.
Furthermore, we assume no obligation to update any forward-looking statements as
a result of new information or future events or developments.
Some important factors that could cause our actual results to differ from
our expectations in any forward-looking statements are as follows:
Economic factors, including inflation and fluctuation in interest rates and
foreign currency exchange rates and the potential effect of such fluctuations on
revenues, expenses and resulting margins;
Competitive factors, including technological advances achieved and patents
attained by competitors as well as new products introduced by competitors,
including the fact that there is new competition in the U.S. for PROCRIT, the
top-selling product in our portfolio;
Challenges to our patents by competitors, which could potentially affect
our ability to sell the products in question and require the payment of past
damages and future royalties, and by generic pharmaceutical firms, which can
result in the introduction of generic versions of products and the ensuing loss
of market share;
Financial distress and bankruptcies experienced by significant customers
and suppliers that could impair their ability, as the case may be, to purchase
our products, pay for products previously purchased or meet their obligations to
us under supply arrangements;
The impact on political and economic conditions due to terrorist attacks in
the U.S. and other parts of the world or U.S. military action overseas, as well
as instability in the financial markets which could result from such terrorism
or military actions;
Interruptions of computer and communications systems, including computer
viruses, that could impair our ability to conduct business and communicate
internally and with our customers;
Domestic and foreign health care changes resulting in pricing pressures,
including the continued consolidation among heath care providers, trends toward
managed care and health care cost containment and government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally;
Government laws and regulations, affecting domestic and foreign operations,
including those relating to trade, monetary and fiscal policies, taxes, price
controls, regulatory approval of new products, licensing and patent rights;
Competition in research, involving the development and the improvement of
new and existing products and processes, is particularly significant and results
from time to time in product and process obsolescence. The development of new
and improved products is important to our success in all areas of our business;
Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete clinical
trials, obtain regulatory approvals in the United States and abroad, gain and
maintain market approval of products and the possibility of encountering
infringement claims by competitors with respect to patent or other intellectual
property rights which can preclude or delay commercialization of a product;
Significant litigation adverse to us including product liability claims,
patent infringement claims, and antitrust claims;
Product efficacy or safety concerns resulting in product recalls,
regulatory action on the part of the FDA (or foreign counterparts) or declining
sales;
The impact of business combinations, including acquisitions and
divestitures, both internally for us and externally in the pharmaceutical and
health care industries; and
Issuance of new or revised accounting standards by the American Institute
of Certified Public Accountants, the Financial Accounting Standards Board or the
Securities and Exchange Commission.
The foregoing list sets forth many, but not all, of the factors that could
impact upon our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties. We have identified the
factors on this list as permitted by the Private Securities Litigation Reform
Act of 1995.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special 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 450 Fifth Street, N.W.,
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:
- Annual report on Form 10-K for the year ended December 29, 2002, as
amended by Form 10-K/A filed June 26, 2003;
- Quarterly report on Form 10-Q for the quarter ended March 30, 2003, as
amended by Form 10-Q/A filed May 15, 2003;
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- Quarterly report on Form 10-Q for the quarter ended June 29, 2003;
- Quarterly report on Form 10-Q for quarter ended September 28, 2003; and
- Current reports on Form 8-K dated January 30, 2003, March 12, 2003, April
15, 2003, April 29, 2003, July 18, 2003 and October 14, 2003.
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
JOHNSON & JOHNSON
Johnson & Johnson, with approximately 112,000 employees, is one of the
world's largest manufacturers of health care products, as well as a provider of
related services, for the consumer, pharmaceutical and medical devices and
diagnostics markets. Johnson & Johnson has more than 200 operating companies in
54 countries around the world, selling products in more than 175 countries.
Johnson & Johnson's worldwide business is divided into three segments:
consumer, pharmaceutical and medical devices and diagnostics. The consumer
segment's principal products are personal care and hygienic products, including
nonprescription drugs, adult skin and hair care products, baby care products,
oral care products, first aid products and sanitary protection 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's principal worldwide franchises are in the
antifungal, anti-infective, cardiovascular, dermatology, gastrointestinal,
hematology, immunology, neurology, oncology, pain management, psychotropic,
urology and women's health fields. These products are distributed both directly
and through wholesalers for use by health care professionals and the general
public.
The medical devices and diagnostics segment includes a broad range of
products used by or under the direction of health care professionals, including,
suture and mechanical wound closure products, surgical equipment and devices,
wound management and infection prevention products, interventional and
diagnostic cardiology products, diagnostic equipment and supplies, joint
replacements and disposable contact lenses. These products are used principally
in the professional fields by physicians, nurses, therapists, hospitals,
diagnostic laboratories and clinics. Distribution to these 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.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Johnson & Johnson represents its
historical ratio and is calculated on a total enterprise basis. The ratio is
computed by dividing the sum of earnings before provision for taxes and fixed
charges (excluding capitalized interest) by fixed charges. Fixed charges
represent interest (including capitalized interest) and amortization of debt
discount and expense and the interest factor of all rentals, consisting of an
appropriate interest factor on operating leases.
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FISCAL YEAR END
NINE MONTH FISCAL PERIOD --------------------------------------------------------------------
ENDED SEPTEMBER 28, DECEMBER 29, DECEMBER 30, DECEMBER 31, JANUARY 2, JANUARY 3,
2003 2002 2001 2000 2000 1999
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Ratio of Earnings to
Fixed Charges...... 26.72 26.75 23.95 18.41 14.76 13.46
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.
DESCRIPTION OF DEBT SECURITIES
The debt securities are to be issued under the Indenture dated as of
September 15,1987 between Johnson & Johnson and BNY Midwest Trust Company
(formerly known as Harris Trust and Savings Bank), Chicago, Illinois, as
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). As of the date of this prospectus,
$1,800,000,000 aggregate principal amount of debt securities have been issued
and remain outstanding under the indenture. Debt securities may be issued under
this prospectus from time to time with proceeds, together with proceeds of the
warrants, of up to $1,985,000,000 or the equivalent in foreign currency or
foreign currency units.
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
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(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;
(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
which, 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 the 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 5% 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 which, in the opinion of the 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
bookvalue (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 which 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, which would require us
to
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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;
(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, or (2) in
respect of a provision which 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 on 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).
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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 to 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 which 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.
Eligible government obligations are those backed by the full faith and
credit of the government which 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 which 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 which 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).
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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.
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, 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.
8
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.
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 is
named, and any commissions payable by us to that agent are 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 are 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 which 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 are set
forth in the prospectus supplement.
EXPERTS
The consolidated financial statements and financial statement schedule of
Johnson & Johnson and its subsidiaries as of December 29, 2002 and December 30,
2001 and for each of the three fiscal years in the period ended December 29,
2002 incorporated in this prospectus by reference to the Johnson & Johnson
Annual Report on Form 10-K for the fiscal year ended December 29, 2002 have been
so incorporated in
10
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
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 J.R. Hilton, an Associate General Counsel of Johnson &
Johnson, and for any underwriters, by Cravath, Swaine & Moore LLP, Worldwide
Plaza, 825 Eighth Avenue, New York, New York 10019. J.R. Hilton 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. Cravath, Swaine & Moore
LLP has performed and may in the future perform legal services for us.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
Registration fee............................................ $ 97,080
Fees of Trustee............................................. 5,000
Printing and engraving...................................... 10,000
Legal fees.................................................. 50,000
Accounting fees............................................. 30,000
Rating agency fees.......................................... 100,000
Miscellaneous............................................... 55,000
--------
$347,080
========
---------------
* All amount other than the registration fee are estimated and are subject to
future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. JOHNSON & JOHNSON
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
II-1
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.
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 is 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) which, 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;
(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) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
II-2
(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.
(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 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 Exchange
Act of 1934) that is incorporated by reference in the 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.
(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 Securities and Exchange
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-3
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 11th day
of December, 2003.
JOHNSON & JOHNSON
By /s/ W.C. WELDON
------------------------------------
Name: 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. R. Hilton 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 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
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, 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 December 11, 2003
-------------------------------------- and Chief Executive Officer and
W. C. Weldon Director (Principal Executive
Officer)
/s/ R.J. DARRETTA Executive Vice President; Chief December 11, 2003
-------------------------------------- Financial Officer and Director
R. J. Darretta (Principal Financial Officer)
/s/ S. J. COSGROVE Controller December 11, 2003
-------------------------------------- (Principal Accounting Officer)
S. J. Cosgrove
/s/ G. N. BURROW Director December 11, 2003
--------------------------------------
G. N. Burrow
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M. S. COLEMAN Director December 11, 2003
--------------------------------------
M. S. Coleman
/s/ J. G. CULLEN Director December 11, 2003
--------------------------------------
J. G. Cullen
/s/ M. J. FOLKMAN Director December 11, 2003
--------------------------------------
M. J. Folkman
/s/ A. D. JORDAN Director December 11, 2003
--------------------------------------
A. D. Jordan
/s/ A. G. LANGBO Director December 11, 2003
--------------------------------------
A. G. Langbo
/s/ J. T. LENEHAN Vice Chairman, Board of December 11, 2003
-------------------------------------- Directors, President and
J. T. Lenehan Director
/s/ L. F. MULLIN Director December 11, 2003
--------------------------------------
L. F. Mullin
/s/ S. S REINEMUND Director December 11, 2003
--------------------------------------
S. S Reinemund
/s/ D. SATCHER Director December 11, 2003
--------------------------------------
D. Satcher
/s/ H. B. SCHACHT Director December 11, 2003
--------------------------------------
H. B. Schacht
II-5
EXHIBIT INDEX
INDEX TO EXHIBITS
NUMBER
------
1(a) -- Form of Underwriting Agreement (including standard
provisions and form of Delayed Delivery Contract
(Incorporated by reference to exhibit 1(a) to Registrant's
registration statement 33-55977).
1(b) -- Form of Selling Agency Agreement (with Medium-Term Note
Administrative Procedures annexed thereto) (Incorporated by
reference to exhibit 1(b) to 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 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
Registrant's registration statement 33-55977).
4(c) -- Form of Interest Bearing Debt Security (Incorporated by
reference to exhibit 4(c) to Registrant's registration
statement 33-55977).
4(d) -- Form of Original Issue Discount Debt Security (Incorporated
by reference to exhibit 4(d) to 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 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 Registrant's registration
statement 33-55977).
4(g) -- Form of Master Note (Incorporated by reference to exhibit
4(g) to Registrant's registration statement 33-55977).
4(h) -- Form of Fixed Rate Note (Incorporated by reference to
exhibit 4(h) to Registrant's registration statement
33-55977).
4(i) -- Form of Floating Rate Note (Incorporated by reference to
exhibit 4(i) to Registrant's registration statement
33-55977).
4(j) -- Form of Currency Indexed Note (Incorporated by reference to
exhibit 4(j) to Registrant's registration statement
33-55977).
5 -- Opinion and consent of counsel.
12 -- Statement re computation of ratios.
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 BNY Midwest Trust
Company.