As filed with the Securities and Exchange Commission on
November 8, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Johnson &
Johnson
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-1024240
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of Principal Executive (Zip Code)
Offices)
Johnson & Johnson Executive Bonus Plan
(Full Title of the Plan)
Douglas K. Chia
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Name and Address of Agent For Service)
(732) 524-0400
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Each Class be Maximum Maximum Registration
of Registered Offering Price Aggregate Fee (3)
Securities (1) Per Share (2) Offering
of Price
to be
Registered
Common 10,000,000 $60.67 $606,650,000 $71,402.71
Stock of shares
the par
value of
One Dollar
($1.00)
each
(1) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
pursuant to terms of the Executive Bonus Plan providing
for an increase in the amount of shares of Common Stock
to be issued thereunder (without the receipt of
consideration) to prevent dilution resulting from stock
dividends, stock splits, recapitalizations or any other
similar transaction effected by the Registrant.
(2) Estimated in accordance with Rule 457(c) and Rule
457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of
calculating the registration fee. The offering price
per share is based on the average of the high ($61.33)
and the low ($60.00) prices per share on November 4,
2005 based on composite trading data published in The
Wall Street Journal.
(3) Amount of the Registration Fee was calculated pursuant
to Section 6(b) of the Securities Act, and was
determined by multiplying the proposed maximum aggregate
offering price by 0.0001177.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in
documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of
the Securities Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
The written statement required by Item 2 is included in
documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
January 2, 2005.
(b) Quarterly Report on Form 10-Q for the quarterly period
ended April 3, 2005
(c) Quarterly Report on Form 10-Q for the quarterly period
ended July 3, 2005.
(d) Quarterly Report on Form 10-Q for the quarterly period
ended October 2, 2005.
(e) The description of the Common Stock of the Registrant
set forth in the Registrant's Registration Statement on Form
S-3 filed on August 7, 2001, as amended (Registration No. 333-
67020).
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 ("the Exchange Act"), prior
to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of the filing
of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes hereof to the
extent that a statement contained in this Registration
Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA")
provides that a New Jersey corporation has the power to
indemnify a director or officer against his or her expenses
and liabilities in connection with any proceeding involving
the director or officer by reason of his or her being or
having been a director or officer, other than a proceeding by
or in the right of the corporation, if such a director or
officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the corporation; and with respect to any
criminal proceeding, such director or officer had no
reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall
not exclude any other rights, including the right to be
indemnified against liabilities and expenses incurred in
proceedings by or in the right of the corporation, to which a
director or officer may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or
otherwise; provided, that no indemnification shall be made to
or on behalf of a director or officer if a judgment or other
final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in
breach of his or her duty of loyalty to the corporation or
its shareholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
The Registrant's Restated Certificate of Incorporation
provides that, to the full extent that the laws of the State
of New Jersey permit the limitation or elimination of the
liability of directors or officers, no director or officer of
the Registrant shall be personally liable to the Registrant
or its stockholders for damages for breach of any duty owed
to the Registrant or its stockholders.
The By-laws of the Registrant provide that to the full
extent permitted by the laws of the State of New Jersey, the
Registrant shall indemnify any person (an "Indemnitee") who
was or is involved in any manner (including, without
limitation, as a party or witness) in any threatened, pending
or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative,
arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right
of the Registrant to procure a judgment in its favor) (a
"Proceeding"), or who is threatened with being so involved,
by reason of the fact that he or she is or was a director or
officer of the Registrant or, while serving as a director or
officer of the Registrant, is or was at the request of the
Registrant also serving as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, any
employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes
and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection with such
Proceeding, provided that, there shall be no indemnification
under the By-laws with respect to any settlement or other
nonadjudicated disposition of any threatened or pending
Proceeding unless the Registrant has given its prior consent
to such settlement or disposition. The right of
indemnification created by the By-laws shall be a contract
right enforceable by an Indemnitee against the Registrant,
and it shall not be exclusive of any other rights to which an
Indemnitee may otherwise be entitled. The indemnification
provisions of the By-laws shall inure to the benefit of the
heirs and legal representatives of an Indemnitee and shall be
applicable to Proceedings commenced or continuing after the
adoption of the By-laws, whether arising from acts or
omissions occurring before or after such adoption. No
amendment, alteration, change, addition or repeal of or to
the By-laws shall deprive an Indemnitee of any rights under
the By-laws with respect to any act or omission of such
Indemnitee occurring prior to such amendment, alteration,
change, addition or repeal.
The foregoing summary is subject to the full provisions
of the NJBCA and the Registrant's Restated Certificate of
Incorporation and By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. 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;
(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 volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in 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, Form S-8 or Form F-3, and 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 Exchange
Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in New Brunswick, New Jersey on this 8th day of
November, 2005.
JOHNSON & JOHNSON
By: /s/ Douglas K. Chia
Douglas K. Chia
Assistant Secretary
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Michael H. Ullmann and Douglas K. Chia, and each of them,
his/her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him/her
and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or
his/her substitute or substitutes, may all fully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been duly signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ W. C. Weldon Chairman, Board of November 3, 2005
W. C. Weldon Directors; Chief
Executive Officer;
Director
(Principal Executive
Officer)
/s/ R. J. Darretta Vice Chairman, Board November 1,2005
R. J. Darretta of Directors; Chief
Financial Officer;
Director (Principal
Financial Officer)
/s/ S. J. Cosgrove Controller (Principal November 3, 2005
S. J. Cosgrove Accounting Officer)
/s/ M. S. Coleman Director November 1, 2005
M. S. Coleman
/s/ J. G. Cullen Director November 1, 2005
J. G. Cullen
/s/ M. M. E. Johns Director November 3, 2005
M. M. E. Johns
/s/ A. D. Jordan Director November 3, 2005
A. D. Jordan
/s/ A. G. Langbo Director November 3, 2005
A. G. Langbo
/s/ S. L. Lindquist Director November 1, 2005
S. L. Lindquist
/s/ L. F. Mullin Director November 1, 2005
L. F. Mullin
/s/ C. A. Poon Vice Chairman, Board November 2, 2005
C. A. Poon of Directors; Director
/s/ S. S Reinemund Director November 3, 2005
S. S Reinemund
/s/ D. Satcher Director November 1, 2005
D. Satcher
INDEX TO EXHIBITS
Number Description
4 Johnson & Johnson Executive Bonus Plan.
23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature
pages of this Registration Statement).