Registration Statement
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13,
2006
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
of 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.
STEVEN
M. ROSENBERG, ESQ.
JOHNSON &
JOHNSON
ONE
JOHNSON & JOHNSON PLAZA
NEW
BRUNSWICK, NEW JERSEY 08933
TELEPHONE:
(732) 524-0400
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
COPIES
TO:
RONALD
CAMI, 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, 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
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, 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, check
the following box. [ ]
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 |
|
| Total |
|
(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, along with related
guarantees. 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 the equivalent thereof 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, Johnson & Johnson hereby defers
payment of the registration fee required in connection with this registration
statement. Pursuant to Rule 457(p), the filing fee of $97,080 paid in
connection with Johnson & Johnson’s filing of Registration Statement
No. 333-111082 on December 11, 2003 will be applied to offset any
filing fees in connection with this registration statement.
(2)
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
[LOGO]
JOHNSON &
JOHNSON
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 $10,000,000,000. 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.
_____________________
THE
DATE OF THIS PROSPECTUS IS NOVEMBER 13, 2006
|
TABLE
OF CONTENTS
|
|
| |
Page
|
| ABOUT THIS PROSPECTUS |
1
|
| FORWARD-LOOKING STATEMENTS |
1
|
| WHERE YOU CAN FIND MORE INFORMATION |
3
|
| JOHNSON & JOHNSON |
3
|
| USE OF PROCEEDS |
4
|
| DESCRIPTION OF DEBT SECURITIES |
4
|
| DESCRIPTION OF WARRANTS |
10
|
| PLAN OF DISTRIBUTION |
12
|
| EXPERTS |
13
|
| LEGAL OPINIONS |
13
|
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 up to a total amount of $10,000,000,000.
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
The
Company may from time to time make certain forward-looking statements in
publicly-released materials, both written and oral. 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, the Company’s strategy for growth, product development,
regulatory approvals, market position and expenditures.
Forward-looking
statements are based on current expectations of future events. The Company
cannot guarantee that any forward-looking statement will be accurate, although
the Company believes that it has been reasonable in its expectations and
assumptions. Investors should realize that if underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from the Company’s expectations and projections. Investors are
therefore cautioned not to place undue reliance on any forward-looking
statements. Furthermore, the Company assumes 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 the Company’s actual results to differ from
the Company’s expectations in any forward-looking statements are as
follows:
Economic
factors, including inflation and fluctuations in interest rates and 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;
Challenges
to the Company’s patents by competitors or allegations that the Company’s
products infringe the patents of third parties, which could potentially affect
the Company’s competitive position and ability to sell the products in question
and require the payment of past damages and future royalties. In particular,
generic drug firms have filed Abbreviated New Drug Applications seeking to
market generic forms of most of the Company’s key pharmaceutical products, prior
to expiration of the applicable patents covering those products. In the event
that the Company is not successful in defending the resulting lawsuits, generic
versions of the product at issue will be introduced, resulting in very
substantial market share and revenue losses.
In
addition, if the statutory 30-month stay of FDA approval expires while
the
lawsuit is on-going, generic versions of the product may be introduced
and, in
this event, would result in very substantial market share and revenue
losses;
Financial
distress and bankruptcies experienced by significant customers and suppliers
that could impair their ability, as the case may be, to purchase the Company’s
products, pay for products previously purchased or meet their obligations
to the
Company 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 communication systems, including computer viruses, that could
impair the Company’s ability to conduct business and communicate internally and
with its customers;
Health
care changes in the U.S. and other countries resulting in pricing pressures,
including the continued consolidation among health care providers, trends
toward
managed care and health care cost containment, the shift towards governments
becoming the primary payers of health care expenses and government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally;
Government
laws and regulations, affecting U.S. and foreign operations, including those
relating to securities laws compliance, trade, monetary and fiscal policies,
taxes, price controls, regulatory approval of new products, licensing and
patent
rights, and including, in particular, proposed amendments to the Hatch-Waxman
Act, implementation of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 and possible drug reimportation
legislation;
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 the Company’s success in all areas of its
business;
Challenges
and 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 the Company including product liability claims, patent
infringement claims and antitrust claims;
The
health care industry has come under increased scrutiny by government agencies
and state attorneys general and resulting investigations and prosecutions
carry
the risk of significant civil and criminal penalties, including debarment
from
government business;
Product
efficacy or safety concerns, whether or not based on scientific evidence,
resulting in product withdrawals, 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 the Company and externally in the pharmaceutical, medical
device
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, the Securities
and
Exchange Commission and the Public Company Accounting Oversight
Board.
The
foregoing list sets forth many, but not all, of the factors that could
impact
upon the Company’s 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. The Company has 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 January 1, 2006;
-
Quarterly report on Form 10-Q for the quarter ended April 2,
2006;
-
Quarterly report on Form 10-Q for the quarter ended July 2, 2006, as
amended by Form 10-Q/A filed August 8, 2006;
-
Quarterly report on Form 10-Q for quarter ended October 2, 2006;
and
-
Current
reports on Form 8-K dated January 11, 2006, January 13,
2006, January 25, 2006, February 13, 2006 (two reports),
February 17, 2006, March 8, 2006, April 17,
2006, May 9, 2006, June 26, 2006, July 11, 2006,
July 17, 2006, October 6, 2006 and October 31,
2006.
The
current report on Form 8-K dated October 31, 2006 replaces the Company’s
previously reported consolidated financial statements for the fiscal years
2003,
2004 and 2005, the notes thereto, as well as the related Management's Discussion
and Analysis of Results of Operations and Financial Condition, Summary of
Operations and Statistical Data 1995 - 2005 and Statement of Computation of
Ratio of Earnings to Fixed Charges.
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 and its subsidiaries have approximately 115,600 employees worldwide
engaged in the manufacture and sale of a broad range of products in the health
care field. Johnson & Johnson has more than 230 operating
companies conducting business in virtually all countries of 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’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.
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 $10,000,000,000 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
(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 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
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 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).
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).
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.
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.
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
financial statements and 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,
incorporated in this Prospectus by reference to the Johnson & Johnson
Current Report on Form 8-K dated October 31, 2006 and the financial
statement schedule incorporated in this Prospectus by reference to the Annual
Report on Form 10-K of Johnson & Johnson for the year ended
January 1, 2006 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.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
|
Registration
fee
|
*
|
|
Fees
of Trustee
|
$
10,000
|
|
Printing
expenses
|
25,000
|
|
Accounting
fees
|
200,000
|
|
Rating
agency fees
|
2,500,000
|
|
Miscellaneous
|
65,000
|
| |
$2,800,000
|
*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. 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 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; 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) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
(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.
(4)
That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(a)
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
(b)
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 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 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
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.
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 9th day of November,
2006.
|
JOHNSON &
JOHNSON,
|
|
By
|
| |
/s/
W. C. WELDON
|
| |
|
| |
|
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints J. Bergin
and S. M. Rosenberg, 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
W.
C. Weldon
|
Chairman,
Board of Directors, Chief Executive Officer, and Director (Principal
Executive Officer)
|
November
6, 2006
|
/s/ R.
J. DARETTA
R.
J. Darretta
|
Vice
Chairman, Board of Directors, Chief Financial Officer, and Director
(Principal Financial Officer)
|
November
9, 2006
|
|
/s/ C. A.
POON
C.
A. Poon
|
Vice
Chairman, Board of Directors, and Director
|
November
9, 2006
|
|
/s/ S. J.
COSGROVE
S.
J. Cosgrove
|
Controller
|
November
7, 2006
|
|
/s/ M.
S. COLEMAN
M.
S. Coleman
|
Director
|
November
9, 2006
|
|
/s/ J. G.
CULLEN
J.G.
Cullen
|
Director
|
November
9, 2006
|
|
/s/ M. M. E.
JOHNS
M.
M. E. Johns
|
Director
|
November
9, 2006
|
|
/s/ A. D.
JORDAN
A.
D. Jordan
|
Director
|
November
9, 2006
|
|
/s/ A. G.
LANGBO
A.
G. Langbo
|
Director
|
November
7, 2006
|
|
/s/ S. L.
LINDQUIST
S.
L. Lindquist
|
Director
|
November
7, 2006
|
|
/s/ L. F.
MULLIN
L.
F. Mullin
|
Director
|
November
7, 2006
|
|
/s/ C.
PRINCE
C.
Prince
|
Director
|
November
9, 2006
|
|
___________________________________________________
S.
S. Reinemund
|
Director
|
|
|
___________________/s/
D. SATCHER__________________
D.
Satcher
|
Director
|
November
9 2006
|
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 (Incorporated by reference to Registrant’s
Current Report on Form 8-K dated October 31, 2006).
|
|
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.
|
Exhibit
5
[Johnson &
Johnson Letterhead]
November
13, 2006
Johnson &
Johnson
One
Johnson & Johnson Plaza
New
Brunswick, NJ 08933
Ladies
and Gentlemen:
I
am
Assistant General Counsel of Johnson & Johnson, a New Jersey
corporation (the “Company”), and I am a member of the Bar of the State of New
York, and I am licensed in New Jersey to provide legal advice to Johnson &
Johnson pursuant to a Limited License granted in accordance with Rule 1:27-2
of
the Supreme Court of the State of New Jersey. The following opinion is limited
to the federal laws of the United States and the laws of the State of New York
and the State of New Jersey, and I am expressing no opinion as to the effect
of
any laws of any other jurisdiction. I
am
familiar with the Registration Statement on Form S-3 (the “Registration
Statement”) being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
proposed registration of up to $10,000,000,000 aggregate principal amount of
debt securities and warrants to purchase debt securities of the Company. The
terms used herein have the meaning assigned to them in the Registration
Statement.
I
have
reviewed the Company’s Restated Certificate of Incorporation and By-laws and
such other corporate records and documents of the Company, including, without
limitation, the Indenture and documents and certificates of public officials
and
others as I have deemed necessary as a basis for the opinion hereinafter
expressed. Based on the foregoing and having regard for such legal
considerations as I deem relevant, I am of the following opinion.
The
Company is a corporation organized and existing under the laws of the State
of
New Jersey.
The
Company has full power and authority under the laws of the State of
New Jersey and under its Restated Certificate of Incorporation (a) to
incur the obligations of the Debt Securities and the Warrants in accordance
with
and subject to the respective terms of the Indenture and Warrant Agreements
pursuant to which such securities will be issued and (b) to execute and
deliver the Indenture and Warrant Agreements.
When
the
Debt Securities and the Warrants have been duly authorized and executed by
the
Company and authenticated as provided in the Indenture and Warrant Agreements
and when duly paid for and delivered in accordance with the procedures described
in the Registration Statement and in a Prospectus Supplement relating to the
sale of such securities, the Debt Securities and the Warrants will be binding
obligations of the Company in accordance with and subject to the terms thereof
and of the Indenture and Warrant Agreements (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors’ rights generally from time to time in effect and to
general principles of equity, including, without limitation, good faith and
fair
dealing regardless of whether in a proceeding in equity or at law).
I
hereby
consent to the use of my name under the caption “Legal Matters” in the
Registration Statement and to the use of this opinion as an Exhibit to the
Registration Statement.
Very
truly yours,
| /s/
J. J. Bergin |
|
Title:
Associate General Counsel
|
Exhibit
23(a)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement on
Form
S-3 of our report dated February 28, 2006 except for Note 10, for which the
date
is October 30, 2006, relating to the financial statements, management’s
assessment of the effectiveness of internal control over financial reporting
and
the effectiveness of internal control over financial reporting, which appears
in
the Johnson and Johnson Current Report on Form 8-K dated October 31, 2006.
We
also consent to the incorporation by reference of our report dated February
28,
2006 relating to the financial statement schedule, which appears in the Johnson
and Johnson Annual Report on Form 10K for the year ended January 1, 2006. We
also consent to the reference to us under the heading “Experts” in such
Registration Statement.
/s/
PricewaterhouseCoopers LLP
New
York, New
York
November
10,
2006
Exhibit
25.1
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
T-1
STATEMENT
OF ELIGIBILITY
UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK
IF
AN APPLICATION TO DETERMINE ELIGIBILITY
OF
A
TRUSTEE PURSUANT TO SECTION
305(b)(2) | x
|
___________________________
THE
BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact
name of trustee as specified in its charter)
|
Delaware
(State
of incorporation
if
not a U.S. national bank)
|
95-3571558
(I.R.S.
employer
identification
no.)
|
|
700
South Flower Street, Suite 500
Los
Angeles, California
(Address
of principal executive offices)
|
90017
(Zip
code)
|
Mildred
Quinones-Holmes
Legal
Department
The
Bank of New York Trust Company, N.A.
One
Wall Street,
29th
Floor
New
York, NY 10286
(212)
635-1889
(Name,
address and telephone number of agent for service)
___________________________
JOHNSON
& JOHNSON
(Exact
name of obligor as specified in its charter)
|
New
Jersey
(State
or other jurisdiction of
incorporation
or organization)
|
22-1024240
(I.R.S.
employer
identification
no.)
|
|
One
Johnson & Johnson Plaza
New
Brunswick, New Jersey
(Address
of principal executive offices)
|
08933
(Zip
code)
|
______________________
Debt
Securities
(Title
of
the indenture securities)
___________________________
|
1.
|
General
information. Furnish the following information as to the
trustee:
|
| |
(a)
|
Name
and address of each examining or supervising authority to which it
is
subject.
|
| |
|
|
Name
|
Address
|
|
Comptroller
of the Currency -
United
States Department of the Treasury
|
Washington,
D.C. 20219
|
|
Federal
Reserve Bank
|
San
Francisco, California 94105
|
|
Federal
Deposit Insurance Corporation
|
Washington,
D.C. 20429
|
| |
(b)
|
Whether
it is authorized to exercise corporate trust
powers.
|
Yes.
|
2.
|
Affiliations
with Obligor.
|
If
the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the
Trust
Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| |
1.
|
A
copy of the articles of association of The Bank of New York Trust
Company,
N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No.
333-121948 which is incorporated by
reference).
|
| |
2.
|
A
copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948
which is incorporated by
reference).
|
| |
3.
|
A
copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement
No.
333-121948 which is incorporated by
reference).
|
| |
4.
|
A
copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
filed
with Registration Statement No. 333-121948 which is incorporated
by
reference).
|
| |
6.
|
The
consent of the trustee required by Section 321(b) of the Act. (Exhibit
6
to Form T-1 filed with Registration Statement No. 333-121948 which
is
incorporated by reference).
|
| |
7.
|
A
copy of the latest report of condition of the Trustee published pursuant
to law or to the requirements of its supervising or examining
authority.
|
SIGNATURE
Pursuant
to the requirements of the Act, the trustee, The Bank of New York Trust Company,
N.A., a banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility to be signed
on
its behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 9th day of November, 2006.
THE BANK OF NEW YORK TRUST COMPANY,
N.A.
By:
/s/
Roxane Ellwanger____________________________
Roxane
Ellwanger
Assistant
Vice
President
EXHIBIT
7
Consolidated
Report of Condition of
THE
BANK
OF NEW YORK TRUST COMPANY, N.A.
of
700
South Flower Street, Suite 200, Los Angeles, CA 90017
At
the
close of business June 30, 2006, published in accordance with Federal regulatory
authority instructions.
| |
Dollar
|
| |
Amounts
|
| |
in
|
| ASSETS |
Thousands
|
| |
|
| Cash and balances due from |
|
| depository
institutions: |
|
| Noninterest-bearing
balances |
|
|
and
currency and coin |
3,885
|
| Interest-bearing
balances |
0
|
| Securities: |
|
| Held-to-maturity
securities |
63
|
| Available-for-sale
securities |
64,252
|
| Federal funds sold and securities |
|
| purchased
under
agreements to resell: |
|
| Federal
funds
sold |
49,300
|
| Securities
purchased under agreements to resell |
115,000
|
| Loans and lease financing receivables: |
|
| Loans
and
leases held for sale |
0
|
| Loans
and
leases, |
|
|
net
of
unearned income |
0
|
| LESS:
Allowance
for loan and |
|
|
lease
losses |
0
|
| Loans
and
leases, net of unearned |
|
|
income
and allowance |
0
|
| Trading assets |
0
|
| Premises and fixed assets (including |
|
|
capitalized leases) |
3,897
|
| Other real estate owned |
0
|
| Investments in unconsolidated |
|
| subsidiaries
and associated |
|
| companies |
0
|
| Not applicable |
|
| Intangible assets: |
|
| Goodwill |
267,487
|
| Other
Intangible Assets |
15,747
|
| Other assets |
39,669
|
| Total assets |
$559,300
|
| LIABILITIES |
|
| |
|
| Deposits: |
|
| In
domestic
offices |
2,420
|
| Noninterest-bearing
|
2,420
|
| Interest-bearing |
0
|
| Not applicable |
|
| Federal funds purchased and securities |
|
| sold
under
agreements to repurchase: |
|
| Federal
funds
purchased |
0
|
| Securities
sold
under agreements to repurchase |
0
|
| Trading liabilities |
0
|
| Other borrowed money: |
|
| (includes
mortgage indebtedness |
|
| and
obligations
under capitalized |
|
| leases) |
58,000
|
| Not applicable |
|
| Not applicable |
|
| Subordinated notes and debentures |
0
|
| Other liabilities |
79,825
|
| Total
liabilities |
140,245
|
| Minority interest in consolidated subsidiaries |
0
|
| |
|
| EQUITY CAPITAL |
|
| |
|
| Perpetual preferred stock and related surplus |
0
|
| Common stock |
1,000
|
| Surplus (exclude all surplus related to preferred
stock) |
321,520
|
| Retained earnings |
96,770
|
| Accumulated other comprehensive |
|
| income |
-235
|
| Other equity capital components |
0
|
| Total equity
capital |
419,055
|
| Total liabilities,
minority interest, and equity capital (sum of items 21, 22, and 28) |
559,300
|
I,
William J. Winkelmann, Vice President of the above-named bank do hereby declare
that the Reports of Condition and Income (including the supporting schedules)
for this report date have been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and are true to the
best
of my knowledge and belief.
William
J. Winkelmann ) Vice
President
We,
the
undersigned directors (trustees), attest to the correctness of the Report of
Condition (including the supporting schedules) for this report date and declare
that it has been examined by us and to the best of our knowledge and belief
has
been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
Michael
K. Klugman,
President
)
Michael
F. McFadden,
MD
)
Directors
(Trustees)
Frank
P.
Sulzberger, Vice President
)
3