Exhibit 3(a)(iii)
CERTIFICATE OF AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION OF
JOHNSON & JOHNSON
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:7-15.1(3), 14A:9-2(2) and
14A:9-4(2) of the New Jersey Business Corporation Act, Johnson & Johnson, a
corporation organized under the laws of the State of New Jersey (the
"Corporation"), executes the following Certificate of Amendment to its Restated
Certificate of Incorporation:
1. The name of the corporation is Johnson & Johnson.
2. The following amendment to the Restated Certificate of Incorporation
of the Corporation (the "Amendment") was approved and duly adopted by the Board
of Directors of the Corporation effective on the 25th day of April, 1996 to be
effective as provided therein.
"The authorized Common Stock of the Company shall be increased from
1,080,000,000 to 2,160,000,000 and, in connection therewith, the Restated
Certificate of Incorporation of the Company, first sentence of Article Fourth,
is hereby amended, effective at the close of business on May 21, 1996, to read
as follows:
The aggregate number of shares of all classes of stock which
the Corporation has authority to issue is Two Billion One
Hundred Sixty Two Million (2,162,000,000), divided into Two
Million (2,000,000) shares of Preferred Stock without par
value and Two Billion One Hundred Sixty Million
(2,160,000,000) shares of Common Stock of the par value of
One Dollar ($1.00) each."
3. The Amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of Common Stock of the Corporation and will
not result in the percentage of authorized shares of Common Stock that remains
unissued after the share division exceeding the percentage of authorized shares
of Common Stock that were unissued before the share division.
4. On the effective date of the Amendment, (i) each share of Common
Stock of the Corporation which was issued and outstanding or held in Treasury
shall be divided into two fully-paid and non-assessable shares of Common Stock,
par value of $1.00 per share, and (ii) each share of Common Stock allocated to
the Corporation's reserves for issuance under its stock compensation and stock
option plans or otherwise shall be divided into two shares of Common Stock, par
value $1.00 per share.
5. The Amendment and the division of shares of Common Stock of the
Corporation shall become effective at the close of business on the 21st day of
May, 1996.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and by its Secretary, and its Corporate Seal to be
hereto affixed on the first day of May, 1996.
JOHNSON & JOHNSON
By: /s/ Ralph S. Larsen
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Ralph S. Larsen
President
By: /s/ Peter S. Galloway
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Peter S. Galloway
Secretary
[Seal]