UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): November
14, 2005
JOHNSON & JOHNSON
(Exact
Name of Registrant as Specified in Its Charter)
NEW
JERSEY
(State
or
Other Jurisdiction of
Incorporation)
001-03215
22-1024240
(Commission
File Number) (IRS
Employer Identification No.)
One
Johnson & Johnson Plaza
New
Brunswick, New
Jersey
08933
(Address
of Principal
Executive Offices) (Zip
Code)
(732)
524-0400
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
November 14, 2005, Johnson & Johnson, Guidant Corporation
(“Guidant”) and Shelby Merger Sub, Inc. (“Merger Sub”), a wholly owned
subsidiary of Johnson & Johnson, entered into an Amended and Restated
Agreement and Plan of Merger (the “Amended Merger Agreement”), amending and
restating the Agreement and Plan of Merger, dated December 15, 2004 (the
“Original Merger Agreement”), whereby Merger Sub will merge with and into
Guidant (the “Merger”). In connection with the Amended Merger Agreement, on
November 14, 2005, Johnson & Johnson and Guidant entered into a
Settlement Agreement (the “Settlement Agreement”).
Amended Merger Agreement
Pursuant
to the Amended Merger Agreement, at the effective time of the Merger, each
share
of Guidant common stock (other than shares owned by Guidant,
Johnson & Johnson and Merger Sub) will be converted into the right
to receive a combination of (i) $33.25 in cash and (ii) 0.493 shares of
Johnson & Johnson common stock.
The
Amended Merger Agreement generally provides, among other things, that any
effects on Guidant’s business relating to or arising from Guidant’s previously
announced product recalls or any related pending or future litigation,
regulatory investigations or other developments will no longer provide a
basis
for not proceeding with the Merger.
While
the
European Commission approved the Merger on August 25, 2005, and the Federal
Trade Commission conditionally approved the Merger on November 2, 2005,
consummation of the transaction remains subject to the approval of Guidant
shareholders.
The
Amended Merger Agreement contains certain termination rights for both Johnson
& Johnson and Guidant, and further provides that, upon termination of the
Amended Merger Agreement under certain circumstances, (i) Guidant may be
obligated to pay Johnson & Johnson a termination fee of $625 million and
(ii) Johnson & Johnson may be obligated to pay Guidant a termination fee of
$300 million.
A
copy of
the Amended Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference. The foregoing description of the Amended
Merger Agreement is qualified in its entirety by reference to the full text
of
the Amended Merger Agreement.
Settlement
Agreement
The
Settlement Agreement provides that Johnson & Johnson and Guidant permanently
settle and resolve any and all claims, disputes, issues or matters that exist
between them relating to the matters contemplated by the Original Merger
Agreement, or raised by the litigation filed by Guidant in connection with
the
Original Merger Agreement, and agree to dismiss such litigation with prejudice.
A
copy of
the Settlement Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference. The foregoing description of the Settlement Agreement
is
qualified in its entirety by reference to the full text of the Settlement
Agreement.
Item
9.01 Financial
Statements and Exhibits
(d)
|
Exhibit
No.
|
Description
|
|
2.1
|
Amended
and Restated Agreement and Plan of Merger, dated as of November 14,
2005,
among Johnson & Johnson, Shelby Merger Sub, Inc. and Guidant
Corporation
|
|
10.1
|
Settlement
Agreement, dated as of November 14, 2005, by and between
Johnson & Johnson and Guidant
Corporation
|
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
JOHNSON & JOHNSON
|
|
|
Dated:
November 18, 2005
|
By:
/s/ John A.
Papa
|
|
Name:
John A. Papa
|
|
|
Title: Treasurer
|
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
2.1
|
Amended
and Restated Agreement and Plan of Merger, dated as of November
14, 2005,
among Johnson & Johnson, Shelby Merger Sub, Inc. and Guidant
Corporation
|
|
10.1
|
Settlement
Agreement, dated as of November 14, 2005, by and between
Johnson & Johnson and Guidant
Corporation
|
4