SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOPSYS MEDICAL, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
090651 10 0
(CUSIP Number)
Michael Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(908) 524-0400
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 21, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
CUSIP NO. 090651 10 0 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
Johnson & Johnson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-01024240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
NUMBER OF 1,970,511
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,970,511
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,970,511
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON *
HC; CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
The shares of common stock of Biopsys Medical, Inc. (the "Issuer")
covered by this report are purchasable by Johnson & Johnson ("J&J")
upon exercise of an option (the "Option") granted to J&J pursuant to
the Stock Option Agreement dated as of May 21, 1997 between Issuer and
J&J (the "Stock Option Agreement"), and described in Item 4 of this
report. Prior to the exercise of the Option, J&J is not entitled to
any rights as a shareholder of the Issuer as to the shares covered by
the Option. The number of shares of common stock of the Issuer
purchasable by J&J under the Option, which is initially set to equal
1,970,511 shares, will be adjusted if necessary so that the number of
shares purchasable by J&J upon exercise of the Option at the time of
its exercise is equal to 19.9% of the total outstanding shares of
common stock of the Issuer immediately prior to the time of such
exercise. The Option may only be exercised upon the happening of
certain events, none of which has occurred as of the date hereof.
Prior to such exercise, J&J expressly disclaims beneficial ownership
of the shares of common stock of the Issuer which are purchasable by
J&J upon exercise of the Option.
The number of shares indicated represents approximately 19.9% of the
total outstanding shares of common stock of the Issuer as of the date
hereof, excluding shares issuable upon exercise of the Option.
Adjusted to reflect the issuance by the Issuer of 1,970,511 shares of
common stock of the Issuer upon exercise of the Option as described
herein.
Page 3 of 9 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per
share (the "Common Stock," an individual share of which is a "Share"), of
Biopsys Medical, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 3 Morgan, Irvine, California
92618.
Item 2. Identity and Background
This Schedule 13D is filed by Johnson & Johnson ("J&J"), a New Jersey
corporation that is engaged in the manufacture and sale of a broad range of
products in the health care field in many countries of the world. The
principal executive offices of J&J are located at One Johnson & Johnson
Plaza, New Brunswick, New Jersey 08933. The telephone number is (908)
524-0400.
During the last five years, to the best of J&J's knowledge, neither
J&J nor any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
The name, citizenship, business address and present principal
occupation (including the name and address of the corporation or
organization in which such employment is conducted) of each executive
officer and director is set forth in Schedule A to this Schedule 13D and is
specifically incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
This Statement relates to an option granted to J&J by the Issuer to
purchase shares of Common Stock from the Issuer as described in Item 4
below (the "Option"). The Option entitles J&J to purchase 1,970,511 Shares
(the "Option Shares") under the circumstances specified in the Stock Option
Agreement dated as of May 21, 1997, between J&J and the Issuer (the "Stock
Option Agreement") and as described in Item 4 below, for a purchase price
of $27.55 per Share (the "Purchase Price"). The number of Option Shares
will be adjusted if necessary so that the number of shares purchasable by
J&J upon exercise of the Option at the time of its exercise is equal to
19.9% of the total outstanding Shares immediately prior to the time of such
exercise. Reference is hereby made to the Stock Option Agreement, which is
included as Exhibit 10.1 to this Schedule 13D, for the full text of its
terms, including the conditions upon which it may be exercised. The Stock
Option Agreement is incorporated herein by reference in its entirety.
The Option was granted by the Issuer as an inducement to J&J to enter
into the Agreement and Plan of Merger dated as of May 21, 1997, among J&J,
Palisades Merger Corp., a Delaware corporation and a wholly owned
subsidiary of J&J ("Sub"), and the Issuer (the "Merger Agreement").
Pursuant to the Merger Agreement and subject to the terms and conditions
set forth therein (including approval by the stockholders of the Issuer and
various regulatory agencies), Sub will merge with and into the Issuer (the
"Merger") with the Issuer continuing as the surviving corporation (the
"Surviving Corporation"), and each issued and outstanding Share, generally
other than those Shares owned by the Issuer or J&J or Sub, will be
converted into the right to receive the number of shares of common stock,
par value $1.00 per share, of J&J ("J&J Common Stock") equal to the amount
obtained by dividing $27.55 by the average closing price of J&J Common
Stock over a 20 trading day period. Reference is hereby made to the Merger
Agreement, which is included as Exhibit 2.1 to this Schedule 13D, for the
full text of its terms. If the Merger is consummated pursuant to the Merger
Agreement, the Option will not be exercisable and will expire in accordance
with its terms. No monetary consideration was paid by J&J to the Issuer for
the Option.
Page 4 of 9 Pages
If J&J elects to exercise the Option, it currently anticipates that
the funds to pay the Purchase Price will be generated by a combination of
available working capital and/or the sale, in whole or in part, of Option
Shares following such exercise.
Item 4. Purpose of Transaction
As stated above, the Option was granted to J&J in connection with the
execution of the Merger Agreement. If the Merger is consummated pursuant to
the Merger Agreement, the Option will not be exercisable and will expire in
accordance with its terms. The Option shall become exercisable upon the
occurrence of certain events set forth in Section 2 of the Stock Option
Agreement, none of which has occurred at the time of this filing.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, directors of Sub will become the directors of the
Surviving Corporation until their respective successors have been duly
elected and qualified or until their earlier resignation or removal, and
the officers of Issuer will become the officers of the Surviving
Corporation until their respective successors have been duly appointed and
qualified or until their earlier resignation or removal.
J&J has the right to cause the Issuer to prepare and file up to three
registration statements under the Securities Act of 1933, as amended, in
order to permit the sale by J&J of any Option Shares purchased under the
Option.
In the event the Merger is consummated, the Common Stock will be
delisted from the Nasdaq National Market and will be converted into shares
of J&J Common Stock, which at the effective time of the Merger will be
listed on the New York Stock Exchange.
The descriptions herein of the Merger Agreement and the Stock Option
Agreement are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 2.1 and 10.1, respectively, to this
Schedule 13D and which are incorporated herein by reference in their
entirety.
Other than as described above, J&J has no plans or proposals which
relate to, or may result in, any of the matters listed in items 4(a)-(j) of
Schedule 13D (although J&J reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer
As a result of the issuance of the Option, J&J may be deemed to be the
beneficial owner of 1,970,511 Shares, which would represent approximately
16.6% of the Shares outstanding after exercise of the Option (based on the
number of Shares outstanding on May 21, 1997, as set forth in the Merger
Agreement). J&J would have sole voting and dispositive power with respect
to such Shares if the Option were exercised.
The Option Shares described herein are subject to the Option, which is
not currently exercisable. Nothing herein shall be deemed to be an
admission by J&J as to the beneficial ownership of any Option Shares, and,
prior to exercise of the Option, J&J expressly disclaims beneficial
ownership of all Option Shares.
Except as described herein, neither J&J nor, to the best of J&J's
knowledge, any other person referred to in Schedule A attached hereto,
beneficially owns or has acquired or disposed of any Shares during the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
J&J has entered into a Stockholder Agreement dated as of May 21, 1997
with certain affiliated stockholders (the "Stockholders") of Issuer (the
"Stockholder Agreement") pursuant to which the Stockholders have agreed to
vote (or cause to be voted) their Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms thereof and
each of the other transactions contemplated
Page 5 of 9 Pages
thereby. Each Stockholder has also granted to J&J and two of J&J's
officers, in their capacities as officers of J&J, an irrevocable proxy to
vote such Stockholder's Shares in favor of adoption of the Merger
Agreement. As of May 21, 1997, the Stockholders held approximately
3,277,114 Shares. Reference is hereby made to the Stockholder Agreement,
which is included as Exhibit 10.2 to this Schedule 13D, for the full text
of its terms. The Stockholder Agreement is incorporated herein by reference
in its entirety.
J&J does not hold general voting discretion with respect to the Shares
held by the Stockholders subject to the Stockholder Agreement. Nothing
herein shall be deemed an admission by J&J as to the beneficial ownership
of any Shares, and, J&J expressly disclaims beneficial ownership of all
Shares held by the Stockholders subject to the Stockholder Agreement.
Except for the Merger Agreement, the Stock Option Agreement and the
Stockholder Agreement, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the Issuer,
including, but not limited to, transfers or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit Description
2.1 Agreement and Plan of Merger dated as of May
21, 1997, among Johnson & Johnson, Palisades
Merger Corp. and Biopsys Medical, Inc.
10.1 Stock Option Agreement dated as of May 21,
1997, between Biopsys Medical, Inc., as
Issuer, and Johnson & Johnson, as Grantee.
10.2 Stockholder Agreement dated as of May 21,
1997, among Johnson & Johnson and certain
affiliated stockholders of Biopsys Medical,
Inc.
Page 6 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and accurate.
JOHNSON & JOHNSON
June 2, 1997
By: /s/ Peter S. Galloway
--------------------------
Name: Peter S. Galloway
Title: Secretary
Page 7 of 9 Pages
SCHEDULE A
Names of Directors and
Officers Principal Occupation Residence or Business
(Citizenship) or Employment Address of Organization
1. Dr. Gerard N. Burrow(*) Dean of the Yale Yale New Haven School of
(United States) University School of Medicine
Medicine since 1992 333 Cedar Street
New Haven, CT 06510
2. Joan Ganz Cooney(*) Chairman, Children's Children's Television
(United States) Television Workshop Workshop
One Lincoln Plaza
New York, NY 10023
3. James Cullen(*) Vice Chairman of the Bell Atlantic Corporation
(United States) Board, Bell Atlantic 1310 North Court House Road
Corporation Arlington, VA 22201
4. Robert J. Darretta Vice President, Johnson & Johnson
(United States) Finance, and Member, One Johnson & Johnson Plaza
Executive Committee New Brunswick, NJ 08933
of Johnson & Johnson
5. Russell C. Deyo Vice President, Johnson & Johnson
(United States) Administration, and One Johnson & Johnson Plaza
Member, Executive New Brunswick, NJ 08933
Committee of Johnson
& Johnson
6. Roger S. Fine Vice President, Johnson & Johnson
(United States) General Counsel, and One Johnson & Johnson Plaza
Member, Executive New Brunswick, NJ 08933
Committee of Johnson
& Johnson
7. Ronald G. Gelbman Member, Executive Johnson & Johnson
(United States) Committee of Johnson One Johnson & Johnson Plaza
& Johnson New Brunswick, NJ 08933
8. Philip M. Hawley(*) Former Chairman and Philip M. Hawley
(United States) Chief Executive Suite 2280
Officer of Carter 444 South Flower Street
Hawley Hale Stores, Los Angeles, CA 90071-2900
Inc.
9. JoAnn H. Heisen Vice President, Johnson & Johnson
(United States) Chief Information One Johnson & Johnson Plaza
Officer, and Member, New Brunswick, NJ 08933
Executive Committee
of Johnson & Johnson
10. Ann Dibble Jordan(*) Director of various Johnson & Johnson
(United States) other corporations One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Member, Executive Johnson & Johnson
11. Christian A. Koffmann Committee of Johnson One Johnson & Johnson Plaza
(France) & Johnson New Brunswick, NJ 08933
--------
(*) Indicates director of Johnson & Johnson
Page 8 of 9 Pages
Names of Directors and
Officers Principal Occupation Residence or Business
(Citizenship) or Employment Address of Organization
12. Arnold G. Langbo(*) Chairman of the 111 Capital Avenue, S.W.
(Canada) Board and Chief Battle Creek, MI 49015
Executive of the
Kellogg Company
13. Ralph S. Larsen(*) Chairman, Board of Johnson & Johnson
(United States) Directors, Chief One Johnson & Johnson Plaza
Executive Officer, New Brunswick, NJ 08933
and Chairman,
Executive Committee
of Johnson & Johnson
14. James T. Lenehan Member, Executive Johnson & Johnson
(United States) Committee of Johnson One Johnson & Johnson Plaza
& Johnson New Brunswick, NJ 08933
15. Dr. John S. Mayo(*) President, Emeritus, AT&T Bell Laboratories, Inc.
(United States) AT&T Bell 600 Mountain Avenue
Laboratories, Inc. Murray Hill, NJ 07974
16. Thomas S. Murphy(*) Former Chairman of Capital Cities/ABC, Inc.
(United States) the Board and Chief 77 West 66th Street
Executive Officer of New York, NY 10023-6298
Capital Cities/ABC,
Inc.
17. Paul J. Rizzo(*) Retired Vice IBM Corporation
(United States) Chairman of Old Orchard Road
International Armonk, NY 10504
Business Machines
Corporation
18. Maxine F. President of the Carnegie Institution of
Singer, Ph.D.(*) Carnegie Institution Washington
(United States) of Washington 1530 P Street, N.W.
Washington, D.C. 20005-1910
19. Roger B. Smith(*) Retired Chairman of Johnson & Johnson
(United States) General Motors One Johnson & Johnson Plaza
Corporation, Member New Brunswick, NJ 08933
of the Business
Council and Trustee
of the Alfred P.
Sloan Foundation
20. Robert N. Wilson(*) Vice Chairman, Board Johnson & Johnson
(United States) of Directors, and One Johnson & Johnson Plaza
Vice Chairman, New Brunswick, NJ 08933
Executive Committee
of Johnson & Johnson
---------
(*) Indicates director of Johnson & Johnson
Page 9 of 9 Pages
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOPSYS MEDICAL, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
090651 10 0
(CUSIP Number)
Michael Ullmann, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(908) 524-0400
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 21, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
CUSIP NO. 090651 10 0 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
Johnson & Johnson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-01024240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
NUMBER OF 1,970,511
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,970,511
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,970,511
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON *
HC; CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
covered by this report are purchasable by Johnson & Johnson ("J&J")
upon exercise of an option (the "Option") granted to J&J pursuant to
the Stock Option Agreement dated as of May 21, 1997 between Issuer and
J&J (the "Stock Option Agreement"), and described in Item 4 of this
report. Prior to the exercise of the Option, J&J is not entitled to
any rights as a shareholder of the Issuer as to the shares covered by
the Option. The number of shares of common stock of the Issuer
purchasable by J&J under the Option, which is initially set to equal
1,970,511 shares, will be adjusted if necessary so that the number of
shares purchasable by J&J upon exercise of the Option at the time of
its exercise is equal to 19.9% of the total outstanding shares of
common stock of the Issuer immediately prior to the time of such
exercise. The Option may only be exercised upon the happening of
certain events, none of which has occurred as of the date hereof.
Prior to such exercise, J&J expressly disclaims beneficial ownership
of the shares of common stock of the Issuer which are purchasable by
J&J upon exercise of the Option.
The number of shares indicated represents approximately 19.9% of the
total outstanding shares of common stock of the Issuer as of the date
hereof, excluding shares issuable upon exercise of the Option.
common stock of the Issuer upon exercise of the Option as described
herein.
Page 3 of 9 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per
share (the "Common Stock," an individual share of which is a "Share"), of
Biopsys Medical, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 3 Morgan, Irvine, California
92618.
Item 2. Identity and Background
This Schedule 13D is filed by Johnson & Johnson ("J&J"), a New Jersey
corporation that is engaged in the manufacture and sale of a broad range of
products in the health care field in many countries of the world. The
principal executive offices of J&J are located at One Johnson & Johnson
Plaza, New Brunswick, New Jersey 08933. The telephone number is (908)
524-0400.
During the last five years, to the best of J&J's knowledge, neither
J&J nor any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
The name, citizenship, business address and present principal
occupation (including the name and address of the corporation or
organization in which such employment is conducted) of each executive
officer and director is set forth in Schedule A to this Schedule 13D and is
specifically incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
This Statement relates to an option granted to J&J by the Issuer to
purchase shares of Common Stock from the Issuer as described in Item 4
below (the "Option"). The Option entitles J&J to purchase 1,970,511 Shares
(the "Option Shares") under the circumstances specified in the Stock Option
Agreement dated as of May 21, 1997, between J&J and the Issuer (the "Stock
Option Agreement") and as described in Item 4 below, for a purchase price
of $27.55 per Share (the "Purchase Price"). The number of Option Shares
will be adjusted if necessary so that the number of shares purchasable by
J&J upon exercise of the Option at the time of its exercise is equal to
19.9% of the total outstanding Shares immediately prior to the time of such
exercise. Reference is hereby made to the Stock Option Agreement, which is
included as Exhibit 10.1 to this Schedule 13D, for the full text of its
terms, including the conditions upon which it may be exercised. The Stock
Option Agreement is incorporated herein by reference in its entirety.
The Option was granted by the Issuer as an inducement to J&J to enter
into the Agreement and Plan of Merger dated as of May 21, 1997, among J&J,
Palisades Merger Corp., a Delaware corporation and a wholly owned
subsidiary of J&J ("Sub"), and the Issuer (the "Merger Agreement").
Pursuant to the Merger Agreement and subject to the terms and conditions
set forth therein (including approval by the stockholders of the Issuer and
various regulatory agencies), Sub will merge with and into the Issuer (the
"Merger") with the Issuer continuing as the surviving corporation (the
"Surviving Corporation"), and each issued and outstanding Share, generally
other than those Shares owned by the Issuer or J&J or Sub, will be
converted into the right to receive the number of shares of common stock,
par value $1.00 per share, of J&J ("J&J Common Stock") equal to the amount
obtained by dividing $27.55 by the average closing price of J&J Common
Stock over a 20 trading day period. Reference is hereby made to the Merger
Agreement, which is included as Exhibit 2.1 to this Schedule 13D, for the
full text of its terms. If the Merger is consummated pursuant to the Merger
Agreement, the Option will not be exercisable and will expire in accordance
with its terms. No monetary consideration was paid by J&J to the Issuer for
the Option.
Page 4 of 9 Pages
If J&J elects to exercise the Option, it currently anticipates that
the funds to pay the Purchase Price will be generated by a combination of
available working capital and/or the sale, in whole or in part, of Option
Shares following such exercise.
Item 4. Purpose of Transaction
As stated above, the Option was granted to J&J in connection with the
execution of the Merger Agreement. If the Merger is consummated pursuant to
the Merger Agreement, the Option will not be exercisable and will expire in
accordance with its terms. The Option shall become exercisable upon the
occurrence of certain events set forth in Section 2 of the Stock Option
Agreement, none of which has occurred at the time of this filing.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, directors of Sub will become the directors of the
Surviving Corporation until their respective successors have been duly
elected and qualified or until their earlier resignation or removal, and
the officers of Issuer will become the officers of the Surviving
Corporation until their respective successors have been duly appointed and
qualified or until their earlier resignation or removal.
J&J has the right to cause the Issuer to prepare and file up to three
registration statements under the Securities Act of 1933, as amended, in
order to permit the sale by J&J of any Option Shares purchased under the
Option.
In the event the Merger is consummated, the Common Stock will be
delisted from the Nasdaq National Market and will be converted into shares
of J&J Common Stock, which at the effective time of the Merger will be
listed on the New York Stock Exchange.
The descriptions herein of the Merger Agreement and the Stock Option
Agreement are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 2.1 and 10.1, respectively, to this
Schedule 13D and which are incorporated herein by reference in their
entirety.
Other than as described above, J&J has no plans or proposals which
relate to, or may result in, any of the matters listed in items 4(a)-(j) of
Schedule 13D (although J&J reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer
As a result of the issuance of the Option, J&J may be deemed to be the
beneficial owner of 1,970,511 Shares, which would represent approximately
16.6% of the Shares outstanding after exercise of the Option (based on the
number of Shares outstanding on May 21, 1997, as set forth in the Merger
Agreement). J&J would have sole voting and dispositive power with respect
to such Shares if the Option were exercised.
The Option Shares described herein are subject to the Option, which is
not currently exercisable. Nothing herein shall be deemed to be an
admission by J&J as to the beneficial ownership of any Option Shares, and,
prior to exercise of the Option, J&J expressly disclaims beneficial
ownership of all Option Shares.
Except as described herein, neither J&J nor, to the best of J&J's
knowledge, any other person referred to in Schedule A attached hereto,
beneficially owns or has acquired or disposed of any Shares during the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
J&J has entered into a Stockholder Agreement dated as of May 21, 1997
with certain affiliated stockholders (the "Stockholders") of Issuer (the
"Stockholder Agreement") pursuant to which the Stockholders have agreed to
vote (or cause to be voted) their Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms thereof and
each of the other transactions contemplated
Page 5 of 9 Pages
thereby. Each Stockholder has also granted to J&J and two of J&J's
officers, in their capacities as officers of J&J, an irrevocable proxy to
vote such Stockholder's Shares in favor of adoption of the Merger
Agreement. As of May 21, 1997, the Stockholders held approximately
3,277,114 Shares. Reference is hereby made to the Stockholder Agreement,
which is included as Exhibit 10.2 to this Schedule 13D, for the full text
of its terms. The Stockholder Agreement is incorporated herein by reference
in its entirety.
J&J does not hold general voting discretion with respect to the Shares
held by the Stockholders subject to the Stockholder Agreement. Nothing
herein shall be deemed an admission by J&J as to the beneficial ownership
of any Shares, and, J&J expressly disclaims beneficial ownership of all
Shares held by the Stockholders subject to the Stockholder Agreement.
Except for the Merger Agreement, the Stock Option Agreement and the
Stockholder Agreement, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the Issuer,
including, but not limited to, transfers or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit Description
2.1 Agreement and Plan of Merger dated as of May
21, 1997, among Johnson & Johnson, Palisades
Merger Corp. and Biopsys Medical, Inc.
10.1 Stock Option Agreement dated as of May 21,
1997, between Biopsys Medical, Inc., as
Issuer, and Johnson & Johnson, as Grantee.
10.2 Stockholder Agreement dated as of May 21,
1997, among Johnson & Johnson and certain
affiliated stockholders of Biopsys Medical,
Inc.
Page 6 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and accurate.
JOHNSON & JOHNSON
June 2, 1997
By: /s/ Peter S. Galloway
--------------------------
Name: Peter S. Galloway
Title: Secretary
Page 7 of 9 Pages
SCHEDULE A
Names of Directors and
Officers Principal Occupation Residence or Business
(Citizenship) or Employment Address of Organization
1. Dr. Gerard N. Burrow(*) Dean of the Yale Yale New Haven School of
(United States) University School of Medicine
Medicine since 1992 333 Cedar Street
New Haven, CT 06510
2. Joan Ganz Cooney(*) Chairman, Children's Children's Television
(United States) Television Workshop Workshop
One Lincoln Plaza
New York, NY 10023
3. James Cullen(*) Vice Chairman of the Bell Atlantic Corporation
(United States) Board, Bell Atlantic 1310 North Court House Road
Corporation Arlington, VA 22201
4. Robert J. Darretta Vice President, Johnson & Johnson
(United States) Finance, and Member, One Johnson & Johnson Plaza
Executive Committee New Brunswick, NJ 08933
of Johnson & Johnson
5. Russell C. Deyo Vice President, Johnson & Johnson
(United States) Administration, and One Johnson & Johnson Plaza
Member, Executive New Brunswick, NJ 08933
Committee of Johnson
& Johnson
6. Roger S. Fine Vice President, Johnson & Johnson
(United States) General Counsel, and One Johnson & Johnson Plaza
Member, Executive New Brunswick, NJ 08933
Committee of Johnson
& Johnson
7. Ronald G. Gelbman Member, Executive Johnson & Johnson
(United States) Committee of Johnson One Johnson & Johnson Plaza
& Johnson New Brunswick, NJ 08933
8. Philip M. Hawley(*) Former Chairman and Philip M. Hawley
(United States) Chief Executive Suite 2280
Officer of Carter 444 South Flower Street
Hawley Hale Stores, Los Angeles, CA 90071-2900
Inc.
9. JoAnn H. Heisen Vice President, Johnson & Johnson
(United States) Chief Information One Johnson & Johnson Plaza
Officer, and Member, New Brunswick, NJ 08933
Executive Committee
of Johnson & Johnson
10. Ann Dibble Jordan(*) Director of various Johnson & Johnson
(United States) other corporations One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Member, Executive Johnson & Johnson
11. Christian A. Koffmann Committee of Johnson One Johnson & Johnson Plaza
(France) & Johnson New Brunswick, NJ 08933
--------
(*) Indicates director of Johnson & Johnson
Page 8 of 9 Pages
Names of Directors and
Officers Principal Occupation Residence or Business
(Citizenship) or Employment Address of Organization
12. Arnold G. Langbo(*) Chairman of the 111 Capital Avenue, S.W.
(Canada) Board and Chief Battle Creek, MI 49015
Executive of the
Kellogg Company
13. Ralph S. Larsen(*) Chairman, Board of Johnson & Johnson
(United States) Directors, Chief One Johnson & Johnson Plaza
Executive Officer, New Brunswick, NJ 08933
and Chairman,
Executive Committee
of Johnson & Johnson
14. James T. Lenehan Member, Executive Johnson & Johnson
(United States) Committee of Johnson One Johnson & Johnson Plaza
& Johnson New Brunswick, NJ 08933
15. Dr. John S. Mayo(*) President, Emeritus, AT&T Bell Laboratories, Inc.
(United States) AT&T Bell 600 Mountain Avenue
Laboratories, Inc. Murray Hill, NJ 07974
16. Thomas S. Murphy(*) Former Chairman of Capital Cities/ABC, Inc.
(United States) the Board and Chief 77 West 66th Street
Executive Officer of New York, NY 10023-6298
Capital Cities/ABC,
Inc.
17. Paul J. Rizzo(*) Retired Vice IBM Corporation
(United States) Chairman of Old Orchard Road
International Armonk, NY 10504
Business Machines
Corporation
18. Maxine F. President of the Carnegie Institution of
Singer, Ph.D.(*) Carnegie Institution Washington
(United States) of Washington 1530 P Street, N.W.
Washington, D.C. 20005-1910
19. Roger B. Smith(*) Retired Chairman of Johnson & Johnson
(United States) General Motors One Johnson & Johnson Plaza
Corporation, Member New Brunswick, NJ 08933
of the Business
Council and Trustee
of the Alfred P.
Sloan Foundation
20. Robert N. Wilson(*) Vice Chairman, Board Johnson & Johnson
(United States) of Directors, and One Johnson & Johnson Plaza
Vice Chairman, New Brunswick, NJ 08933
Executive Committee
of Johnson & Johnson
---------
(*) Indicates director of Johnson & Johnson
Page 9 of 9 Pages