Unassociated Document
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): January
11, 2006
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
(Commission
File Number) (IRS
Employer Identification No.)
One
Johnson &
Johnson Plaza
New
Brunswick, New
Jersey 08933
(Address
of Principal
Executive Offices) (Zip
Code)
(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):
X 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
January 11, 2006, Johnson & Johnson, Guidant Corporation
(“Guidant”) and Shelby Merger Sub, Inc. (“Merger Sub”), a wholly owned
subsidiary of Johnson & Johnson, entered into an Amendment No. 1 (the
“Amendment”) to the Amended and Restated Agreement and Plan of Merger dated as
of November 14, 2005, among Johnson & Johnson, Guidant and Merger Sub. The
Amendment provides for an increase in the consideration to be received by
Guidant shareholders.
Pursuant
to the Amendment, at the effective time of the merger, each share of Guidant
common stock (other than shares owned by Guidant or
Johnson & Johnson) will be converted into the right to receive a
combination of (i) $37.25 in cash and (ii) 0.493 shares of
Johnson & Johnson common stock. In addition, the termination fee
that Guidant may be obligated to pay to Johnson & Johnson under certain
circumstances was proportionately increased to $675 million.
A
copy of
the Amendment is attached hereto as Exhibit 2.1 and is incorporated herein
by
reference. The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment.
Johnson
& Johnson and Guidant issued a joint press release on January 11, 2006,
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Guidant
Corporation and Johnson & Johnson have filed with the Securities and
Exchange Commission (SEC) a definitive proxy statement/prospectus and will
file
other documents regarding the proposed merger between Guidant and Johnson &
Johnson. This proxy statement/prospectus has been sent to all security holders
of Guidant seeking their approval of the transaction. Investors are urged to
read the definitive proxy statement/prospectus and any other relevant documents
filed or to be filed with the SEC because they contain important information.
The proxy statement/prospectus and other documents filed or to be filed by
Johnson & Johnson and Guidant with the SEC are or will be available free of
charge at the SEC's website, www.sec.gov, or by directing a request to Johnson
& Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933,
Attention: Investor Relations; or by directing a request to Guidant Corporation,
111 Monument Circle, #2900, Indianapolis, IN 46204-5129, Attention: Investor
Relations.
Johnson
& Johnson, Guidant Corporation, their respective directors, and certain of
their respective executive officers may be considered participants in the
solicitation of proxies from Guidant shareholders in connection with the
proposed transactions. Information about the directors and executive officers
of
Johnson & Johnson and their ownership of Johnson & Johnson stock is set
forth in Johnson & Johnson’s most recent filing on Form 10-K. Information
about the directors and executive officers of Guidant and their ownership of
Guidant stock is set forth in Guidant's most recent filing on Form 10-K.
Investors may obtain additional information regarding the interests of such
participants by reading the definitive proxy statement/prospectus.
Item
9.01 Financial
Statements and Exhibits
(d)
|
Exhibit
No.
|
Description
|
| 2.1 |
Amendment
No. 1 to Amended and Restated Agreement and Plan of Merger dated
as of
January 11, 2006, among Johnson & Johnson, Shelby
Merger Sub, Inc. and Guidant Corporation
|
| 99.1 |
Press release announcing Amendment No.
1 to
Amended and Restated Agreement and Plan of Merger dated as of January
11,
2006 |
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:
January 12, 2006
|
|
By:
|
/s/
Michael Ullmann
|
| |
|
|
Name:
|
Michael
Ullmann
|
| |
|
|
Title:
|
Secretary
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
| 2.1 |
Amendment
No. 1 to Amended and Restated Agreement and Plan of Merger dated
as of
January 11, 2006, among Johnson & Johnson, Shelby
Merger Sub, Inc. and Guidant Corporation
|
| 99.1 |
Press release announcing Amendment No.
1 to
Amended and Restated Agreement and Plan of Merger dated as of January
11,
2006 |
4