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): February 28, 2017
(Exact name of registrant as specified in its charter)
| New Jersey | I-3215 | 22-1024240 | ||
| (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: (732) 524-0400
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On February 28, 2017, Johnson & Johnson, a New Jersey corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters:
| (1) | $1,000,000,000 aggregate principal amount of 2.250% Notes due 2022; |
| (2) | $1,000,000,000 aggregate principal amount of 2.950% Notes due 2027; |
| (3) | $1,500,000,000 aggregate principal amount of 3.625% Notes due 2037; and |
| (4) | $1,000,000,000 aggregate principal amount of 3.750% Notes due 2047 |
(collectively, the “Notes”) under the Company’s Registration Statement on Form S-3, Reg. No. 333-216285. The issuance and sale of the Notes are expected to close on or about March 3, 2017.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Company Order establishing the terms of the Notes. | |
| 5.1 | Opinion of Thomas J. Spellman III, Assistant General Counsel and Corporate Secretary of the Company. | |
| 5.2 | Opinion of Covington & Burling LLP. | |
| 23.1 | Consent of Thomas J. Spellman III, Assistant General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1 of this current report). | |
| 23.2 | Consent of Covington & Burling LLP (included in Exhibit 5.2 of this current report). | |
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 | ||
| By: | /s/ Thomas J. Spellman III | |
| Thomas J. Spellman III | ||
| Assistant General Counsel and Corporate Secretary | ||
March 3, 2017
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Company Order establishing the terms of the Notes. | |
| 5.1 | Opinion of Thomas J. Spellman III, Assistant General Counsel and Corporate Secretary of the Company. | |
| 5.2 | Opinion of Covington & Burling LLP. | |
| 23.1 | Consent of Thomas J. Spellman III, Assistant General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1 of this current report). | |
| 23.2 | Consent of Covington & Burling LLP (included in Exhibit 5.2 of this current report). | |