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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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ORAPHARMA, INC.
(Name of Issuer)
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Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
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68554E106
(CUSIP Number)
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JOHN T. CRISAN, ESQ.
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
TELEPHONE: (732) 524-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
ROBERT I. TOWNSEND, III, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019
(212) 474-1000
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November 12, 2002
(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /_/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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)
CUSIP No. 68554E106
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(1) NAMES OF REPORTING PERSONS
JOHNSON & JOHNSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. # 22-1024240
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
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(7) SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 3,540,697
OWNED BY ---------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ---------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,540,697
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.0%
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(14) TYPE OF REPORTING PERSON
CO
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Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by Johnson & Johnson that it is the
beneficial owner of any of the common stock of OraPharma, Inc. referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or for any other purpose, and such beneficial
ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.001 per share (the "Issuer Common Stock"), of OraPharma, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 732 Louis Drive, Ste 2000, Warminster, PA 18974.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Johnson & Johnson,
a New Jersey corporation ("Johnson & Johnson").
(b) The address of the principal office and principal business of
Johnson & Johnson is One Johnson & Johnson Plaza, New Brunswick, NJ 08933.
(c) Johnson & Johnson is engaged in the manufacture and sale of a
broad range of products in the healthcare field in many countries of the world.
Set forth in Schedule A hereto, which is incorporated herein by reference, is
the name, business address, present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is conducted and citizenship, of each of Johnson &
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Johnson's directors and executive officers, as of the date hereof. Other than
such directors and executive officers, there are no persons controlling Johnson
& Johnson.
(d) During the past five years, neither Johnson & Johnson nor, to
Johnson & Johnson's knowledge, any person named in Schedule A hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Johnson & Johnson nor, to
Johnson & Johnson's knowledge, any person named in Schedule A hereto, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Stockholder Agreement, dated as of November 12, 2002
(the "Stockholder Agreement"), among Johnson & Johnson and certain stockholders
of the Issuer set forth on Schedule A thereto (collectively, the
"Stockholders"), Johnson & Johnson may be deemed to be the beneficial owner of
3,540,697 shares of Issuer Common Stock (collectively, the "Subject Shares").
Johnson & Johnson and the Stockholders entered into the Stockholder Agreement to
induce Johnson & Johnson to enter into the Agreement and Plan of Merger, dated
as of November 12, 2002 (the "Merger Agreement"), among Johnson & Johnson, Pivot
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Johnson & Johnson ("Merger Sub"), and the Issuer. Pursuant to the Merger
Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with
the Issuer continuing as the surviving corporation in the Merger (the "Surviving
Corporation") as a wholly owned subsidiary of Johnson & Johnson. In the Merger,
each share of Issuer Common Stock will be converted into the right to receive
$7.41 in cash, without interest. The Merger is subject to certain conditions.
The descriptions of the Merger Agreement and the Stockholder Agreement contained
herein are qualified in their entirety by reference to such agreements, which
are attached hereto as Exhibits 1 and 2, respectively.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) The Stockholder Agreement was entered into as a condition to
the willingness of Johnson & Johnson to enter into the Merger Agreement and to
increase the likelihood that the approval of the Issuer's stockholders required
in connection with the Merger will be obtained. See the response to Item 3 for a
more complete description of the Merger. Pursuant to the terms of the
Stockholder Agreement, any shares of capital stock of the Issuer acquired by any
Stockholder after the date of the Stockholder Agreement and during the term of
the Stockholder Agreement (including through the exercise of any stock options,
warrants or similar instruments) will be subject to the Stockholder Agreement.
Accordingly, any such acquisition of shares of capital stock of the Issuer by
any Stockholder may result in Johnson & Johnson being deemed to acquire
beneficial ownership of additional securities of the Issuer.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of Merger Sub, until their
resignation or removal or until their successors are duly elected and qualified.
The existing directors of Merger Sub are Michael E. Sneed and John T. Crisan.
The officers of the Surviving Corporation shall be the existing officers of
Merger Sub, until their resignation or removal or until their respective
successors are duly elected and qualified.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of the Surviving Corporation shall be amended to read in its entirety as set
forth in Exhibit 3 to this statement on Schedule 13D, which is incorporated
herein by reference, and, as so amended, shall be the Certificate of
Incorporation of the Surviving Corporation until thereafter changed or amended.
Upon consummation of the Merger, the By-laws of Merger Sub, as in effect
immediately prior to the Merger, shall be the By-laws of the Surviving
Corporation until thereafter changed or amended.
(h) - (i) Upon consummation of the Merger, the Issuer Common Stock
will be delisted from The Nasdaq Stock Market Inc. and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, Johnson & Johnson currently has no
plan or proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (i) of Schedule 13D (although Johnson & Johnson reserves the
right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Stockholder Agreement, Johnson & Johnson
may be deemed to be the beneficial owner of the Subject Shares. The Subject
Shares constitute approximately 26.0% of the issued and outstanding shares of
Issuer
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Common Stock, based on the Issuer's representation in the Merger Agreement that
there were 13,633,886 shares of Issuer Common Stock issued and outstanding at
the close of business on November 8, 2002.
Pursuant to the Stockholder Agreement, the Stockholders have agreed,
among other things, (i) to vote the Subject Shares (and any shares of capital
stock of the Issuer acquired by any Stockholder after the date of the
Stockholder Agreement and during the term of the Stockholder Agreement) in
favor of (a) the adoption of the Merger Agreement, (b) the approval of the
Merger and (c) the approval of the other transactions contemplated by the
Merger Agreement, (ii) to vote the Subject Shares (and any shares of capital
stock of the Issuer acquired by any Stockholder after the date of the
Stockholder Agreement and during the term of the Stockholder Agreement)
against (a) any merger agreement or merger (other than the Merger Agreement
and the Merger) or similar transaction and (b) any proposal or transaction
that would impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or the other transactions contemplated by the Merger Agreement,
(iii) not to sell, transfer, pledge, assign or otherwise dispose of any
Subject Shares or enter into any arrangement with respect to the sale,
transfer, pledge, assignment or other disposition of such Subject Shares and
(iv) not to enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, with respect to any Subject Shares. Further, by their
execution of the Stockholder Agreement, each Stockholder has irrevocably
appointed Johnson & Johnson and Robert O'Neil, Vice President, Business
Development, Consumer and Personal Care Group of Johnson & Johnson, Michael E.
Sneed, President, Personal Products Company, Division of McNeil-PPC, Inc. and
John T. Crisan, Assistant General Counsel of Johnson & Johnson, and any
individual who shall thereafter succeed any of them, and each of them
individually, and any individual designated in writing by any of them, as his
or her proxy and attorney-in-fact (the "Attorney"). The name of each
Stockholder and the number of Subject Shares beneficially owned by each
Stockholder are set forth in Schedule A to the Stockholder Agreement, which is
attached as Exhibit 2 hereto.
In exercising its right to vote the Subject Shares as proxy and
attorney-in-fact of the Stockholders, the Attorney's rights are limited to
voting the Subject Shares, or granting a consent or approval with respect to the
Subject Shares, (i) in favor of approval and adoption of the Merger and the
Merger Agreement, (ii) against any Takeover Proposal (as such term is defined in
the Merger Agreement) and (iii) against any other proposal or transaction that
would impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
the other transactions contemplated by the Merger Agreement. The Stockholders
may vote the Subject Shares on all other matters.
In addition to the voting arrangements described above, the
Stockholder Agreement contains provisions (the "profit recoupment provisions")
pursuant to which (i) in the event that a termination fee becomes
unconditionally payable by the Issuer to Johnson & Johnson pursuant to the terms
of the Merger Agreement, each Stockholder is required to pay to Johnson &
Johnson 50% of all profit (determined in accordance with the Stockholder
Agreement) of such Stockholder, solely in his capacity as a stockholder of the
Issuer, from the consummation of any Takeover Proposal, such amount payable
immediately following the consummation of any Takeover Proposal and (ii) in the
event that, prior to the consummation of the Merger, a Takeover Proposal shall
have been made to the Issuer or with respect to the Issuer, the Merger shall
have been consummated and Johnson & Johnson for any reason shall have increased
the amount payable to stockholders of the Issuer in connection with the Merger
above the amount contemplated by the Merger Agreement as in effect on November
12, 2002 (the "Original Merger Consideration"), each Stockholder is required to
pay Johnson & Johnson an amount equal to the product of (x) the number of
Subject Shares beneficially owned by such Stockholder and (y) 50% of the excess,
if any of (I) the per share consideration received by the Stockholder as a
result of the consummation of the Merger, pursuant to the Merger Agreement as in
effect on the date of such consummation, over (II) the Original Merger
Consideration.
The Stockholder Agreement (other than the profit recoupment
provisions) terminates upon the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms of the Merger
Agreement and (ii) the date of termination of the Merger Agreement and (iii) at
the option of any Stockholder, the execution or granting of any amendment,
modification, change or waiver with respect to the Merger Agreement subsequent
to the date of the Stockholder Agreement that results in any decrease in the
price to be paid per share for the shares of Issuer Common Stock or any change
in the form of consideration to be used to purchase the shares of Issuer Common
Stock that results in a reduction of the amount of cash to be paid for the
Issuer Common Stock. In the event that the Merger Agreement is terminated under
circumstances where Johnson & Johnson is or may become entitled to receive a
termination fee from the Issuer pursuant to the terms of the Merger Agreement,
the profit recoupment provisions survive the termination of the Stockholder
Agreement until the earlier to occur of (i) the 12-month anniversary of the
termination of the Merger Agreement in the event that the termination fee does
not become unconditionally payable before such date or (ii) with respect to any
Stockholder, the date on which any amounts payable by such Stockholder to
Johnson & Johnson are paid in full. With respect to any Stockholders, in the
event that the Merger is consummated under circumstances where Johnson & Johnson
is entitled to receive payment from such Stockholder as described in clause (ii)
of the immediately preceding paragraph, the profit recoupment provisions survive
the consummation of the Merger until the date on which any amounts payable by
such Stockholder to Johnson & Johnson are paid in full.
(c) Neither Johnson & Johnson nor, to the knowledge of Johnson &
Johnson, any person named in Schedule A, has effected any transaction in the
Issuer Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of Johnson & Johnson, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
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
The following documents are filed as exhibits:
EXHIBIT
NUMBER EXHIBIT NAME
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1. Agreement and Plan of Merger dated as of November 12, 2002,
among Johnson & Johnson, a New Jersey corporation, Pivot
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Johnson & Johnson, and OraPharma, Inc., a
Delaware corporation.
2. Stockholder Agreement dated as of November 12, 2002, among
Johnson & Johnson, a New Jersey corporation, and certain
stockholders of OraPharma, Inc., a Delaware corporation.
3. Form of Certificate of Incorporation of the Surviving
Corporation.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
JOHNSON & JOHNSON,
by /s/ Michael H. Ullmann
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Name: Michael H. Ullmann
Title: Secretary
Dated: November 21, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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1. Agreement and Plan of Merger dated as of November 12, 2002,
among Johnson & Johnson, a New Jersey corporation, Pivot
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Johnson & Johnson, and OraPharma, Inc., a
Delaware corporation.
2. Stockholder Agreement dated as of November 12, 2002, among
Johnson & Johnson, a New Jersey corporation, and certain
stockholders of OraPharma, Inc., a Delaware corporation.
3. Form of Certificate of Incorporation of the Surviving
Corporation.
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SCHEDULE A
The following is a list of the directors and executive officers of
Johnson & Johnson, setting forth the present principal occupation or
employment and the name and principal business of any corporation or other
organization in which such employment is conducted for each such person.
Unless otherwise indicated, all directors and officers listed below are
citizens of the United States.
BOARD OF DIRECTORS OF JOHNSON & JOHNSON
PRESENT PRINCIPAL
NAME POSITION OCCUPATION BUSINESS ADDRESS
---- -------- ---------- -----------------
Gerard N. Burrow Director President and Chief Johnson & Johnson
Executive Officer, Sea One Johnson & Johnson Plaza
Research Foundation New Brunswick, NJ 08933
James G. Cullen Director Retired President and Johnson & Johnson
Chief Operating Officer, One Johnson & Johnson Plaza
Bell Atlantic New Brunswick, NJ 08933
Corporation
Robert J. Darretta Director Executive Vice President, Johnson & Johnson
Finance and Information One Johnson & Johnson Plaza
Management; Member, New Brunswick, NJ 08933
Executive Committee
M. Judah Folkman Director Senior Associate in Johnson & Johnson
Surgery and Director, One Johnson & Johnson Plaza
Surgical Research New Brunswick, NJ 08933
Laboratory, Children's
Hospital; Andrus Professor
of Pediatric Surgery and
Professor of Cell Biology,
Harvard Medical School,
Department of Surgery
Ann D. Jordan Director Former Director, Social Johnson & Johnson
Services Department, One Johnson & Johnson Plaza
Chicago Lying-In New Brunswick, NJ 08933
Hospital, University of
Chicago Medical Center
Arnold G. Langbo Director Retired Chairman of the Johnson & Johnson
Board and Chief One Johnson & Johnson Plaza
Executive Officer, New Brunswick, NJ 08933
Kellogg Company
James T. Lenehan Vice Vice Chairman, Board of Johnson & Johnson
Chairman, Directors; President; One Johnson & Johnson Plaza
Board of Member, Executive New Brunswick, NJ 08933
Directors Committee
and Director
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PRESENT PRINCIPAL
NAME POSITION OCCUPATION BUSINESS ADDRESS
---- -------- ---------- -----------------
Leo F. Mullin Director Chairman and Chief Johnson & Johnson
Executive Officer, Delta One Johnson & Johnson Plaza
Air Lines, Inc. New Brunswick, NJ 08933
David Satcher Director Director, National Johnson & Johnson
Center for Primary Care One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Henry B. Schacht Director Chairman of the Board, Johnson & Johnson
Lucent Technologies Inc. One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Maxine F. Singer Director President of the Carnegie Johnson & Johnson
Institution of One Johnson & Johnson Plaza
Washington New Brunswick, NJ 08933
John W. Snow Director Chairman, President and Johnson & Johnson
Chief Executive Officer, One Johnson & Johnson Plaza
CSX Corporation New Brunswick, NJ 08933
William C. Chairman, Chairman, Board of Johnson & Johnson
Weldon Board of Directors; Chairman, One Johnson & Johnson Plaza
Directors Executive Committee New Brunswick, NJ 08933
Robert N. Wilson Senior Vice Senior Vice Chairman, Johnson & Johnson
Chairman, Board of Directors One Johnson & Johnson Plaza
Board of New Brunswick, NJ 08933
Directors
and Director
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SCHEDULE A
EXECUTIVE OFFICERS OF JOHNSON & JOHNSON
NAME POSITION
---- --------
Robert J. Darretta Member, Executive Committee;
Member, Board of Directors;
Executive Vice President,
Finance and Information Management;
Chief Financial Officer
Russell C. Deyo Member, Executive Committee; Vice
President, Administration
Michael J. Dormer Member, Executive Committee;
Citizenship: Worldwide Chairman, Medical
United Kingdom Devices Group
Roger S. Fine Member, Executive Committee; Vice
President, General Counsel
Colleen A. Goggins Member, Executive Committee;
Worldwide Chairman, Consumer &
Personal Care Group
JoAnn Heffernan Heisen Member, Executive Committee; Vice
President, Chief Information Officer
James T. Lenehan Vice Chairman, Board of Directors;
Member, Executive Committee;
President
Brian D. Perkins Member, Executive Committee;
Worldwide Chairman, Consumer
Pharmaceuticals & Nutritionals
Group
Per A. Peterson, M.D., Member, Executive Committee;
Ph.D. Chairman, Research & Development
Pharmaceuticals Group
Christine A. Poon Member, Executive Committee;
Worldwide Chairman,
Pharmaceuticals Group
William C. Weldon Chairman, Board of Directors;
Chief Executive Officer; Chairman,
Executive Committee
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