Current Report Filing (8-k)
November 13 2017 - 8:03AM
Edgar (US Regulatory)
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 9, 2017
(Exact name of registrant as specified in its charter)
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New Jersey
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I-3215
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22-1024240
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Johnson & Johnson Plaza
New Brunswick, New Jersey
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08933
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On November 9, 2017, Johnson &
Johnson, a New Jersey corporation (the Company) entered into the Second Supplemental Indenture (the Second Supplemental Indenture) to the Indenture, dated as of September 15, 1987 (as amended, the Indenture),
between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company which succeeded Harris Trust and Savings Bank), as trustee. The Second Supplemental Indenture amends certain redemption provisions of
the Indenture in respect of each series of securities to be issued under the Indenture on or after the date of the Second Supplemental Indenture, including the Notes described below.
The foregoing summary is qualified in its entirety by reference to the text of the Second Supplemental Indenture, which is filed as an exhibit
to this Current Report on Form
8-K
and is incorporated herein by reference.
On November 8, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC, 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:
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(1)
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$500,000,000 aggregate principal amount of 1.950% Notes due 2020;
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(2)
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$750,000,000 aggregate principal amount of 2.625% Notes due 2025;
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(3)
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$1,500,000,000 aggregate principal amount of 2.900% Notes due 2028;
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(4)
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$1,000,000,000 aggregate principal amount of 3.400% Notes due 2038; and
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(5)
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$750,000,000 aggregate principal amount of 3.500% Notes due 2048.
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(collectively, the Notes) under
the Companys Registration Statement on Form
S-3,
Reg.
No. 333-216285.
The issuance and sale of the Notes closed on November 10, 2017.
Item 9.01
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Financial Statements and Exhibits.
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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.
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Johnson & Johnson
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By:
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/s/ Thomas J. Spellman III
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Thomas J. Spellman III
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Assistant General Counsel and Corporate Secretary
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November 13, 2017
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