UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 8, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
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:
| | (1) | $500,000,000 aggregate principal amount of 1.950% Notes due 2020; |
| | (2) | $750,000,000 aggregate principal amount of 2.625% Notes due 2025; |
| | (3) | $1,500,000,000 aggregate principal amount of 2.900% Notes due 2028; |
| | (4) | $1,000,000,000 aggregate principal amount of 3.400% Notes due 2038; and |
| | (5) | $750,000,000 aggregate principal amount of 3.500% Notes due 2048. |
(collectively, the “Notes”) under the Company’s Registration Statement on FormS-3, Reg.No. 333-216285. The Underwriting Agreement incorporates the Underwriting Agreement Standard Provisions (Debt), dated November 8, 2017, which are filed as Exhibit 1.1 hereto. The issuance and sale of the Notes is expected to close on November 10, 2017.
| Item 9.01 | Financial Statements and Exhibits. |
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 |
| |
| By: | | /s/ Thomas J. Spellman III |
| | Thomas J. Spellman III |
| | Assistant General Counsel and Corporate Secretary |
November 9, 2017
