Form 8-K JOHNSON & JOHNSON For: Nov 18

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�18, 2014

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(Exact name of registrant as specified in its charter)

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New Jersey	�	I-3215	�	22-1024240
(State or Other Jurisdiction of Incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

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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:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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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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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�8.01

Other Events

On November�18, 2014, Johnson�& Johnson, a New Jersey corporation (the �Company�), entered into two underwriting agreements (the �Underwriting Agreements�) 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:

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(1)

$700,000,000 aggregate principal amount of 1.125% notes due 2017 (the �2017 notes�);

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(2)

$500,000,000 aggregate principal amount of 1.875% notes due 2019 (the �2019 notes�);

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(3)

$350,000,000 aggregate principal amount of 2.450% notes due 2021 (the �2021 notes�);

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(4)

$250,000,000 aggregate principal amount of 3.375% notes due 2023 (the �2023 notes�); and

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(5)

$200,000,000 aggregate principal amount of 4.375% notes due 2033 (the �2033 notes�);

under the Company�s Registration Statement on Form S-3, Reg. No.�333-194146. The issuance and sale of the 2017 notes, 2019 notes and 2021 notes closed on November�21, 2014 and the issuance and sale of the 2023 notes and 2033 notes closed on November�20, 2014.

The 2023 notes constitute a further issuance of the $550 million aggregate principal amount of 3.375% notes due 2023 issued on December�5, 2013 and form a single series with those notes. The 2023 notes have the same CUSIP number and trade interchangeably with the previously issued 3.375% notes due 2023.

The 2033 notes constitute a further issuance of the $650 million aggregate principal amount of 4.375% notes due 2033 issued on December�5, 2013 and form a single series with those notes. The 2033 notes have the same CUSIP number and trade interchangeably with the previously issued 4.375% notes due 2033.

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Item�9.01

Financial Statements and Exhibits.

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(d)

Exhibits.

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Exhibit No.	��	Description
��4.1	��	Company Order establishing the terms of the notes.
��5.1	��	Opinion of Douglas K. Chia, Assistant General Counsel and Corporate Secretary of the Company.
23.1	��	Consent of Douglas K. Chia, Assistant General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1 of this current report).

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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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November�21, 2014

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EXHIBIT INDEX

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Exhibit No.	��	Description
��4.1	��	Company Order establishing the terms of the notes.
��5.1	��	Opinion of Douglas K. Chia, Assistant General Counsel and Corporate Secretary of the Company.
23.1	��	Consent of Douglas K. Chia, Assistant General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1 of this current report).

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Exhibit 4.1

JOHNSON�& JOHNSON

COMPANY ORDER

Pursuant to the authorization of the Board of Directors of Johnson�& Johnson, a New Jersey corporation (the �Company�), in resolutions adopted on February�11, 2014, the undersigned, being duly authorized, hereby approve the issuance of one or more Notes of the Company, with the terms and provisions as described below, pursuant to and further subject to an Indenture dated as of September�15, 1987, by and 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 supplemented by the First Supplemental Indenture dated as of September�1, 1990.

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TITLE:	��	1.125% Notes due 2017 (the �1.125% Notes�)
	��	1.875% Notes due 2019 (the �1.875% Notes�)
	��	2.450% Notes due 2021 (the �2.450% Notes�)
	��	Additional issuance of the 3.375% Notes due 2023 (the �3.375% Notes�)
	��	Additional issuance of the 4.375% Notes due 2033 (the �4.375% Notes� and collectively with the 1.125% Notes, 1.875% Notes, 2.450% Notes and the 3.375% Notes, the �Notes�)
PRINCIPAL AMOUNT:	��	$700 million of the 1.125% Notes
	��	$500 million of the 1.875% Notes
	��	$350 million of the 2.450% Notes
	��	$250 million of the 3.375% Notes
	��	$200 million of the 4.375% Notes
INTEREST RATE:	��	1.125% per annum on the 1.125% Notes, payable semiannually on May 21 and November 21 of each year, commencing May 21, 2015, to the holders of record at the close of business on May 6 and November 6 next preceding such interest payment dates;
	��	1.875% per annum on the 1.875% Notes, � 2.450% per annum on the 2.450% Notes,
	��	in each case payable semiannually on June 5 and December 5 of each year, commencing June�5, 2015, to the holders of record at the close of business on May 21 and November 20 next preceding such interest payment dates; and

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	��	3.375% per annum on the 3.375% Notes, � 4.375% per annum on the 4.375% Notes,
	��	in each case payable semiannually on June 5 and December 5 of each year, commencing December 5, 2014, to the holders of record at the close of business on May 21 and November 20 next preceding such interest payment dates.
MATURITY DATE:	��	November 21, 2017 for the 1.125% Notes
	��	December 5, 2019 for the 1.875% Notes
	��	December 5, 2021 for the 2.450% Notes
	��	December 5, 2023 for the 3.375% Notes
	��	December 5, 2033 for the 4.375% Notes
PUBLIC OFFERING PRICE:	��	1.125% Notes: 99.921% of the principal amount plus accrued interest, if any, from November 21, 2014 to the date of closing
	��	1.875% Notes: 99.737% of the principal amount plus accrued interest, if any, from November 21, 2014 to the date of closing
	��	2.450% Notes: 99.826% of the principal amount plus accrued interest, if any, from November 21, 2014 to the date of closing
	��	3.375% Notes: 105.153% of the principal amount plus accrued interest, if any, from June 5, 2014 to the date of closing
	��	4.375% Notes: 109.124% of the principal amount plus accrued interest, if any, from June 5, 2014 to the date of closing
PLAN OF DISTRIBUTION:	��	A public offering underwritten by Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith, Incorporated; Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; RBS Securities Inc.; BNP Paribas Securities Corp.; HSBC Securities (USA) Inc.; Mitsubishi UFJ Securities (USA), Inc.; The Williams Capital Group, L.P.; RBC Capital Markets, LLC; and Santander Investment Securities, Inc.
UNDERWRITING DISCOUNT:	��	0.250% of the principal amount for the 1.125% Notes
	��	0.350% of the principal amount for the 1.875% Notes
	��	0.400% of the principal amount for the 2.450% Notes
	��	0.450% of the principal amount for the 3.375% Notes
	��	0.875% of the principal amount for the 4.375% Notes

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OPTIONAL REDEMPTION:	��	Make-whole call and, solely with respect to the 4.375% Notes, par call within six months of the maturity date, as set forth in the forms of the Notes
MANDATORY REDEMPTION:	��	None
LISTING:	��	None
PLACE AND MANNER OF PAYMENT:	��	The principal of and interest on the Notes will be payable as set forth in the forms of the Notes.
DENOMINATIONS:	��	Minimum denomination of $2,000 and additional increments of $1,000
EVENTS OF DEFAULT:	��	As set forth in the forms of the Notes
CURRENCY:	��	Payable in U.S. dollars
FORM OF SECURITY:	��	The Notes will be issued in the form of Global Securities, which will be deposited with, or on behalf of, the Depositary.
DEPOSITARY:	��	The Depository Trust Company, New York.

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/s/ Dominic J. Caruso
Name:	�	Dominic J. Caruso
Title:	�	Vice�President,�Finance�and�Chief�Financial�Officer
/s/ John A. Papa
Name:	�	John A. Papa
Title:	�	Treasurer

Effective Date: November�18, 2014

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Exhibit 5.1

November�21, 2014

Johnson�& Johnson

One Johnson�& Johnson Plaza

New Brunswick, NJ 08933

Ladies and Gentlemen:

I am Assistant General Counsel and Corporate Secretary of Johnson�& Johnson, a New Jersey corporation (the �Company�), and I am a member of the Bar of the State of New York, and I am licensed in New Jersey to provide legal advice to the Company pursuant to a limited license granted in accordance with Rule 1:27-2 of the Supreme Court of the State of New Jersey. The following opinion is limited to the federal laws of the United States and the laws of the State of New York and the State of New Jersey.

I have reviewed the Restated Certificate of Incorporation of the Company and its Bylaws, as amended. I have also reviewed the corporate proceedings taken in connection with the sale of:

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(1)

$700,000,000 aggregate principal amount of 1.125% Notes due 2017;

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(2)

$500,000,000 aggregate principal amount of 1.875% Notes due 2019;

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(3)

$350,000,000 aggregate principal amount of 2.450% Notes due 2021;

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(4)

$250,000,000 aggregate principal amount of 3.375% Notes due 2023; and

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(5)

$200,000,000 aggregate principal amount of 4.375% Notes due 2033;

(collectively, the �Debt Securities�) to be issued under an Indenture, dated as of September�15, 1987, 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), Chicago, Illinois, as trustee (the �Trustee�), as amended by a First Supplemental Indenture dated as of September�1, 1990 (together, the �Indenture�), which Indenture relates to the issuance and sale from time to time of debt securities, each series of which is to be offered on terms to be determined at the time of sale. I have examined the Registration Statement on Form S-3 (Commission File No.�333-194146) filed by the Company with the Securities and Exchange Commission (the �Commission�) on February�26, 2014 (the �Registration Statement�), which became effective on February�26, 2014, for the registration under the Securities Act of 1933, as amended (the �Act�), of debt securities (which debt securities may be offered with warrants to purchase debt securities) to be made on a continuous or delayed basis pursuant to the provisions of Rule�415 under the Act. I have also examined a Prospectus Supplement (the �Prospectus Supplement�) dated November�18, 2014 (to the Prospectus (the �Prospectus�) dated

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February�26, 2014, which was included in the Registration Statement) relating to the Debt Securities in the form filed with the Commission pursuant to Rule 424(b)(5) under the Act. I have reviewed such other corporate records and documents of the Company and documents and certificates of public officials and others as I have deemed necessary as a basis for the opinion hereinafter expressed.

Based upon the foregoing and having regard for legal considerations as I deem relevant, I am of the following opinion:

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1.

The execution and delivery of the Indenture and the issuance and sale of the Debt Securities have been validly authorized by the Company and the Indenture constitutes a valid and binding obligation of the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors� rights and to general equitable principles.

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2.

The Debt Securities, when duly executed on behalf of the Company, authenticated by or on behalf of the Trustee, issued and sold as described in the Registration Statement (including the Prospectus and Prospectus Supplement relating thereto), and delivered by the Company in accordance with the Indenture will be validly issued and will constitute valid and binding obligations of the Company in accordance with their terms and the terms of the Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability affecting creditors� rights and to general equitable principles.

I express no opinion as to the validity, legally binding effect or enforceability of any provision of any agreement or instrument that (i)�requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii)�relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

I hereby consent to the use of my name under the caption �Legal Matters� in the Registration Statement and to the use of this opinion as an Exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section�7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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