-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F6my7ACl9TJCoRAwjsiyZ/65YmDsU7nmMU+2Oqa/x6qj3qCNAkbp6hsPx9s33JuR e6G3dqbrWzrv3n8ugiyp2w== 0000891618-98-004785.txt : 19981111 0000891618-98-004785.hdr.sgml : 19981111 ACCESSION NUMBER: 0000891618-98-004785 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEMRX INC CENTRAL INDEX KEY: 0001007321 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770389440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-49705 FILM NUMBER: 98743256 BUSINESS ADDRESS: STREET 1: 1221 INNSBRUCK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087528580 MAIL ADDRESS: STREET 1: 1221 INNSBRUCK DRIVE CITY: SUNNYVALE STATE: CA ZIP: 95125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEMRX INC CENTRAL INDEX KEY: 0001007321 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770389440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1221 INNSBRUCK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087528580 MAIL ADDRESS: STREET 1: 1221 INNSBRUCK DRIVE CITY: SUNNYVALE STATE: CA ZIP: 95125 SC 14D9/A 1 AMENDMENT #2 TO SCHEDULE 14D9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- AMENDMENT NO. 2 to SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- FEMRX, INC. (Name of Subject Company) -------------------- FEMRX, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) -------------------- 314463 10 0 (CUSIP Number of Class of Securities) -------------------- ANDREW M. THOMPSON PRESIDENT AND CHIEF EXECUTIVE OFFICER FEMRX, INC. 1221 INNSBRUCK DR. SUNNYVALE, CALIFORNIA 94089 (408) 752-8580 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) -------------------- Copies to: CRAIG E. DAUCHY, ESQ. COOLEY GODWARD LLP 3000 SAND HILL ROAD BUILDING 3, SUITE 230 MENLO PARK, CA 94025-7116 (650) 843-5100 (Final Amendment) ================================================================================ 2 This statement amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on October 9, 1998 by FemRx, Inc., a Delaware corporation (the "Company"), as amended by Amendment No. 1 thereto filed with the Commission on November 2, 1998 by the Company (collectively, the "Schedule 14D-9"). The Schedule 14D-9 was filed in connection with the tender offer made by Johnson & Johnson, a New Jersey corporation ("Parent"), Ethicon, Inc., a New Jersey corporation and ET/FM Acquisition Corp., a Delaware corporation, to purchase all outstanding shares of common stock of the Company at a price of $2.35 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in their Offer to Purchase, dated October 9, 1998, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings given to them in the Schedule 14D-9. ITEM 4. THE SOLICITATION OR RECOMMENDATION Item 4 "Background" of the Schedule 14D-9 is hereby amended to include the following: On November 9, 1998, Parent issued a press release announcing that it had accepted for payment pursuant to the Offer, 8,736,973 shares of Company Common Stock, representing approximately 93% of the outstanding Company Common Stock. A copy of the press release is filed as Exhibit 10 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended to include the following as an exhibit: Exhibit 10: Text of the Press Release, dated November 9, 1998, issued by Johnson & Johnson. 2 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. FEMRX, INC. By: /s/ Edward W. Unkart ------------------------------- Name: Edward W. Unkart Title: Chief Financial Officer Dated: November 10, 1998 3 EX-10 2 PRESS RELEASE, DATED NOVEMBER 9, 1998 1 Exhibit 10 JOHNSON & JOHNSON NEW BRUNSWICK, NJ 08933 CONTACT: Robert V. Andrews - Media Relations (732) 524-3348 Helen E. Short - Investor Relations (732) 524-6491 FOR IMMEDIATE RELEASE JOHNSON & JOHNSON ANNOUNCES COMPLETION OF ITS TENDER OFFER FOR FEMRX, INC. New Brunswick, NJ (Nov. 9, 1998) -- Johnson & Johnson (NYSE: JNJ) announced today that it has accepted for payment 8,736,973 shares of common stock of FemRx, Inc. (Nasdaq: FMRX), representing approximately 93% of the outstanding FemRx shares, at $2.35 per share in accord with its tender offer for all outstanding FemRx shares. The tender offer expired at 12:00 midnight, New York City time, on Friday, November 6, 1998. Johnson & Johnson intends to promptly merge ET/FM Acquisition Corp., a wholly owned subsidiary of Johnson & Johnson, with and into FemRx in accord with Delaware's short-form merger provisions. As a result of the merger, FemRx will become a direct, wholly owned subsidiary of Johnson & Johnson and each remaining outstanding FemRx share will be converted, subject to appraisal rights, into the right to receive $2.35 in cash, without interest. # # # -----END PRIVACY-ENHANCED MESSAGE-----