-----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, LnksSUx51N8rcNcJTm2MpDJKKFuMM01i3O+2+YbH96mErqoVKCP6O5FinV74Pj7r AtltY90HJmfRyTvdflQC5Q== 0000950123-96-000764.txt : 19960228 0000950123-96-000764.hdr.sgml : 19960228 ACCESSION NUMBER: 0000950123-96-000764 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-00391 FILM NUMBER: 96525756 BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 9085240400 POS AM 1 JOHNSON & JOHNSON 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1996 REGISTRATION NO. 333-391-01 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* JOHNSON & JOHNSON (Exact name of Registrant as specified in its charter) NEW JERSEY 22-1024240 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) ONE JOHNSON & JOHNSON PLAZA 08933 NEW BRUNSWICK, NEW JERSEY (Zip Code) (Address of Principal Executive Offices)
THE CORDIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN THE CORDIS CORPORATION DIRECTOR NON-QUALIFIED STOCK OPTION PLAN THE WEBSTER LABORATORIES, INC. 1992 STOCK PLAN (Full title of the plans) JOSEPH S. ORBAN, ESQ. ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NEW JERSEY 08933 (908) 524-0400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: ROBERT A. KINDLER, ESQ. CRAVATH, SWAINE & MOORE WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 474-1000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO THE PLANS: Promptly after the filing of this Post-Effective Amendment. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described herein. See "INTRODUCTORY STATEMENT". - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INTRODUCTORY STATEMENT Johnson & Johnson ("J&J") hereby amends its Registration Statement on Form S-4 (No. 333-391)(the "Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to 1,161,132 shares of the Common Stock, par value $1.00 per share, of J&J ("J&J Common Stock") issuable upon the exercise of stock options granted under The Cordis Corporation Non-Qualified Stock Option Plan, The Cordis Corporation Director Non-Qualified Stock Option Plan and The Webster Laboratories, Inc. 1992 Stock Plan (the "Plans"). On February 23, 1996, JNJ Merger Corp., a Florida corporation and a wholly-owned subsidiary of J&J, was merged with and into Cordis Corporation, a Florida corporation ("Cordis"). As a result of such merger (the "Merger"), Cordis became a wholly-owned subsidiary of J&J and each outstanding share (other than shares owned by J&J, Cordis or any subsidiary of J&J) of Common Stock, par value $1.00 per share, of Cordis ("Cordis Common Stock") has been converted into 1.1292 shares of J&J Common Stock. In addition, each outstanding option issued pursuant to the Plans will no longer be exercisable for shares of Cordis Common Stock, but instead, will constitute an option to acquire, on substantially the same terms and conditions as were applicable under such option, shares of J&J Common Stock. The designation of the Post-Effective Amendment as Registration No. 333-391-01 denotes that the Post-Effective Amendment relates only to the shares of J&J Common Stock issuable on the exercise of stock options under the Plans and that this is the first Post-Effective Amendment to the Form S-4 filed with respect to such shares. -i- 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by J&J with the Securities and Exchange Commission are incorporated herein by reference: (a) J&J's Annual Report on Form 10-K for the fiscal year ended January 1, 1995 and J&J's Form 10-K/A relating to the year ended January 1, 1995; (b) J&J's Quarterly Reports on Form 10-Q for the quarterly periods ended April 2, 1995, July 2, 1995, and October 1, 1995, and the description of J&J's Common Stock set forth in J&J's Registration Statements filed pursuant to Section 12 of the Exchange Act and any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the J&J Common Stock being registered hereby has been passed upon for J&J by Joseph S. Orban, Esq., Associate General Counsel of J&J. Mr. Orban is paid a salary by J&J, is a participant in various employee benefit plans offered to employees of J&J generally and owns and has options to purchase shares of J&J Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful. The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, by-law, agreement, vote of shareholders, or otherwise; provided, that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The Registrant's Restated Certificate of Incorporation provides that, to the full extent that the laws of the State of New Jersey permit the limitation or elimination of the liability of directors and officers, no director or officer of the Registrant shall be personally liable to the Registrant or its stockholders for damages for breach of any duty owed to the Registrant or its stockholders. The By-laws of the Registrant provide that, to the full extent permitted by the laws of the State of New Jersey, the Registrant shall indemnify any person (an "Indemnitee") who was or is involved in any manner II-1 4 (including, without limitation, as a party or witness) in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Registrant to procure a judgment in its favor) (a "Proceeding"), or who is threatened with being so involved, by reason of the fact that he or she is or was a director or officer of the Registrant or, while serving as a director or officer of the Registrant, is or was at the request of the Registrant also serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan), against all expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding, provided that, there shall be no indemnification hereunder with respect to any settlement or other nonadjudicated disposition of any threatened or pending Proceeding unless the Registrant has given its prior consent to such settlement or disposition. The right of indemnification created by the By-laws shall be a contract right enforceable by an Indemnitee against the Registrant, and it shall not be exclusive of any other rights to which an Indemnitee may otherwise be entitled. These provisions of the By-laws shall inure to the benefit of the heirs and legal representatives of an Indemnitee and shall be applicable to Proceedings commenced or continuing after the adoption of the By-laws, whether arising from acts or omissions occurring before or after such adoption. No amendment, alteration, change, addition or repeal of or to the By-laws shall deprive any Indemnitee of any rights under the By-laws with respect to any act or omission of such Indemnitee occurring prior to such amendment, alteration, change, addition or repeal. The Registrant enters into indemnification agreements with its directors and officers and enters into insurance agreements on its own behalf. The indemnification agreements provide that the Registrant agrees to hold harmless and indemnify its directors and officers to the fullest extent authorized or permitted by the NJBCA, or any other applicable law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that is adopted after the date hereof. Without limiting the generality of the foregoing, the Registrant agrees to hold harmless and indemnify its directors and officers to the fullest extent permitted by applicable law against any and all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by its directors and officers in connection with the defense of any present or future threatened, pending, or completed claim, action, suit, or proceeding by reason of the fact that they were, are, shall be, or shall have been a director or officer of the Registrant, or are or were serving, shall serve, or shall have served, at the request of the Registrant, as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.2 By-laws of the Registrant (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant dated April 23, 1992 (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.4 The Cordis Corporation Non-Qualified Stock Option Plan. 4.5 The Cordis Corporation Director Non-Qualified Stock Option Plan. 4.6 The Webster Laboratories, Inc. 1992 Stock Plan. 5. Opinion of Joseph S. Orban, Esq. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Joseph S. Orban (included in Exhibit 5). 24.* Power of Attorney.
- --------------- * Previously filed. II-2 5 ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offer thereof; (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (d) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (e) insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Brunswick and State of New Jersey, on the 26th day of February, 1996. JOHNSON & JOHNSON By: /s/ GEORGE S. FRAZZA ------------------------------------ Name: George S. Frazza Title: Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------------ --------------------------- ------------------ * Chairman, Board of February 26, 1996 - ------------------------------------------ Directors and Chief (R.S. Larsen) Executive Officer and Director (Principal Executive Officer) * Vice President, Finance and February 26, 1996 - ------------------------------------------ Director (Principal (C.H. Johnson) Financial Officer) * Controller February 26, 1996 - ------------------------------------------ (J.H. Heisen) * Director February 26, 1996 - ------------------------------------------ (J.W. Black) * Director February 26, 1996 - ------------------------------------------ (G.N. Burrow) * Director February 26, 1996 - ------------------------------------------ (J.G. Cooney) * Director February 26, 1996 - ------------------------------------------ (J.G. Cullen) * Director February 26, 1996 - ------------------------------------------ (P.M. Hawley) * Director February 26, 1996 - ------------------------------------------ (A.D. Jordan)
II-4 7
SIGNATURE TITLE DATE - ------------------------------------------ --------------------------- ------------------ * Director February 26, 1996 - ------------------------------------------ (A.G. Langbo) * Director February 26, 1996 - ------------------------------------------ (J.S. Mayo) * Director February 26, 1996 - ------------------------------------------ (T.S. Murphy) * Director February 26, 1996 - ------------------------------------------ (P.J. Rizzo) * Director February 26, 1996 - ------------------------------------------ (M.F. Singer) * Director February 26, 1996 - ------------------------------------------ (R.B. Smith) * Director February 26, 1996 - ------------------------------------------ (R.N. Wilson) *By: /s/ JOSEPH S. ORBAN - ------------------------------------------ Joseph S. Orban (Attorney-in-Fact)
II-5 8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ------------------------------------------------------------------------------------ 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.2 By-laws of the Registrant (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant dated April 23, 1992 (incorporated by reference to Registrant's Form 10-K Annual Report for the year ended January 3, 1993). 4.4 The Cordis Corporation Non-Qualified Stock Option Plan. 4.5 The Cordis Corporation Director Non-Qualified Stock Option Plan. 4.6 The Webster Laboratories, Inc. 1992 Stock Plan. 5. Opinion of Joseph S. Orban, Esq. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Joseph S. Orban (included in Exhibit 5). 24.* Power of Attorney.
- --------------- * Previously filed. EX-4.4 2 THE CORDIS CORP. NON-QUALIFIED STOCK OPTION PLAN 1 EXHIBIT 4.4 CORDIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE. The purpose of this Non-Qualified Stock Option Plan (the "Plan") is to further the interest of the Company and its shareholders by providing incentives in the form of stock option grants to key employees who contribute materially to the success and profitability of the Company. The grants will recognize and reward outstanding individual performances and contributions and will give such persons a proprietary interest in the Company, thus enhancing their personal interest in the Company and its subsidiaries in attracting and retaining key persons. The options granted under this Plan will be nonstatutory options taxed under Section 83 of the Internal Revenue Code of 1986, as amended. 2. DEFINITIONS. The following definitions shall apply to this Plan: (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Compensation Committee" means the Compensation Committee of the Board of Directors. (d) "Common Stock" means the Common Stock, par value $1.00 per share of the Company or such other class of shares or securities as to which the Plan may be applicable pursuant to Section 10 herein. (e) "Company" means Cordis Corporation. (f) "Date of Grant" means the date on which the Board grants an Option. (g) "Employee" means any person employed on an hourly or salaried basis by the Company or any parent or subsidiary of the Company that now exists or hereafter is organized or acquired by or acquires the Company. (h) "Fair Market Price" shall mean the quoted market price of the Common Stock of the Corporation, which shall, unless otherwise determined by the Board, be the closing price as reported by NASDAQ Over-the-Counter National Market System or the last reported sale price prior to the date as of which such market price is being determined. (i) "Option" means a stock option granted pursuant to the Plan. (j) "Optionee" means an Employee who receives an Option. (k) "Plan" means the Cordis Corporation Non-Qualified Stock Option Plan. (l) "Share" means the Common Stock, as adjusted in accordance with Section 10 of the Plan. (m) "Subsidiary" means any corporation 80% or more of the voting securities of which are owned directly or indirectly by the Company at any time during the existence of this Plan. 3. ADMINISTRATION. This Plan will be administered by the Compensation Committee ("Committee"), the members of which shall be disinterested persons within the meaning of rule 16b-3 under the Securities Exchange Act of 1934 ("1934 Act"). The Committee has the exclusive power to select the participants in this Plan, to establish the terms of the Options granted to each participant, and to make all other determinations necessary or advisable under the Plan. The Committee has the sole and absolute discretion to determine whether the performance of an eligible 2 Employee warrants an award under this Plan, and to determine the amount of the award. The Committee has full and exclusive power to construe and interpret this Plan, to prescribe, amend, and rescind rules and regulations relating to this Plan, and to take all actions necessary or advisable for the Plan's administration. Any such determination made by the Committee will be final and binding on all persons. A member of the Committee will not be liable for performing any act or making any determination in good faith. 4. SHARES SUBJECT TO OPTION. Subject to adjustments as provided for by Section 10 of the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan shall be 2,625,000. Such Shares may be authorized, but unissued, or may be treasury shares. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject to the Option shall, unless the Plan has then terminated, be available for other Options under the Plan. 5. PARTICIPANTS. (a) Eligible Employee. Each officer and key Employee, as the Board in its sole discretion designates, is eligible to participate in this Plan. The Committee's award of an Option to a participant in any year does not require the Committee to award an Option to that participant in any other year. Furthermore, the Committee may award different Options to different participants. The Committee may consider such factors as it deems pertinent in selecting participants and in determining the amount of their Options including, without limitations, (i) the financial condition of the Company or its Subsidiaries; (ii) expected profits for the current or future years; (iii) the contributions of a prospective participant to the profitability and success of the Company or its Subsidiaries; and (iv) the adequacy of the prospective participant's other compensation. Participants may include persons to whom stock, stock options, stock appreciation rights, or other benefits previously were granted under this or another plan of the Company or any Subsidiary, whether or not the previously granted benefits have been fully exercised. (b) No Right of Employment. An Optionee's right, if any, to continue to serve the Company and its Subsidiaries as an officer, Employee, Director or otherwise will not be enlarged or otherwise affected by his designation as a participant under this Plan, and such designation will not in any way restrict the right of the Company or any Subsidiary, as the case may be, to terminate at any time the employment of any participant. 6. OPTION REQUIREMENTS. Each Option granted under this Plan shall satisfy the following requirements: (a) Written Option. An Option shall be evidenced by a written instrument specifying (i) the number of Shares that may be purchased by its exercise, and (ii) such terms and conditions as may be consistent with the Plan as the Committee shall determine. (b) Exercise Price. The exercise price of each Share subject to the Option shall be equal to or greater than the Fair Market Value of the Share on the Option's Date of Grant. (c) Duration of Option. Each Option will expire on the tenth anniversary of its Date of Grant or at such earlier date as is set by the Committee in establishing the terms of the grant for the Option. If an Optionee's employment with the Company terminates before the expiration date for an Option, the Options owned by such Optionee shall expire on the earlier of the dates stated in this subsection or the date stated in subsections (d), (e), (f) or (g) below. (d) Death. In the case of the death of an Optionee, the Option shall expire on the one-year anniversary of the Optionee's death, or if earlier, the date specified in subsection (c) above. During the one-year period following the Optionee's death, the Option may be exercised to the extent it could have been exercised at the time the Optionee died, subject to any adjustments under Section 10 herein. (e) Disability. In the case of the disability of an Optionee and a resulting termination of employment with the Company, the Option shall expire on the one-year anniversary date of the Optionee's last day of 3 employment, or, if earlier, the date specified in subsection (c) above. For purposes of this subsection, an Optionee will be considered disabled if he is totally and permanently disabled within the meaning of Code Section 105(d)(4). During the one-year period following the Optionee's termination of employment by reason of disability, the Option may be exercised as to the number of Shares for which it could have been exercised at the time the Optionee became disabled, subject to any adjustments under Section 10 herein. (f) Retirement. If the Optionee's service terminates by reason of normal retirement under the Cordis Corporation Retirement Plan, the Option will expire ninety days after the last day of employment, or, if earlier, on the date specified in subsection (c) above. During the ninety day period following the Optionee's retirement as described in this subsection, the Option may be exercised as to the number of Shares for which the Option could have been exercised on the retirement date, subject to any adjustment under Section 10 herein. (g) Termination of Services. If the Optionee ceases employment for any reason other than death, disability or retirement of the Optionee (as described above), all Options held by the Optionee shall remain exercisable for a period of three months from the date of cessation of employment to the extent it was exercisable at the time of cessation of employment, and thereafter all such options shall terminate together with all rights hereunder, to the extent not previously exercised. Notwithstanding the provisions of this paragraph, however, if the Optionee shall be discharged for cause (which shall be defined as participation in conduct during employment consisting of fraud, felony, willful misconduct or commission of any act which causes or may reasonably be expected to cause substantial damage to the Company) each Option to the extent not previously exercised shall terminate at once. (h) Change of Control. If the Company undergoes a change of control as defined in this subsection, all Options outstanding on the date of the change in control shall be 100% vested, notwithstanding the requirements of subsection (j) below. For this purpose, a "change of control" means the following: (i) The acquisition by any person of direct or indirect beneficial ownership of the Company's outstanding voting securities in a quantity sufficient to cause a change in the composition of the Company's Board of Directors. For purposes of this provision, the term "person" means any group, corporation, partnership, association, trust (other than any trust holding stock for the account of Employees of the Company pursuant to any stock purchase, ownership or employee benefit plan of the Company), business entity, estate, or natural person, and "beneficial ownership" means the direct or indirect power to vote or to direct the voting of the security or the direct or indirect power to dispose or direct the disposition of the security. (ii) Completion of a tender offer or exchange offer for and acquisition of 50% or more of the voting securities of the Company that is required to be reported by the offeror to the Securities and Exchange Commission pursuant to Section 14(d) of the Securities Exchange Act of 1934 and the regulations promulgated thereunder. (iii) The merger or consolidation of the Company with or into another corporation, other than a wholly-owned subsidiary of the Company, or to transfer all or substantially all of the assets of the Company, other than to a wholly-owned subsidiary of the Company. (i) Conditions Required for Exercise. Options granted under this Plan shall be exercisable only to the extent they are vested as described in subsection (j) below. In addition, each Option issued under the Plan is exercisable only if the issuance of Shares pursuant to the exercise would be in compliance with applicable securities laws, as contemplated by Section 8 of the Plan. (j) Vesting of Option. Options granted under the Plan shall not vest, in whole or in part, until one year after the date of grant. Unless otherwise provided by the Board on the grant of an Option, an Optionee's interest in the Option shall be thereafter fully vested one year from the date of the grant. To the extent an Option is either unexercisable or unexercised, the unexercised portion shall accumulate until the Option both becomes exercisable and is exercised, until the expiration date of the Option. The Committee may accelerate the vesting of any Option at any time including, if applicable, after termination of the Optionee's employment by reason of death, disability, retirement, or termination of employment. 4 (k) Other Benefits. Each grant of an Option may be accompanied by the grant of any other benefit chosen by the Committee so long as the benefit is not inconsistent with the terms of this Plan. 7. METHOD OF EXERCISE. An Option granted under this Plan shall be deemed exercised when the person entitled to exercise the Option (a) delivers written notice to the Secretary of the Company of the decision to exercise, (b) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to the exercise, and (c) complies with such other reasonable requirements as the Board or Committee establishes pursuant to Section 8 of the Plan. Payment for Shares with respect to which an Option is exercised may be made in cash or check. No person will have the rights of a shareholder with respect to Shares subject to an Option granted under this Plan until a certificate or certificates for the Shares have been delivered to him. An Option granted under this Plan may be exercised in increments of not less than 100 shares, or, if less, the full number of Shares remaining subject to the Option. A partial exercise of an Option will not affect the holder's right to exercise the Option from time-to-time in accordance with this Plan as to the remaining Shares subject to the Option. 8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The Company, if necessary or desirable, may pay or withhold the amount of any tax attributable to any Shares deliverable under this Plan, and the Company may defer making delivery or payment until it is indemnified to its satisfaction for that tax. Options are exercisable, and Shares can be delivered under this Plan, only in compliance with all applicable federal and state laws and regulations, including without limitation, state and federal securities laws, and the rules of all stock exchanges on which the Company's stock is listed at any time. An Option is exercisable only if either (a) a registration statement pertaining to the Shares to be issued upon exercise of the Option has been filed with and declared effective by the Securities and Exchange Commission and remains effective on the date of exercise, or (b) an exemption from the registration requirements of applicable securities laws is available. This Plan does not require the Company, however, to file such a registration statement or to assure the availability of such exemptions. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements, and shall be subject to such transfer restrictions, as the Board or Committee deems advisable to assure compliance with federal and state laws and regulations and with the requirements of this Section. Each Option may not be exercised, and Shares may not be issued under this Plan, until the Company has obtained the consent or approval of every regulatory body, federal or state, having jurisdiction over such matters as the Board deems advisable. Each person who acquires the right to exercise an Option by bequest or inheritance may be required by the Committee to furnish reasonable evidence of ownership of the Option as a condition to his exercise of the Option. In addition, the Committee may require such consents and releases of taxing authorities as the Committee deems advisable. 9. ASSIGNABILITY. An Option granted under this Plan is not transferable except by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986. During the lifetime of an Optionee, his Options are exercisable only by him or by a transferee pursuant to a qualified domestic relations order. 10. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering, or other expansion or contraction of the Common Stock of the Company occurs, the number and class of Shares for which Options are authorized to be granted under this Plan, the number and class of Shares then subject to Options previously granted under this Plan, and the price per Share payable upon exercise of each Option outstanding under this Plan shall be equitably adjusted by the Board to reflect such changes. To the extent deemed equitable and appropriate by the Board, subject to 5 any required action by stockholders, in any merger, consolidation, reorganization, liquidation or dissolution, any Option granted under the Plan shall pertain to the securities and other property to which a holder of the number of Shares of stock covered by the Option would have been entitled to receive in connection with such event. 11. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary that is in existence or hereafter comes into existence, shall not be liable to any person for any tax consequences expected but not realized by an Optionee or other person due to the exercise of an Option. 12. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or terminate this Plan from time to time without approval of the shareholders. Any amendment that alters the terms or provision of an Option granted before the amendment (unless the alteration is expressly permitted under this Plan) will be effective only with the consent of the Optionee to whom the Option was granted or the holder currently entitled to exercise it. 13. EXPENSES OF PLAN. The Company shall bear the expenses of administering the Plan. 14. DURATION OF PLAN Options may be granted under this Plan only during the 10 years immediately following the effective date of this Plan. 15. APPLICABLE LAW. The validity, interpretation, and enforcement of this Plan are governed in all respects by the laws of the State of Florida and the United States of America. 16. COMPLIANCE WITH RULE 16B-3. With respect to participants who are subject to Section 16 of the Securities Exchange Act of 1934, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under Section 16. Any provision of this Plan which does not comply with an applicable condition of the rule shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. 17. EFFECTIVE DATE. The effective date of this Plan shall be the date on which the Board adopts the Plan. Adopted by the Board of Directors on August 31, 1987. Amended by the Board of Directors on April 5, 1988, June 29, 1989, June 5, 1990, August 25, 1992 and August 23, 1994 EX-4.5 3 CORDIS CORP. DIRECTOR NON-QUALIFIED SOP 1 EXHIBIT 4.5 CORDIS CORPORATION DIRECTOR NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE. The purpose of this Director Non-Qualified Stock Option Plan (the "Plan") is to further the interest of the Company and its shareholders by providing incentives in the form of stock option grants to Directors of the Corporation. The grants will recognize the expertise and contributions provided to the Corporation by the members of the Board of Directors and provide the Directors with a proprietary interest in the Company, thus enhancing their personal interest in the Company's continued success and progress. This program will also assist the Company in attracting and retaining individuals with a high level of competence and ability to contribute to the governance and management of the Company. The options granted under this Plan will be nonstatutory options taxed under Section 83 of the Internal Revenue Code of 1986, as amended. 2. DEFINITIONS. The following definitions shall apply to this Plan: (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Common Stock" means the Common Stock, par value $1.00 per share of the Company or such other class of shares or securities as to which the Plan may be applicable pursuant to Section 11 herein. (d) "Company" means Cordis Corporation. (e) "Date of Grant" means the date on which an option to purchase Common Stock of the Company is granted pursuant to this Plan. (f) "Director" means an individual appointed to the Board of Directors and awaiting election and qualification by the shareholders of the Corporation or an individual who is duly elected and qualified by the shareholders of the Corporation as a member of the Board of Directors. (g) "Fair Market Price" shall mean the quoted market price of the Common Stock of the Corporation, which shall, unless otherwise determined by the Board, be the closing price as reported by NASDAQ Over-the Counter National Market System or the last reported sale price prior to the date as of which such market price is being determined. (h) "Option" means a Stock Option granted pursuant to the Plan. (i) "Optionee" means a Director who receives an Option. (j) "Plan" means the Cordis Corporation Director Non-Qualified Stock Option Plan. (k) "Share" means the Common Stock, as may, from time to time, be adjusted in accordance with Section 11 of the Plan. 3. ADMINISTRATION. This Plan will be administered by the Compensation Committee of the Board ("Committee"). A majority of the Committee constitutes a quorum for the purposes of administering the Plan, and all determinations of the Committee shall be made by a majority of the members present at a meeting at which a quorum is present or by the unanimous written consent of the members of the Committee. 2 The Committee has full and exclusive power to construe and interpret this Plan, to prescribe, amend, and rescind rules and regulations relating to this Plan, and to take all actions necessary or advisable for the Plan's administration. Any such determination made by the Committee will be final and binding on all persons. A member of the Committee will not be liable for performing any act or making any determination in good faith. 4. SHARES SUBJECT TO OPTION. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan shall be 200,000. Such Shares may be authorized, but unissued, or may be treasury shares. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject to the Option shall, unless the Plan has then terminated, be available for other Options under the Plan. 5. PARTICIPANTS. Each Director on the Board of Directors of the Company who is not also an employee of the Company is eligible to participate in this Plan. 6. OPTION GRANTS. Each year, on July 1 of such year, for the duration of this Plan, each Director shall receive a grant of the option to purchase two thousand (2,000) shares of the Common Stock of the Company, subject to the Option Requirements set forth in the following Section 7. 7. OPTION REQUIREMENTS. Each Option granted under this Plan shall satisfy the following requirements: (a) Written Option. An Option shall be evidenced by a written instrument specifying (i) the number of Shares that may be purchased by its exercise, and (ii) such other terms and conditions as may be consistent with the Plan. (b) Exercise Price. The exercise price of such Share subject to the Option shall be equal to the Fair Market Value of the Share at the Option's Date of Grant. (c) Duration of Option. Each Option will expire on the tenth anniversary of its Date of Grant. If an Optionee's service as a member of the Board of Directors of the Company terminates before the expiration date for an Option, the Option owned by such Optionee shall expire on the earlier of the dates stated in this subsection or the date stated in subsections (d), (e), (f) or (g) below. (d) Death. In the case of the death of an Optionee, all outstanding Options will become exercisable on the date of death of such Optionee, and thereafter, be available for exercise for a period of one year from the date of death, subject to any adjustments under Section 11 herein. (e) Disability. In the case of the disability of an Optionee and a resulting termination of service on the Board of Directors of the Company, the outstanding Options of such Optionee will continue to vest during the period of disability and will terminate in accordance with each such Option's original term during such period, subject to any adjustments under Section 11 herein. For the purposes of this subsection, an Optionee will be considered disabled if he or she is permanently disabled to the extent that it is impossible for such Optionee to perform the normal functions expected and required of a Director of the Company. All such determinations of disability shall be in the sole discretion of the Board and the Board's determination of such disability shall be final and binding on any Optionee for the purposes of this Plan. (f) Retirement. If the Optionee's service as a Director on the Board of Directors of the Company terminates by reason of normal retirement under and pursuant to the Cordis Corporation Director Retirement Plan, the unexercised Options of such retired Directors outstanding at the time of retirement will continue to vest subsequent to the Director's retirement and such options will terminate in accordance with their original term, subject to any adjustment under Section 11 herein. 3 (g) Termination of Services. If the Optionee ceases service on the Board of Directors of the Company for any reason other than death, disability or retirement of the Optionee (as described above), any Options held by the Optionee shall remain exercisable for a period of three months from the date of cessation of service on the Board of Directors to the extent it was exercisable at the time of cessation of service on the Board of Directors, and thereafter all such options shall terminate together with all rights hereunder, to the extent such options were not previously exercised. If, however, such cessation of service occurs after age sixty-five, any Option held by the Optionee shall remain exercisable for a period of one year from the date of cessation of service on the Board of Directors to the extent it was exercisable at the time of such cessation of service, and thereafter, all such options shall terminate together with all rights hereunder, to the extent such options were not previously exercised. Notwithstanding the provisions of the paragraph, however, if the Optionee shall be removed from service on the Board of Directors for cause (which shall be defined as participation in conduct during service on the Board consisting of fraud, felony, willful misconduct or commission of any act which causes or may reasonably be expected to cause substantial damage to the Company) each Option to the extent not previously exercised shall terminate at once. (h) Change of Control. If the Company undergoes a change of control as defined in this subsection, all Options outstanding on the date of the change in control shall be 100% vested, notwithstanding the requirements of subsection (j) below. For this purpose, a "change of control" means the following: (i) The acquisition by any person of direct or indirect beneficial ownership of the Company's outstanding voting securities in a quantity sufficient to cause a change in the composition of the Company's Board of Directors. For purposes of this provision, the term "person" means any group, corporation, partnership, association, trust (other than any trust holding stock for the account of Employees of the Company pursuant to any stock purchase, ownership or employee benefit plan of the Company), business entity, estate, or natural person, and "beneficial ownership" means the direct or indirect power to vote or to direct the voting of the security or the direct or indirect power to dispose or direct the disposition of the security. (ii) Completion of a tender offer or exchange offer for and acquisition of 50% or more of the voting securities of the Company that is required to be reported by the offeror to the Securities and Exchange Commission pursuant to Section 14(d) of the Securities Exchange Act of 1934 and the regulations promulgated thereunder. (iii) The merger or consolidation of the Company with or into another corporation, other than a wholly-owned subsidiary of the Company, or the transfer of all or substantially all of the assets of the Company, other than to a wholly-owned subsidiary of the Company. (i) Conditions Required for Exercise. Options granted under this Plan shall be exercisable only to the extent they are vested as described in subsection (j) below. In addition, each Option issued under the Plan is exercisable only if the issuance of Shares pursuant to the exercise would be in compliance with applicable securities laws, as contemplated by Section 9 of the Plan. (j) Vesting of Option. Options granted under the Plan shall not vest, in whole or in part, until one year after the date of grant, except as provided in subsection (d). (k) Other Benefits. Each grant of an Option may be accompanied by the grant of any other benefit so long as the other benefit is not inconsistent with the terms of this Plan. 8. METHOD OF EXERCISE. An Option granted under this Plan shall be deemed exercised when the Director entitled to exercise the Option (a) delivers written notice to the Secretary of the Company of the decision to exercise, (b) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to the exercise, and (c) complies with such other reasonable requirements as the Board establishes pursuant to Section 7 of the Plan. Payment for Shares with respect to which an Option is exercised may be made in cash or check. No person will have the rights of a shareholder with respect to Shares subject to an Option granted under this Plan until a certificate for the Shares has been delivered to him. 4 An Option granted under this Plan may be exercised in increments of not less than 100 shares, or, if less, the full number of Shares remaining subject to the Option. A partial exercise of an Option will not affect the holder's right to exercise the Option from time-to-time in accordance with this Plan as to the remaining Shares subject to the Option. 9. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The Company, if necessary or desirable, may pay or withhold the amount of any tax attributable to any Shares deliverable under this Plan, and the Company may defer making delivery or payment until it is indemnified to its satisfaction for that tax. Options are exercisable, and Shares can be delivered under this Plan, only in compliance with all applicable federal and state laws and regulations, including, without limitation, state and federal securities laws, and the rules of all stock exchanges on which the Company's stock is listed at any time. An Option is exercisable only if either (a) a registration statement pertaining to the Shares to be issued upon exercise of the Option has been filed with and declared effective by the Securities and Exchange Commission and remains effective on the date of exercise, or (b) an exemption from the registration requirements of applicable securities laws is available. This Plan does not require the Company, however, to file such a registration statement or to assure the availability of such exemptions. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements, and shall be subject to such transfer restrictions, as the Board deems advisable to assure compliance with federal and state laws and regulations and with the requirements of this Section. Each Option may not be exercised, and Shares may not be issued under this Plan, until the Company has obtained the consent or approval of every regulatory body, federal or state, having jurisdiction over such matters as the Board deems advisable. Each person who acquires the right to exercise an Option by bequest or inheritance may be required by the Board to furnish reasonable evidence of ownership of the Option as a condition to his exercise of the Option. In addition, the Board may require such consents and releases of taxing authorities as the Board deems advisable. 10. ASSIGNABILITY. An Option granted under this Plan is not transferable except by will or the laws of descent and distribution. During the lifetime of an Optionee, his Options are exercisable only by him. 11. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other expansion or contraction of the Common Stock of the Company occurs, the number and class of Shares for which Options are authorized to be granted under this Plan, the number and class of Shares then subject to Options previously granted under this Plan, and the price per Share payable upon exercise of each Option outstanding under this Plan shall be equitably adjusted by the Board to reflect such changes. To the extent deemed equitable and appropriate by the Board, subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation or dissolution, any Option granted under the Plan shall pertain to the securities and other property to which a holder of the number of Shares of stock covered by the Option would have been entitled to receive in connection with such event. 12. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary that is in existence or hereafter comes into existence, shall not be liable to any person for any tax consequences expected, but not realized by an Optionee or other person due to the exercise of an Option. 13. AMENDMENT AND TERMINATION OF PLAN. The Board may terminate this Plan without approval of the shareholders. However, any alteration or amendment of this Plan may only be made with the approval of the shareholders. Any amendment that alters 5 the terms or provision of an Option granted before the amendment (unless the alteration is expressly permitted under this Plan) will be effective only with the consent of the Optionee to whom the Option was granted or the holder currently entitled to exercise it. 14. EXPENSES OF PLAN. The Company shall bear the expenses of administering the Plan. 15. DURATION OF PLAN. Options may be granted under this Plan only during the 10 years immediately following the effective date of this Plan. 16. APPLICABLE LAW. The validity, interpretation, and enforcement of this Plan are governed in all respects by the laws of the State of Florida and the United States of America. 17. EFFECTIVE DATE. The effective date of this Plan shall be the date on which the Board adopts the Plan. Adopted by the Board of Directors on June 5, 1990 and approved by the shareholders on October 23, 1990. Amendments subsequently adopted by the Board in June and August 1993 and approved by the shareholders in October, 1993. EX-4.6 4 THE WEBSTER LABORATORIES, INC. 1992 STOCK PLAN 1 EXHIBIT 4.6 WEBSTER LABORATORIES, INC. 1992 STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this 1992 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan. (e) "Common Stock" means the Common Stock of the Company. (f) "Company" means Webster Laboratories, Inc., a California corporation. (g) "Consultant" means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, and any director of the Company whether compensated for such services or not, provided that if and in the event the Company registers any class of any equity security pursuant to the Exchange Act, the term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director's fee by the Company. (h) "Continuous Status as an Employee" means the absence of any interruption or termination of the employment relationship by the Company or any Subsidiary. Continuous Status as an Employee shall not be considered interrupted in the case of: (i) sick leave; (ii)military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or its successor. (i) "Employee" means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported, as quoted on such system or 2 exchange, or the exchange with the greatest volume of trading in Common Stock) for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. (l) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (m) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. (n) "Option" means a stock option granted pursuant to the Plan. (o) "Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right. (p) "Optionee" means an Employee or Consultant who receives an Option or a Stock Purchase Right. (q) "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code. (r) "Plan" means this 1992 Stock Plan. (s) "Restricted Stock"means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below. (t) "Share"means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. (u) "Stock Purchase Right"means the right to purchase Common Stock pursuant to Section 11 below. (v) "Subsidiary"means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of shares that may be optioned and sold under the Plan is 1,066,667 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. 4. ADMINISTRATION OF THE PLAN. (a) Procedure. (i) Administration With Respect to Directors and Officers. With respect to grants of Options or Stock Purchase Rights to Employees who are also officers or directors of the Company, the Plan shall be administered by (A) the Board if the Board may administer the Plan in compliance with Rule 16b-3 promulgated under the Exchange Act or any successor thereto ("Rule 16b-3") with respect to a plan intended to qualify thereunder as a discretionary plan, or (B) a committee designated by the Board to administer the Plan, which committee shall be constituted in such a manner as to permit the Plan to comply with Rule 16b-3 with respect to a plan intended to qualify thereunder as a discretionary plan. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the committee and appoint 3 additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the committee and thereafter directly administer the Plan, all to the extent permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as a discretionary plan. (ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be administered by different bodies with respect to directors, non-director officers and Employees who are neither directors nor officers. (iii) Administration With Respect to Consultants and Other Employees. With respect to grants of Options or Stock Purchase Rights to Employees or Consultants who are neither directors nor officers of the Company, the Plan shall be administered by (A) the Board or (B) a committee designated by the Board, which committee shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of incentive stock option plans, if any, of California corporate and securities laws, of the Code and of any applicable stock exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws. (b) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any stock exchange upon which the Common Stock is listed, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan; (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights may from time to time be granted hereunder; (iii) to determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each such award granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder; (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 9(f) instead of Common Stock; and (viii) to determine the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such Stock Purchase Rights. (c) Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options or Stock Purchase Rights. 5. ELIGIBILITY. (a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he is otherwise eligible, be granted additional Options or Stock Purchase Rights. 4 (b) Each Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. (c) For purposes of Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. (d) The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such Optionee's right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. 6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company as described in Section 19 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 15 of the Plan. 7. TERM OF OPTION. The term of each Option shall be the term stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 8. OPTION EXERCISE PRICE AND CONSIDERATION. (a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of Nonstatutory Stock Option (A) granted to a person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of the grant. (B) granted to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares that (x) in the case of Shares acquired upon exercise of an Option, have been owned by 5 the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price, (7) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other consideration and method of payment for the issuance of Shares to the extent permitted under Applicable Laws. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 9. EXERCISE OF OPTION. (a) Procedure for Exercise Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Termination of Employment. In the event of termination of an Optionee's consulting relationship or Continuous Status as an Employee with the Company (as the case may be), such Optionee may, but only within three (3) months (or such other period of time not less than thirty (30) days as is determined by the Board, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding three (3) months) after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of such termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee's consulting relationship or Continuous Status as an Employee as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. 6 (d) Death of Optionee. In the event of the death of an Optionee, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee was entitled to exercise the Option at the date of death. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. (e) Rule 16b-3. Options granted to persons subject to Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. (f) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 10. STOCK PURCHASE RIGHTS. (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which price shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer), and the time within which such person must accept such offer, which shall in no event exceed thirty (30) days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right shall be referred to herein as "Restricted Stock." (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid in cash or cancellation of purchase money indebtedness for the Shares. The repurchase option shall lapse at such rate as the Committee may determine. (c) Other Provisions. The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock purchase agreements need not be the same with respect to each purchaser. (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 11. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. At the discretion of the Administrator, Optionees may satisfy withholding obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with an Option or Stock Purchase Right, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares that (a) in the case of Shares previously acquired from the Company, 7 have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, or (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, or the Shares to be issued in connection with the Stock Purchase Right, if any, that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares of the Option or Stock Purchase Right as to which the election is made; (c) all elections shall be subject to the consent or disapproval of the Administrator; (d) if the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. In the event the election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Rights, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. 8 (c) Merger. In the event of a merger of the Company with or into another corporation, the Option or Stock Purchase Right shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. 13. NON-TRANSFERABILITY OF OPTIONS, STOCK PURCHASE RIGHTS AND RESTRICTED STOCK. The Option, Stock Purchase Rights or Restricted Stock may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised or purchased during the lifetime of the Optionee, Stock Purchase Rights Holder or Restricted Stock Purchaser only by the Optionee, Stock Purchase Rights Holder or Restricted Stock Purchaser. 14. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant of an Option or Stock Purchase Right shall, for all purpose, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Board. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 15. AMENDMENT AND TERMINATION OF THE PLAN. (a) Amendment and Termination. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of the NASD or an established stock exchange), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 16. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 17. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 9 18. AGREEMENTS. Options and Stock Purchase Rights shall be evidenced by written agreements in such form as the Board shall approve from time to time. 19. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any stock exchange upon which the Common Stock is listed. 20. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide to each Optionee and to each individual who acquired Shares Pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares, (i) copies of all annual reports and other information which are provided to all shareholders of the Company and (ii) at least annually, financial statements of the Company, including a statement of operations for the most recent fiscal year and a balance sheet as of the end of such fiscal year. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. EX-5 5 OPINION OF JOSEPH S. ORBAN, ESQ. 1 EXHIBIT 5 February 26, 1996 Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Ladies and Gentlemen: I am Associate General Counsel of Johnson & Johnson, a New Jersey corporation (the "Company"), and I am familiar with the post-effective amendment (the "Post-Effective Amendment") on Form S-8 to the Company's registration statement on Form S-4 (Registration Number 333-391-01) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Post-Effective Amendment relates to 1,161,132 shares of the Company's Common Stock, par value $1.00 per share (the "Shares"), which will be issuable upon the exercise of stock options granted under The Cordis Corporation Non-Qualified Stock Option Plan, The Cordis Corporation Director Non-Qualified Stock Option Plan and the Webster Laboratories, Inc. 1992 Stock Plan (together, the "Plans"), which have been assumed by the Company in connection with the merger of JNJ Merger Corp., a Florida corporation and a wholly-owned subsidiary of the Company ("JNJ"), into Cordis Corporation, a Florida corporation ("Cordis"), pursuant to the terms of an Agreement and Plan of Merger dated as of November 12, 1995 (the "Merger Agreement") among the Company, JNJ and Cordis. I have reviewed the Company's Restated Certificate of Incorporation and By-Laws and such other corporate records 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 on the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that the Shares when issued and delivered in accordance with the terms of the options issued under the Plans, as assumed by the Company pursuant to the Merger Agreement, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, /s/ JOSPEH S. ORBAN -------------------------------------- JOSEPH S. ORBAN EX-23.1 6 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement No. 333-391-01, Post-Effective Amendment No. 1 on Form S-8 to Form S-4, of our reports dated January 23, 1995, on our audits of the consolidated financial statements and financial statement schedule of Johnson & Johnson and subsidiaries, which are included or incorporated by reference in the Annual Report of Johnson & Johnson and subsidiaries on Form 10-K for the fiscal year ended January 1, 1995. COOPERS & LYBRAND L.L.P. New York, New York February 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----