JOHNSON & JOHNSON — Regulatory Filings 2007

Nov 9, 2007

8-A12B 1 form8-a12b.htm FORM 8-A form8-a12b.htm Licensed to: Cravath Swaine & Moore LLP Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

JOHNSON & JOHNSON

(Exact name of registrant as specified in its charter)

| New
Jersey (State
of Incorporation) | 22-1024240 (I.R.S.
Employer Identification
No.) |
| --- | --- |
| One
Johnson & Johnson Plaza, New Brunswick ,
NJ | 08933 |
| (Address
of principal executive offices) | (Zip
Code) |
| Securities
to be registered pursuant to Section 12(b) of the
Act: | |
| Title
of each class to
be so registered | Name
of each exchange on which each class is to be
registered |
| 4.75%
Notes Due 2019 | New
York Stock Exchange, Inc. |
| 5.50%
Notes Due 2024 | New
York Stock Exchange, Inc. |

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), please check the following box. o

Securities Act registration statement file number to which this form relates: 333-100853

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

2

Item 1. Description of Registrant’s Securities to be Registered.

The description of the securities to be registered is contained in the Prospectus Supplement dated October 30, 2007, and the Prospectus dated November 13, 2006, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on November 1, 2007, each of which form a part of the Registrant’s Registration Statement on Form S-3 (No. 333-138649), and is incorporated herein by reference.

Item 2. Exhibits.

I. The following exhibits are filed with the Commission and the New York Stock Exchange, Inc.:

2.1 - Form of the Registrant’s 4.75% Notes Due 2019.

2.2 - Form of the Registrant's 5.50% Notes Due 2024.

2.3 - Indenture dated as of September 15, 1987, between the Registrant and The Bank of New York Trust Company, N.A, as Trustee (incorporated by reference to Registration Statement on Form S-3 (No. 333-138649)).

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

| JOHNSON
& JOHNSON |
| --- |
| (Registrant) |

| By: |
| --- |
| Name:
John
A.
Papa |
| Title:
Treasurer |

Date: November 9, 2007