UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): January 14,
2008
(Exact
name of registrant as specified in its charter)
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New
Jersey
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I-3215
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22-1024240
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Johnson & Johnson Plaza, New
Brunswick, New Jersey 08933
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: 732-524-0400
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or
By-Laws.
On
January 14, 2008, the Board of Directors of Johnson & Johnson (the
"Company") approved an amendment to Section 2 of Article I of the Company's
amended By-Laws to permit record holders of at least 25% of the outstanding
shares of stock of the Company entitled to vote to cause a special meeting
of
stockholders to be held. The amendment further provides that, if the Company's
Board of Directors determines in good faith that the business specified
in the
stockholders' request will be included in an upcoming annual meeting of
stockholders within 90 days after receipt of the request, the special meeting
will not be held. Previously, the Company's stockholders were not
empowered to cause a special meeting of stockholders to be held, except
as
provided by New Jersey law.
The
amendment to the By-Laws is effective January 14, 2008. The amended
By-Laws of the Company reflecting this amendment are filed as Exhibit 3.1
to
this report.
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Johnson & Johnson | |||
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(Registrant)
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Date:
January 15, 2008
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By:
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/s/ Steven M. Rosenberg | |
| Steven M. Rosenberg | |||
| Secretary | |||
EXHIBIT
INDEX
Exhibit
No.
Description
3.1
Johnson & Johnson By-Laws as amended January 14, 2008