-----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, A5Xxk3zwcuN+dxQt2Fups9/IPH2EGlP7pDzf1DRNe0/ljspfxhgL+3joWjVuOzDd rf9+Te9cgvXk5CiT7l9SHw== 0000950123-98-002482.txt : 19980313 0000950123-98-002482.hdr.sgml : 19980313 ACCESSION NUMBER: 0000950123-98-002482 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980312 SROS: NYSE GROUP MEMBERS: JOHNSON & JOHNSON GROUP MEMBERS: JOHNSON & JOHNSON DEVELOPMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39444 FILM NUMBER: 98564069 BUSINESS ADDRESS: STREET 1: 3696 HAVEN AVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 415-366-2626 MAIL ADDRESS: STREET 2: 3696 HAVEN AVENUE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 9085240400 SC 13D/A 1 AMENDED SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* ADVANCED POLYMER SYSTEMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 007546-10-2 (CUSIP Number) James J. Bergin, Esq. Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 (723) 524-2383 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages 2 SCHEDULE 13D CUSIP NO. 007546-10-2 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Johnson & Johnson 22-1024240 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,422,101 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,422,101 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,422,101 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.44% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 007546-10-2 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Johnson & Johnson Development Corporation 22-2007137 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,422,101 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,422,101 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,422,101 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.44% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 CUSIP 007546-10-2 Page 4 of 6 Pages This Statement amends Items 4 and 5 of the Statement on Schedule 13D relating to shares of the Common Stock, par value $.01 (the "Common Stock") of Advanced Polymer Systems, Inc., a Delaware corporation (the "Company"), filed by Johnson & Johnson ("J&J") and by Johnson & Johnson Development Corporation ("JJDC"), each a New Jersey corporation, on September 2, 1992, as previously amended (the "Schedule 13D"). Capitalized terms, not otherwise defined herein have the same meanings as set forth in the Schedule 13D. Item 4. Purpose of Transaction: Item 4 of the Schedule 13D is hereby amended by adding the following: For the period commencing February 5, 1998 through the date of this Amendment No. 2 of the Schedule 13D, JJDC sold a total of 733,006 shares of the outstanding Common Stock of the Company in open market transactions. For additional information, see Item 5. Item 5. Interest in Securities of the Issuer: Item 5 is hereby deleted and replaced with the following: (a) The 1,422,101 shares of Common stock beneficially owned by JJDC as of the date hereof represent approximately 7.44% of the 19,106,372 shares of Common Stock outstanding as of September 31, 1997 as set forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 31, 1997. Included in the above amount are 432,101 shares of Common Stock issued by the Company to JJDC on March 18, 1996. A warrant to purchase 200,000 shares of Common Stock previously referred to expired on May 12, 1996. (b) J&J and JJDC each have shared power to vote and shared power to dispose of all shares described in paragraph (a) above. (c) Set forth below is a list of the transactions in shares of the Common Stock effected by JJDC in the past sixty days:
JJDC SALES SHARES SOLD SALE PRICE 2/5/98 25,000 7.0000 2/6/98 25,000 7.0625 2/9/98 15,000 7.0625
5 CUSIP 007546-10-2 Page 5 of 6 Pages 2/10/98 25,000 7.0000 2/11/98 25,000 7.0000 2/12/98 10,000 7.0625 2/13/98 10,000 7.0625 2/18/98 5,000 7.0625 2/19/98 10,000 7.0625 2/20/98 15,000 7.0625 2/25/98 10,000 7.0000 3/3/98 40,000 7.0000 3/9/98 33,000 6.8750 3/10/98 475,006 6.8750 3/10/98 10,000 7.3125 TOTAL 733,006
To the best knowledge of J&J and JJDC, no director or executive officer of J&J or JJDC beneficially owns any shares of Common Stock or other securities of the Company. Neither J&J nor JJDC is aware of any transaction in such securities during the past sixty (60) days by any of its executive officers or directors. (d) Not applicable. (e) Not applicable. 6 CUSIP 007546-10-2 Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JOHNSON & JOHNSON By: /s/ P. S. Galloway Name: Peter S. Galloway Title: Secretary Dated: March 12, 1998 JOHNSON & JOHNSON DEVELOPMENT CORPORATION By: /s/ P. S. Galloway Name: Peter S. Galloway Title: Secretary Dated: March 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----