8-K

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 6, 2009

MENTOR CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota
(State or Other Jurisdiction of
Incorporation) 001-31744
(Commission
File Number) 41-0950791
(I.R.S. Employer
Identification Number)

201 Mentor Drive
Santa Barbara, California 93111
(Address of Principal Executive Offices) (Zip Code)

(805) 879-6000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-2.1: LETTER AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement.

Letter Agreement

     As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2008, on December 1, 2008, Mentor Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”) and Maple Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of Johnson & Johnson (“Merger Sub”). The Merger Agreement provides for a tender offer (the “Offer”) by Merger Sub for all of the outstanding shares of the Company’s Common Stock, par value $0.10 per share. The Merger Agreement further provides that the Offer will be followed by the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. The Offer commenced on December 12, 2008 and was initially scheduled to expire at 12:00 midnight, New York City time, on January 12, 2009.

     On January 6, 2009, the Company, Johnson & Johnson and Merger Sub entered into a Letter Agreement which amended the Merger Agreement to provide that Merger Sub will extend the Offer until 5:00 p.m., New York City time, on January 16, 2009, unless further extended. The Letter Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1 Letter Agreement, dated as of January 6, 2009, by and among Johnson & Johnson, Maple Merger Sub, Inc., and Mentor Corporation.

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.

	Mentor Corporation
Date: January 7, 2009	/s/ Joseph A. Newcomb
	Joseph A. Newcomb
	Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Letter Agreement, dated as of January 6, 2009, by and among Johnson & Johnson, Maple Merger Sub, Inc., and Mentor Corporation.

EX-2.1

Exhibit 2.1

January 6, 2009

Johnson & Johnson
Maple Merger Sub, Inc.
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Attention: Office of the General Counsel

Ladies and Gentlemen:

     Reference is made to the Agreement and Plan of Merger dated as of December 1, 2008 (the “Merger Agreement”), by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Maple Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Mentor Corporation, a Minnesota corporation (the “Company”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

     As the parties to the Merger Agreement are aware, the Offer, which was commenced on December 12, 2008, is scheduled to expire at 12:00 midnight, New York City time, on January 12, 2009. The Company hereby acknowledges and agrees to the extension of the Offer until 5:00 pm, New York City time, on January 16, 2009. Except as expressly set forth herein, the terms and conditions of the Merger Agreement (including, for the avoidance of doubt, the rights and obligations of Parent and Merger Sub to further extend the Offer as provided in the Merger Agreement) shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof and until the Offer may be further extended pursuant to the terms of the Merger Agreement, any reference in the Merger Agreement to the “Expiration Date” shall mean the Expiration Date as hereby extended.

Very truly yours, MENTOR CORPORATION,
by	/s/ Joseph A. Newcomb
	Name:	Joseph A. Newcomb
	Title:	Vice President

Johnson & Johnson
January 6, 2009
Page 2

Accepted and agreed to as of
the date first written above:

JOHNSON & JOHNSON,

by	/s/ Allen Y. Kim
	Name: Allen Y. Kim Title: Attorney-in-Fact

MAPLE MERGER SUB, INC.,

by	/s/ Richard D. Gooding
	Name: Richard D. Gooding Title: Vice President

Copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Attention: Robert I. Townsend, III, Esq.
                  Damien R. Zoubek, Esq.

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