SC 13G/A 1 s13ga_021204.txt SCHEDULE 13G, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Protein Polymer Technologies, Inc. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------------------------ (Title of Class of Securities) 743697 10 4 ------------------------------------------------------------------------------ (CUSIP Number) December 31, 2003 ----------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ---------------- 1The 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 743697 10 4 Page 2 of 5 Pages ________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Johnson & Johnson 22-1024240 ________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ________________________________ 3. SEC USE ONLY ________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey ________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH 6. SHARED VOTING POWER REPORTING PERSON 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) ________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) ________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.8% ________________________________ 12. TYPE OF REPORTING PERSON CO ________________________________ CUSIP No. 743697 10 4 Page 3 of 5 Pages ________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Johnson & Johnson Development Corporation 22-2007137 ________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ________________________________ 3. SEC USE ONLY ________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey ________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH 6. SHARED VOTING POWER REPORTING PERSON 9,441,007 shares of Common Stock (includes WITH shares issuable upon exercise of warrants and conversion of preferred stock) 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) ________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) ________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.8% ________________________________ 12. TYPE OF REPORTING PERSON CO ________________________________ CUSIP No. 743697 10 4 Page 4 of 5 Pages Amendment No. 2 to Schedule 13G ------------------------------- Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2002 and Amendment No. 1 thereto filed on April 5, 2002 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined. The following items of the Schedule 13G are hereby amended and restated as follows: ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: J&J: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) JJDC: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) (b) Percent of Class: J&J: 20.8% JJDC: 20.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: J&J: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) JJDC: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: J&J: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) JJDC: 9,441,007 shares of Common Stock (includes shares issuable upon exercise of warrants and conversion of preferred stock) CUSIP No. 743697 10 4 Page 5 of 5 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/ Michael H. Ullman -------------------------------------- Name: Michael H. Ullmann Title: Secretary Dated: February 12, 2004 JOHNSON & JOHNSON DEVELOPMENT CORPORATION By /s/ Eric B. Jung -------------------------------------- Name: Eric B. Jung Title: Secretary Dated: February 12, 2004