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
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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.
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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.
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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
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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.
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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
