SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
743697 10 4
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(CUSIP Number)
December 31, 2003
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(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)
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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
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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
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Name: Michael H. Ullmann
Title: Secretary
Dated: February 12, 2004
JOHNSON & JOHNSON DEVELOPMENT CORPORATION
By /s/ Eric B. Jung
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Name: Eric B. Jung
Title: Secretary
Dated: February 12, 2004