<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of report: October 5, 1998

                Date of earliest event reported: October 3, 1998



                                   FEMRX, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)



          0-28078                                      77-0389440
   (Commission File No.)                   (IRS Employer Identification No.)





                              1221 Innsbruck Drive
                               Sunnyvale, CA 94089
              (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code: (408) 752-8580

                                       1
<PAGE>

Item 5.  Other Events.

     Johnson & Johnson, the health care products  manufacturer,  and FemRx, Inc.
(the  "Company"),  announced  on October 5, 1998 that they have  entered  into a
definitive  merger agreement  through which Johnson & Johnson,  on behalf of its
Ethicon, Inc. subsidiary,  will purchase all of the outstanding common shares of
the Company.  Under the  agreement,  Johnson & Johnson  will shortly  commence a
tender  offer to purchase  all of the  Company's  common  stock and common stock
equivalents  for $2.35 per share in cash. The offer is conditioned on the tender
of 90% of the outstanding  shares of common stock and common stock  equivalents,
and certain other conditions.

     Through its Gynecare  Division,  Ethicon,  Inc. offers innovative  surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.

     Johnson & Johnson  is the  world's  most  comprehensive  and  broadly-based
manufacturer of health care products, as well as a provider of related services,
for the consumer, pharmaceutical and professional markets.

Item 7.  Financial Statements and Exhibits.

         a.       None.

         b.       None.

         c.       Exhibits

                  99.1     Press release dated October 5, 1998.



                                       2
<PAGE>


                                   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.



                                               FemRx, Inc.


Dated:  October 5, 1998      By:            /s/ Edward W. Unkart           
                                         ---------------------------
                                                Edward W. Unkart
                                           Chief Financial Officer

                                       3
<PAGE>

                                  Exhibit 99.1


                                    Contacts:
                                Johnson & Johnson
                                Robert V. Andrews
                                  732 524-3348

                                   FemRx, Inc.
                                    Ed Unkart
                             408 752-8580; Ext. 105

                              FOR IMMEDIATE RELEASE

                    Johnson & Johnson to Acquire FemRx, Inc.

     New  Brunswick,  NJ (October 5, 1998) - Johnson & Johnson  (NYSE:JNJ),  the
health care products manufacturer,  and FemRx, Inc.  (Nasdaq:FMRX),  a leader in
the development of innovative  products for gynecological  disorders,  announced
today that they have entered into a definitive  merger  agreement  through which
Johnson & Johnson, on behalf of its Ethicon, Inc. subsidiary,  will purchase all
of the outstanding common shares of FemRx.

     Under the agreement, Johnson & Johnson will shortly commence a tender offer
to purchase all of FemRx's  approximately 9.4 million shares of common stock and
common  stock  equivalents  for $2.35 per share in cash,  or  approximately  $22
million. The offer is conditioned on the tender of 90% of the outstanding shares
of common stock and common stock equivalents, and certain other conditions.

     FemRx,  Inc.,  headquartered  in Sunnyvale,  CA, has developed  proprietary
surgical  systems that enable surgeons to perform less invasive  alternatives to
hysterectomy.

     Through its Gynecare  Division,  Ethicon,  Inc. offers innovative  surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.

     Johnson & Johnson  is the  world's  most  comprehensive  and  broadly-based
manufacturer of health care products, as well as a provider of related services,
for the consumer, pharmaceutical and professional markets.


                                       4
<PAGE>
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{"company-data": {"conformed-name": "FEMRX INC", "cik": "0001007321", "assigned-sic": "3841", "irs-number": "770389440", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28078", "film-number": "98721078"}, "business-address": {"street1": "1221 INNSBRUCK DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087528580"}, "mail-address": {"street1": "1221 INNSBRUCK DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "95125"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of report: October 5, 1998

                Date of earliest event reported: October 3, 1998

                                   FEMRX, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

          0-28078                                      77-0389440
   (Commission File No.)                   (IRS Employer Identification No.)

                              1221 Innsbruck Drive
                               Sunnyvale, CA 94089
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (408) 752-8580

                                       1
Item 5.  Other Events.

     Johnson & Johnson, the health care products  manufacturer,  and FemRx, Inc.
(the  "Company"),  announced  on October 5, 1998 that they have  entered  into a
definitive  merger agreement  through which Johnson & Johnson,  on behalf of its
Ethicon, Inc. subsidiary,  will purchase all of the outstanding common shares of
the Company.  Under the  agreement,  Johnson & Johnson  will shortly  commence a
tender  offer to purchase  all of the  Company's  common  stock and common stock
equivalents  for $2.35 per share in cash. The offer is conditioned on the tender
of 90% of the outstanding  shares of common stock and common stock  equivalents,
and certain other conditions.

     Through its Gynecare  Division,  Ethicon,  Inc. offers innovative  surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.

     Johnson & Johnson  is the  world's  most  comprehensive  and  broadly-based
manufacturer of health care products, as well as a provider of related services,
for the consumer, pharmaceutical and professional markets.

Item 7.  Financial Statements and Exhibits.

         a.       None.

         b.       None.

         c.       Exhibits

                  99.1     Press release dated October 5, 1998.

                                       2
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.

                                               FemRx, Inc.

Dated:  October 5, 1998      By:            /s/ Edward W. Unkart           
                                         ---------------------------
                                                Edward W. Unkart
                                           Chief Financial Officer

                                       3
Exhibit 99.1

                                    Contacts:
                                Johnson & Johnson
                                Robert V. Andrews
                                  732 524-3348

                                   FemRx, Inc.
                                    Ed Unkart
                             408 752-8580; Ext. 105

                              FOR IMMEDIATE RELEASE

                    Johnson & Johnson to Acquire FemRx, Inc.

     New  Brunswick,  NJ (October 5, 1998) - Johnson & Johnson  (NYSE:JNJ),  the
health care products manufacturer,  and FemRx, Inc.  (Nasdaq:FMRX),  a leader in
the development of innovative  products for gynecological  disorders,  announced
today that they have entered into a definitive  merger  agreement  through which
Johnson & Johnson, on behalf of its Ethicon, Inc. subsidiary,  will purchase all
of the outstanding common shares of FemRx.

     Under the agreement, Johnson & Johnson will shortly commence a tender offer
to purchase all of FemRx's  approximately 9.4 million shares of common stock and
common  stock  equivalents  for $2.35 per share in cash,  or  approximately  $22
million. The offer is conditioned on the tender of 90% of the outstanding shares
of common stock and common stock equivalents, and certain other conditions.

     FemRx,  Inc.,  headquartered  in Sunnyvale,  CA, has developed  proprietary
surgical  systems that enable surgeons to perform less invasive  alternatives to
hysterectomy.

     Through its Gynecare  Division,  Ethicon,  Inc. offers innovative  surgical
solutions for women in the areas of uterine disorders, infertility, incontinence
and adhesion prevention.

     Johnson & Johnson  is the  world's  most  comprehensive  and  broadly-based
manufacturer of health care products, as well as a provider of related services,
for the consumer, pharmaceutical and professional markets.

                                       4