As filed with the Securities and Exchange Commission on September 8, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANDRX CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
Delaware 65-1013859
--------------------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
4001 Southwest 47th Avenue, Ft. Lauderdale, FL 33314
----------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
Andrx Corporation (Delaware) 2000 Stock Option Plan
Andrx Corporation (Florida) Amended 1993 Stock Incentive Plan
Cybear, Inc. (Delaware) 1997 Stock Option Plan
----------------------------------------------
(Full title of the plan)
Dr. Elliot F. Hahn
4001 Southwest 47th Avenue
Ft. Lauderdale, FL 33314
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(Name and address of agent for service)
(954) 584-0300
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(Telephone number, including area code, of agent for service)
Copies to:
Dale S. Bergman, P.A.
Broad and Cassel
201 South Biscayne Boulevard
Miami Center, Suite 3000
Miami, Florida 33131
(305) 373-9400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per aggregate offering registration fee
share(2) price(2)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Andrx Corporation - Andrx 17,377,523 $93.09 $1,617,673,616.07 $427,065.83
Group Common Stock, $.001 par
value
-------------------------------------------------------------------------------------------------------------------------
Andrx Corporation - Cybear 13,735,651 $2.50 $34,339,127.75 $9,065.53
Group Common Stock, $.001 par
value
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<FN>
(1)Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.
(2)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on September 7, 2000.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement:
1. The Registration Statement on Form S-3 (Registration No. 333-33822),
as filed with the SEC on March 31, 2000, and as subsequently amended on April
28, 2000 and May 24, 2000.
2. The Registration Statement on Form S-4 (Registration No. 333-38226)
as filed with the SEC on May 31, 2000, and as subsequently amended on July 21,
2000.
3. The description of the Registrant's common stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC on September
6, 2000, as such description is updated in any amendment to the Form 8-A.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents with the SEC. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in a subsequently filed document incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has authority under the Delaware General Corporation Law
to indemnify its directors and officers to the extent provided for in such law.
The Registrant's Amended Certificate of Incorporation and Bylaws provide that
the Registrant may insure, shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent not prohibited by law. The
Registrant is also a party to indemnification agreements with each of its
directors and officers.
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<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 2000 Stock Option Plan(1)
5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
(1) Previously filed as an exhibit to the Registration Statement on
Form S-4 (Registration No. 333-38226) with the SEC on May 31, 2000, and as
subsequently amended on July 21, 2000 and incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ft. Lauderdale, State of Florida on this 8th day of
September, 2000.
ANDRX CORPORATION
By: /s/ Angelo C. Malahias
----------------------------------
Angelo C. Malahias
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Alan
P. Cohen, Elliot F. Hahn and Angelo C. Malahias, or any one of them, as his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him or her and in his or her name, place and stead in any
and all capacities to execute in the name of each such person who is then an
officer or director of the Registrant any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933 and to file the same with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises as fully as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Alan P. Cohen Co-Chairman, Chief Executive Officer and Director September 8, 2000
----------------------------------- (Principal Executive Officer)
Alan P. Cohen
/s/ Chih-Ming J. Chen Co-Chairman, Chief Scientific Officer and Director September 8, 2000
-----------------------------------
Chih-Ming J. Chen
5
<PAGE>
/s/ Elliot F. Hahn President and Director September 8, 2000
-----------------------------------
Elliot F. Hahn, Ph.D.
/s/ Angelo C. Malahias Vice President and Chief Financial Officer September 8, 2000
----------------------------------- (Principal Financial and Accounting Officer)
Angelo C. Malahias
/s/ Melvin Sharoky Director September 8, 2000
-----------------------------------
Melvin Sharoky
/s/ Lawrence J. DuBow Director September 8, 2000
-----------------------------------
Lawrence J. DuBow
/s/ Irwin C. Gerson Director September 8, 2000
-----------------------------------
Irwin C. Gerson
/s/ Michael A. Schwartz Director September 8, 2000
------------------------------
Michael A. Schwartz, Ph.D.
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Description
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5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
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