<PAGE> 1
Registration No. 33-________
As filed with the Securities and Exchange Commission on February 12, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------
SCHERING-PLOUGH CORPORATION
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-1918501
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
ONE GIRALDA FARMS
MADISON, NEW JERSEY 07940
(201) 822-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
----------------------------------------------------------------
WILLIAM J. SILBEY
DIRECTOR, CORPORATE LAW
ONE GIRALDA FARMS
MADISON, NEW JERSEY 07940
(201) 822-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------------------------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: /X/
<PAGE> 2
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price offering registration
registered registered(2) per share(3) price(3) fee(3)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
(par value $1.00
per share)(1) 5,200,000 $56.50 $293,800,000 $101,310.34
shares
</TABLE>
- -----------------------------------------------------------------------
(1) Includes one attached Preferred Share Purchase Right per share.
(2) Plus such presently indeterminable number of shares, if any, as shall
be issuable from time to time as required pursuant to the adjustment
provisions of the Warrants.
(3) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and
the low prices of the Common Stock as quoted on the New York Stock
Exchange on February 6, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
- ------------------------------------------------------------------------------
<PAGE> 3
SUBJECT TO COMPLETION, DATED FEBRUARY 12, 1996
PROSPECTUS
5,200,000 SHARES
SCHERING-PLOUGH CORPORATION
COMMON SHARES
------------------------------
This Prospectus relates to (i) the offering by Schering-Plough
Corporation (the "Company" or "Schering-Plough") of up to 1,129,500 Common
Shares, $1.00 par value per share, of the Company (the "Common Shares"),
issuable by the Company upon the exercise of 54,966 outstanding Lynx Equity
Units (the "Warrants"), and (ii) the offering from time to time by the security
holder named herein (the "Selling Shareholder") of up to 4,070,500 Common
Shares to be received in exchange for and cancellation of certain of the above
described outstanding Warrants and a related outstanding warrant (such Common
Shares being, the "Exchange Common Shares"). See "Selling Shareholder" and
"Plan of Distribution." Unless the context indicates otherwise, the "Company"
and "Schering-Plough" refer to Schering-Plough Corporation and its
subsidiaries.
The Warrants were issued on December 2, 1991 in connection with the
issuance by the Company of zero coupon notes due December 2, 1996. The
Warrants were issued in a private placement to institutional investors pursuant
to exemptions from registration under the Securities Act of 1933, as amended
(the "Act"). The Warrants are exercisable by the holders during the ninety day
period from August 23, 1996 through November 22, 1996 or such earlier period as
agreed upon by the holder and the Company (the "Exercise Period"). The number
of Common Shares purchasable upon exercise of each Warrant per $1,000 is 20.548
Common Shares, subject to adjustment in certain circumstances, as set forth
under "Plan of Distribution." The Company will be entitled to receive proceeds
of up to $54,966,000 upon exercise of the Warrants (assuming all of the
Warrants are exercised for cash); however, the Warrants may be exercised on a
net cash or cashless, net share basis if the Company and the holder of the
Warrants so agree.
The Exchange Common Shares will be issued in exchange for and in
cancellation of certain of the outstanding Warrants and a related outstanding
warrant held by the Selling Shareholder. The Selling Shareholder has advised
the Company that it may sell all or a part of the Exchange Common Shares from
time to time depending on market conditions and other factors, in one or more
transactions on the New York Stock Exchange ("NYSE") or other national
securities exchanges on which the Common Shares are traded, in block
transactions, in the over-the-counter market or otherwise, at market prices
prevailing at the time of sale, at negotiated prices, or at fixed prices. The
Selling Shareholder may effect transactions by selling the Exchange Common
Shares to or through agents or dealers designated from time to time, and such
agents or dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholder for whom they may act as agent. See
"Selling Shareholder" and "Plan of Distribution." The Company will not receive
any of the proceeds from the sale of the Exchange Common Shares by the Selling
Shareholder.
The Common Shares are traded on the New York Stock Exchange under the
symbol "SGP." On February 9, 1996 the closing sale price of the Common Shares
on the New York Stock Exchange was $58.00 per share.
------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------
<PAGE> 4
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to purchase the securities offered by this
Prospectus in any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such an offer, or solicitation of an offer.
Neither the delivery of this Prospectus nor any distribution of the securities
offered pursuant to this Prospectus shall, under any circumstances, create any
implication that there has been no change in the information set forth herein
or in the affairs of the Company since the date of this Prospectus or that the
information herein is correct as of any time subsequent to its date.
The date of this Prospectus is __________, 1996
2
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . 3
Information Incorporated by Reference . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . 5
Selling Shareholder . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . . . . 7
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy and information statements
and other information, with the Securities and Exchange Commission (the "SEC")
pursuant to the Exchange Act, relating to its business, financial statements
and other matters. Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the SEC's regional offices at 75 Park Place, New York, N.Y. 10007 and 500 West
Madison, Suite 1400, Chicago, Illinois 60621-2511, and copies of such material
can also be obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the SEC with respect to the securities to which the Prospectus
relates, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Company
and the Common Shares, reference is made to the Registration Statement
including the exhibits thereto, which may be inspected at the above referenced
public reference facilities of the SEC. Statements contained herein concerning
the provisions of any document are not necessarily complete and in each
instance reference is made to the copy of the document filed as an exhibit or
schedule to the Registration Statement. Each such statement is qualified in
its entirety by reference to the copy of the applicable documents filed with
the SEC.
The Common Shares are traded on the NYSE and reports and proxy
statements and other information concerning the Company also can be inspected at
the offices of the NYSE, 20 Broad Street, New York, New York 10005.
3
<PAGE> 6
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by Schering-Plough with the Commission
pursuant to the Exchange Act (Commission File No. 1-6571) are hereby
incorporated by reference in this Prospectus:
1. The description of Schering-Plough Common Shares contained in
Schering-Plough's Registration Statement on Form 8-A dated March 16, 1979, and
any amendment or report filed for the purpose of updating such description;
2. The description of Schering-Plough's Preferred Share Purchase
Rights contained in Schering-Plough's Registration Statement on Form 8-A dated
July 31, 1989, and any amendment or report filed for the purpose of updating
such description;
3. Schering-Plough's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission on March 3, 1995, as
amended by the Form 10-K/A (Amendment No. 1) dated June 26, 1995 (as amended,
the "1994 Schering-Plough Form 10-K");
4. Schering-Plough's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1995;
5. The information contained in Schering-Plough's Proxy Statement
dated March 24, 1995 for its Annual Meeting of Shareholders held on April 25,
1995 that has been incorporated by reference in the 1994 Schering-Plough Form
10-K; and
6. Schering-Plough's Current Report on Form 8-K dated June 28,
1995.
All reports and other documents filed with the Commission by
Schering-Plough pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference herein and to be a
part hereof from the respective dates of filing of such reports and other
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained herein or
in any other subsequently filed document that is also incorporated or deemed to
be 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 a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO
SCHERING-PLOUGH THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF
THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS OR HEREIN) ARE
AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED
UPON WRITTEN OR ORAL REQUEST TO SCHERING-PLOUGH CORPORATION, ONE GIRALDA FARMS,
MADISON, NEW JERSEY 07940, ATTENTION: WILLIAM J. SILBEY, DIRECTOR, CORPORATE
LAW; (201) 822-7000.
4
<PAGE> 7
THE COMPANY
The Company is a holding company which was incorporated in 1970.
Through its subsidiaries, the Company is engaged in the discovery, development,
manufacturing and marketing of pharmaceuticals and health care products
worldwide. These products include prescription drugs, animal health,
over-the-counter (OTC), foot care and sun care products. For further
information about the business and operations of the Company, reference is made
to the Company's reports incorporated herein by reference. See "Information
Incorporated by Reference."
The principal executive offices of the Company are located at One
Giralda Farms, Madison, New Jersey 07940, and its telephone number is (201)
822-7000.
USE OF PROCEEDS
The holders of the Warrants are not obligated to exercise the Warrants
and there can be no assurance that the holders will choose to exercise all or
any portion of the Warrants. In the event that all of the Warrants are
exercised, the Company will be entitled to receive proceeds of up to
$54,966,000 before deducting related expenses (assuming all of the Warrants are
exercised); however, the Warrants may be exercised on a net cash or cashless,
net share basis if the Company and the holder of the Warrants so agree.
The Company will use any proceeds received upon exercise of the
Warrants for general corporate purposes. The Company will not receive any
proceeds from the sale of the Exchange Common Shares.
SELLING SHAREHOLDER
An aggregate of up to 4,070,500 Exchange Common Shares may be offered
and sold pursuant to this Prospectus by the Selling Shareholder. The Company
has agreed to register the Exchange Common Shares under the Securities Act and
maintain the effectiveness of such registration for the period ending December
31, 1996 and pay all expenses in connection therewith (other than agent or
dealer discounts, concessions or commissions incurred, if any, in connection
with the sale of the Exchange Common Shares and fees and expenses of counsel
for the Selling Shareholder). The Exchange Common Shares have been included in
the Registration Statement of which this Prospectus forms a part.
The following table sets forth certain information with respect to the
Selling Shareholder.
<TABLE>
<CAPTION>
Beneficial Ownership Ownership
of the Company Number of After Sale (1)(2)
Beneficial Prior to Sale (1) Shares Being Number
Owner Number of Shares Percent Offered of Shares Percent
- ---------- ------------------ ------- ------------ --------- -------
<S> <C> <C> <C> <C> <C>
Merrill, Lynch, Pierce,
Fenner & Smith, Inc. 5,373,385 (4) 1.5% 4,070,500 1,302,885 (4) *
(3)
</TABLE>
- ----------------------------
* Less than one percent (1%)
(1) Assumes receipt of the maximum possible number of Exchange Common Shares.
(2) Assumes that all of the Exchange Common Shares are sold by the Selling
Shareholder and no additional Common Shares are acquired.
(3) Merrill, Lynch, Pierce, Fenner & Smith, Inc. is a wholly owned subsidiary
of Merrill Lynch & Co., Inc.
(4) Merrill, Lynch, Pierce, Fenner & Smith, Inc. owns 80,841 Common Shares
(excluding the Exchange Common Shares). Other entities affiliated with
Merrill Lynch & Co., Inc. nominally own an additional 1,222,044
Common Shares as to which Merrill Lynch & Co., Inc., Merrill, Lynch,
Pierce, Fenner & Smith and all such affiliated entities disclaim
beneficial ownership.
5
<PAGE> 8
PLAN OF DISTRIBUTION
WARRANTS
The Warrants were issued on December 2, 1991 in connection with the
issuance by the Company of zero coupon notes due December 2, 1996. The
Warrants were issued in a private placement to institutional investors pursuant
to exemptions from registration under the Act.
During the Exercise Period, each Warrant is exercisable by the holder in
whole or in part on any business day through and including the last day of the
Exercise Period upon notice to the Company. If a Warrant has not been
exercised as to any Exchange Common Shares on or prior to the end of the
Exercise Period, such Warrant will become void.
The number of Common Shares purchasable upon exercise of each Warrant per
$1,000 (the "Exercise Price") shall be 20.548 Exchange Common Shares, subject
to adjustment for certain changes in the capital stock, stock dividends, rights
issues, other distributions, extraordinary cash dividends and reorganization of
the Company.
Upon exercise of the Warrants, the Company will deliver Common Shares to
the holder on the third business day after the relevant exercise date (the
"Settlement Date"). The Common Shares will be delivered against payment (i) on
a cash basis by the holder of an amount equal to the Exercise Price multiplied
by the number of Warrants being exercised, plus, if the Settlement Date is to
occur after a date which is four business days prior to the record date
specified by the Company for any dividend with respect to the Common Shares to
be received upon exercise (an ex-dividend date) but prior to the date on which
such dividend is paid, an amount equal to the aggregate amount of such dividend
payable on such Common Shares or (ii) on a net cash or cashless, net share
basis if the Company and the holder of the Warrants so agree.
EXCHANGE COMMON SHARES
The Selling Shareholder may sell the Exchange Common Shares from time to
time depending on market conditions and other factors, in one or more
transactions on the NYSE or other national securities exchanges on which the
Common Shares are traded, in block transactions, in the over-the-counter market
or otherwise, at market prices prevailing at the time of sale, at negotiated
prices, or at fixed prices. The Selling Shareholder may effect such
transactions by selling the Exchange Common Shares to or through agents or
dealers designated from time to time, and such agents or dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholder and/or the purchasers of Exchange Common Shares. The
Selling Shareholder and any agents or dealers that act in connection with the
sale of Exchange Common Shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any discount or commission
received by them and any profit on the resale of Exchange Common Shares as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.
To the extent required, the number of Exchange Common Shares to be sold,
the purchase price and public offering price, the name or names of any agent or
dealer, and any applicable commissions or discounts with respect to a
particular offering will be set forth in a supplement to this Prospectus to be
filed with the SEC pursuant to Rule 424 under the Securities Act.
GENERAL
The Company has agreed to indemnify the Selling Shareholder and each
person who controls the Selling Shareholder, within the meaning of the Exchange
Act, and the Selling Shareholder has agreed to indemnify the Company,
6
<PAGE> 9
against certain civil liabilities, including certain liabilities which may
arise under the Securities Act.
Robert P. Luciano, Chairman of the Board of the Company, is a director of
Merrill Lynch & Co., Inc. ("ML&Co."). William A. Schreyer, a director of the
Company, is Chairman Emeritus of the Board of ML&Co. ML&Co. and its affiliates
rendered services in various capacities to the Company in connection with the
private placement of the Warrants and render financial advisory and other
services to the Company and its subsidiaries.
LEGAL MATTERS
The validity of the Common Shares offered in this Prospectus will be
passed upon for the Company by William J. Silbey, Director, Corporate Law of
the Company, One Giralda Farms, Madison, New Jersey 07940.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this prospectus by reference from Schering-Plough's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given their authority as experts in accounting
and auditing.
7
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering are as follows:
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . $101,310
Legal Fees and Expenses . . . . . . . . . . . . . $ 5,000
Blue Sky Qualification Fees and Expenses. . . . . $ 5,000
Printing Fees . . . . . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . $ 5,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . $121,310
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New Jersey Business Corporation Act provides that a New Jersey
corporation has the power to indemnify a director or officer against his or her
expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a
director or officer, other than a proceeding by or in the right of the
corporation, if such a director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to
which a director or officer may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or otherwise; provided,
that no indemnification shall be made to or on behalf of a director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
The Registrant's Certificate of Incorporation provides that, directors
and officers of the Registrant shall not be personally liable to the Registrant
or its shareholders for damages for breach of any duty owed to the Registrant
or its shareholders, except for liability for any breach of duty based upon an
act or omission (i) in breach of such persons' duty of loyalty to the
Registrant or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such persons of an improper
personal benefit.
The Certificate of Incorporation of the Registrant also provides that
each person who was or is made a party or is threatened to be made a party to
or is involved in any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding (a "proceeding"), by reason of his or her being or having been a
director, officer, employee, or agent of the Registrant or of any constituent
corporation absorbed by the Registrant in a consolidation or merger, or by
reason of his or her being or having been a director, officer, trustee,
employee or agent of any other corporation (domestic or foreign) or of any
partnership, joint venture, sole proprietorship, trust employee benefit plan or
other enterprise (whether or not for profit), serving as such at the request of
the Registrant or of any such constituent corporation, or the legal
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<PAGE> 11
representative of any such director, officer, trustee, employee or agent, shall
be indemnified and held harmless by the Registrant to the fullest extent
permitted by the New Jersey Business Corporation Act, as the same exists or may
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Registrant to provide broader indemnification rights
than said Act permitted prior to such amendment), from and against any and all
reasonable costs, disbursements and attorneys' fees, and any and all amounts
paid or incurred in satisfaction of settlements, judgements, fines and
penalties, incurred or suffered in connection with any such proceeding, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, trustee, employee or agent and shall inure to the benefit of
his or her heirs, executors, administrators and assigns; provided, however,
that, the Registrant shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was specifically authorized by the Board of
Directors of the Registrant. The right to indemnification created by the
Certificate of Incorporation shall be a contract right and shall include the
right to be paid by the Registrant the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding as authorized
by the Board of Directors; provided, however, that, if the New Jersey Business
Corporation Act so requires, the payment of such expenses in advance of the
final disposition of a proceeding shall be made only upon receipt by the
Registrant of an undertaking, by or on behalf of such director, officer,
employee, or agent to repay all amounts so advanced unless it shall ultimately
be determined that such person is entitled to be indemnified under the
Certificate of Incorporation or otherwise. The right to indemnification and
advancement of expenses provided by or granted pursuant to the Certificate of
Incorporation shall not exclude or be exclusive of any other rights to which
any person may be entitled under a certificate of incorporation, by-law,
agreement, vote of shareholders or otherwise, provided that no indemnification
shall be made to or on behalf of such person if a judgment or other final
adjudication adverse to such person establishes that such person has not met
the applicable standard of conduct required to be met under the New Jersey
Business Corporation Act.
The Registrant may purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Registrant or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expenses incurred in any proceeding any and liabilities asserted
against him or her by reason of such person's being or having been such a
director, officer, employee or agent, whether or not the Registrant would have
the power to indemnify such person against such expenses and liabilities under
the provisions of the Certificate of Incorporation or otherwise. The
Registrant maintains such insurance on behalf of its directors and officers.
The foregoing statements are subject to the detailed provisions of the
New Jersey Business Corporation Act and the Registrant's Certificate of
Incorporation.
ITEM 16. EXHIBITS
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed as indicated below:
<TABLE>
<CAPTION>
Exhibits Description
- -------- -----------
<S> <C>
4.1 Schering-Plough Corporation's Certificate of Incorporation, as amended and currently in effect, filed as Exhibit 3(i)
to Schering-Plough Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-6571),
is incorporated herein by reference.
</TABLE>
II-2
<PAGE> 12
<TABLE>
<S> <C>
4.2 Schering-Plough Corporation's By-Laws, as amended effective January 1, 1996 and currently in effect.
4.3 Rights Agreement, dated as of July 25, 1989, between Schering-Plough Corporation and The Bank of New York, filed as
Exhibit 4 to Schering-Plough Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989 (File
No. 1-6571), is incorporated herein by reference.
5 Opinion of William J. Silbey, Esq., Director, Corporate Law.
23.1 Consent of William J. Silbey, Esq., Director, Corporate Law (included with Exhibit 5 hereof).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included with the signature pages to this Registration Statement).
</TABLE>
ITEM 17. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) 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;
(iii) 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 (a)(1)(i) and (a)(1)(ii)
do 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,
as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the
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<PAGE> 13
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15 (d) of the Exchange Act) 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.
(c) 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 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 and will be governed
by the final adjudication of such issue.
II-4
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Madison, State of New
Jersey, on February 12, 1996.
SCHERING-PLOUGH CORPORATION
(Registrant)
By /s/ Richard J. Kogan
-----------------------
Name: Richard J. Kogan
Title: President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack L. Wyszomierski, and Thomas H.
Kelly, and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, to this Registration Statement, 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 requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each 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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 12, 1996.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Robert P. Luciano Chairman of the Board, Chairman
- ----------------------------- of the Executive Committee, and
Robert P. Luciano Director
/s/ Richard J. Kogan President and Chief Executive
- ----------------------------- Officer, and Director (Principal
Richard J. Kogan Executive Officer)
/s/ Hugh A. D'Andrade Vice Chairman of the Board and
- ----------------------------- Chief Administrative
Hugh A. D'Andrade Officer, and Director
/s/ Jack L. Wyszomierski Executive Vice President and
- ----------------------------- Chief Financial Officer
Jack L. Wyszomierski (Principal Financial Officer)
/s/ Thomas H. Kelly Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Thomas H. Kelly
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Hans W. Becherer Director
- -----------------------------
Hans W. Becherer
/s/ David C. Garfield Director
- -----------------------------
David C. Garfield
/s/ Regina E. Herzlinger Director
- -----------------------------
Regina E. Herzlinger
/s/ H. Barclay Morley Director
- -----------------------------
H. Barclay Morley
/s/ Carl E. Mundy, Jr. Director
- -----------------------------
Carl E. Mundy, Jr.
/s/ Richard de J. Osborne Director
- -----------------------------
Richard de J. Osborne
/s/ Patricia F. Russo Director
- -----------------------------
Patricia F. Russo
/s/ William A. Schreyer Director
- -----------------------------
William A. Schreyer
/s/ Robert F. W. van Oordt Director
- -----------------------------
Robert F. W. van Oordt
/s/ R. J. Ventres Director
- -----------------------------
R. J. Ventres
/s/ James Wood Director
- -----------------------------
James Wood
</TABLE>
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibits Description Numbered Page
- -------- ----------- -------------
<S> <C> <C>
4.2 Schering-Plough Corporation's By-Laws, as amended
effective January 1, 1996 and currently in effect.
5 Opinion of William J. Silbey, Esq., Director,
Corporate Law.
23.1 Consent of William J. Silbey, Esq., Director,
Corporate Law (included with Exhibit 5 hereof).
23.2 Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE> 1
EXHIBIT 4.2
BY-LAWS
OF
SCHERING-PLOUGH
CORPORATION
As Amended to January 1, 1996
<PAGE> 2
BY-LAWS
OF
SCHERING-PLOUGH CORPORATION
I.
Name
The name of the Corporation is SCHERING-PLOUGH CORPORATION.
II.
Seal
The corporate seal shall have inscribed thereon the name of the
Corporation and the year and state of incorporation. Such seal may be altered
from time to time in the discretion of the Board of Directors.
III.
Shareholders Meetings
1. Place of Meetings. All meetings of the shareholders may be held
at such place as shall be fixed by the Board of Directors of the Corporation.
2. Annual Meeting. The Annual Meeting of Shareholders shall be held
on the fourth Tuesday in April in each year, if not a legal holiday, but if a
legal holiday, then on the next succeeding day not a holiday.
At any such Annual Meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors, or (b) by any shareholder of the
Corporation who complies with the procedures set forth in this Section 2. For
business properly to be brought before an Annual Meeting by a shareholder, the
shareholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to the Meeting;
provided, however, that in the event that less than 40 days' notice or prior
public disclosure of the date of the Meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the
close of business on the 10th day following the day on which such notice of the
date of the Annual Meeting was mailed or such public disclosure was made. To
be in proper written form, a shareholder's notice to the Secretary shall set
forth in writing as to each matter the shareholder proposes to bring before the
Annual Meeting (a) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting such business at the
Annual Meeting, (b) the name and address, as they appear on the Corporation's
books, of the shareholder proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the shareholder, and
(d) any material interest of the shareholder in such business. Notwithstanding
anything in the By-laws to the contrary, no business shall be conducted at an
Annual Meeting except in accordance with the procedures set forth in this
Section 2. The chairman of an Annual Meeting shall, if the facts warrant,
determine and declare to the Meeting that business was not properly brought
before the Meeting in accordance with the provisions of this Section 2, and if
he should so
<PAGE> 3
determine, he shall so declare to the Meeting and any such business not
properly brought before the Meeting shall not be transacted.
3. Notice. Written notice of the time, place and purpose or purposes
of every meeting of shareholders shall be given not less than 10 nor more than
60 days before the date of the meeting to each shareholder of record entitled
to vote at the meeting.
4. Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, the Board of Directors may fix, in advance, a date as the
record date for such determination of shareholders. Such date shall be not
less than 10 nor more than 60 days before the date of such meeting.
5. Quorum. At any meeting of shareholders, the holders of shares
entitled to cast a majority of the votes shall constitute a quorum.
6. Special Meetings. Except as otherwise provided in the New Jersey
Business Corporation Act, a special meeting of shareholders may be called only
by the Chairman of the Board, the President or the Board of Directors of the
Corporation. Business transacted at any such special meeting shall be confined
to the purpose or purposes stated in the notice thereof.
IV.
Shareholder Action
Subject to the rights of the holders of any series of Preferred Shares
then outstanding, any action required or permitted to be taken by the
shareholders of the Corporation must be effected at a duly called annual or
special meeting of shareholders of the Corporation and may not be effected by
any consent in writing by such shareholders unless all of the shareholders
entitled to vote thereon consent thereto in writing. Notwithstanding anything
contained in these By-laws to the contrary, this Article IV may be amended,
supplemented or repealed only by the affirmative vote of the holders of 80% or
more of the voting power of all of the shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.
V.
Directors
1. Number, Election and Terms. The business and affairs of the
Corporation shall be managed by a Board of Directors which shall have and may
exercise all of the powers of the Corporation, except such as are expressly
conferred upon the shareholders by law, by the Certificate of Incorporation or
by these By-laws. Subject to the rights of the holders of shares of any series
of Preferred Shares then outstanding to elect additional directors under
specified circumstances, the Board of Directors shall consist of not less than
nine (9) nor more than twenty-one (21) persons. The exact number of directors
within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by either (i) the Board of Directors pursuant
to a resolution adopted by a majority of the entire Board of Directors, or (ii)
the affirmative vote of the holders of at least 80% of the voting power of all
of the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director. At the 1985 annual meeting of shareholders, the directors
shall be divided into three classes, as nearly
-2-
<PAGE> 4
equal in number as possible (but with not less than three directors in each
class), with the term of office of the first class to expire at the 1986 annual
meeting of shareholders, the term of office of the second class to expire at
the 1987 annual meeting of shareholders, and the term of office of the third
class to expire at the 1988 annual meeting of shareholders, and with the
members of each class to hold office until their successors have been elected
and qualified. At each annual meeting of shareholders following such initial
classification and election, directors elected to succeed those directors whose
terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election.
2. Removal. Subject to the rights of the holders of any series of
Preferred Shares then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time only for cause and only by
the affirmative vote of the holders of at least 80% of the voting power of all
of the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
3. Newly Created Directorships and Vacancies. Subject to the rights
of the holders of any series of Preferred Shares then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors and any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the directors then in office even though
less than a quorum, or by a sole remaining director.
4. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such places and times as may be fixed from time to
time by resolution of the Board and a regular meeting shall be held each year
after the adjournment of the annual meeting of the shareholders on the same
day.
5. Special Meetings. Special meetings of the Board of Directors may
be held at any time upon the call of the Chairman of the Board, and shall be
called on the written request of at least one-third of the total number of
directors then in office, by oral, telegraphic or written notice given to each
director not less than forty-eight hours before such meeting.
6. Place of Meeting. The directors may hold their meetings wherever
they may from time to time determine.
7. Quorum and Vote. At all meetings of the Board of Directors, the
presence of a majority of the entire Board shall constitute a quorum for the
transaction of business, but a lesser number may adjourn any meeting from time
to time and the meeting may be held as adjourned without further notice. Except
as otherwise provided in these By-laws or as otherwise provided by statute, the
vote of a majority of the directors present at the time of the vote, if a
quorum is present at such time, shall be the act of the Board of Directors.
8. Executive Committee and Other Committees.
(a) The Board of Directors, by resolution adopted by a majority of
the entire Board, may elect from among its members an Executive Committee and
other committees, each consisting of three or more members and alternates, all
of whom shall serve at the pleasure of the Board. The chief executive officer
shall be a member of the Executive Committee ex officio. The Board may by
resolution appoint one member as the Chairman of the Executive Committee and
such member shall preside at all meetings of such committee at which he is
present. In the absence of the Chairman of the Executive Committee, the chief
executive officer, if present, shall preside at all such meetings. In the
absence of the Chairman of the Executive Committee and the
-3-
<PAGE> 5
chief executive officer, a majority of the members of the Executive Committee
present shall choose a chairman to preside at such meetings.
(b) To the extent permitted by law, the Executive Committee may
exercise all the powers of the Board in the management of specified matters
where such authority is delegated to it by the Board, and also, to the extent
permitted by law, during the intervals between the meetings of the Board, the
Executive Committee shall have, and may exercise, all the powers of the Board
in the management of the business and affairs of the Corporation (including the
power to authorize the seal of the Corporation to be affixed to all papers
which may require it, but excluding the power to appoint a member of the
Executive Committee) in such manner as the Executive Committee shall deem to be
in the best interests of the Corporation and not inconsistent with any prior
specific action of the Board. Between meetings of the Board, the officers of
the Corporation shall consult with the Executive Committee as appropriate and
shall obtain the approval by such Committee of decisions requiring such
approval. An act of the Executive Committee taken within the scope of its
authority shall be deemed to be an act of the Board.
(c) Regular meetings of the Executive Committee shall be held at
such times, on such dates and at such places (either within or without the
State of New Jersey) as shall be fixed by resolution adopted by a majority of
the Executive Committee or as shall be fixed by the Chairman of the Executive
Committee or, in the absence of the Chairman of the Executive Committee, the
chief executive officer. Special meetings of the Executive Committee may be
called by the Chairman of the Executive Committee or by the chief executive
officer. Reasonable written or oral notice of each meeting of the Executive
Committee, stating the time and place thereof (either within or without the
State of New Jersey), shall be given to each member thereof.
(d) At all meetings of a committee consisting of four or less
members, the presence of two members of the committee shall constitute a quorum
for the transaction of business. At all meetings of a committee consisting of
five or more members, the presence of a majority of the members of the
committee shall constitute a quorum for the transaction of business.
9. Greater Voting Required for Certain Action. Anything herein to
the contrary notwithstanding, the affirmative vote of not less than two-thirds
of the entire Board shall be required to dissolve or merge the Corporation's
subsidiary, Plough, Inc. Amendment or repeal of this By-law provision shall
require the affirmative vote of two-thirds of the entire Board.
VI.
Nominations of Director Candidates
1. Eligibility to Make Nominations. Nominations of candidates for
election as directors of the Corporation at any meeting of shareholders called,
in whole or in part, for election of directors (an "Election Meeting") may be
made by the Board of Directors or by any shareholder entitled to vote at such
Election Meeting.
2. Procedure for Nominations by the Board of Directors. Nominations
made by the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of directors in lieu of a meeting, not less
than 30 days prior to the date of the Election Meeting. At the request of the
Secretary of the Corporation, each proposed nominee shall provide the
Corporation with such information concerning himself as is required, under the
rules of the Securities and Exchange Commission, to be included in the
Corporation's proxy statement soliciting proxies for his election as a
director.
-4-
<PAGE> 6
3. Procedure for Nominations by Shareholders. Not less than 30 days
prior to the date of the Election Meeting, any shareholder who intends to make
a nomination at the Election Meeting shall deliver a notice to the Secretary of
the Corporation setting forth (i) the name, age, business address, and
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
capital stock of the Corporation which are beneficially owned by each such
nominee, and (iv) such other information concerning each such nominee as would
be required, under the rules of the Securities and Exchange Commission, in a
proxy statement soliciting proxies for the election of such nominee. Such
notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such nominee.
4. Substitution of Nominees. In the event that a person is validly
designated as a nominee in accordance with Section 2 or 3 of this Article VI
and shall thereafter become unable or unwilling to stand for election to the
Board of Directors, the Board of Directors or the shareholder who proposed such
nominee, as the case may be, may designate a substitute nominee.
5. Determination of Compliance with Procedures. If the Chairman of
the Election Meeting determines that a nomination was not made in accordance
with the foregoing procedure, such nomination shall be void.
VII.
Officers
1. Titles. The officers of the Corporation shall consist of a
Chairman of the Board, a President, a Vice Chairman of the Board, one or more
Vice Presidents, a Secretary and a Treasurer and may include a Chairman of the
Executive Committee and such other officers as may from time to time be elected
or appointed by the Board of Directors. The chief executive officer of the
Corporation shall be either the Chairman of the Board or the President. In the
event that the Chairman of the Board is the chief executive officer of the
Corporation, the President shall be the chief operating officer of the
Corporation. In the event that the President is the chief executive officer of
the Corporation, the chief operating officer shall be such officer (including
but not limited to the Chairman of the Board or the President) as may be from
time to time elected or appointed as chief operating officer by the Board of
Directors.
2. Terms. Each officer shall hold office for the term for which
he is elected and until a successor is elected or appointed.
3. Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of shareholders and of the Board of Directors
and shall perform such other duties as may from time to time be assigned by the
Board.
4. Chairman of the Executive Committee. The Chairman of the
Executive Committee shall, if present, preside at all meetings of the Executive
Committee, shall be consulted on all major policy and strategic decisions
regarding the Corporation and shall perform such other duties as may from time
to time be assigned by the Board.
5. Chief Executive Officer. The chief executive officer of the
Corporation shall have the general management and superintendence of the
affairs of the Corporation. In all cases where, and to the extent that, the
duties of the other officers of the Corporation are not specifically prescribed
by the By-laws, or by resolutions of the Board of Directors, the chief
executive officer may prescribe such duties. In the absence of the chief
operating officer, the chief executive officer shall also act as chief
-5-
<PAGE> 7
operating officer. The chief executive officer shall have and may exercise any
and all powers and perform any and all duties pertaining to his office, or
conferred or imposed upon his office by the By-laws or by the Board of
Directors. In the absence of the Chairman of the Board, the chief executive
officer, if present, shall preside at all meetings of shareholders and of the
Board of Directors. The chief executive officer may, from time to time,
delegate to other officers, agents and employees of the Corporation any of the
powers and duties conferred upon him by the By-laws or by the Board of
Directors or pertaining to his office.
6. Vice Chairman of the Board. The Vice Chairman of the Board shall
be the chief administrative officer of the Corporation and shall perform such
duties as may be prescribed by the Board of Directors or, subject thereto, by
the chief executive officer of the Corporation. In the absence of the Chairman
of the Board and of the chief executive officer, the Vice Chairman of the
Board, if present, shall preside at all meetings of shareholders and of the
Board of Directors.
7. Chief Operating Officer. The chief operating officer of the
Corporation shall, subject to the direction of the Board of Directors and the
chief executive officer, be in charge of the general operations of the
Corporation. He shall have and may exercise any and all powers and perform any
and all duties pertaining to his office, or conferred or imposed upon the chief
operating officer by the By-laws, the Board of Directors or the chief executive
officer. The chief operating officer may, from time to time, delegate to other
officers, assistant officers, agents and employees of the Corporation any of
the powers and duties pertaining to his office, or conferred upon him by the
By-laws or by the Board of Directors or by the chief executive officer of the
Corporation.
8. Vice Presidents. The Vice Presidents may be designated by the
Board of Directors with one or more titles denoting seniority or functions. All
of the Vice Presidents shall perform such duties as may be prescribed by the
Board of Directors or, subject thereto, by the chief executive officer of the
Corporation.
9. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and act as secretary
thereof, and record all votes and the minutes of all proceedings in a book to
be kept for that purpose, and shall perform like duties for any committee of
the Board when required. He shall cause to be given any notice which is
required in respect of any meeting of shareholders and directors and shall
perform such other duties as pertain to his office. He shall keep in safe
custody the seal of the Corporation and affix it, when required, to any
instrument.
10. Treasurer. The Treasurer shall have the custody of all
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the chief operating officer and the directors, whenever required, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
11. Other Officers. All other officers and assistant officers
shall have such duties and exercise such powers as generally pertain to their
respective offices, as well as such duties and powers as from time to time may
be prescribed by the chief executive officer or the Board of Directors. The
-6-
<PAGE> 8
Board may require any officer, agent or employee to give security for the
faithful performance of his duties.
12. Compensation. Salaries of officers elected by the Board shall
be fixed or approved by the Board of Directors. The compensation of all other
officers, divisional officers, assistant officers, agents and employees shall
either be so fixed or be fixed by the chief executive officer or other officers
duly authorized to fix such salaries.
VIII.
Fiscal Year
The Fiscal Year of the Corporation shall begin on January 1 and end on
December 31 of each year, unless otherwise provided by the Board of Directors.
IX.
Amendment, Repeal, etc.
Notwithstanding any other provision contained in these By-laws to the
contrary, Article IV ("Shareholder Action"), Sections 1 ("Number, Election and
Terms"), 2 ("Removal") and 3 ("Newly Created Directorships and Vacancies") of
Article V ("Directors"), Article VI ("Nominations of Director Candidates") and
this Article IX of these By-laws may be amended, supplemented or repealed only
by the affirmative vote of 80% or more of the voting power of all of the shares
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class.
Subject to the foregoing, the Board of Directors may amend or repeal
these By-laws or adopt new By-laws.
-7-
<PAGE> 1
EXHIBIT 5
February 9, 1996
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940
RE: Schering-Plough Corporation
Registration Statement on Form S-3
Gentlemen:
As Director, Corporate Law of Schering-Plough Corporation, a New
Jersey corporation (the "Corporation"), I have examined the Certificate of
Incorporation and Bylaws of the Corporation as well as such other documents and
proceedings as I have considered necessary for the purposes of this opinion. I
have also examined and am familiar with the Corporation's Registration
Statement on Form S-3 (the "Registration Statement") as filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 5,200,000 shares of the Corporation's Common Shares, par value $1.00 per
share (the "Common Shares") issuable by the Corporation upon the exercise of
warrants issued in December 1991 (the "Warrants") and the offering of certain
Common Shares received in exchange for and cancellation of certain of the
Warrants and a related outstanding warrant from time to time by a shareholder
of the Corporation in the amount and in the manner and on terms and conditions
described in the Registration Statement.
Based upon the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that the Common Shares, when issued
and delivered by the Corporation, will be legally issued, fully paid and
non-assessable.
This opinion is intended solely for the Corporation's use in
connection with the registration of the Common Shares and may not be relied
upon for any other purpose or by any other person. This opinion may not be
quoted in whole or in part or otherwise referred to or furnished to any other
person except in response to a valid subpoena. This opinion is limited to the
matters expressly stated herein, and no opinion is implied or may be inferred
beyond the matters expressly stated herein. This opinion is rendered as of the
date hereof, and I assume no obligation to update or supplement such opinion to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in facts or law that may hereafter occur. I hereby consent to the
inclusion of this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
William J. Silbey
Director, Corporate Law
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Schering-Plough Corporation on Form S-3 of our reports dated February 15, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Schering-Plough Corporation for the year ended December 31, 1994 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
Parsippany, New Jersey
February 9, 1996
