<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ALZA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 77-0142070
(State or other jurisdiction (I.R.S. employer
of incorporation or identification number)
organization)
</TABLE>
950 PAGE MILL ROAD, P.O. BOX 10950, PALO ALTO, CALIFORNIA 94303-0802 (415)
494-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
BRUCE C. COZADD
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ALZA CORPORATION
950 PAGE MILL ROAD, P.O. BOX 10950
PALO ALTO, CALIFORNIA 94303-0802
(415) 494-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
WITH COPIES OF ALL ORDERS, NOTICES AND COMMUNICATIONS TO:
<TABLE>
<S> <C>
Sarah A. O'Dowd Thomas C. Janson, Jr.
Heller Ehrman White & McAuliffe Skadden, Arps, Slate, Meagher & Flom
525 University Avenue 300 South Grand Avenue
Palo Alto, California 94301 Suite 3400
(415) 324-7000 Los Angeles, California 90071
(213) 687-5000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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 investment plans, please check the following
box. / /
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act Registration number of the earlier
effective registration statement for the same offering. /X/ 333-2343
--------------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933 as amended, check the following box and list
the Securities Act of 1933, as amended, registration number of the earlier
effective registration statement for the same offering. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER DEBENTURE (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debentures due 2006................ $40,250,000(2) 100% $40,250,000 $13,879.31
Common Stock, par value
$.01 per share.................... (3) -- -- None
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Includes $5,250,000 aggregate principal amount of Debentures subject to the
Underwriter's over-allotment option.
(3) Also being registered are such indeterminate number of shares of Common
Stock as may be issuable upon conversion of the Debentures registered
hereby.
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<PAGE>
Incorporation by Reference of Registration Statement on Form S-3 (Registration
Statement No. 333-2343)
ALZA Corporation hereby incorporates by reference into this Registration
Statement on Form S-3 the contents of the Registration Statement on Form S-3
(Registration Statement No. 333-2343) declared effective on April 23, 1996 by
the Securities and Exchange Commission, including all of the documents
incorporated by reference therein and certain of the documents filed as exhibits
to that Registration Statement as indicated herein.
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Palo Alto, State of California, on April 23, 1996.
ALZA CORPORATION
/S/ BRUCE C. COZADD
--------------------------------------
Bruce C. Cozadd
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- ------------------------------------------------ ----------------------
<C> <S> <C>
*
------------------------------- Co-Chairman of the Board and Director April 23, 1996
Dr. Alejandro Zaffaroni
* Co-Chairman of the Board, Chief Executive
------------------------------- Officer and Director (Principal Executive April 23, 1996
Dr. Ernest Mario Officer)
*
------------------------------- Director April 23, 1996
William G. Davis
------------------------------- Director , 1996
Martin S. Gerstel
*
------------------------------- Director April 23, 1996
Dr. Robert J. Glaser
*
------------------------------- Director April 23, 1996
Dean O. Morton
*
------------------------------- Director April 23, 1996
Rudolph A. Peterson
*
------------------------------- Director April 23, 1996
Isaac Stein
*
------------------------------- Director April 23, 1996
Julian N. Stern
/S/ BRUCE C. COZADD
------------------------------- Vice President and Chief Financial Officer April 23, 1996
Bruce C. Cozadd (Principal Financial and Accounting Officer)
*By /S/ BRUCE C. COZADD
--------------------------
Bruce C. Cozadd
Attorney in Fact
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
*1.1 Form of Purchase Agreement between the Registrant and the Underwriter
*4.1 Form of Certificate for the Debenture (included in Exhibit 4.2)
*4.2 Form of Indenture between the Registrant and The Chase Manhattan Bank, N.A. as
Trustee, relating to the Debentures
5.1 Opinion of Heller Ehrman White & McAuliffe as to legality of Debentures and
Common Stock
*8.1 Opinion of Heller Ehrman White & McAuliffe with respect to certain tax matters
*12.1 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe (included in its opinion filed as
Exhibit 5.1 to this Registration Statement)
*23.3 Consent of Heller Ehrman White & McAuliffe (included in its opinion filed as
Exhibit 8.1 to this Registration Statement)
*24.1 Power of Attorney
*25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
on Form T-1 of The Chase Manhattan Bank, N.A. to act as Trustee under the
Indenture
</TABLE>
- ------------------------
* Incorporated by reference to Registration Statement on Form S-3
(Registration No. 333-2343)
<PAGE>
EXHIBIT 5.1
April 23, 1996
10034-0086
ALZA Corporation
950 Page Mill Road
Palo Alto, California 94303-0802
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to ALZA Corporation, a Delaware corporation
("ALZA"), in connection with the Registration Statement on Form S-3 to be
filed with the Securities and Exchange Commission (the "Commission") on or
about April 24, 1996 (the "Registration Statement"), relating to $40,250,000
principal amount of Convertible Subordinated Debentures Due 2006 (the
"Debentures"), including the shares of Common Stock issuable upon conversion
thereof (the "Shares") at the initial Conversion Price defined in the form of
Indenture (the "Indenture") included as Exhibit 4.2 to the Registration
Statement on Form S-3 filed with the Commission on April 8, 1996 (the "First
Registration Statement"), all as disclosed in the First Registration
Statement.
I.
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies. We have based our
opinion upon the following records, documents, instruments and certificates and
such additional certificates relating to factual matters as we have deemed
necessary or appropriate for our opinion:
(a) The Certificate of Incorporation of ALZA, certified by the
Secretary of State of the State of Delaware as of April 3,
1996 and certified to us by an officer of ALZA as being
complete and in full force and effect as of the date of this
opinion;
<PAGE>
ALZA Corporation
April 23, 1996
Page 2
(b) The Bylaws of ALZA certified to us by an officer of ALZA as
being complete and in full force and effect as of the date
of this opinion;
(c) Certifications by officers of ALZA (i) as to all of the
proceedings and actions of the Board of Directors of ALZA
relating to the Debentures and the Shares, and (ii) as to
certain other factual matters;
(d) The Registration Statement;
(e) The First Registration Statement;
(f) The Indenture; and
(g) Certification by an officer of The First National Bank of
Boston, transfer agent for ALZA's Common Stock, as to
ceratin factual matters.
We have assumed that the number of Shares issuable upon exercise of
the Debentures and the Debentures registered under the First Registration
Statement at the initial Conversion Price is less than 196,676,527, the
number of shares of Common Stock of ALZA, currently authorized but not
outstanding or otherwise reserved for issuance and that this number of shares
of Common Stock will be available for issuance at the time of conversion.
This opinion is limited to the General Corporation Law of the State of
Delaware, and we disclaim any opinion as to the laws of any other jurisdiction.
We further disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental body or as to
any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming (i) that the full consideration for each Debenture and each Share as
stated in the Indenture and the Registration Statement is paid, and (ii) that
all applicable securities laws are complied with, it is our opinion that, when
issued and sold by ALZA, the Debentures and the Shares will be legally issued,
fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by any other person, firm, corporation or other entity without our prior written
consent.
<PAGE>
ALZA Corporation
April 23, 1996
Page 3
We disclaim any obligation to advise you of any change of law that occurs, or
any facts of which we become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE & MCAULIFFE
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3) of ALZA Corporation for the registration of Convertible Subordinated
Debentures due 2006 (the "Debentures") and shares of Common Stock issuable upon
conversion of the Debentures, of our reports dated February 16, 1996, with
respect to the consolidated financial statements of ALZA Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
April 23, 1996
