AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1995.
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IVAX CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
FLORIDA 2834 16-1003559
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
8800 NORTHWEST 36TH STREET
MIAMI, FLORIDA 33178
TELEPHONE (305) 590-2200
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
ARMANDO A. TABERNILLA
VICE PRESIDENT - LEGAL AFFAIRS
IVAX CORPORATION
8800 NORTHWEST 36TH STREET
MIAMI, FLORIDA 33178
TELEPHONE (305) 590-2200
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
COPIES TO:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933 check the following box. [X]
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 10,000,000 shares $24.50 $245,000,000 $84,482.76
===============================================================================================================================
<FN>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon average high and low sales price of the
Registrant's common stock, as reported on the composite tape of the
American Stock Exchange on June 27, 1995.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus filed as part of this Registration Statement relates to the
shares of Common Stock registered hereby and to the remaining unissued
shares of Common Stock previously registered by IVAX Corporation under its
Registration Statement on Form S-4 (File No. 33-44116)
</FN>
</TABLE>
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 SHALL 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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IVAX CORPORATION
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)
ITEM LOCATION IN
NO. PROXY STATEMENT-PROSPECTUS
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<S> <C> <C>
A. Information About The Transaction
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus................................... Facing Page; Cross-Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus............................ Inside Front Cover Page; Table of
Contents; Available Information;
Information Incorporated by Reference
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information.......................................... The Company, Investment Considerations;
Selected Consolidated Financial Data.
4. Terms of the Transaction............................. **
5. Pro Forma Financial Information...................... **
6. Material Contracts with the
Company Being Acquired............................... **
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be Underwriters.................... *
8. Interests of Named Experts
and Counsel.......................................... Experts; Legal Matters
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities...................................... *
B. Information About The Registrant
10. Information with Respect to S-3
Registrants.......................................... The Company, Available Information;
Information Incorporated by Reference;
Selected Consolidated Financial Data
11. Incorporation of Certain
Information by Reference............................. Information Incorporated by Reference;
Available Information
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<PAGE>
12. Information with Respect to S-2 or
S-3 Registrants...................................... *
13. Incorporation of Certain
Information by Reference............................. *
14. Information with Respect to
Registrants Other than S-3 or S-2
Registrants.......................................... *
C. Information About The Company Being Acquired
15. Information With Respect to
S-3 Companies........................................ **
16. Information With Respect to S-2
or S-3 Companies..................................... **
17. Information With Respect to Companies
Other than S-3 or S-2 Companies...................... **
D. Voting and Management Information
18. Information if Proxies, Consents
or Authorizations are to be
Solicited............................................. **
19. Information if Proxies, Consents
or Authorizations are not to be
Solicited or in an Exchange Offer.................... **
<FN>
* Omitted since the answer is negative or the Item is not applicable.
** Inapplicable (or partially inapplicable as indicated) upon
filing of this Registration Statement; may be included in subsequent
amendments under certain circumstances.
</FN>
</TABLE>
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<PAGE>
PROSPECTUS
20,000,000 SHARES
IVAX CORPORATION
COMMON STOCK
-----------------------------
This Prospectus relates to 20,000,000 shares of common stock, par value
$.10 per share (the "Common Stock"), which may be offered and issued by
IVAX Corporation (the "Company") from time to time in connection with
acquisitions of businesses or properties. An aggregate of 4,418,920 of the
20,000,000 shares of Common Stock covered by this Prospectus have already
been issued in connection with various acquisitions of businesses and
properties.
The Company anticipates that such acquisitions occurring in the future
will consist principally of businesses (or the assets thereof)
complementary to and related to the Company's current businesses, but on
occasion, an acquired business may be dissimilar to the businesses of the
Company. The consideration for acquisitions will consist of shares of
Common Stock, cash, notes or other evidences of indebtedness, guarantees,
assumption of liabilities, tangible or intangible property, or a
combination thereof, as determined from time to time by negotiations
between the Company and the owners or controlling persons of the businesses
or properties to be acquired. In addition, the Company may lease property
from and enter into management or consulting agreements and non-competition
agreements with the former owners and key executive personnel of the
businesses to be acquired.
The Company contemplates that the terms of an acquisition will be
determined by negotiations between the Company's representatives and the
owners or controlling persons of the businesses or properties to be
acquired. Factors taken into account in acquisitions include, among other
relevant factors, the quality and reputation of the business, the assets,
liabilities, results of operations and cash flows of the business, the
quality of its management and employees, its earnings potential, its
products and products under development, the geographic locations of the
business and the market value of the Common Stock of the Company when
pertinent. The Company anticipates that shares of Common Stock issued in
any such acquisition will be valued at a price reasonably related to the
market value of the Common Stock, either at the time the terms of the
acquisition are tentatively agreed upon, or at or about the time of
closing, or during the period or periods prior to delivery of the shares.
The Company does not expect that underwriting discounts or commissions
will be paid, except that finders fees may be paid to persons from time to
time in connection with specific acquisitions. Any person receiving any
such fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.
The Common Stock is listed on the American Stock Exchange under the
symbol IVX. On June 27, 1995, the closing sale price of the Common Stock on
the American Stock Exchange was $24 1/8 per share.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus is July __, 1995
<PAGE>
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.
FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED WHEN
EVALUATING THE TRANSACTIONS CONTEMPLATED BY THIS PROSPECTUS, SEE
"INVESTMENT CONSIDERATIONS."
TABLE OF CONTENTS
PAGE
Available Information.................................................. 3
Information Incorporated by Reference.................................. 3
The Company............................................................ 4
Investment Considerations.............................................. 4
Use of Proceeds......................................................... 8
Selected Consolidated Financial Data.................................... 9
Other Information...................................................... 11
Restrictions on Resale................................................. 11
Experts............................................................... 11
Legal Matters.......................................................... 11
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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 7 World
Trade Center, Suite 1300, New York, N.Y. 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
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. In addition, certain reports, proxy materials and other
information concerning the Company can be inspected at the offices of the
American Stock Exchange, Inc. (the "AMEX"), 86 Trinity Place, New York, New
York 10006, the national securities exchange on which shares of Common
Stock are listed and traded.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed with the SEC are hereby
incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K for the year ended December 31, 1994.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B, dated July 28, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to termination of this Offering shall be deemed to be incorporated by
reference herein and made a part hereof from the date any such document is
filed. Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER
THAN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS
DELIVERED UPON WRITTEN OR ORAL REQUEST TO ARMANDO A. TABERNILLA, VICE
PRESIDENT-LEGAL AFFAIRS, IVAX CORPORATION, 8800 NORTHWEST 36TH STREET,
MIAMI, FLORIDA 33178, TELEPHONE: (305) 590-2200. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE BUSINESS DAYS
BEFORE FINAL ACTION IS TO BE TAKEN WITH RESPECT TO A PROPOSED ACQUISITION
BY THE COMPANY INVOLVING THE ISSUANCE OF SECURITIES COVERED BY THIS
PROSPECTUS.
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<PAGE>
THE COMPANY
The Company is a holding company with subsidiaries engaged in the
research, development, manufacture and marketing of personal care products,
pharmaceuticals, intravenous solutions and related products, medical
diagnostic products and specialty chemicals. The Company's principal
executive offices are located at 8800 Northwest 36th Street, Miami, Florida
33178, and its telephone number is (305) 590-2200. 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."
INVESTMENT CONSIDERATIONS
In addition to the other information contained or incorporated by
reference herein, the following factors should be considered carefully in
evaluating the Company and its business prospects.
VERAPAMIL
Net revenues attributable to sales of extended release verapamil HCl
("verapamil") constituted in excess of 10% of the Company's 1994
consolidated net revenues. Net revenues from verapamil manufactured by the
Company totalled $21.8 million during the first quarter of 1995 compared to
$35.9 million for the same quarter of 1994. The decrease in net revenues in
the 1995 first quarter compared to the 1994 first quarter was due primarily
to a reduction in the net selling price of verapamil caused by competition,
offset in part by increased volume caused by an increase in the
substitution rate of generic verapamil for brand name verapamil. The
Company had been the sole United States supplier of generic verapamil until
March 1994, when Zenith Laboratories, Inc. ("Zenith") began distribution of
generic verapamil supplied by a company marketing brand name verapamil.
Notwithstanding the Company's acquisition of Zenith, competition in the
generic verapamil market has continued because Zenith's former verapamil
supplier commenced distribution of generic verapamil through another
generic pharmaceutical company. Moreover, other manufacturers may obtain
regulatory approvals or otherwise determine to market generic verapamil
during the remainder of 1995 and thereafter. As additional competitors
enter the generic verapamil market, the resulting competition is likely to
further reduce the Company's verapamil net revenues and gross profit.
DEPENDENCY ON PRODUCT DEVELOPMENT
The Company's future success is largely dependent upon its ability to
develop, manufacture and market commercially viable new pharmaceutical
products and generic versions of off-patent pharmaceutical products.
Generally, in order to be marketed commercially, products must be developed
and tested, new products must be proven to be safe and effective in
clinical trials, generic products must be proven to be bioequivalent to the
name brand counterpart, and all products must receive requisite regulatory
approval. Each of these steps, as well as the process taken as a whole,
involves significant periods of time and expense. There can be no assurance
that any products presently under development, if and when fully developed
and tested, will perform in accordance with the Company's expectations,
that necessary regulatory approvals will be obtained in a timely manner, if
at all, or that any of such products can be successfully and profitably
produced and marketed.
COMPETITION AND TECHNOLOGICAL CHANGE
The markets in which the Company does business are highly competitive
and subject to rapid technological change. Competitors include major
pharmaceutical companies, many of which have considerably greater
financial, technical, clinical, marketing and other resources and
experience than the Company. The markets in which the Company competes and
intends to compete are undergoing, and are expected to continue to undergo,
rapid and significant technological change, and the Company expects
competition to intensify as
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<PAGE>
technological advances in such fields are made. There can be no
assurance that developments by others will not render the products or
technologies of the Company obsolete or uncompetitive.
Revenues and gross profit derived from generic pharmaceutical products
tend to follow a pattern based on regulatory and competitive factors unique
to the generic pharmaceutical industry. As patents for brand name products
and related exclusivity periods mandated by regulatory authorities expire,
the first generic manufacturer to receive regulatory approval for generic
equivalents of such products is usually able to achieve relatively high
revenues and gross profit. As other generic manufacturers receive
regulatory approvals on competing products, prices and revenues typically
decline. Accordingly, the level of revenues and gross profit attributable
to generic products developed and manufactured by the Company is dependent,
in part, on its ability to develop and introduce new generic products, the
timing of regulatory approval of such products, and the number and timing
of regulatory approvals of competing products. In addition, competition in
the United States generic pharmaceutical market continues to intensify as
the pharmaceutical industry adjusts to increased pressures to contain
health care costs. Brand name companies are increasingly selling their
products into the generic market directly by acquiring or forming strategic
alliances with generic pharmaceutical companies. No regulatory approvals
are required for a brand name manufacturer to sell directly or through a
third party to the generic market, nor do such manufacturers face any other
significant barriers to entry into such market.
McGaw, Inc. ("McGaw"), a significant subsidiary of the Company which
provides intravenous solutions and related equipment to hospitals and
alternate site health care providers, faces substantial competition in the
markets in which it operates. There are three major suppliers of
intravenous solutions and related sets in the hospital and alternate site
health care markets: Baxter International, Inc. ("Baxter"), Abbott
Laboratories ("Abbott") and McGaw, with McGaw's share of this market (based
on revenues) accounting for less than 20%. Baxter and Abbott are major
diversified health care companies with significantly greater market shares
and financial, technological and marketing resources than McGaw. Baxter and
Abbott each offers a broad range of medical products in addition to
intravenous solutions, sets and related products, allowing them to give
different customer incentives, including higher volume discounts.
GOVERNMENTAL REGULATION
The Company's pharmaceutical and intravenous operations are subject to
extensive regulation by governmental authorities in the United States and
other countries, which regulate the testing, approval, manufacture,
labeling, marketing and sale of pharmaceutical products. The Company
devotes significant time, effort and expense addressing the extensive
government regulations applicable to its business, and in general, the
trend is towards more stringent regulation. The process of obtaining
regulatory approval is rigorous, time consuming and costly. There can be no
assurance that the Company will obtain necessary approvals on a timely
basis, if at all. Delays in receiving regulatory approvals would adversely
affect the Company's ability to market products commercially. Product
approvals by the United States Food and Drug Administration (the "FDA") and
comparable foreign regulatory authorities may be withdrawn if compliance
with regulatory standards is not maintained or if problems relating to the
products are experienced after initial approval.
HEALTH CARE REFORM
Political, economic and regulatory influences are resulting in
fundamental changes in the health care industry in the United States.
Numerous legislative proposals have been introduced or proposed in Congress
and in some state legislatures that would effect major changes in the
United States health care system nationally and at the state level. Reforms
under consideration include fundamental changes to the health care delivery
and payment system designed to, among other things, increase access to, and
decrease the cost of, health care. The Company anticipates that Congress
and state legislatures will continue to review and assess alternative
health care delivery systems and payment methods and that public debate of
these issues will likely continue in the future. Due to uncertainties
regarding the ultimate features of reform initiatives and their enactment
and implementation, the Company cannot predict which, if any, reform
proposals will be adopted, when they may
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be adopted or what impact they may have on the Company. There can be no
assurance that such reforms, if enacted, will not have a material adverse
effect on the Company.
CONCENTRATION OF OWNERSHIP
The executive officers and directors of the Company and two additional
shareholders of the Company currently have or share voting control over
approximately 26% of the issued and outstanding Company Common Stock.
Accordingly, such persons may have the ability to significantly influence
the election of the members of the Company's Board of Directors and other
corporate decisions.
VOLATILITY OF STOCK PRICE
The market prices for securities of companies engaged in pharmaceutical
development, including the Company, have been volatile. Among other things,
the announcement of technological innovations or new commercial products by
the Company or its competitors, changes in governmental regulation,
regulatory approvals by the Company or its competitors, developments
relating to patents or proprietary rights by the Company or its
competitors, publicity regarding actual or potential medical results with
respect to products under development by the Company or its competitors, as
well as period-to-period fluctuations in financial results, may have a
significant impact on the market price of the Company Common Stock. For the
52-week period ended June 27, 1995, the closing sale price per share of the
Company Common Stock, as reported on the American Stock Exchange, has
ranged from a high of $27 7/8 to a low of $14 7/8.
ACQUISITIONS AND OTHER CORPORATE TRANSACTIONS
The Company currently intends to expand through internal growth, the
acquisition of other businesses and strategic business alliances with other
companies, including licensing arrangements and joint ventures. The Company
regularly reviews potential acquisitions and business alliances, some of
which may be material, and is currently having preliminary discussions with
various companies with respect to various acquisitions and business
alliances which could result in material changes in the Company's financial
condition and operating results.
Historically, the Company has generally acquired other businesses
through the issuance of common stock. As reflected in the selected
historical financial information of the Company, since January 1, 1992, the
Company has acquired nine businesses which may be deemed significant under
applicable regulations of the SEC, all of which have involved the issuance
of shares of the Company Common Stock either alone or in combination with
cash payments. As consideration for any future acquisition, the Company may
pay cash, contribute assets, incur indebtedness or issue debt or equity
securities. The Company does not intend to seek shareholder approval for
any such acquisitions unless required by law or the rules of the AMEX.
There are currently 250 million shares of the Company Common Stock
authorized for issuance, of which approximately 114.8 million shares were
outstanding at May 25, 1995, and approximately 18.4 million shares were
reserved for issuance pursuant to stock option plans and other employee
benefit plans, conversion of outstanding warrants and debentures, and
conversion of the Company's 6 1/2% Convertible Subordinated Notes due 2001.
Accordingly, approximately 116.8 million shares of the Company Common Stock
are authorized and available for issuance from time to time in the
discretion of the Company's Board of Directors, including issuances in
connection with future acquisitions.
LITIGATION
In September 1994, parties purporting to be shareholders of the Company
filed a class action complaint against the Company, all but one of its
directors and certain of its officers in the United States District Court
for the Southern District of Florida which consolidates, amends and
supplements a number of similar complaints
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filed earlier in 1994. The consolidated lawsuit is styled HARVEY M.
JASPER RETIREMENT TRUST AND HARVEY M. JASPER INDIVIDUAL RETIREMENT ACCOUNT
ET AL. VS. IVAX CORPORATION AND PHILLIP FROST ET AL. Plaintiffs seek to act
as representatives of a class consisting of all purchasers of the Company
Common Stock between January 14 and May 2, 1994, including as a subclass
parties who exchanged their shares of McGaw common stock for the Company
Common Stock in connection with the Company's acquisition of McGaw in March
1994. In general, the complaints allege violations of Sections 10(b), 14(a)
and 20(a) of the Exchange Act and the rules promulgated thereunder, and
Sections 11, 12(2) and 15 of the Securities Act of 1933, as amended (the
"Securities Act"), as well as a claim for negligent misrepresentation. The
complaint alleges that the Company made untrue statements of material fact
and/or omitted to state material facts necessary to make statements made
not misleading in its public disclosure documents, in communications to
securities analysts and to the public, and in the Company's registration
statement and proxy statement-prospectus distributed in connection with the
acquisition of McGaw, relating primarily to net revenues and earnings,
verapamil sales, and effects of competition in the verapamil tablet market
on the Company's net revenues and earnings. In addition, the former
chairman and chief executive officer of McGaw individually filed a similar
complaint, now pending in the Southern District of Florida, against the
Company and Dr. Frost, alleging many of the same securities laws violations
as the preceding complaint and certain additional state law claims. The
class action complaint seeks an unspecified amount of compensatory and
recessionary damages, equitable and/or injunctive relief, interest,
litigation costs and attorneys' fees. The complaint filed by the former
McGaw chairman seeks up to $21 million in compensatory damages (and up to
$48 million in rescissionary damages upon tender of the Company shares held
by plaintiff), as well as punitive damages, litigation costs and attorneys'
fees. The former McGaw chairman's suit has been consolidated for all
purposes, including trial, with the class action suit described above. The
outside directors of the Company initially named as defendants in the class
action suit were dismissed without prejudice from the consolidated actions
pursuant to a stipulation filed in January 1995. In February 1995, the
Company and certain of its officers and directors filed a motion to dismiss
the consolidated amended complaint. In March 1995, the former McGaw
chairman filed a motion to opt out of the class action and to proceed under
a separate complaint. All of these motions remain pending.
In July 1994, an action styled ABS MB INVESTMENT LIMITED PARTNERSHIP
AND ABS MB LTD. VS. IVAX CORPORATION was filed against the Company in the
United States District Court for the District of Maryland. Plaintiffs,
shareholders of McGaw at the time of its acquisition by the Company,
alleged that the Company violated Sections 11 and 12(2) of the Securities
Act, as well as certain state securities laws, and that it breached certain
provisions of the merger agreement and the Company's bylaws, by issuing to
plaintiffs shares of the Company's common stock subject to the restrictions
imposed by Rule 145 promulgated under the Securities Act and Accounting
Series Release 135 ("ASR 135"). ASR 135 provides that an affiliate of any
company in a business combination to be treated as a pooling of interest
may not sell or reduce its risk relative to common shares received in the
business combination until such time as financial results covering at least
30 days of post-merger combined operations have been published. The
plaintiffs claim that, as a result of the restrictions imposed on the
certificates issued to them, they suffered damages from the loss of value
of their shares, and seek damages of $11 million, plus expenses and
attorneys' fees. In August 1994, plaintiffs filed a motion for partial
summary judgment, and in September 1994, the Company filed a motion to
dismiss and a motion to transfer venue to the Southern District of Florida.
All of these motions remain pending.
In late April 1995, Zenith Laboratories, Inc. ("Zenith"), a
wholly-owned subsidiary of the Company, received approvals from the Food
and Drug Administration to manufacture and market the antibiotic cefaclor
in capsule and oral suspension formulations in the United States. Cefaclor
is the generic equivalent of Ceclor registered trademark, a product of Eli
Lilly and Company ("Lilly"). On April 27, 1995, Lilly filed a lawsuit against
Zenith and others styled ELI LILLY AND COMPANY V. AMERICAN CYANAMID COMPANY,
BIOCRAFT LABORATORIES, INC., ZENITH LABORATORIES, INC. AND BIOCHIMICA OPOS
S.P.A. in the United States District Court for the Southern District of
Indiana, Indianapolis Division. In general, the lawsuit alleges that Zenith's
cefaclor raw material supplier, a third party unaffiliated with the
Company, manufactures cefaclor raw material in a manner which infringes two
process patents owned by Lilly, and that Zenith and the other named
defendants have knowingly and willfully infringed and induced the supplier
to infringe the patents by importing the raw material into the United
States.
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The lawsuit seeks to enjoin Zenith and the other defendants from
infringing or inducing the infringement of the patents and from making,
using or selling any product incorporating the raw material provided by
such supplier, and seeks an unspecified amount of monetary damages and the
destruction of all cefaclor raw material manufactured by the supplier and
imported into the United States. On April 17, 1995, Lilly filed a motion,
which is presently pending, for preliminary injunction against the United
States based defendants, including Zenith, which seeks to enjoin them from
importing, using or selling cefaclor. Ceclor registered trademark is a
registered trademark of Eli Lilly and Company.
The Company intends to defend each of the foregoing lawsuits
vigorously. Although the Company believes such lawsuits are without merit,
any of such lawsuits, if determined adversely to the Company, would likely
have a material adverse effect on the Company's financial position and
results of operations. Additional information concerning this and other
lawsuits pending against the Company and its subsidiaries is contained in
the Company's reports incorporated herein by reference. See "Information
Incorporated by Reference."
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by the Company from time to time in the acquisition of other
businesses or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
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SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain financial information of the
Company and its consolidated subsidiaries and is qualified in its entirety
by, and should be read in conjunction with, the detailed information and
consolidated financial statements, including notes thereto, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
The unaudited consolidated interim period financial statements include, in
the opinion of management, all adjustments necessary to present fairly the
data for such periods. The results of operations for interim periods are
not necessarily indicative of results to be achieved for full fiscal years.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, (1)(2) YEAR ENDED DECEMBER 31,(1)(2)
---------------- --------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net revenues............................ $281,080 $259,474 $1,134,806 $1,062,945 $853,497 $600,766 $329,066
Income before
extraordinary items.................... 23,303 24,968 89,872 107,982 37,410 15,647 7,159
Net income.............................. 23,357 23,320 89,049 99,354 29,820 17,850 7,874
Earnings per common share:
Primary:
Earnings before extra-
ordinary items....................... .20 .21 .77 .94 .37 .17 .08
Net earnings.......................... .20 .20 .76 .87 .29 .19 .09
Fully Diluted:
Earnings before extra-
ordinary item........................ .20 .21 .77 .93 .37 .17 .08
Net earnings.......................... .20 .20 .76 .86 .29 .19 .09
Weighted average number of common
shares outstanding, primary ........... 117,564 117,057 116,339 114,722 99,642 91,714 83,348
Weighted average number of common
shares outstanding,
fully diluted ......................... 118,690 117,347 116,792 115,504 99,928 92,927 83,387
Cash dividends per common share......... $ - $ - $ .06 $ .04 $ - $ - $ -
</TABLE>
-9-
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA - (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, (1)(2) DECEMBER 31,(1)(2)
---------------- ------------------------------------
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Working capital......................... $ 344,102 $ 332,818 $ 295,413 $214,479 $199,910 $ 56,218
Total assets............................ 1,133,259 1,106,704 1,001,279 848,075 812,484 465,831
Total long-term debt, net of
current portion........................ 248,679 253,839 278,708 334,722 313,951 208,729
Shareholders' equity ................... 670,448 634,456 527,772 339,657 295,969 131,229
Book value per common
share (3).............................. 5.85 5.56 4.65 3.05 2.71 1.31
<FN>
(1) Figures have been restated to reflect the acquisitions of the
following companies, each of which was accounted for under the pooling
of interests method of accounting: Zenith Laboratories, Inc. and McGaw,
Inc. (since its inception in October 1990) in 1994; Johnson Products
Co., Inc. in 1993; Willen Drug Company, DVM Pharmaceuticals, Inc.,
Waverley Pharmaceuticals Limited, and H N Norton Co. in 1992; and
Norton Healthcare Limited in 1990. Figures include the results of the
following businesses acquired by purchase since the respective
acquisition dates: 60% of the shares of Galena, a.s., on July 25,
1994; certain assets and the assumption of certain liabilities of Elf
Atochem North America, Inc. on June 7, 1993; Flori Roberts, Inc. on
July 28, 1992; and Goldline Laboratories, Inc. and Bioline
Laboratories, Inc. effective December 1, 1991.
(2) All references in the table to the number of common shares
and all per share amounts have been adjusted to give retroactive
effect to the three-for-two stock split effected in the form of a
stock dividend paid on March 25, 1991 and the three-for-two stock
split paid on November 15, 1991.
(3) Assumes conversion of Zenith's 10.00% Cumulative Convertible Preferred
Stock.
</FN>
</TABLE>
-10-
<PAGE>
OTHER INFORMATION
Acquisitions involving the offer and issuance of shares of the
Company Common Stock may require approval by certain federal and state
regulatory bodies. The rights of dissenting stockholders of any acquired
corporation and the federal income tax consequences for persons involved in
any acquisition involving the issuance of shares of the Company Common
Stock will be determined on a case-by-case basis for each acquisition.
RESTRICTIONS ON RESALE
This Prospectus, which has been prepared in accordance with the
SEC's Form S-4, is not available for use in connection with reoffers or
resales of securities acquired pursuant to this Prospectus by persons who
may be deemed "affiliates" of the Company as such term is defined by the
SEC. Such "affiliates" may sell such shares only pursuant to a prospectus
prepared in accordance with a Commission form which is available for such
purpose or pursuant to an available exemption from the registration
requirements of the Securities Act.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company, incorporated by reference in this Prospectus and
elsewhere in the Registration Statement, as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994, have
been audited by Arthur Andersen LLP, independent public accountants, and its
report is included in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report. The consolidated financial
statements and financial statement schedules of Zenith Laboratories, Inc.
and subsidiaries as of December 31, 1993 and for the years ended December 31,
1993 and 1992, included in the consolidated financial statements of the
Company incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and its report is included in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report. The consolidated financial statements of McGaw, Inc. as of December
31, 1993 and for the years ended December 31, 1993 and 1992, included in the
consolidated financial statements of the Company incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of the Company Common Stock being
registered under the Registration Statement of which this Prospectus is a
part will be passed upon for the Company by Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., 150 West Flagler Street, Suite 2200, Miami,
Florida 33130-1557.
-11-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0831 of the Florida Business Corporation Act (the "Florida
Act") provides that a director is not personally liable for monetary damages to
the corporation or any person for any statement, vote, decision or failure to
act regarding corporate management or policy, by a director, unless: (a) the
director breached or failed to perform his duties as a director; and (b) the
director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a corporation shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the corporation), by reason of the fact
that he is or was a director, officer or employee or agent of the corporation
against liability incurred in connection with such proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also provides that a corporation shall have the power to
indemnify any person, who was or is a party to any proceeding by, or in the
right of, the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Under Section 607.0850, indemnification is authorized if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue, or matter as to which such person is
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court deems proper. To the
extent that a director, officer, employee or agent has been successful on the
merits or otherwise in defense of any of the foregoing proceedings, or in
defense of any claim, issue or matter therein Section 607.0850 provides that, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith. Under Section 607.0850, any indemnification, unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that the indemnification of
the director, officer, employee or agent is proper under the circumstances
because he has met the applicable standard of conduct. Notwithstanding the
failure of a corporation to provide indemnification, and despite any contrary
determination by the corporation in a specific case, Section 607.0850 permits a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding to apply for indemnification to the appropriate court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.
Section 607.0850 also provides that a corporation has the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of Section 607.0850.
<PAGE>
The Registrant's bylaws provide that it shall indemnify its officers and
directors and former officers and directors to the full extent permitted by law.
The Registrant has entered into indemnification agreements with its
directors and certain of its officers. The indemnification agreements generally
provide that the Registrant will pay certain amounts incurred by an officer or
director in connection with any civil or criminal action or proceeding and
specifically including actions by or in the name of the Registrant (derivative
suits) where the individual's involvement is by reason of the fact that he was
or is an officer or director. Under the indemnification agreements, an officer
or director will not receive indemnification if such person is found not to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant. The agreements provide a number
of procedures and presumptions used to determine the officer's or director's
right to indemnification and include a requirement that in order to receive an
advance of expenses, the officer or director must submit an undertaking to repay
any expenses advanced on his behalf that are later determined he was not
entitled to receive.
The Registrant's directors and officers are covered by insurance policies
indemnifying them against certain liabilities, including liabilities under the
federal securities laws (other than liability under Section 16(b) of the
Exchange Act), which might be incurred by them in such capacities.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed as indicated below:
EXHIBITS DESCRIPTION
- -------- -----------
4.1 Indenture, dated November 26, 1991, between IVAX Corporation
and First Trust National Association, as Trustee, with respect
to IVAX Corporation's 6 1/2% Convertible Subordinated Notes
due November 15, 2001 (incorporated by reference to
Exhibit 4.1 to IVAX Corporation's Annual Report on Form 10-K
for the year ended December 31, 1991).
4.2 Form of IVAX Corporation's 6 1/2% Convertible Subordinated
Notes due November 15, 2001 in Global Form (incorporated by
reference to Exhibit 4.2 to IVAX Corporation's Annual Report
on Form 10-K for the year ended December 31, 1991).
4.3 Indenture, dated March 31, 1992, between McGaw, Inc. and First
Trust National Association, as Trustee, with respect to McGaw,
Inc.'s 10 3/8% Senior Notes due 1999 (incorporated by
reference to McGaw, Inc.'s Registration Statement on Form S-1,
Registration Statement No. 33-45249).
5 Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., as to the legality of securities being
issued.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included with signature pages to this
Registration Statement)
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes: (a) 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 of 1933; (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; and (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; (b) 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 the time shall be deemed to be the initial bona
fide offering thereof; and (c) 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.
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 provisions described in Item 20 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes 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.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
<PAGE>
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Miami, State of Florida, on the 30th day of June, 1995.
IVAX CORPORATION
By: s/s PHILLIP FROST, M.D.
--------------------------
Phillip Frost, M.D.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phillip Frost, M.D. and Richard C. Pfenniger,
Jr., and each of them acting alone, 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 and on the dates indicated.
NAME TITLE DATE
---- ----- ----
s/s PHILLIP FROST, M.D.
- ---------------------------- Chairman of the Board and June 30, 1995
Phillip Frost, M.D. Chief Executive Officer
(Principal Executive
Officer)
s/s MICHAEL W. FIPPS
- ---------------------------- Chief Financial Officer June 30, 1995
Michael W. Fipps (Principal Financial and
Accounting Officer)
s/s MARK ANDREWS
- ---------------------------- Director June 30, 1995
Mark Andrews
s/s LLOYD BENTSEN
- ---------------------------- Director June 30, 1995
Lloyd Bentsen
<PAGE>
NAME TITLE DATE
---- ----- ----
s/s ERNST BIEKERT, PH.D.
- ---------------------------- Director June 30, 1995
Ernst Biekert, Ph.D.
s/s LESLIE B. DANIELS
- ---------------------------- Director June 30, 1995
Leslie B. Daniels
s/s DANTE B. FASCELL
- ---------------------------- Director June 30, 1995
Dante B. Fascell
s/s JACK FISHMAN, PH.D.
- ---------------------------- Director and Vice Chairman June 30, 1995
Jack Fishman, Ph.D. of the Board
s/s HAROLD S. GENEEN
- ---------------------------- Director June 30, 1995
Harold S. Geneen
s/s PETER M. GOTTSEGEN
- ---------------------------- Director June 30, 1995
Peter M. Gottsegen
s/s JANE HSIAO, PH.D.
- ---------------------------- Director and Vice Chairman- June 30, 1995
Jane Hsiao, Ph.D. Technical Affairs
s/s LYLE KASPRICK
- ---------------------------- Director June 30, 1995
Lyle Kasprick
s/s ISAAC KAYE
- ---------------------------- Director and Deputy Chief June 30, 1995
Isaac Kaye Executive Officer
s/s HARVEY M. KRUEGER
- ---------------------------- Director June 30, 1995
Harvey M. Krueger
s/s JOHN H. MOXLEY III, M.D.
- ---------------------------- Director June 30, 1995
John H. Moxley III, M.D.
- ---------------------------- Director June 30, 1995
M. Lee Pearce, M.D.
s/s MICHAEL WEINTRAUB
- ---------------------------- Director June 30, 1995
Michael Weintraub
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
5 Opinion of Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A., as to the legality of securities
being issued.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Coopers & Lybrand L.L.P.
June 29, 1995
Phillip Frost, M.D.
Chairman of the Board,
Chief Executive Officer and President
IVAX Corporation
8800 N.W. 36th Street
Miami, Florida 33178
RE: REGISTRATION STATEMENT ON FORM S-4
OF IVAX CORPORATION
10,000,000 SHARES OF COMMON STOCK
Dear Dr. Frost:
As counsel to IVAX Corporation, a Florida corporation (the
"Corporation"), we have examined the Articles of Incorporation and
Bylaws of the Corporation as well as such other documents and
proceedings as we have considered necessary for the purposes of
this opinion. We have also examined and are familiar with the
Corporation's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission under the Securities Act of
1933, on June 29, 1995, relating to 10,000,000 shares of the
Corporation's common stock, par value $.10 per share (the "Common
Stock"), to be issued by the Corporation in connection with future
acquisitions of other businesses and properties ("Acquisitions").
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that
the issuance and delivery of the Common Stock by the Corporation in
the future in connection with Acquisitions will, upon payment of
<PAGE>
adequate consideration thereof to the Corporation in accordance
with the terms of such Acquisitions, be legally issued, fully paid
and non-assessable.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
CONSENT OF COUNSEL
We hereby consent to the use of our opinion included herein and
to all references to this firm under the heading "Legal Matters" in
the Prospectus constituting a part of this Registration Statement of
IVAX Corporation on Form S-4.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
Miami, Florida
June 29, 1995
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on
Form S-4, of our report dated March 21, 1995, included in IVAX
Corporation's Form 10-K for the year ended December 31, 1994 and to
all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Miami, Florida
June 28, 1995
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-4, of our report dated March 25, 1994 with
respect to the consolidated financial statements of McGaw, Inc. as
of December 31, 1993 and for the years then ended, which report is
included as an exhibit to the IVAX Corporation Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent to
all references to our Firm included in this Registration Statement.
ERNST & YOUNG LLP
Orange County, California
June 28, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of IVAX Corporation on Form S-4, of our report on Zenith
Laboratories, Inc. and Subsidiaries dated February 24, 1994, on our
audits of the consolidated financial statements and financial
statement schedules of Zenith Laboratories, Inc. and Subsidiaries
as of December 31, 1993, and for the years ended December 31, 1993
and 1992, which report is included as an exhibit to the IVAX
Corporation Annual Report on Form 10-K for the year ended December
31, 1994. We also consent to the reference to our Firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
Parsipanny, New Jersey
June 28, 1995
