As filed with the Securities and Exchange Commission on December 18, 1995
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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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FLORIDA 16-1003559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8800 NORTHWEST 36TH STREET
MIAMI, FLORIDA 33178
(305) 590-2200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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IVAX CORPORATION EMPLOYEE SAVINGS PLAN (PUERTO RICO)
(Full title of the Plan)
ARMANDO A. TABERNILLA
VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
IVAX CORPORATION
8800 NORTHWEST 36TH STREET
MIAMI, FLORIDA 33178
(305) 590-2200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED PROPOSED
OF SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF
REGISTERED(1) TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER SHARE (2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 25,000 shares $27.50 $687,500 $237.07
===================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock of IVAX Corporation as reported on the
American Stock Exchange on December 13, 1995.
</FN>
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by IVAX Corporation, a Florida
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
(5) The Registrant's Current Report on Form 8-K, dated October 18,
1995.
(6) The Registrant's Current Report on Form 8-K, dated November 15,
1995.
(7) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-B, dated July 28,
1993.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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<PAGE>
Item 6. 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. Section 607.0850 further provides that
such indemnification shall be 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 shall be made under
this provision in respect of any claim, issue, or matter as to which such person
shall have been 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 shall
deem proper. Section 607.0850 further provides that 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, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith. Under Section
607.0850, any indemnification under the foregoing provisions, 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 such indemnification, and despite any contrary
determination by the corporation in a specific case, a director, officer,
employee or agent of the corporation who is or was a party to a proceeding may
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.
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<PAGE>
Section 607.0850 also provides that a corporation shall have
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.
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 each of its officers and directors. 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 8-B (Registration No. 1-9623) dated July 28,
1993).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form 8-B
(Registration No. 1-9623) dated July 28, 1993).
5 Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A. (included as part of Exhibit 5 above).
23.2 Consent of Arthur Andersen L.L.P.
23.3 Consent of Ernst & Young LLP
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<PAGE>
23.4 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included as part of the Signature Page of
this Registration Statement).
Item 9. 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 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.
Notwithstanding the foregoing, any
increase or decrease in volume of
securities offered (if the total
dollar value of securities offered
would not exceed that which was
registered) and any deviation from
the low or high end of the estimated
maximum offering range may be
reflected in the form of prospectus
filed with the Commission pursuant
to Rule 424(b) if, in the aggregate,
the changes in volume and price
represent no more than a 20% change
in the maximum aggregate offering
price set forth in the "Calculation
of Registration Fee" table in the
effective registration statement;
(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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new Registration Statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(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 of 1933, each
filing of the 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 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 18th day of December,
1995.
IVAX CORPORATION
By: /s/ PHILLIP FROST, M.D.
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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, his true and lawful attorney-in-fact and
agent, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ PHILLIP FROST, M.D. Chairman of the Board and December 18, 1995
- ----------------------------- Chief Executive Officer
Phillip Frost, M.D.
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ MICHAEL W. FIPPS Senior Vice President - December 18, 1995
- ----------------------------- Finance and Chief Financial Officer
Michael W. Fipps
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ISAAC KAYE Director and Deputy December 18, 1995
- ----------------------------- Chief Executive Officer
Isaac Kaye
Director and
- ----------------------------- Vice Chairman
Jack Fishman, Ph.D.
Director
- -----------------------------
Mark Andrews
Director
- -----------------------------
Lloyd Bentsen
/s/ ERNST BIEKERT, PH.D. Director December 18, 1995
- -----------------------------
Ernst Biekert, Ph.D.
/s/ DANTE B. FASCELL Director December 18, 1995
- -----------------------------
Dante B. Fascell
Director
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Harold S. Geneen
/s/ JANE HSIAO, PH.D. Director December 18, 1995
- -----------------------------
Jane Hsiao, Ph.D.
/s/ LYLE KASPRICK Director December 18, 1995
- -----------------------------
Lyle Kasprick
Director
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Harvey M. Krueger
/s/ JOHN H. MOXLEY, III, M.D. Director December 18, 1995
- -----------------------------
John H. Moxley, III, M.D.
Director
- -----------------------------
M. Lee Pearce, M.D.
/s/ MICHAEL WEINTRAUB Director December 18, 1995
- -----------------------------
Michael Weintraub
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the IVAX Corporation Employee Savings Plan (Puerto Rico) has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Miami, State of Florida
on December 18, 1995.
IVAX CORPORATION EMPLOYEE SAVINGS PLAN (PUERTO RICO)
By: IVAX CORPORATION,
PLAN ADMINISTRATOR
By: /s/ ANDREW ZINZI
------------------------------------------------
Andrew Zinzi,
Vice President-Finance and Treasurer
EXHIBIT 5
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 /bullet/ BROWARD (305) 463-5440
FAX (305) 789-3395
December 18, 1995
Phillip Frost, M.D.
Chairman of the Board and
Chief Executive Officer
IVAX Corporation
8800 Northwest 36th Street
Miami, Florida 33178
Dear Dr. Frost:
We have acted as counsel for IVAX Corporation, a Florida corporation
(the "Company"), with respect to the preparation and filing with the Securities
and Exchange Commission (the "SEC") of a Registration Statement on Form S-8 (the
"Registration Statement") in connection with the registration of 25,000 shares
(the "Shares") of the Company's common stock, par value $.10 per share (the
"Common Stock"), issuable pursuant to the IVAX Corporation Employee Savings Plan
(Puerto Rico) (the "Plan").
In connection with our opinion, we have examined: (i) the Registration
Statement, including all exhibits thereto, as filed with the SEC; (ii) the
Articles of Incorporation and Bylaws, as amended, of the Company; (iii) the Plan
document; and (iv) such other documents, certificates and proceedings as we have
considered necessary or appropriate for the purposes of this opinion. We have
also examined and are familiar with the proceedings taken by the Company to
authorize the issuance of the Shares pursuant to the Plan.
In rendering this opinion, we have undertaken no independent review of
the operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed, without
independent investigation: (i) the authenticity of all documents submitted to us
as originals; (ii) the conformity to original documents of all documents
submitted to us as certified or photostatic copies; (iii) the
<PAGE>
Phillip Frost, M.D.
December 18, 1995
Page 2
authenticity of the originals of such latter documents; (iv) that all factual
information supplied to us is accurate, true and complete; and (v) the
genuineness of all signatures. In addition, as to questions of fact material to
the opinions expressed herein, we have relied upon the accuracy of: (i) all
representations and warranties as to factual matters contained in any of the
documents submitted to us for purposes of rendering the opinion; and (ii)
factual recitals made in the resolutions adopted by the Board of Directors of
the Company. We express no opinion as to federal securities laws or the "blue
sky" laws of any state or jurisdiction.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares registered under
the Registration Statement which are issuable in accordance with the Plan, will,
if and when issued and delivered by the Company, in accordance with the Plan, be
validly issued, fully paid and non-assessable. We also are of the opinion that
the provisions of the written document constituting the Plan comply with the
requirements of the Employee Retirement Income Security Act of 1974, as amended,
pertaining to such provisions.
This opinion is intended solely for the Company's use in connection
with the registration of the 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 we
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. We hereby consent to the inclusion of
this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement 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,
December 18, 1995.
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
IVAX Corporation pertaining to the IVAX Corporation Employee Savings Plan
(Puerto Rico) of our report dated March 25, 1994, with respect to the
consolidated financial statements of McGaw, Inc., for the years ended December
31, 1993, and 1992, included as an exhibit to the IVAX Corporation Annual
report on Form 10-K for the year ended December 31, 1994 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP
Orange County, California
December 18, 1995
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
IVAX Corporation on Form S-8 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.
Coopers & Lybrand L.L.P.
Parsippany, New Jersey
December 18, 1995
