SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
IVAX CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee:
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
IVAX CORPORATION
PHILLIP FROST, M.D. MIAMI, FLORIDA
Chairman of the Board and
Chief Executive Officer
June 28, 1995
Dear Fellow Shareholder:
You are cordially invited to attend the 1995 annual meeting of
shareholders of IVAX Corporation (the "Company"). The meeting will be
held at 10:00 a.m. on Friday, July 28, 1995, at the Doral Golf Resort
and Spa, Grand Ballroom C, 4400 Northwest 87th Avenue, Miami, Florida.
The enclosed notice and proxy statement contain details
concerning the business to be considered at the meeting. The Board of
Directors of the Company recommends a vote "FOR" the election of
sixteen directors to serve until the 1996 annual meeting of
shareholders.
We sincerely hope that you will be present at the annual
meeting. Whether or not you plan to attend, please complete, sign, date
and return the accompanying proxy card in the enclosed envelope to
ensure that your shares will be represented at the meeting.
A copy of the Company's 1994 Annual Report to Shareholders is
also enclosed.
Sincerely,
/s/ PHILLIP FROST, M.D.
Phillip Frost, M.D.
<PAGE>
IVAX CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 1995
To the Shareholders of
IVAX Corporation:
The annual shareholders meeting of IVAX Corporation (the "Company")
will be held at the Doral Golf Resort and Spa, Grand Ballroom C, 4400 Northwest
87th Avenue, Miami, Florida, on Friday, July 28, 1995, at 10:00 a.m., local
time, for the following purposes:
(1) to elect sixteen directors to serve until the 1996 annual meeting
of shareholders; and
(2) to transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on June 19, 1995
are entitled to notice of and to vote at the meeting or any adjournments
thereof. A list of such shareholders will be available for inspection during
normal business hours at the offices of the Company located at 8800 Northwest
36th Street, Miami, Florida during the 10 days preceding the meeting.
By Order of the Board of Directors
ARMANDO A. TABERNILLA
SECRETARY
Miami, Florida
June 28, 1995
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE>
IVAX CORPORATION
8800 NORTHWEST 36TH STREET
MIAMI, FLORIDA 33178-2404
(305) 590-2200
PROXY STATEMENT
This proxy statement is furnished by the Board of Directors of IVAX
Corporation, a Florida corporation (the "Company"), in connection with its
solicitation of proxies for use at the annual meeting of shareholders to be held
on July 28, 1995 (the "Annual Meeting"), at the time and place set forth in the
accompanying Notice of Annual Meeting of Shareholders, and at any adjournments
thereof. Mailing of the proxy statement and the accompanying proxy card to
shareholders will commence on or about June 28, 1995.
Record holders of common stock, par value $.10 per share (the "Common
Stock"), at the close of business on June 19, 1995 (the "Record Date") are
entitled to one vote for each share held on all matters to be considered at the
Annual Meeting. On the Record Date, 114,915,558 shares of Common Stock were
outstanding and entitled to vote.
VOTING
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted in accordance with the directions given and, in
connection with any other business that may properly come before the Annual
Meeting, in the discretion of the persons named in the proxy. With respect to
the proposal to elect sixteen directors to serve until the 1996 annual meeting,
shareholders may vote in favor of all nominees or withhold their votes as to all
or specific nominees. If no direction is given on a proxy, it will be voted for
the election of all director nominees.
A proxy delivered pursuant to this solicitation is revocable at any
time prior to its exercise by giving written notice to the Secretary of the
Company, by delivering a later dated proxy, or by voting in person at the Annual
Meeting. Attendance at the Annual Meeting will not, in itself, constitute
revocation of a proxy.
A majority of the outstanding shares of Common Stock, represented in
person or by proxy, constitutes a quorum for transaction of business at the
Annual Meeting. The election of directors will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting; accordingly, votes that are withheld and broker non-votes will
not affect the outcome of the election.
<PAGE>
PRINCIPAL SECURITY HOLDERS
The following table sets forth certain information with respect to the
only persons known by the Company to own beneficially in excess of five percent
of the outstanding shares of Common Stock as of June 1, 1995.
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OF SHARES OF CLASS
- - ------------------------------------ --------- --------
<S> <C> <C>
Phillip Frost, M.D. 14,034,762 (1) 12.2%
8800 Northwest 36th Street
Miami, Florida 33178-2404
Azure Limited 7,988,493 (2) 7.0%
c/o Charter Management, Ltd.
Town Mills
Trinity Square
St. Peter Port
Guernsey, Channel Islands
Heine Securities Corporation 7,583,812 (3) 6.6%
51 John F. Kennedy Parkway
Short Hills, new Jersey 07078
<FN>
- - --------------
(1) Includes 65,250 shares held directly, 544 shares held by the Employee
Savings Plan, 112,500 shares which may be acquired pursuant to stock
options exercisable within 60 days of June 1, 1995, 13,648,413 shares held
by Frost-Nevada Limited Partnership ("FNLP"), 15,748 shares which may be
acquired by FNLP upon conversion of $500,000 in principal amount of the
Company's 6 1/2% Convertible Subordinated Notes Due 2001, 192,307 shares
which may be acquired by FNLP upon conversion of a $1,000,000 convertible
debenture. Dr. Frost is the sole limited partner of FNLP and the sole
shareholder, officer and director of Frost-Nevada Corporation, the general
partner of FNLP. Dr. Frost disclaims beneficial ownership of an additional
123,034 shares held of record by his wife. Dr. Frost is a director and
executive officer of the Company.
(2) Azure Limited holds the shares as trustee for Charter Trust Company, the
trustee of the I. Kaye Family Trust, created by Mr. Isaac Kaye in 1988.
The beneficiaries of the I. Kaye Family Trust may include, among others,
Mr. Kaye's children. Mr. Kaye is neither a beneficiary nor a trustee of
such trust, and he disclaims beneficial ownership of all of the shares
owned by Azure Limited. Mr. Kaye is a director and executive officer of
the Company.
(3) According to information contained in Schedule 13G filed by Heine
Securities Corporation ("HSC"), a registered investment advisor, and
Michael F. Price, its president (i) one or more of HSC's advisory clients
is the legal owner of the shares, (ii) pursuant to investment advisory
agreements with HSC's clients, HSC and Mr. Price have sole investment
discretion and voting authority with respect to such shares, and (iii) HSC
and Mr. Price disclaim beneficial ownership with respect to such shares.
</FN>
</TABLE>
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<PAGE>
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board of Directors set the number of directors constituting the Board
at sixteen directors. The persons named below were designated by the Board of
Directors as nominees for election as directors to hold office until the next
annual meeting of shareholders or until their successors are elected and
qualified. All of the nominees except Dr. Hsiao and Messrs. Bentsen, Daniels and
Gottsegen are incumbent directors and were previously elected by the
shareholders. Dr. Hsiao and Messrs. Bentsen, Daniels and Gottsegen were
appointed by the Board of Directors in February 1995 to fill vacancies on the
Board. Although management does not anticipate that any nominee will be unable
or unwilling to serve as director, in the event of such an occurrence, proxies
may be voted in the discretion of the persons named in the proxy for a
substitute designated by the Board of Directors, unless the Board of Directors
determines to reduce the number of directors constituting the Board.
In connection with the acquisition of Norton Healthcare Limited, the
Company's principal United Kingdom pharmaceuticals subsidiary, the Company
agreed to nominate Mr. Kaye for successive terms as a director for so long as
he is an employee of the Company or any of its subsidiaries pursuant to his
existing employment agreement, described below under "Executive Compensation."
In connection with the December 1994 acquisition of Zenith Laboratories, Inc.,
the Company agreed to nominate Messrs. Daniels and Gottsegen to the Board
through 1997, and to use reasonable efforts to have them elected.
MARK ANDREWS Mr. Andrews has served as the Chairman of the Board of
Director since 1987 Directors and Chief Executive Officer of American
Age 45 Exploration Company (oil and gas exploration and
production) since 1980, and was its President from 1980
to 1988.
LLOYD BENTSEN Mr. Bentsen served as the 69th Secretary of the Treasury of
Director since 1995 the United States from January 1993 until December 1994.
Age 74 From 1971 until his appointment as Secretary of the
Treasury, he served as a United States Senator from the
State of Texas. He is a director of Panhandle Eastern, Inc.
(natural gas), American International Group, Inc.
(insurance) and AEA Investors Inc.(investment firm).
ERNST BIEKERT, PH.D. Dr. Biekert is a professor at the University of Heidelberg
Director since 1991 in Germany. He was the Chairman of the Board and Chief
Age 71 Executive Officer of Knoll A.G.(pharmaceuticals) from 1968
to 1985. Dr. Biekert was a consultant to BASF A.G.
(chemicals and pharmaceuticals) from 1985 to 1987 and was
Chairman of its pharmaceutical division from 1975 to 1985.
LESLIE B. DANIELS Mr. Daniels has been a principal of C.A.I. Advisors & Co.,
Director since 1995 an investment firm, since 1988. Mr. Daniels was Chairman of
Age 48 the Board of Directors of Zenith Laboratories, Inc. from
April 1990 to December 1994, and a director from December
1989 to December 1994.
DANTE B. FASCELL Mr. Fascell has been a partner of Holland & Knight, a
Director since 1993 Florida law firm, since May 1994. He was of counsel to Fine
Age 78 Jacobson Schwartz Nash & Block, P.A., a Florida law firm,
from 1993 to 1994. From 1955 to 1993, he served as a member
of the United States House of Representatives, and
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<PAGE>
was Chairman of the House Foreign Affairs Committee from
1984 to January 1993.
JACK FISHMAN, PH.D. Dr. Fishman has served as Vice Chairman of the Board since
Director since 1987 1991. From 1991 to February 1995, he served as the
Age 64 Company's Chief Scientific Officer. He is an Adjunct
Professor at The Rockefeller University and Director of
Research of Strang Cornell Cancer Research Laboratory, a
non-profit entity associated with Cornell University
Medical College. Dr. Fishman was President of the Company
from 1988 to 1991, and served as a Research Professor of
Biochemistry and Molecular Biology at the University of
Miami from 1988 to 1992.
PHILLIP FROST, M.D. Dr. Frost has served as Chairman of the Board of Directors
Director since 1987 and Chief Executive Officer of the Company since 1987. He
Age 58 served as the Company's President from July 1991 until
January 1995. He was the Chairman of the Department of
Dermatology at Mt. Sinai Medical Center of Greater Miami,
Miami Beach, Florida from 1972 to 1990. Dr. Frost was
Chairman of the Board of Directors of Key Pharmaceuticals,
Inc. from 1972 to 1986. He is Vice Chairman of the Board of
Directors of North American Vaccine, Inc., and a director
of American Exploration Company (oil and gas exploration
and production), Intercontinental Bank, NaPro
BioTherapeutics, Inc. (biopharmaceutical research and
development), and Whitman Medical Corp. (proprietary
education). He is a trustee of the University of Miami and
a member of the Board of Governors of the American Stock
Exchange.
HAROLD S. GENEEN Mr. Geneen has served as the Chairman of the Board of
Director since 1992 Directors of Gunther International Ltd. (automated document
Age 85 assembly systems) since September 1993. He also serves on
the boards of a number of privately-held companies. He was
Chairman of the Board of Directors of Finlay Enterprises,
Inc. (retail jewelry) from 1988 through 1993. Mr. Geneen
was Chairman of the Board of Directors of ITT Corporation
from 1965 until 1979, remained on the Board of Directors of
ITT Corporation until 1983, and presently is Chairman
Emeritus of ITT Corporation. He is a member of the Board of
Trustees of New York University, the Board of Trustees of
the Salk Institute, and the Board of Governors of the
University of Miami School of Medicine.
PETER M. GOTTSEGEN Mr. Gottsegen has been a principal of C.A.I. Advisors &
Director since 1995 Co., an investment firm, since January 1987. He was a
Age 50 director of Zenith Laboratories, Inc. from 1989 to December
1994.
JANE HSIAO, PH.D. Dr. Hsiao has served as the Company's Vice Chairman-
Director since 1995 Technical Affairs since February 1995. From 1992 until
Age 48 February 1995, she served as the Company's Chief Regulatory
Officer and Assistant to the Chairman, and Vice President-
Quality Assurance and Compliance of Baker Norton
Pharmaceuticals, Inc., the Company's principal proprietary
pharmaceutical subsidiary. From 1988 to 1992, Dr. Hsiao was
Vice President-Quality Assurance, Quality Control and
Regulatory Affairs of Baker Norton Pharmaceuticals, Inc.
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<PAGE>
LYLE KASPRICK Mr. Kasprick is a private investor. He has served as a
Director since 1987 director of North American Vaccine, Inc. since 1989, and
Age 62 served as its Chairman from June 1991 to January 1995. Mr.
Kasprick is a member of the Board of Directors of the
University of North Dakota Foundation.
ISAAC KAYE Mr. Kaye has served as Deputy Chief Executive Officer of
Director since 1990 the Company since 1990, and as Chief Executive Officer of
Age 65 Norton Healthcare Limited, the Company's principal United
Kingdom pharmaceutical subsidiary, since 1990. He was an
employee of Norton Healthcare from 1988 to 1990. Mr. Kaye
is a director of Whitman Medical Corp. (proprietary
education).
HARVEY M. KRUEGER Mr. Krueger has served as a Senior Managing Director of
Director since 1991 Lehman Brothers since 1991. For more than five years prior
Age 66 thereto, he was a Managing Director of Lehman Brothers and
its predecessor companies. He is a director of Automatic
Data Processing, Inc. (computing services), R.G. Barry
Corp. (footwear), Club Med, Inc. (resorts), and Chaus, Inc.
(women's clothing).
JOHN H. MOXLEY Dr. Moxley has served as Vice President of Korn/Ferry
III, M.D. International (executive recruiting firm) since 1989. From
Director since 1989 1987 to 1989, he was a self-employed medical consultant.
Age 60 From 1981 to 1987, Dr. Moxley served as Senior Vice
President of Corporate Planning and Alternative Services
for American Medical International, Inc. (hospital
ownership and management).
M. LEE PEARCE, M.D. Dr. Pearce is a private investor. Since 1987, he has served
Director since 1989 as Chairman, President and Chief Executive Officer of
Age 64 General Health, L.P. (hospital and health care management
consulting firm). From 1989 to 1990, he was Chairman of
the Board of Directors of AmeriFirst Bank. He is a director
of OrNda Healthcorp (hospitals).
MICHAEL WEINTRAUB Mr. Weintraub is a private investor. Since 1979, he has
Director since 1987 been a director of Gibson Security Corp., a privately-owned
Age 57 investment company, and has served as its Chairman and
President since 1990. Mr. Weintraub is a director of The
Continental Corporation (insurance holding company) and
NationsBank Corporation (bank holding company).
DIRECTOR COMPENSATION
During 1994, each director who was not employed by the Company received
$1,200 per year and an additional $250 for each board or committee meeting
attended, and was reimbursed for expenses incurred in attending meetings.
Effective January 1, 1995, each non-employee director will receive $10,000 per
year, and will be reimbursed for expenses incurred in attending board and
committee meetings. Pursuant to the 1994 Stock Option Plan, non-employee
directors automatically are granted each year, on the first business day
following the Company's annual meeting of shareholders, non-qualified options to
purchase 5,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of the grant.
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<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held eight meetings during 1994. During 1994, all
directors attended at least 75% of the meetings of the Board of Directors and
committees of the Board of Directors on which they served during the period in
which they served except Mr. Geneen. The Board of Directors has four standing
committees, described below. The Board of Directors does not have a nominating
committee, and the usual functions of such a committee are performed by the
entire Board of Directors.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to act for
the Board of Directors on certain matters during intervals between meetings of
the Board of Directors. The Executive Committee, the current members of which
are Drs. Frost and Fishman and Mr. Kaye, did not hold any meetings during 1994,
but did approve certain actions by written consent during the year.
AUDIT COMMITTEE. The principal functions of the Audit Committee include
reviewing the adequacy of the Company's internal systems of accounting controls,
recommending to the Board of Directors the appointment of independent auditors,
conferring with independent auditors and internal auditors concerning the scope
of their examinations of the books and records of the Company and their
independence, reviewing the financial statements of the Company and management's
disclosures, reviewing the independent auditors' findings and recommendations,
and considering other appropriate matters regarding the financial affairs of the
Company. The Audit Committee, the current members of which are Messrs. Andrews,
Geneen, Kasprick and Krueger, held four meetings during 1994.
COMPENSATION AND STOCK OPTION COMMITTEE. The principal functions of the
Compensation and Stock Option Committee are to approve or recommend to the Board
of Directors remuneration arrangements and compensation plans involving the
Company's directors and executive officers, to review with management the
Company's fringe benefit programs, and to administer the Company's stock option
plans. The Compensation and Stock Option Committee, the current members of which
are Mr. Weintraub and Drs. Moxley and Pearce, held four meetings during 1994.
REGULATORY COMPLIANCE COMMITTEE. The principal function of the Regulatory
Compliance Committee is to review with management the Company's compliance with
regulatory requirements. The Regulatory Compliance Committee, the current
members of which are Mr. Fascell and Dr. Biekert, held two meetings during 1994.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities with the Securities and Exchange Commission and the
American Stock Exchange. Directors, executive officers and 10% shareholders are
required to furnish the Company with copies of all Section 16(a) forms they
file. Based on a review of the copies of such reports furnished to the Company
and written representations from the Company's directors and executive officers
that no other reports were required, the Company believes that, during 1994, the
Company's directors, executive officers and 10% shareholders complied with all
Section 16(a) filing requirements applicable to them.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Fishman is entitled to receive $87,500 upon the first commercial sale
of a product covered by the patents relating to nalmefene, a compound under
development by the Company. The payment was
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<PAGE>
authorized in connection with the purchase of certain patents relating to
nalmefene, as partial consideration to Dr. Fishman for the waiver of certain
rights as the inventor under such patents.
Frost-Nevada Limited Partnership, a limited partnership beneficially
owned by Dr. Frost, holds $1,000,000 in principal amount of certain convertible
subordinated debentures issued by the Company in 1990. The debentures are
convertible into Common Stock at a price of $5.20, which is a 20% premium over
the market price of the Common Stock on the date the debentures were issued. The
debentures bear interest at a rate of 9%, pay interest quarterly, and are due in
1995.
In January 1989, the Company exchanged shares of Common Stock for
preferred stock of North American Vaccine, Inc. ("NAVA") presently convertible
into approximately 6% of NAVA's outstanding common stock. NAVA is engaged in the
research, development and manufacture of vaccines, primarily for the prevention
of pediatric infectious diseases. Certain executive officers and directors of
the Company serve as directors of NAVA.
The Company owns common stock and warrants to acquire common stock
constituting an aggregate of approximately 16% of the outstanding common stock
of NaPro BioTherapeutics, Inc. ("NaPro"), and is a party to an exclusive
agreement with NaPro to develop and market in certain territories paclitaxel
supplied by NaPro. Certain executive officers and directors of the Company serve
as directors of NaPro.
The Company is a party to a consulting agreement with Mr. Bentsen pursuant
to which he receives each year (1) $25,000, less any fees paid for his service
as a director of the Company, and (2) options to purchase 25,000 shares of
Common Stock, less any options received for his service as a director of the
Company. The agreement has a term of one year, and automatically renews for
successive one year terms unless terminated by either party.
EXECUTIVE OFFICERS WHO ARE NOT NOMINEES
Set forth below is a summary of the background and business experience of
the executive officers of the Company who are not nominees for director.
SAMUEL BRODER, M.D. Dr. Broder, age 50, has served as the Company's Senior
Vice President-Research and Development and Chief Scientific Officer since March
1995. He held various positions at the National Cancer Institute since 1972,
serving as its Director from 1989 until February 1995.
MICHAEL W. FIPPS. Mr. Fipps, age 52, has served as the Company's Chief
Financial Officer since July 1994. From 1973 to June 1994, he held various
positions at Bergen Brunswig Corporation (pharmaceutical wholesaler), serving as
its Vice President and Treasurer from 1985 to June 1994.
NORWICK B.H. GOODSPEED. Mr. Goodspeed, age 45, has been President and
Chief Executive Officer of McGaw, Inc., the Company's intravenous products
subsidiary, since December 1993. From May 1991 until December 1993, Mr.
Goodspeed was Senior Vice President, Sales and Marketing of McGaw, Inc. From
September 1988 to May 1991, he was the President and Chief Executive Officer of
Vical, Inc. (gene therapy).
JOHN H. KLEIN. Mr. Klein, age 49, has been President of the Company's
North American Multi-Source Pharmaceutical Group since January 1995, and
President of Zenith Goldline Pharmaceuticals, Inc., the Company's principal
domestic generic pharmaceutical subsidiary, since May 1995. He was President and
Chief Executive Officer of Zenith Laboratories, Inc. from May 1989 until its
acquisition by the Company in December 1994.
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<PAGE>
RICHARD C. PFENNIGER, JR. Mr. Pfenniger, age 39, has served as the
Company's Chief Operating Officer since May 1994, and as the President of the
Company's Health Care Group since January 1995. He served as Senior Vice
President-Legal Affairs and General Counsel of the Company from 1989 to May 1994
and as Secretary from 1990 to 1994. Prior to joining the Company, Mr. Pfenniger
was engaged in private law practice, most recently as a member of the law firm
of Greer, Homer & Bonner, P.A. in Miami, Florida. Mr. Pfenniger is a director of
NaPro BioTherapeutics, Inc. (biopharmaceutical research and development),
Whitman Medical Corp. (proprietary education) and North American Vaccine, Inc.
GERALD M. SALUTI, PH.D. Dr. Saluti, age 51, has served as President of
IVAX Industries, Inc., the Company's specialty chemicals subsidiary, since 1992.
From 1969 until 1991, he held various positions at American Cyanamid Company
(pharmaceuticals, chemicals and agriculture), and was President of its Polymer
Products Division from 1986 to 1991.
STOCK OWNERSHIP OF MANAGEMENT
The following table indicates, as of June 1, 1995, (1) the number of
shares of Common Stock beneficially owned by each director (all of whom are also
nominees for director) and by the executive officers named in the "Summary
Compensation Table" under "Executive Compensation" below, and by all directors
and executive officers as a group, and (2) the percentage such shares represent
of the total outstanding shares of Common Stock. All shares were owned directly
with sole voting and investment power unless otherwise indicated.
<TABLE>
<CAPTION>
SHARES
NAME OR IDENTITY BENEFICIALLY PERCENT OF
OF GROUP OWNED (1) CLASS
- - ---------------- ------------ ----------
<S> <C> <C>
Mark Andrews 20,000 (2) *
Lloyd Bentsen 0 *
Ernst Biekert, Ph.D. 20,000 (2) *
Leslie B. Daniels 762,436 (3) *
Dante B. Fascell 15,000 (2) *
Jack Fishman, Ph.D. 2,251,960 (4) 2.0%
Phillip Frost, M.D. 14,034,762 (5) 12.2%
Harold S. Geneen 25,500 (2) *
Peter M. Gottsegen 669,120 (3) *
Jane Hsiao, Ph.D. 2,281,363 (6) 2.0%
Lyle Kasprick 207,751 (2) *
Isaac Kaye 142,500 (2) *
Harvey M. Krueger 21,500 (2) *
John H. Moxley III, M.D. 29,450 (2) *
M. Lee Pearce, M.D. 306,250 *
Michael Weintraub 371,649 (7) *
Norwick B.H. Goodspeed 40,081 (2) *
Richard C. Pfenniger, Jr. 179,536 (8) *
All directors and executive 23,583,024 (9) 20.0%
officers as a group (22 persons)
<FN>
- - -------------
* Represents beneficial ownership of less than 1%.
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<PAGE>
(1) For purposes of this table, beneficial ownership is computed
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934; the inclusion
of shares as beneficially owned should not be construed as an admission that
such shares are beneficially owned for purposes of Section 16 of the Securities
Exchange Act of 1934.
(2) Includes shares which may be acquired pursuant to stock options
exercisable within 60 days of June 1, 1995 as follows: Mr. Andrews (20,000), Dr.
Biekert (20,000), Mr. Fascell (13,750), Mr. Geneen (20,000), Mr. Kasprick
(20,000), Mr. Kaye (112,500), Mr. Krueger (20,000), Dr. Moxley (26,250), and Mr.
Goodspeed (16,562).
(3) Includes 23,526 shares which may be acquired pursuant to stock
options exercisable within 60 days of June 1, 1995, and 270,620 shares held by
Wyvern Partners, Inc., of which each of Messrs. Daniels and Gottsegen are
shareholders, officers and directors.
(4) Includes 10,468 shares held by a child. Dr. Fishman disclaims
beneficial ownership of an additional 60,000 shares held as co-trustee of
certain trusts for the benefit of certain family members.
(5) Includes 65,250 shares held directly, 544 shares held by the
Employee Savings Plan, 112,500 shares which may be acquired pursuant to stock
options exercisable within 60 days of June 1, 1995, 13,648,413 shares held by
Frost-Nevada Limited Partnership ("FNLP"), 15,748 shares which may be acquired
by FNLP upon conversion of $500,000 in principal amount of the Company's 6 1/2%
Convertible Subordinated Notes Due 2001, and 192,307 shares which may be
acquired by FNLP upon conversion of a $1,000,000 convertible debenture. Dr.
Frost is the sole limited partner of FNLP and the sole shareholder, officer and
director of Frost-Nevada Corporation, the general partner of FNLP. Dr. Frost
disclaims beneficial ownership of an additional 123,034 shares held of record by
his wife.
(6) Includes 984,285 shares held as trustee for the benefit of certain
family members, 43,750 shares which may be acquired pursuant to stock options
exercisable within 60 days of June 1, 1995, and 473 shares held by the Employee
Savings Plan. Dr. Hsiao disclaims beneficial ownership with respect to an
additional 2,674,643 shares beneficially owned by her husband.
(7) Includes 20,000 shares which may be acquired pursuant to options
exercisable within 60 days of June 1, 1995, and 311,649 shares held by Gibson
Security Corp., of which Mr. Weintraub is Chairman and President. He is also
co-trustee of a trust which owns 96.7% of the shares of Gibson Security Corp.
Mr. Weintraub disclaims beneficial ownership of the shares held by Gibson
Security Corp.
(8) Includes 57,500 shares which may be acquired pursuant to stock
options exercisable within 60 days of June 1, 1995, 571 shares held on his
behalf under the Employee Savings Plan, and 30 shares held by Mr.
Pfenniger's wife under the Employee Savings Plan.
(9) Includes shares noted in footnotes (2) through (8) as beneficially
owned and 1,787,445 additional shares which may be acquired pursuant to stock
options exercisable within 60 days of June 1, 1995.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following table contains certain information regarding aggregate
compensation paid or accrued by the Company during 1994 to the Chief Executive
Officer and to each of the four highest paid executive officers other than the
Chief Executive Officer.
-9-
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
--------------------------------------- LONG-TERM
OTHER COMPENSATION
NAME AND ANNUAL ------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ------------- ------------
($) ($) ($) (#) ($)(1)
<S> <C> <C> <C> <C> <C> <C>
Phillip Frost, M.D. 1994 425,000 50,000 - 0 - 50,000 4,400
Chief Executive Officer 1993 340,000 - 0 - - 0 - 200,000 3,400
1992 340,000 - 0 - - 0 - - 0 - 3,400
Isaac Kaye (2) 1994 332,150 - 0 - - 0 - 50,000 49,484
Deputy Chief Executive 1993 228,140 - 0 - - 0 - 200,000 41,390
Officer 1992 266,000 - 0 - - 0 - - 0 - 43,620
Richard C. Pfenniger, Jr. 1994 258,720 50,000 - 0 - 100,000 4,400
Chief Operating Officer 1993 200,000 25,000 - 0 - 65,000 4,501
1992 175,000 25,000 - 0 - - 0 - 4,497
Norwick B.H. Goodspeed 1994 250,000 75,000(3) - 0 - 110,000(4) 4,337
President, McGaw, Inc. 1993 200,000 12,000 269,535(5) 15,690 8,994
1992 170,000 25,000 - 0 - - 0 - 6,374
Jane Hsiao, Ph.D. 1994 200,000 - 0 - - 0 - 25,000 4,400
Vice Chairman-Technical 1993 187,500 - 0 - - 0 - 75,000 4,497
Affairs 1992 150,000 - 0 - - 0 - - 0 - 4,497
<FN>
- - --------------
(1) Except for Messrs. Kaye and Goodspeed, the amounts included in the
"All Other Compensation" column represent matching contributions made by the
Company under the Company's employee savings plan, described below. For Mr.
Goodspeed, such amounts represent matching contributions made by McGaw under
McGaw's employee savings plan, which was merged into the Company's employee
savings plan effective January 1, 1995. For Mr. Kaye, such amounts consist of
the use of an automobile and reimbursement for a chauffeur, parking and other
automobile-related expenses, all of which are paid pursuant to Mr. Kaye's
employment agreement, described below.
(2) Mr. Kaye's salary and other compensation is paid in British pounds,
and the information in the table is based on the average exchange rate during
the applicable year.
(3) Paid in 1995 for service during 1994.
(4) In March 1994, Mr. Goodspeed was granted options to acquire 110,000
shares of the Common Stock, which options were cancelled in connection with the
grant in July 1994 of the 110,000 options indicated in the above table.
(5) This amount includes payment to or on behalf of Mr. Goodspeed
totalling $254,373 for relocation expenses, and payments totalling $15,162 to
cover Mr. Goodspeed's tax liability on the relocation expenses paid directly to
him.
</FN>
</TABLE>
Mr. Kaye is a party to an employment agreement with the Company and
Norton Healthcare Limited, a subsidiary of the Company, which expires in
December 1995. Pursuant to the agreement, Mr. Kaye receives an annual salary of
at least 150,000 British pounds and certain benefits for serving as Deputy Chief
Executive Officer of the Company and Chief Executive Officer of Norton
Healthcare. The agreement restricts Mr. Kaye from competing with the Company,
Norton Healthcare and certain other affiliated entities during his employment
and for 12 months thereafter. In connection with the acquisition of Norton
Healthcare, the Company agreed to cause the nomination of Mr. Kaye for
successive terms as a director for so long as he is an employee of the Company
or any of its subsidiaries pursuant to his employment agreement.
-10-
<PAGE>
Executive officers may participate in the Company's stock option plans
and the Company's Employee Savings Plan, which are described below. Other than
such plans, the Company does not have any compensation plans or similar
arrangements under which any executive officer is entitled to benefits, except
group life, medical, dental, and disability plans available generally to all
employees.
STOCK OPTION PLANS
On July 29, 1994, the shareholders of the Company approved the adoption
of the Company's 1994 Stock Option Plan (the "1994 Plan") and, effective upon
such approval, the Company's 1985 Stock Option Plan (the "1985 Plan")
terminated. Following termination of the 1985 Plan, no further options are
permitted to be granted thereunder, but such termination does not affect options
outstanding under that plan. The 1994 Plan provides for the issuance of
incentive stock options within the meaning of Section 422A of the Internal
Revenue Code and non-qualified stock options not intended to meet the
requirements of Section 422A of the code. The 1994 Plan is administered by the
Compensation and Stock Option Committee which, subject to the plan, determines
to whom grants are made and the vesting, timing and amounts of such grants.
Incentive stock options may be granted to employees of the Company and its
subsidiaries, while non-qualified options may be granted to employees,
directors, independent contractors and agents of the Company and its
subsidiaries. The exercise price of options may not be less than the fair market
value of the Common Stock on the date of grant, and the term of options may not
exceed ten years. Options to receive up to 3,000,000 shares of Common Stock may
be granted under the 1994 Plan. In addition, during 1994, the Company assumed
the options to acquire common stock of McGaw and Zenith that were outstanding
prior to the acquisitions of such companies.
The following table sets forth information concerning stock option
grants made during 1994 to the executive officers named in the "Summary
Compensation Table."
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN FISCAL YEAR 1994
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES OF
TOTAL STOCK PRICE APPRECIATION FOR
OPTIONS OPTIONS OPTION TERM
GRANTED GRANTED TO EXERCISE ----------------------------
NAME AND (1) EMPLOYEES PRICE EXPIRATION 5% 10%
PRINCIPAL POSITION (#) (%) ($) DATE ($) ($)
------------------ ------- ------------- -------- ---------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Phillip Frost, M.D.
Chief Executive Officer 50,000 1.6 34.88 2/24/2001 710,000 1,654,563
Isaac Kaye
Deputy Chief Executive Officer 50,000 1.6 34.88 2/24/2001 710,000 1,654,563
Richard C. Pfenniger, Jr. 50,000 1.6 34.88 2/24/2001 710,000 1,654,563
Chief Operating Officer 50,000 1.6 24.25 4/28/2001 493,500 1,150,500
Norwick B.H. Goodspeed
President, McGaw, Inc. 110,000(2) 3.6 20.00 3/24/2001 895,000 2,086,700
Jane Hsiao, Ph.D.
Vice Chairman-Technical Affairs 25,000 0.8 34.88 2/24/2001 355,000 827,281
<FN>
- - --------------
(footnotes on next page)
-11-
<PAGE>
(1) All options are nonqualified options and vest in equal portions
over four years, except that options granted to Mr. Goodspeed vest 50% after two
years, and 25% each year thereafter.
(2) In March 1994, Mr. Goodspeed was granted options to acquire 110,000
shares of Common Stock at an exercise price of $29.13 per share, which options
were cancelled in July 1994 in connection with the grant of the 110,000 options
indicated in the above table.
</FN>
</TABLE>
The following table sets forth information concerning stock option
exercises during 1994 by each of the executive officers named in the "Summary
Compensation Table" and the year-end value of unexercised options held by such
officers.
<TABLE>
<CAPTION>
STOCK OPTION EXERCISES IN FISCAL YEAR 1994 AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
ON VALUE --------------------------- ------------------------------
NAME AND EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
PRINCIPAL POSITION (#) ($) (#) (#) ($) ($)
------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Phillip Frost, M.D.
Chief Executive Officer - 0 - - 0 - 50,000 200,000 - 0 - - 0 -
Isaac Kaye
Deputy Chief Executive Officer - 0 - - 0 - 50,000 200,000 - 0 - - 0 -
Richard C. Pfenniger, Jr.
Chief Operating Officer - 0 - - 0 - 16,250 148,750 - 0 - - 0 -
Norwick B.H. Goodspeed
President, McGaw, Inc. 18,739 342,362 10,918 119,045 105,157 62,000
Jane Hsiao, Ph.D.
Vice Chairman-Technical Affairs 22,500 277,313 18,750 81,250 - 0 - - 0 -
<FN>
- - --------------------
(1) The value of unexercised in-the-money options represents the number
of options held at year-end 1994 multiplied by the difference between the
exercise price and $19.00, the closing price of the Common Stock at year-end
1994.
</FN>
</TABLE>
The following table sets forth certain information concerning stock
option repricings occurring since the Company became a reporting company under
the Securities Exchange Act of 1934, as amended.
<TABLE>
<CAPTION>
TEN-YEAR OPTION REPRICINGS
NUMBER OF
SHARES MARKET PRICE OF EXERCISE PRICE LENGTH OF
UNDERLYING STOCK AT TIME AT TIME OF NEW ORIGINAL TERM
OPTION OF REPRICING OR REPRICING OR EXERCISE REMAINING AT
NAME AND DATE OF REPRICED AMENDMENT AMENDMENT PRICE DATE OF
PRINCIPAL POSITION REPRICING (#) ($) ($) ($) REPRICING
- - ------------------ --------- ---------- --------------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Norwick B.H. Goodspeed
President, McGaw, Inc. 7/28/94 110,000 16.63 29.13 20.00 80 months
</TABLE>
-12-
<PAGE>
EMPLOYEE SAVINGS PLANS
The Employee Savings Plan is an employee retirement plan maintained
under Section 401(k) of the Internal Revenue Code. All employees of the Company
and its subsidiaries in the United States may participate in the plan after
completing three months of service. Under the plan, each participant may,
subject to the requirements imposed on 401(k) plans under the Internal Revenue
Code, elect to have up to 15% of his annual earnings deferred and contributed to
the plan. All employee contributions are invested at the direction of the
participant into one or more available investment funds, including, effective
January 1, 1995, a fund comprised of the Company's Common Stock. In its
discretion, the Company may match the employee's annual contributions to the
plan up to a maximum amount to be determined by the Company each year. For
1992, 1993 and 1994, the Company made a matching contribution, paid in shares of
Common Stock, in the amount of 50% of each participant's contributions, up to a
maximum of 6% of the participant's earnings. For 1995, the Company will match
100% of the participant's contributions, up to 3% of the participant's annual
compensation, payable at the election of the participant in cash or Common
Stock. McGaw maintained a similar plan, which was merged into the Employee
Savings Plan effective January 1, 1995. Under the McGaw plan, McGaw made a cash
matching contribution in the amount of 100% of each participant's contributions,
up to a maximum of 3% of the participants earnings, in each of 1992, 1993 and
1994.
PERFORMANCE GRAPH
The graph and table set forth below compare the cumulative total
shareholder return on the Common Stock for 1990 through 1994 with the Dow Jones
Pharmaceuticals Index and the Dow Jones Equity Market Index for the same period.
The graph and table assume an investment of $100 in the Common Stock and each
index on December 29, 1989 (the last trading day in 1989), and the reinvestment
of all dividends.
-13-
<PAGE>
YEAR-END 1989 1990 1991 1992 1993 1994
- - -------- ---- ---- ---- ---- ---- ----
IVAX Corporation 100 99 732 554 545 361
Dow Jones Pharmaceutical Index 100 117 183 150 139 159
Dow Jones Equity Market Index 100 96 127 138 152 153
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
The compensation of the Company's executive officers, including the
Chief Executive Officer, is determined by the Compensation and Stock Option
Committee of the Board of Directors (the "Committee"), which is composed of
three non-employee directors. The Committee's compensation policies are based on
a desire to enhance long-term shareholder value. To achieve this goal, the
Committee recognizes that it must adopt compensation policies which will
attract, retain and motivate qualified and experienced executive officers. In
attracting and retaining executives, the Committee recognizes that the Company
must compete for the services of executives with many other companies which
possess significantly greater financial resources than the Company and have
available more comprehensive compensation plans and arrangements than are
presently utilized by the Company. To adequately motivate executives in view of
the goal of enhancing shareholder value, the Committee recognizes that it must
design compensation policies which align the financial interests of the
Company's executive officers with those of its shareholders.
In light of these factors, the Committee believes that the best manner
presently available to the Company to attract, retain and motivate talented
executives is through the award of significant long-term compensation in the
form of stock options at the time the executive joins the Company and
periodically thereafter. The Committee believes that providing executives with
opportunities to acquire significant stakes in the growth and prosperity of the
Company through the grant of stock options will enable the Company to attract
and retain qualified and experienced executive officers. In addition, the
Committee believes that this approach to compensation creates an entrepreneurial
atmosphere which motivates executives to perform to their full potential. The
Committee believes that dependence on stock options for a significant portion of
executive compensation more closely aligns the executives' interests with those
of the Company's shareholders, since the ultimate value of such compensation is
directly dependant on the stock price.
Accordingly, the Committee has designed the compensation of executive
officers to consist of a reasonable annual salary, significant long-term
compensation in the form of stock options and, in certain limited circumstances,
cash bonuses for superior performance during a particular year. In addition, the
Committee has implemented Guidelines Regarding Exercise of Stock Options (the
"Guidelines"), applicable to all managers, scientists and other professionals,
including all executive officers of the Company, which are intended to encourage
individuals who have been awarded stock options to maintain ownership of a
meaningful portion of any shares acquired upon exercise. The Committee will
consider an individual's past compliance with the Guidelines in considering the
award of additional options.
EXECUTIVE OFFICERS (OTHER THAN THE CHIEF EXECUTIVE OFFICER). The Chief
Executive Officer, with the assistance of other executive officers, makes annual
salary recommendations to the Committee for the executive officers of the
Company. Such recommendations are reviewed and approved by the Committee with
any modifications deemed appropriate. In reviewing and approving annual salary
recommendations, the Committee considers several factors, including individual
performance, the executive's responsibilities, the cost of living, and the
financial performance of the Company, including the Company's revenues, net
income and earnings per share. The Company has not, however, established
specific performance goals or tied executive compensation to the achievement of
specific performance goals. The compensation determination is largely
subjective, and no specific weight is given to any particular factor. The
Committee may, in certain circumstances, pay a cash bonus to executives whose
individual performance during a
-14-
<PAGE>
particular year was outstanding, in the subjective opinion of the Committee. The
amount of any bonus is based upon the recommendation of the Chief Executive
Officer. The Company has not set specific goals for executives or tied the
payment of bonuses to specific goals. The 1994 bonus paid to Mr. Goodspeed, the
President of McGaw, Inc., was determined in accordance with a bonus program
established by McGaw prior to its acquisition by the Company which required
payment of a bonus if McGaw met a predetermined performance level.
Stock options represent a significant portion of total compensation for
the Company's executive officers. Options are generally awarded to executive
officers at the time that they join the Company and periodically thereafter.
Stock options are granted at the prevailing market price on the date of grant,
and will only have value if the value of the Company's stock price increases.
Generally, grants vest in equal amounts over a four-year period and have
seven-year terms. Executives must be employed by the Company at the time of
vesting in order to exercise the options. Grants of stock options to executive
officers are generally made upon the recommendation of the Chief Executive
Officer based on the level of an executive's position with the Company, an
evaluation of the executive's past and expected performance, the number of
outstanding and previously granted options, past compliance with the Guidelines,
and discussions with the executive. The determination of the timing and number
of stock options granted to the executive officers is made by the Committee on a
subjective basis, with no specific weight given to any particular factor.
Upon consummation of the acquisition of McGaw, Inc. in March 1994, the
Company granted Mr. Goodspeed 110,000 stock options with a term of seven years
at an exercise price of $29.13 per share, the market price of the Common Stock
on the date of grant. In the months following the acquisition, the market price
of the Common Stock declined such that the exercise price of Mr. Goodspeed's
options was as much as approximately 195% of the market price of the Common
Stock. Mr. Goodspeed is the President of McGaw, Inc., and McGaw's business
represents approximately one third of the Company's 1994 net revenues. Stability
in McGaw's management, particularly during the important transitional period
following its acquisition, was and is considered by management to be crucial to
the operations of the Company. After the acquisition, Mr. Goodspeed was offered
extremely attractive alternative employment opportunities by a former McGaw
executive. In light of these factors, and in order to retain and appropriately
motivate Mr. Goodspeed, in July 1994, the Committee cancelled the 110,000
options granted to Mr. Goodspeed in March 1994, and granted Mr. Goodspeed
110,000 new options at an exercise price of $20.00 per share, which was
approximately 120% of the market price of the Common Stock at that time. Other
than the exercise price and date of grant, Mr. Goodspeed's new options were
granted on the same terms as the cancelled options. Except as described with
respect to Mr. Goodspeed, the Company has never adjusted or amended the exercise
price of options held by any of its executive officers or directors.
CHIEF EXECUTIVE OFFICER. The Committee approved Dr. Frost's $425,000
base salary and $50,000 bonus in 1994, and also granted to Dr. Frost options to
purchase 50,000 shares of Common Stock, on the basis of the magnitude of his
responsibilities, his strong leadership of the Company, his direct impact on the
performance of the Company, and the exemplary levels of performance achieved by
the Company during 1993, including its net revenues, net income and earnings per
share. The determination of his compensation package was subjective, with no
specific weight given to any particular factor. The stock options granted to Dr.
Frost have a term of seven years, vest in equal parts over four years, and have
an exercise price equal to the fair market value of the Common Stock on the date
of grant.
TAX MATTERS. Section 162(m) of the Internal Revenue Code of 1986, as
amended generally disallows a deduction for federal income tax purposes to
public companies for compensation over $1 million paid in any taxable year to
the Company's Chief Executive Officer or to any of the four other most highly
compensated executive officers of the Company. Qualifying performance-based
compensation is not subject to the limitation if certain requirements are
satisfied. Based upon applicable regulations, the Company believes that
compensation expenses relating to options granted under its stock option plans
will not be subject to the Section 162(m) limitations.
The Committee continually evaluates the Company's compensation policies
and procedures with respect to its executive officers.
COMPENSATION COMMITTEE:
John H. Moxley III, M.D.
M. Lee Pearce, M.D.
Michael Weintraub
-15-
<PAGE>
INDEPENDENT AUDITORS
Arthur Andersen LLP, independent public accountants, was appointed by
the Board of Directors to audit the Company's financial statements for 1995.
This firm has acted as independent public accountants for the Company since
1986. Representatives of Arthur Andersen LLP are expected to attend the Annual
Meeting and will have an opportunity to make a statement if they desire and to
respond to appropriate questions raised by shareholders.
OTHER INFORMATION
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's
1996 annual meeting of shareholders must be received by the Secretary, IVAX
Corporation, 8800 Northwest 36th Street, Miami, Florida 33178-2404, no later
than March 1, 1996, in order to be considered for inclusion in the Company's
proxy statement and form of proxy card relating to such meeting.
EXPENSES OF SOLICITATION
The cost of this solicitation will be borne by the Company. In addition
to the use of the mail, regular employees of the Company may solicit proxies
personally or by telephone or facsimile. The Company will reimburse brokers,
banks, and other custodians, nominees and fiduciaries for their reasonable
expenses in forwarding solicitation materials to beneficial owners of Common
Stock.
OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors knows of
no business to be presented at the Annual Meeting other than as set forth in
this proxy statement. If other matters properly come before the meeting, the
persons named as proxies will vote on such matters in their discretion.
June 28, 1995
-16-
<PAGE>
IVAX CORPORATION
8800 NORTHWEST 36TH STREET, MIAMI, FLORIDA 33178-2404
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip Frost, M.D., Jack Fishman,
Ph.D., and Richard C. Pfenniger, Jr., and each of them severally, as proxies of
the undersigned, each with the power to appoint his substitute, and hereby
authorizes each of them to vote as designated on the reverse side, all the
shares of Common Stock, par value $0.10 per share, of IVAX Corporation (the
"Company") held of record by the undersigned at the close of business on June
19, 1995, at the Annual Meeting of Shareholders to be held on July 28, 1995, and
at any adjournment of such meeting, and, in their discretion, to vote such
shares upon such other business as may properly come before the meeting.
WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES.
PLEASE COMPLETE, SIGN, AND DATE THIS PROXY ON THE REVERSE SIDE, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
(continued on other side)
FOLD AND DETACH HERE
<PAGE>
ELECTION OF DIRECTORS
FOR each nominee WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary) nominees listed
NOMINEES: Mark Andrews; Lloyd Bentsen; Ernst Biekert, Ph.D.; Leslie B. Daniels;
Dante B. Fascell; Jack Fishman, Ph.D.; Phillip Frost, M.D.;
Harold S. Geneen; Peter M. Gottsegen; Jane Hsiao, Ph.D.;
Lyle Kasprick; Isaac Kaye; Harvey M. Krueger;
John H. Moxley III, M.D.; M. Lee Pearce, M.D.; and Michael Weintraub.
- - -------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
The undersigned acknowledges receipt of the accompanying
Notice of Annual Meeting of Shareholders and Proxy
Statement for the July 28, 1995 meeting.
Dated:___________________________________________, 1995
________________________________________________________
Signature
________________________________________________________
Signature if held jointly
(Please sign exactly as name or names appear hereon. Full
title of one signing in representative capacity should be
clearly designated after signature. Names of all joint
holders should be written even if signed by only one.)
PLEASE COMPLETE, SIGN, AND DATE THIS PROXY, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. Postage is not
necessary if mailed in the United States.
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
FOLD AND DETACH HERE
