As filed with the Securities and Exchange Commission on July 9, 1996
Registration No. 33-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
IVAX CORPORATION
(Exact name of registrant as specified in its charter)
---------------
FLORIDA 16-1003559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33137
(305) 575-6000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
---------------
IVAX CORPORATION 1994 STOCK OPTION PLAN
(Full title of the Plan)
ARMANDO A. TABERNILLA
VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
IVAX CORPORATION
4400 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33137
(305) 575-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
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
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 4,000,000 shares $16.0625 $64,250,000 $22,155.14
=====================================================================================================================
</TABLE>
(1) 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 July 5, 1996.
================================================================================
================================================================================
<PAGE>
INCORPORATION OF FORM S-8 REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (No.
33-82756) filed by IVAX Corporation, a Florida corporation (the "Registrant"),
with the Securities and Exchange Commission, dated August 12, 1994, with respect
to the registration of shares of the Registrant's common stock, par value $.10
per share, issuable pursuant to outstanding options granted and options
available for future grant under the IVAX Corporation 1994 Stock Option Plan,
are incorporated herein by this reference.
EXHIBITS
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 LLP
23.3 Consent of Ernst & Young LLP
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).
-2-
<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 9th day of July,
1996.
IVAX CORPORATION
By: /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, 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.
SIGNATURE TITLE DATE
- --------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/ PHILLIP FROST, M. D. Chairman of the Board and July 9, 1996
- ---------------------------- Chief Executive Officer
Phillip Frost, M.D.
PRINCIPAL FINANCIAL OFFICER:
/s/ MICHAEL W. FIPPS Senior Vice President - Finance July 9, 1996
- ----------------------------- and Chief Financial Officer
Michael W. Fipps
PRINCIPAL ACCOUNTING OFFICER:
/s/ SALOMON SREDNI Vice President - Accounting July 9, 1996
- ----------------------------- and Corporate Controller
Salomon Srendi
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ MARK ANDREWS Director July 9, 1996
- ----------------------------
Mark Andrews
/s/ LLOYD BENTSEN Director July 9, 1996
- ----------------------------
Lloyd Bentsen
/s/ ERNST BIEKERT, PH.D. Director July 9, 1996
- ----------------------------
Ernst Biekert, Ph.D.
____________________________ Director
Dante B. Fascell
____________________________ Director and
Jack Fishman, Ph.D. Vice Chairman
/s/ HAROLD S. GENEEN Director July 9, 1996
- ----------------------------
Harold S. Geneen
/s/ JANE HSIAO, PH.D. Director and Vice Chairman - July 9, 1996
- ----------------------------- Technical Affairs
Jane Hsiao, Ph.D.
/s/ LYLE KASPRICK Director July 9, 1996
- -----------------------------
Lyle Kasprick
/s/ ISAAC KAYE Director and Deputy July 9, 1996
- ----------------------------- Chief Executive Officer
Isaac Kaye
_____________________________ Director
Harvey M. Krueger
_____________________________ Director
John H. Moxley, III, M.D.
_____________________________ Director
M. Lee Pearce, M.D.
/s/ MICHAEL WEINTRAUB Director July 9, 1996
- -----------------------------
Michael Weintraub
EXHIBIT 5
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
---------
MIAMI (305) 789-3200 - BROWARD (305) 463-5440
FAX (305) 789-3395
July 8, 1996
Phillip Frost, M.D.
Chairman of the Board and
Chief Executive Officer
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
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 4,000,000
shares (the "Shares") of the Company's common stock, par value $.10 per share
(the "Common Stock"), issuable pursuant to the IVAX Corporation 1994 Stock
Option Plan (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
documents; 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 authenticity of
the originals of such latter documents; (iv) that
<PAGE>
Phillip Frost, M.D.
July 8, 1996
Page 2
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, against payment of adequate
consideration therefore in accordance with the Plan, be validly issued, fully
paid and non-assessable.
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 public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 26, 1996,
except with respect to the matters discusssed in Note 13 therein, as to which
the date is March 15, 1996, included in IVAX Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
- ------------------------
Arthur Andersen LLP
Miami, Florida,
July 8, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to outstanding options granted and options available for future
grant under the IVAX Corporation 1994 Stock Option Plan for the registration of
4,000,000 shares of its common stock of our report dated March 25, 1994 with
respect to the consolidated financial statements of McGaw, Inc., for the year
ended December 31, 1993.
/s/ ERNST & YOUNG LLP
- ----------------------------
Ernst & Young LLP
Orange County, California
July 8, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
IVAX Corporation on Form S-8 of our report dated February 24, 1994, except as to
the information presented in Note 20 for which the date is March 24, 1994, on
our audit of the consolidated financial statements and financial statement
schedule of Zenith Laboratories, Inc. and Subsidiaries as of December 31, 1993,
and for the year 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, 1995.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
Coopers & Lybrand, L.L.P.
Parsippany, New Jersey
July 8, 1996
