AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996.
Registration No. 33-60847
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE
AMENDMENT NO. 1
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
IVAX CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
FLORIDA 2834 16-1003559
------------------------------ ---------------------------- ----------------------
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
<TABLE>
<S> <C>
ARMANDO A. TABERNILLA
VICE PRESIDENT - LEGAL AFFAIRS
4400 BISCAYNE BOULEVARD IVAX CORPORATION
MIAMI, FLORIDA 33137 4400 BISCAYNE BOULEVARD
TELEPHONE (305) 575-6000 MIAMI, FLORIDA 33137
(Address, including Zip Code, and telephone number, including TELEPHONE (305) 575-6037
area code, of registrant's principal executive offices) (Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
</TABLE>
COPIES TO:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933 check the following box. [X]
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus filed as part of this Registration Statement relates to the
shares of Common Stock registered hereby and to the remaining unissued
shares of Common Stock previously registered by IVAX Corporation under its
Registration Statement on Form S-4 (File No. 33-44116)
----------
THIS POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933, ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
IVAX CORPORATION
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)
ITEM LOCATION IN
NO. PROXY STATEMENT-PROSPECTUS
- ---- --------------------------
<S> <C> <C>
A. Information About The Transaction
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus.................... Facing Page; Cross-Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus............. Inside Front Cover Page; Table of
Contents; Available Information;
Information Incorporated by Reference
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information........................... The Company, Investment
Considerations; Selected Consolidated
Financial Data.
4. Terms of the Transaction.............. **
5. Pro Forma Financial Information....... **
6. Material Contracts with the
Company Being Acquired................ **
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be Underwriters..... Outstanding Securities Covered by this
Prospectus
8. Interests of Named Experts
and Counsel........................... Experts; Legal Matters
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities....................... *
B. Information About The Registrant
10. Information with Respect to S-3
Registrants........................... The Company, Available Information;
Information Incorporated by Reference;
Selected Consolidated Financial Data
11. Incorporation of Certain
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
ITEM LOCATION IN
NO. PROXY STATEMENT-PROSPECTUS
- ---- --------------------------
<S> <C> <C>
Information by Reference............... Information Incorporated by Reference;
Available Information
12. Information with Respect to S-2 or
S-3 Registrants........................ *
13. Incorporation of Certain
Information by Reference............... *
14. Information with Respect to
Registrants Other than S-3 or S-2
Registrants............................ *
C. Information About The Company Being Acquired
15. Information With Respect to
S-3 Companies.......................... **
16. Information With Respect to S-2
or S-3 Companies....................... **
17. Information With Respect to Companies
Other than S-3 or S-2 Companies........ **
D. Voting and Management Information
18. Information if Proxies, Consents
or Authorizations are to be
Solicited.............................. **
19. Information if Proxies, Consents
or Authorizations are not to be
Solicited or in an Exchange Offer...... **
<FN>
* Omitted since the answer is negative or the Item is not applicable.
** Inapplicable (or partially inapplicable as indicated) upon filing of
this Registration Statement; may be included in subsequent amendments
under certain circumstances.
</FN>
</TABLE>
-ii-
<PAGE>
20,000,000 SHARES
IVAX CORPORATION
COMMON STOCK
This Prospectus relates to 20,000,000 shares of common stock, par
value $.10 per share (the "Common Stock"), which may be offered and issued by
IVAX Corporation (the "Company") from time to time in connection with
acquisitions of businesses or assets. An aggregate of 5,909,829 of the
20,000,000 shares of Common Stock covered by this Prospectus have already been
issued in connection with various acquisitions of businesses and assets.
The Company anticipates that such acquisitions occurring in the
future will consist principally of businesses (or the assets thereof)
complementary to and related to the Company's current businesses, but on
occasion, an acquired business may be dissimilar to the businesses of the
Company. The consideration for acquisitions will consist of shares of Common
Stock, assets, debt, assumption of liabilities, or other consideration, or a
combination thereof, as determined from time to time by negotiations between the
Company and the owners or controlling persons of the businesses or assets to be
acquired. In addition, the Company may lease property from and enter into
employment or consulting agreements and non-competition agreements with the
former owners and key executive personnel of the businesses to be acquired.
The Company contemplates that the terms of an acquisition will be
determined by negotiations between the Company's representatives and the owners
or controlling persons of the businesses or assets to be acquired. Factors taken
into account in acquisitions include, among other relevant factors, the quality
and reputation of the business, the assets, liabilities, results of operations
and cash flows of the business, the quality of its management and employees, its
earnings potential, its products and products under development, the geographic
locations of the business, and the market value of the Common Stock of the
Company when pertinent. The Company anticipates that shares of Common Stock
issued in any such acquisition will be valued at a price reasonably related to
the market value of the Common Stock, either at the time the terms of the
acquisition are tentatively agreed upon, or at or about the time of closing, or
during the period or periods prior to delivery of the shares.
The Company does not expect that underwriting discounts or
commissions will be paid, except that finders fees may be paid to persons from
time to time in connection with specific acquisitions, which fees may be paid in
Common Stock, cash, debt or other consideration. Any person receiving any such
fees may be deemed to be an underwriter within the meaning of the Securities Act
of 1933.
The Common Stock is listed on the American Stock Exchange under the
symbol IVX. On April 22, 1996, the closing sale price of the Common Stock on the
American Stock Exchange was $28 5/8 per share.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus is April ___, 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES OFFERED BY THIS
PROSPECTUS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER, OR SOLICITATION OF AN OFFER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES OFFERED
PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED WHEN
EVALUATING THE TRANSACTIONS CONTEMPLATED BY THIS PROSPECTUS, SEE "INVESTMENT
CONSIDERATIONS."
TABLE OF CONTENTS
PAGE
----
Available Information...................................................... 3
Information Incorporated by Reference...................................... 3
The Company................................................................ 4
Investment Considerations.................................................. 4
Use of Proceeds............................................................ 8
Selected Consolidated Financial Data....................................... 9
Other Information.......................................................... 10
Outstanding Securities Covered by this Prospectus.......................... 10
Experts.................................................................... 10
Legal Matters.............................................................. 10
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy and information statements
and other information, with the Securities and Exchange Commission (the "SEC")
pursuant to the Exchange Act, relating to its business, financial statements and
other matters. Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the SEC's regional offices at 7 World Trade Center, Suite 1300, New York, N.Y.
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can also be obtained from
the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, certain reports, proxy materials
and other information concerning the Company can be inspected at the offices of
the American Stock Exchange, Inc. (the "AMEX"), 86 Trinity Place, New York, New
York 10006, the national securities exchange on which shares of the Common Stock
are listed and traded.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed with the SEC are hereby
incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K for the year ended December 31,
1995.
(2) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B, dated July 28, 1993.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to termination of this Offering shall be deemed to be incorporated by
reference herein and made a part hereof from the date any such document is
filed. Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED UPON
WRITTEN OR ORAL REQUEST TO GENERAL COUNSEL, IVAX CORPORATION, 4400 BISCAYNE
BOULEVARD, MIAMI, FLORIDA 33137, TELEPHONE: (305) 575-6000. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE BUSINESS DAYS
BEFORE FINAL ACTION IS TO BE TAKEN WITH RESPECT TO A PROPOSED ACQUISITION BY THE
COMPANY INVOLVING THE ISSUANCE OF SECURITIES COVERED BY THIS PROSPECTUS.
3
<PAGE>
THE COMPANY
The Company is a holding company with subsidiaries involved in
generic and branded pharmaceuticals, intravenous solutions and related products,
IN VITRO diagnostics, personal care products, and specialty chemicals. The
Company's principal business is the research, development, manufacture,
marketing and distribution of health care products. The Company's principal
executive offices are located at 4400 Biscayne Boulevard, Miami, Florida 33137;
and its telephone number is (305) 575-6000. For further information about the
business and operations of the Company, reference is made to the Company's
reports incorporated herein by reference. See "Information Incorporated by
Reference."
INVESTMENT CONSIDERATIONS
In addition to the other information contained or incorporated by
reference herein, the following factors should be considered carefully in
evaluating the Company and its business prospects.
GENERIC PHARMACEUTICAL PRODUCTS
The more significant generic drugs manufactured and marketed by the
Company include: extended release verapamil HCl tablets, which accounted for
$96.5 million, or 7.7%, of the Company's 1995 consolidated net revenues;
cefaclor oral suspension and capsules, which was approved and launched in April
1995 and accounted for $70.0 million, or 5.6%, of the Company's 1995
consolidated net revenues; and albuterol metered dose inhaler, which was
approved and launched in late December 1995 and accounted for $8.6 million of
the Company's 1995 consolidated net revenues.
Net revenues attributable to sales of verapamil manufactured by the
Company totalled $96.5 million during the year ended December 31, 1995 compared
to $119.1 million for the same period of 1994. The decline in net revenues was
due primarily to a reduction in the net selling price of verapamil caused by
competition, offset in part by increased unit volume caused by an increase in
the substitution rate of generic verapamil for brand name verapamil. The Company
had been the sole United States supplier of generic verapamil until March 1994,
when Zenith Laboratories, Inc. ("Zenith") began distribution of generic
verapamil supplied by a company marketing brand name verapamil. Notwithstanding
the Company's acquisition of Zenith in December 1994, competition in the generic
verapamil market has continued because Zenith's former verapamil supplier
commenced distribution of generic verapamil through another generic
pharmaceutical company. In addition, in March 1996, another generic manufacturer
received regulatory approval for one of the dosage strengths of verapamil sold
by the Company. Competition in the generic verapamil market is likely to result
in lower verapamil net revenues and gross profit for the Company in 1996.
Competition in the generic cefaclor market is likely to result in
lower cefaclor net revenues and gross profit for the Company in 1996. In
addition, the principal raw material used in the manufacture of cefaclor is
presently available to the Company from only one source. Changes in the
availability of or the price charged for the raw material may affect the
Company's future net revenues or gross profit attributable to cefaclor.
Furthermore, the Company's sale of cefaclor is the subject of a patent
infringement action discussed in the legal proceedings section of the Company's
Form 10-K incorporated herein by reference. See "Information Incorporated by
Reference."
Although sales of albuterol and other newly approved generic
products were a significant factor contributing to the overall increase in net
revenues of the domestic pharmaceutical operations in 1995
4
<PAGE>
compared to 1994, the levels of revenues generated during the introduction
period of a new generic drug are often higher than the levels experienced for
routine inventory replenishment by customers in the months following the drug's
introduction. Moreover, other manufacturers may obtain regulatory approvals or
otherwise determine to market generic products equivalent to the Company's
manufactured generic products, such as albuterol, cefaclor and verapamil, in
1996 and thereafter. As additional competitors enter the generic pharmaceutical
market with products similar to those manufactured by the Company, the resulting
competition is likely to reduce the Company's net revenues and gross profit
generated from those products.
DEPENDENCY ON PRODUCT DEVELOPMENT
The Company's future success is largely dependent upon its ability
to develop, manufacture and market, in the short term, commercially viable
generic versions of off-patent pharmaceutical products, and in the long term,
commercially viable generic and proprietary pharmaceutical products. Generally,
in order to be marketed commercially, products must be developed and tested, new
pharmaceutical products must be proven to be safe and effective in clinical
trials, generic products must be proven to be bioequivalent to the name brand
counterpart, and all products must receive requisite regulatory approval. Each
of these steps, as well as the process taken as a whole, involves significant
periods of time and expense. There can be no assurance that the Company will
successfully complete the development of products currently under development,
that any products presently under development, if and when fully developed and
tested, will perform in accordance with the Company's expectations, that
necessary regulatory approvals will be obtained in a timely manner, if at all,
or that any of such products can be successfully and profitably produced and
marketed.
COMPETITION AND TECHNOLOGICAL CHANGE
The markets in which the Company does business are highly
competitive and subject to rapid technological change. Competitors include major
pharmaceutical companies, many of which have considerably greater financial,
technical, clinical, marketing and other resources and experience than the
Company. The markets in which the Company competes are undergoing, and are
expected to continue to undergo, rapid and significant technological change, and
the Company expects competition to intensify as technological advances in such
fields are made. There can be no assurance that developments by others will not
render the products or technologies of the Company obsolete or uncompetitive.
Revenues and gross profit derived from generic pharmaceutical
products tend to follow a pattern based on regulatory and competitive factors
unique to the generic pharmaceutical industry. As patents for brand name
products and related exclusivity periods mandated by regulatory authorities
expire, the first generic manufacturer to receive regulatory approval for
generic equivalents of such products is usually able to capture significant
market share from the branded drug and to achieve relatively high revenues and
gross profit. As other generic manufacturers receive regulatory approvals on
competing products, market share, prices and gross profits typically decline.
Accordingly, the level of revenues and gross profit attributable to generic
products developed and manufactured by the Company is dependent, in part, on the
Company's ability to develop and rapidly introduce new products, the timing of
regulatory approval of such products, and the number and timing of regulatory
approvals of competing products. In addition, competition in the United States
generic pharmaceutical market continues to intensify as the pharmaceutical
industry adjusts to increased pressures to contain health care costs. Brand name
companies are increasingly selling their products into the generic market
directly by acquiring or forming strategic alliances with generic pharmaceutical
companies. No regulatory approvals are required for a brand name manufacturer to
sell directly or through a third
5
<PAGE>
party to the generic market, nor do such manufacturers face any other
significant barriers to entry into such market. In addition, brand name
companies are increasingly pursuing strategies to prevent or delay the
introduction of generic competition. These strategies include, among other
things, seeking to establish regulatory obstacles to demonstrate the
bioequivalence of generic drugs to the brand name products, and instituting
legal actions based on process or other patents that allegedly are infringed by
the generic products.
Competition among suppliers of intravenous solutions and related
products to hospitals and alternate site providers has historically been intense
and, accordingly, the Company's intravenous products group faces substantial
competition in its markets for all its products. There are three major suppliers
of intravenous solutions and related sets in the hospital and alternate site
health care markets: Baxter International, Inc. ("Baxter"), Abbott Laboratories
("Abbott") and the Company, through its wholly-owned subsidiary McGaw, Inc.
According to industry sources, based upon hospital census beds under full line
contract, the 1995 market shares of Baxter, Abbott and the Company were
approximately 44%, 37% and 19%, respectively. Baxter and Abbott are major
diversified health care companies and have greater financial, research and
development, marketing and human resources than the Company. Baxter and Abbott
also offer a broad range of medical products in addition to intravenous
solutions, sets and related products, which can be combined into more
comprehensive bundles than the Company is able to offer.
GOVERNMENTAL REGULATION
The Company's pharmaceutical, intravenous and diagnostic operations
are subject to extensive regulation by governmental authorities in the United
States and other countries, which regulate the testing, approval, manufacture,
labeling, marketing and sale of pharmaceutical, intravenous and diagnostic
products. The Company devotes significant time, effort and expense addressing
the extensive government regulations applicable to its business, and in general,
the trend is towards more stringent regulation. The process of obtaining
regulatory approval is rigorous, time consuming and costly. There can be no
assurance that the Company will obtain necessary approvals on a timely basis, if
at all. Delays in receiving regulatory approvals would adversely affect the
Company's ability to market products commercially. Product approvals by the
United States Food and Drug Administration (the "FDA") and comparable foreign
regulatory authorities may be withdrawn if compliance with regulatory standards
is not maintained or if problems relating to the products are experienced after
initial approval. In addition, FDA approval to manufacture a drug is site
specific. In the event an approved manufacturing facility for a particular drug
becomes inoperable, obtaining the required FDA approval to manufacture such drug
at a different manufacturing site could result in production delays.
Whether or not FDA approval has been obtained for a product,
approval of the product by comparable regulatory authorities of foreign
countries must be obtained prior to marketing the product in those countries.
The approval process may be more or less rigorous from country to country, and
the time required for approval may be longer or shorter than that required in
the United States. No assurance can be given that clinical studies conducted
outside of any country will be accepted by such country, and the approval of any
pharmaceutical, intravenous or diagnostic product in one country does not assure
that such product will be approved in another country.
HEALTH CARE REFORM
Political, economic and regulatory influences are resulting in
fundamental changes in the health care industry in the United States. Numerous
legislative proposals have been introduced or proposed in Congress and in some
state legislatures that would effect major changes in the United States health
care
6
<PAGE>
system nationally and at the state level. Proposals have included fundamental
changes to the health care delivery and payment system designed to, among other
things, increase access to, and decrease the cost of, health care. The Company
anticipates that Congress and state legislatures will continue to review and
assess alternative health care delivery systems and payment methods and that
public debate of these issues will likely continue in the future. Due to
uncertainties regarding the ultimate features of reform initiatives and their
enactment and implementation, the Company cannot predict which, if any, reform
proposals will be adopted, when they may be adopted or what impact they may have
on the Company. There can be no assurance that such reforms, if enacted, will
not have a material adverse effect on the Company.
RAW MATERIALS
Some raw materials used in the manufacture of the Company's
pharmaceutical and intravenous products are currently available from only one or
a limited number of suppliers. Any curtailment in the availability of such raw
materials could be accompanied by production or other delays as well as
increased raw material costs, with consequent adverse effects on the Company's
business and results of operations. Furthermore, because the FDA requires that
raw material suppliers be specified in applications for drug approvals, changes
in raw material suppliers could result in production delays.
CONCENTRATION OF OWNERSHIP
The executive officers and directors of the Company and one
additional shareholder of the Company currently have or share voting control
over approximately 24% of the issued and outstanding Common Stock. Accordingly,
such persons may have the ability to significantly influence the election of the
members of the Company's Board of Directors and other corporate decisions.
VOLATILITY OF STOCK PRICE
The market prices for securities of companies engaged in
pharmaceutical development, including the Company, have been volatile. Among
other things, the announcement of technological innovations or new commercial
products by the Company or its competitors, changes in governmental regulation,
regulatory approvals by the Company or its competitors, developments relating to
patents or proprietary rights by the Company or its competitors, publicity
regarding actual or potential medical results with respect to products under
development by the Company or its competitors, as well as period-to-period
fluctuations in financial results, may have a significant impact on the market
price of the Common Stock. For the 52-week period ended April 19, 1996, the
closing sale price per share of the Common Stock, as reported on the American
Stock Exchange, has ranged from a high of $32-1/4 to a low of $22.
ACQUISITIONS AND OTHER CORPORATE TRANSACTIONS
The Company currently intends to expand through internal growth, the
acquisition of other businesses and strategic business alliances with other
companies, including licensing arrangements and joint ventures. The Company
regularly reviews potential acquisitions and business alliances, some of which
may be material, and is currently having preliminary discussions with various
companies with respect to various acquisitions and business alliances which
could result in material changes to the Company's financial condition and
operating results.
Historically, the Company has generally acquired other businesses
through the issuance of common stock. As reflected in the selected historical
financial information of the Company, since
7
<PAGE>
January 1, 1992, the Company has acquired nine businesses which may be deemed
significant under applicable regulations of the SEC, all of which have involved
the issuance of shares of Common Stock either alone or in combination with cash
payments. As consideration for any future acquisition, the Company may, among
other things, pay cash, contribute assets, incur indebtedness or issue debt or
equity securities. The Company does not intend to seek shareholder approval for
any such acquisitions unless required by law or the rules of the AMEX.
There are currently 250 million shares of Common Stock authorized
for issuance, of which approximately 120.2 million shares were outstanding at
April 16, 1996, and approximately 14.8 million shares were reserved for issuance
pursuant to stock option plans and other employee benefit plans, and conversion
of the Company's 6-1/2% Convertible Subordinated Notes due 2001. Accordingly,
approximately 115 million shares of Common Stock are authorized and available
for issuance from time to time in the discretion of the Company's Board of
Directors, including issuances in connection with future acquisitions.
LITIGATION
The Company is involved in various legal proceedings some of which
involve substantial amounts. Certain of such lawsuits, if determined adversely
to the Company, would likely have a material adverse effect on the Company's
financial position and results of operations. Information concerning such
lawsuits pending against the Company and its subsidiaries is contained in the
Company's reports incorporated herein by reference. See "Information
Incorporated by Reference."
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be
offered and issued by the Company from time to time in the acquisition of
businesses or assets. Other than the businesses or assets acquired, there will
be no proceeds to the Company from these offerings.
8
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain financial information of the Company
and its consolidated subsidiaries and is qualified in its entirety by, and
should be read in conjunction with, the detailed information and consolidated
financial statements, including notes thereto, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- -------- --------
(in thousands, except per share data) (1)
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Net Revenues $1,259,766 $1,134,806 $1,062,945 $853,497 $600,766
Income before extraordinary items 114,801 89,872 107,982 37,410 15,647
Net income 114,835 89,049 99,354 29,820 17,850
Earnings per common share:
Primary:
Earnings before extraordinary
items .96 .77 .94 .37 .17
Net earnings .96 .76 .87 .29 .19
Fully Diluted:
Earnings before extraordinary
items .95 .77 .93 .37 .17
Net earnings .95 .76 .86 .29 .19
Weighted average number of common
shares outstanding:
Primary 119,253 116,339 114,722 99,642 91,714
Fully diluted 120,365 116,792 115,504 99,928 92,927
Cash dividends per common share $ .08 $ .06 $ .04 $ - $ -
BALANCE SHEET DATA
Working capital $ 470,905 $ 332,818 $ 295,413 $214,479 $199,910
Total assets 1,335,310 1,106,704 1,001,279 848,075 812,484
Total long-term debt, net of
current portion 298,857 253,839 278,708 334,722 313,951
Shareholders' equity 789,172 634,456 527,772 339,657 295,969
Book value per common share (2) 6.69 5.56 4.65 3.05 2.71
<FN>
- --------------
(1) Figures have been restated to reflect the acquisition of the
following companies, each of which was accounted for under the pooling of
interests method of accounting: Zenith Laboratories, Inc. ("Zenith") and McGaw,
Inc. in 1994; Johnson Products Co., Inc. in 1993; Willen Drug Company, DVM
Pharmaceuticals, Inc., Waverley Pharmaceutical Limited, and H N Norton Co in
1992. Figures include the results of the following businesses acquired by
purchase since the respective acquisition dates: ImmunoVision, Inc. on July 17,
1995; 60% of the shares of Galena a.s., on July 25, 1994 (subsequently increased
to 62% effective June 14, 1995); certain assets and the assumption of certain
liabilities of Elf Atochem North America, Inc. on June 7, 1993; Flori Roberts,
Inc. on July 28, 1992; and Goldline Laboratories, Inc. and Bioline Laboratories,
Inc. effective December 1, 1991.
(2) Assumes conversion of Zenith's cumulative convertible preferred
stock.
</FN>
</TABLE>
9
<PAGE>
OTHER INFORMATION
Acquisitions involving the offer and issuance of shares of Common
Stock may require approval by certain federal and state regulatory bodies. The
rights of dissenting stockholders of any acquired corporation and the federal
income tax consequences for persons involved in any acquisition involving the
issuance of shares of Common Stock will be determined on a case-by-case basis
for each acquisition.
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by wholly owned
subsidiaries (as such term is defined in Regulation 1-02 of Regulation S-X of
the SEC) of the Company who may receive, from the Company, Common Stock covered
by this Registration Statement and who intend to reoffer such Common Stock
solely in connection with acquisitions of businesses or assets. The offer of
shares of Common Stock by a wholly owned subsidiary of the Company may only be
made in one or more of the methods described with respect to the Company in this
Prospectus and acquisitions in which such shares are offered will be on
substantially the same terms as anticipated with respect to the Company as
described in this Prospectus.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company, incorporated by reference in this Prospectus and
elsewhere in the Registration Statement, as of December 31, 1995 and 1994, and
for each of the three years in the period ended December 31, 1995, have been
audited by Arthur Andersen LLP, independent public accountants, and its report
is included in reliance upon the authority of said firm as experts in giving
said report. The consolidated financial statements and financial statement
schedules of Zenith Laboratories, Inc. and subsidiaries as of December 31, 1993
and for the year then ended included in the consolidated financial statements of
the Company incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and its report is included in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report. The consolidated financial statements of McGaw, Inc. as of December 31,
1993 and for the year then ended included in the consolidated financial
statements of the Company incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the shares of the Common Stock being registered
under the Registration Statement of which this Prospectus is a part was passed
upon for the Company by Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., 150 West Flagler Street, Suite 2200, Miami, Florida 33130-1557.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0831 of the Florida Business Corporation Act (the "Florida
Act") provides that a director is not personally liable for monetary damages to
the corporation or any person for any statement, vote, decision or failure to
act regarding corporate management or policy, by a director, unless: (a) the
director breached or failed to perform his duties as a director; and (b) the
director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a corporation shall
have the power to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he is or was a director, officer or employee or agent of the
corporation against liability incurred in connection with such proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 607.0850 also provides that a corporation shall have the
power to indemnify any person, who was or is a party to any proceeding by, or in
the right of, the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Under Section 607.0850, indemnification is authorized if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue, or matter as to which such person is
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court deems proper. To the
extent that a director, officer, employee or agent has been successful on the
merits or otherwise in defense of any of the foregoing proceedings, or in
defense of any claim, issue or matter therein Section 607.0850 provides that, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith. Under Section 607.0850, any indemnification, unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that the indemnification of
the director, officer, employee or agent is proper under the circumstances
because he has met the applicable standard of conduct. Notwithstanding the
failure of a corporation to provide indemnification, and despite any contrary
determination by the corporation in a specific case, Section 607.0850 permits a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding to apply for indemnification to the appropriate court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.
Section 607.0850 also provides that a corporation has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 607.0850.
<PAGE>
The Registrant's bylaws provide that it shall indemnify its officers
and directors and former officers and directors to the full extent permitted by
law.
The Registrant has entered into indemnification agreements with its
directors and certain of its officers. The indemnification agreements generally
provide that the Registrant will pay certain amounts incurred by an officer or
director in connection with any civil or criminal action or proceeding and
specifically including actions by or in the name of the Registrant (derivative
suits) where the individual's involvement is by reason of the fact that he was
or is an officer or director. Under the indemnification agreements, an officer
or director will not receive indemnification if such person is found not to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant. The agreements provide a number
of procedures and presumptions used to determine the officer's or director's
right to indemnification and include a requirement that in order to receive an
advance of expenses, the officer or director must submit an undertaking to repay
any expenses advanced on his behalf that are later determined he was not
entitled to receive.
The Registrant's directors and officers are covered by insurance
policies indemnifying them against certain liabilities, including liabilities
under the federal securities laws (other than liability under Section 16(b) of
the Exchange Act), which might be incurred by them in such capacities.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed as indicated below:
EXHIBITS DESCRIPTION
- -------- -----------
4.1 Indenture, dated November 26, 1991, between IVAX Corporation
and First Trust National Association, as Trustee, with respect
to IVAX Corporation's 6-1/2% Convertible Subordinated Notes
due November 15, 2001 (incorporated by reference to Exhibit
4.1 to IVAX Corporation's Annual Report on Form 10-K for the
year ended December 31, 1991).
4.2 Form of IVAX Corporation's 6-1/2% Convertible Subordinated
Notes due November 15, 2001 in Global Form (incorporated by
reference to Exhibit 4.2 to IVAX Corporation's Annual Report
on Form 10-K for the year ended December 31, 1991).
5 Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., as to the legality of securities being
issued.*
24.1 Consent of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.*
24.2 Consent of Arthur Andersen LLP*
24.3 Consent of Ernst & Young LLP*
24.4 Consent of Coopers & Lybrand L.L.P.*
25.1 Power of Attorney (included with signature pages to this
Registration Statement)*
- ------------------------
* Previously filed.
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes: (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and (c) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
<PAGE>
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Amendment to its Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Miami, State of Florida, on the 23rd day of
April, 1996.
IVAX CORPORATION
By: /s/ PHILLIP FROST, M.D.
--------------------------------
Phillip Frost, M.D.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ PHILLIP FROST, M.D. Chairman of the Board and April 23, 1996
- ----------------------------- Chief Executive Officer
Phillip Frost, M.D. (Principal Executive
Officer)
/s/ MICHAEL W. FIPPS Chief Financial Officer April 23, 1996
- ----------------------------- (Principal Financial and
Michael W. Fipps Accounting Officer)
/s/ SALOMON SREDNI Vice President-Accounting and April 23, 1996
- ----------------------------- Corporate Controller (Principal
Salomon Sredni Accounting Officer)
* Director April 23, 1996
- -----------------------------
Mark Andrews
* Director April 23, 1996
- -----------------------------
Lloyd Bentsen
* Director April 23, 1996
- -----------------------------
Ernst Biekert, Ph.D.
* Director April 23, 1996
- -----------------------------
Dante B. Fascell
<PAGE>
NAME TITLE DATE
---- ----- ----
* Director and Vice Chairman April 23, 1996
- ----------------------------- of the Board
Jack Fishman, Ph.D.
* Director April 23, 1996
- -----------------------------
Harold S. Geneen
* Director and Vice Chairman- April 23, 1996
- ----------------------------- Technical Affairs
Jane Hsiao, Ph.D.
* Director April 23, 1996
- -----------------------------
Lyle Kasprick
* Director and Deputy Chief April 23, 1996
- ----------------------------- Executive Officer
Isaac Kaye
* Director April 23, 1996
- -----------------------------
Harvey M. Krueger
* Director April 23, 1996
- -----------------------------
John H. Moxley III, M.D.
* Director April 23, 1996
- -----------------------------
M. Lee Pearce, M.D.
* Director April 23, 1996
- -----------------------------
Michael Weintraub
*
By:/s/ PHILLIP FROST, M.D.
---------------------------
Phillip Frost, M.D.
(Attorney-in-Fact Pursuant to Power of Attorney)
