As filed with the Securities and Exchange Commission on April 4, 1997.
Registration No. 333-_________
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IVAX CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 16-1003559
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
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IVAX CORPORATION EMPLOYEE SAVINGS 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED PER SHARE (2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 500,000 shares $8.88 $4,440,000 $1,345.45
=====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for purposes 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 April 3, 1997.
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<PAGE>
INCORPORATION OF FORM S-8 REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (No.
33-88912) filed by IVAX Corporation, a Florida corporation (the "Registrant"),
with the Securities and Exchange Commission, dated January 26, 1995, with
respect to the registration of shares of the Registrant's common stock, par
value $.10 per share, which may be issued under the IVAX Corporation Employee
Savings 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
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 4th day of April,
1997.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/S/ PHILLIP FROST, M.D. Chairman of the Board April 4, 1997
- ------------------------------- and Chief Executive Officer
Phillip Frost, M.D.
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/S/ MICHAEL W. FIPPS Chief Financial Officer April 4, 1997
- -------------------------------
Michael W. Fipps
PRINCIPAL ACCOUNTING OFFICER:
/S/ MICHAEL METZKES Vice President-Accounting April 4, 1997
- -------------------------------
Michael Metzkes
/S/ ISAAC KAYE Director and Deputy April 4, 1997
- ------------------------------- Chief Executive Officer
Isaac Kaye
/S/ JACK FISHMAN, PH.D. Director and Vice Chairman April 4, 1997
- -------------------------------
Jack Fishman, Ph.D.
- 3 -
<PAGE>
/S/ JANE HSIAO, PH.D. Director and Vice Chairman- April 4, 1997
- ------------------------------- Technical Affairs
Jane Hsiao, Ph.D.
/S/ ROBERT C. STRAUSS Director, President and April 4, 1997
- ------------------------------- Chief Operating Officer
Robert C. Strauss
/S/ MARK ANDREWS Director April 4, 1997
- -------------------------------
Mark Andrews
Director
- -------------------------------
Lloyd Bentsen
/S/ ERNST BIEKERT, PH.D. Director April 4, 1997
- -------------------------------
Ernst Biekert, Ph.D.
/S/ DANTE B. FASCELL Director April 4, 1997
- -------------------------------
Dante B. Fascell
/S/ HAROLD S. GENEEN Director April 4, 1997
- -------------------------------
Harold S. Geneen
/S/ LYLE KASPRICK Director April 4, 1997
- -------------------------------
Lyle Kasprick
Director
- -------------------------------
Harvey M. Krueger
/S/ JOHN H. MOXLEY, III, M.D. Director April 4, 1997
- -------------------------------
John H. Moxley, III, M.D.
/S/ MICHAEL WEINTRAUB Director April 4, 1997
- -------------------------------
Michael Weintraub
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the IVAX Corporation Employee Savings Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida on April 4, 1997.
IVAX CORPORATION EMPLOYEE SAVINGS PLAN
By: IVAX CORPORATION,
PLAN ADMINISTRATOR
By: /S/ EDWARD J. O'BRIEN
------------------------------------
Edward J. O'Brien,
Vice President-Human Resources
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<PAGE>
INDEX TO EXHIBITS
EXHIBITS
NUMBER DESCRIPTION
- -------- -----------
5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A.
23.2 Consent of Arthur Andersen LLP
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 o BROWARD (954) 463-5440
FAX (305) 789-3395
April 4, 1997
Phillip Frost, M.D.
Chairman of the Board,
Chief Executive Officer
and President
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137-3227
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 500,000 shares
(the "Shares") of the Company's common stock, par value $.10 per share (the
"Common Stock"), issuable pursuant to the IVAX Corporation Employee Savings Plan
(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; and (iii) 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
<PAGE>
Phillip Frost, M.D.
April 4, 1997
Page 2
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 all
factual information supplied to us is accurate, true and complete; and (v) the
genuineness of all signatures. In addition, as to questions of fact material to
the opinions expressed herein, we have relied upon the accuracy of: (i) all
representations and warranties as to factual matters contained in any of the
documents submitted to us for purposes of rendering the opinion; and (ii)
factual recitals made in the resolutions adopted by the Board of Directors of
the Company. We express no opinion as to federal securities laws or the "blue
sky" laws of any state or jurisdiction.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares registered under
the Registration Statement which are issuable in accordance with the Plan, will,
if and when issued and delivered by the Company, in accordance with the Plan, be
validly issued, fully paid and non-assessable.
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 on Form S-8 of our
report dated February 28, 1997, except with respect to the matters discussed in
Notes 4 and 14 therein, as to which the date is March 21, 1997, included in IVAX
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
April 2, 1997
