SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 27, 2000
IVAX CORPORATION
4400 BISCAYNE BLVD, MIAMI, FLORIDA 33137
305-575-6037
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Incorporated under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 1-09623 16-1003559
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ITEM 5. OTHER EVENTS.
PRIVATE OFFERING OF CONVERTIBLE SENIOR SUBORDINATED NOTES
On April 27, 2000, IVAX Corporation ("IVAX") announced its intention to
make a private offering of up to $200 million, plus possible over-allotments, of
convertible senior subordinated notes. The notes will mature in 2007 and will be
redeemable at the option of the company at any time after three years from
issuance. Further information concerning the proposed offering is contained in
the press release attached as Exhibit 99.1 to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release of IVAX Corporation relating to the
private offering of convertible senior subordinated
notes issued on April 27, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX CORPORATION
/s/ Carol J. Gillespie
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Carol J. Gillespie
Senior Vice President, General Counsel
and Secretary
Date: May 8, 2000
2
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release of IVAX Corporation relating to the private offering of
convertible senior subordinated notes issued on April 27, 2000.
EXHIBIT 99.1
IVAX CORPORATION ANNOUNCES
CONVERTIBLE NOTE OFFERING
MIAMI - April 27, 2000 - - IVAX Corporation (AMEX:IVX) announced a
private offering of up to $200 million, plus possible over-allotments, of
Convertible Senior Subordinated Notes. The Notes will be offered and sold in the
United States only to qualified buyers under Rule 144A of the Securities Act of
1933, as amended (the "Securities Act") and a limited number of other
institutional "accredited investors" in a private sale exempt from the
registration requirements of the Securities Act. Outside the United States they
will be offered and sold only to institutional non-U.S. persons in reliance upon
Regulation S under the Securities Act.
The Notes will have a maturity date in 2007 and will be convertible
into shares of IVAX Common Stock at any time prior to maturity or call for
redemption. The Notes will be redeemable after three years from issuance,
subject to certain conditions, at the option of IVAX, in whole or in part. The
Notes will be unsecured general obligations of IVAX.
Net proceeds from the sale of the Notes will be used primarily to
acquire technology, products or other businesses, to fund the research,
development, testing and commercialization of our pharmaceutical products, and
for general corporate purposes.
The Notes have not been registered under the Securities Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
IVAX Corporation, headquartered in Miami, Florida, is a holding company
with subsidiaries engaged in the research, development, manufacturing, and
marketing of branded and generic pharmaceuticals and veterinary and diagnostic
products in the U.S. and international markets.
EXCEPT FOR HISTORICAL MATTERS CONTAINED HEREIN, STATEMENTS IN THIS
PRESS RELEASE ARE FORWARD-LOOKING AND ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS ARE
CAUTIONED THAT FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT
MAY AFFECT THE COMPANY'S BUSINESS AND PROSPECTS, AND CAUSE RESULTS TO DIFFER
MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. AMONG OTHER
THINGS, THE COMPANY MAY NOT COMPLETE THE OFFERING OF THE NOTES; IT MAY NOT SELL
THE FULL AMOUNT STATED IN THIS PRESS RELEASE OR ANY EXCESS AMOUNT; THE COMPANY
MAY NOT ELECT TO REDEEM THE NOTES; AND THE COMPANY'S USE OF THE NET PROCEEDS MAY
NOT RESULT IN THE ACQUISITION OR DEVELOPMENT OF BUSINESSES OR TECHNOLOGIES THAT
WILL CONTRIBUTE TO THE COMPANY'S PROFITABILITY. IN ADDITION TO THE RISK FACTORS
SET FORTH ABOVE, THE ECONOMIC, COMPETITIVE, GOVERNMENTAL, TECHNOLOGICAL AND
OTHER FACTORS IDENTIFIED IN IVAX' FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION COULD AFFECT THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
RELEASE.
CONTACT: Douglas Heller, Ph.D. 305-575-6005
Acting Director, Investor Relations [email protected]
and Corporate Communications www.ivax.com
IVAX Corporation
