As filed with the Securities and Exchange Commission on February 18, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 1997 EMPLOYEE STOCK OPTION PLAN
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(Full Title of Plan)
CAROL GILLESPIE, ESQ.
SENIOR VICE PRESIDENT - 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)
COPY TO:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 4,000,000 shares(2) $34.53 $138,120,000 $36,463.68
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<FN>
(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
sales prices of the Common Stock on February 15, 2000, as reported on
the American Stock Exchange.
(2) This Registration Statement also relates to such indeterminate number
of additional shares of Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or exchanges
of shares or other similar events.
</FN>
</TABLE>
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<PAGE>
INCORPORATION OF FORM S-8 REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (No.333-42997)
filed by IVAX Corporation, a Florida corporation (the "Registrant"), with the
Securities and Exchange Commission, dated December 22, 1997, 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 1997 Employee Stock Option
Plan, are incorporated herein by this reference.
EXHIBITS
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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).
II-1
<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 17th day of February,
2000.
IVAX CORPORATION
By: /s/ PHILLIP FROST, M.D.
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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 Neil Flanzraich,
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ PHILLIP FROST, M.D. Chairman of the Board February 17, 2000
- -------------------------- and Chief Executive Officer
Phillip Frost, M.D. (Principal Executive Officer)
/s/ THOMAS E. BEIER Chief Financial Officer (Principal February 17, 2000
- -------------------------- Financial Officer)
Thomas E. Beier
/s/ THOMAS E. McCLARY Vice President-accounting (Principal February 17, 2000
- --------------------------- Accounting Officer)
Thomas E. McClary
Director
- ---------------------------
Mark Andrews
/s/ ERNST BIEKERT, PH.D. Director February 17, 2000
- ---------------------------
Ernst Biekert, Ph.D.
Director
- ---------------------------
Charles M. Fernandez
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ JACK FISHMAN, PH.D. Director February 17, 2000
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Jack Fishman, Ph.D
/s/ NEIL FLANZRAICH Director, President and February 17, 2000
- --------------------------- Vice Chairman
Neil Flanzraich
/s/ JANE HSIAO, PH.D. Director and Vice Chairman - February 17, 2000
- --------------------------- Technical Affairs
Jane Hsiao, Ph.D.
Director and Deputy Chief
- --------------------------- Executive Officer
Isaac Kaye
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 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).
EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200o BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<CAPTION>
- ----------------------------- ----------------------------- --------------------------------- ---------------------------------
<S> <C> <C> <C>
E. RICHARD ALHADEFF RICHARD B. JACKSON KEITH E. ROUNSAVILLE OWEN S. FREED
LOUISE JACOWITZ ALLEN THEODORE A. JEWELL BETTY CHANG ROWE SENIOR COUNSEL
STUART D. AMES SHARON LEE JOHNSON STEVEN D. RUBIN
ALEXANDER ANGUEIRA MICHAEL I. KEYES MIMI L. SALL DAVID M. SMITH
LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE LAND USE CONSULTANT
PATRICK A. BARRY CHAD K. LANG RICHARD E. SCHATZ
SHAWN BAYNE FRANK J. LOPEZ DAVID M. SEIFER
SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE
LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200
MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE
HANS C. BEYER BRIAN J. McDONOUGH CURTIS H. SITTERSON 401 EAST JACKSON STREET
MATTHEW W. BUTTRICK ANTONIO R. MENENDEZ RONNI D. SOLOMON TAMPA, FLORIDA 33602
ELLEN I. CHO FRANCISCO J. MENENDEZ MARK D. SOLOV --------
PETER L. DESIDERIO ALISON W. MILLER EUGENE E. STEARNS (813) 223-4800
MARK P. DIKEMAN VICKI LYNN MONROE JENNIFER D. STEARNS
DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. THOMAS T. STEELE
SHARON QUINN DIXON JOHN N. MURATIDES BRADFORD SWING FORT LAUDERDALE OFFICE
ALAN H. FEIN JOHN K. OLSON SUSAN J. TOEPFER SUITE 1900
ANGELO M. FILIPPI JAY P. W. PHILP ANNETTE TORRES 200 EAST BROWARD BOULEVARD
ELISE FRIEDBAUER KARA E. PLUNKETT DENNIS R. TURNER FORT LAUDERDALE, FLORIDA 33301
ROBERT E. GALLAGHER, JR. DAVID C. POLLACK RONALD L. WEAVER --------
CHAVA E. GENET DARRIN J. QUAM ROBERT I. WEISSLER (954) 462-9500
LATASHA A. GETHERS JOHN M. RAWICZ PATRICIA G. WELLES
PATRICIA K. GREEN PATRICIA A. REDMOND THOMAS H. WILLIAMS, JR.
JOSEPH K. HALL ELIZABETH G. RICE MARTIN B. WOODS
LISHA D. HOGUE GLENN M. RISSMAN
ALICE R. HUNEYCUTT DAVID A. ROTHSTEIN
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</TABLE>
February 16, 2000
Ms. Carol J. Gillespie
Senior Vice President,
General Counsel and Secretary
IVAX Corporation
4400 Biscayne Boulevard
Miami, FL 33137
Dear Ms. Gillespie:
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 of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 4,000,000 shares of the
Company's Common Stock, par value $.10 per share (the "Common Stock"), issuable
pursuant to the IVAX Corporation 1997 Employee Stock Purchase Plan (the "Plan").
In connection with our opinion, we have examined the Registration
Statement, including all exhibits thereto, as filed with the Securities and
Exchange Commission, and the Articles of Incorporation, and Bylaws of the
Company, as well as such other documents and proceedings as we have considered
necessary 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 of Common Stock 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
<PAGE>
Ms. Carol J. Gillespie
February 16, 2000
Page 2
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, and (iv) that
all factual information supplied to us was accurate, true and complete. 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
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. This opinion is rendered as of the date hereof and we
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that may hereafter change and/or come to our attention.
Based upon the foregoing and having regard to legal considerations
which we deem relevant, we are of the opinion that the shares of Common Stock
registered under the Registration Statement and issuable in accordance with the
Plan will, if and when issued and delivered by the Company against payment of
adequate consideration therefor in accordance with the terms and conditions of
the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter as an exhibit
to the Registration Statement and to any references to this firm in the
Registration Statement and in the documents incorporated therein by reference.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 26, 1999, except with respect to the matters discussed in
Note 16 therein, as to which the date is March 19, 1999, included in IVAX
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Miami, Florida
February 15, 2000
