As filed with the Securities and Exchange Commission on December 6, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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)
Carol Gillespie, Esq.
General Counsel
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6000
(Name, address, including Zip Code,
and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3200
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box [ ].
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [X].
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ].
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ].
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of each class Amount to be Proposed maximum Proposed maxi- Amount of
of securities to be registered offering price per mum aggregate registration
registered Share offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 15,000,000 $40.43 $606,450,000 $160,103
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Common Stock Purchase Rights (2) 15,000,000 -- -- --
============================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low per
share sale price of the Common Stock, on the American Stock Exchange on
December 4, 2000.
(2) The Common Stock Purchase Rights are attached to and trade with and
transfer with the Common Stock. The Common Stock Purchase Rights are
only exercisable upon the occurrence of certain prescribed events, none
of which has occurred. Pursuant to Rule 457(i) of the Securities Act of
1933, no registration fee is required with respect to the Common Stock
Purchase Rights.
--------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold by means of this prospectus until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to Completion Dated December 6, 2000
IVAX CORPORATION
15,000,000 SHARES COMMON STOCK
o This prospectus covers up to 15,000,000 shares of our common stock,
together with their related common stock purchase rights.
o We will offer and sell these shares from time to time, in one or more
offerings, in connection with our acquisition of other businesses, assets or
securities.
o We expect to determine the terms of any acquisitions in which we will
issue any of the shares covered by this prospectus by direct negotiations with
the owners or controlling persons of the businesses, assets or securities that
we seek to acquire.
o We will issue the shares covered by this prospectus at the time we make
the acquisitions. We will value the shares at prices reasonably related to the
market price of our common stock at either the time we enter into the agreement
for the acquisitions or the time we complete the acquisitions.
o We do not expect that we or any other person will pay underwriting
discounts or commissions in connection with our issuances of the shares under
this prospectus. However, we may pay finder's fees in connection with some
acquisitions. Any person to whom we pay finder's fees may be an underwriter
within the meaning of the Securities Act of 1933.
o Our common stock is listed on the American Stock Exchange under the
trading symbol "IVX". On December 4, 2000, the closing price of our common stock
was $40.19 per share. As of October 31, 2000, we had 159,409,011 shares of our
common stock outstanding.
See "Risk Factors" beginning on page 2 for a discussion of factors that you
should consider before making an investment decision.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ______________, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS.................................................1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS.......................1
THE COMPANY...........................................................1
RISK FACTORS..........................................................2
WHERE YOU CAN FIND MORE INFORMATION...................................9
INCORPORATION BY REFERENCE...........................................10
USE OF PROCEEDS......................................................10
SELECTED CONSOLIDATED FINANCIAL DATA.................................11
RESTRICTIONS ON RESALE...............................................12
OTHER INFORMATION....................................................12
LEGAL MATTERS........................................................12
EXPERTS..............................................................12
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed
with the Securities and Exchange Commission, or SEC. We will use this prospectus
from time to time to make offers and sales of our common stock in connection
with our acquisitions of other businesses, assets or securities. You should read
this prospectus together with additional information described under the next
heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time we deliver this prospectus or issue of the
securities.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements," or statements
that are based on current expectations, estimates and projections rather than
historical facts. We make these forward-looking statements in reliance on the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to a number of risks and
uncertainties, many of which are difficult to predict and are beyond our
control. Forward-looking statements typically include the words "believe,"
"expect," "anticipate," "intend," "estimate" or similar expressions. Many of
these risks and uncertainties are included under the caption "Risk Factors."
Our actual results could differ materially from those which these
forward-looking statements contemplate as a result of factors including but not
limited to economic, competitive, governmental and technological factors
affecting our operations, markets, products and prices, and other factors that
we discuss elsewhere in this prospectus and the other documents we file with the
SEC.
In light of these risks and uncertainties, the results and events the
forward-looking information contained in this prospectus contemplates might not
occur. We caution you not to place undue reliance on these forward-looking
statements.
THE COMPANY
We are a multi-national company engaged in the research, development,
manufacture and marketing of pharmaceutical products. We have subsidiaries
located throughout the world, some of which are among the leading pharmaceutical
companies in their markets. Our current business is well established, generating
net revenues in 1999 of $656 million and net income of approximately $70
million. While we expect continued growth from our current products, we
recognize that our long-term growth will depend on the discovery and development
of new products that will satisfy currently unmet medical needs. In an effort to
further our growth, we are focusing on expanding our portfolio of proprietary
pharmaceutical products and brand name pharmaceutical products through our
research and development efforts and through strategic acquisitions and
collaborations. Although our strategy is to continue to expand our generic
business, we currently anticipate that the sale of proprietary and brand name
products will generate an increasing amount of our future revenues.
We market several brand name pharmaceutical products and a wide variety
of generic and over-the-counter pharmaceutical products, primarily in the United
States and the United Kingdom. We also maintain operations in Argentina, China,
the Czech Republic, France, Germany, Hong Kong, Hungary, India, Ireland, Italy,
Kazakhstan, Latvia, Peru, Poland, Russia, the Slovak Republic, Ukraine, Uruguay,
and Venezuela. We also market our products through distributors or joint
ventures in other foreign markets. Our principal executive offices are located
at 4400 Biscayne Boulevard, Miami, Florida 33137, and our telephone number is
(305) 575-6000.
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RISK FACTORS
You should carefully consider the following risks before making an
investment decision. These and other risks could materially and adversely affect
our business, operating results or financial condition. You should also refer to
the other information contained or incorporated by reference in this prospectus,
before making an investment decision.
Risks Relating to Our Company
Our research and development expenditures may not result in commercially
successful products.
We spent approximately $54.2 million during 1999 on our research and
development efforts. We budgeted approximately $80 million in the year 2000 for
research and development expenditures and may in the future increase the amounts
we expend for research and development. These amounts represent a significant
increase in the amounts we allocated to research and development in prior
periods. As a result, our research and development expenditures may have an
adverse impact on our earnings in the short term. Further, we cannot be sure
that our research and development expenditures will, in the long term, result in
the discovery or development of products which prove to be commercially
successful.
Our potential acquisitions may reduce our earnings, be difficult for us to
combine into our operations or require us to obtain additional financing.
We search for and evaluate acquisitions which will provide new product
and market opportunities, benefit from and maximize our existing assets and add
critical mass. On June 20, 2000 we announced that we had acquired Laboratorios
Elmor S.A., a pharmaceutical company based in Venezuela, and on September 7,
2000 we announced that we had completed our acquisition of Wakefield
Pharmaceuticals, Inc., a privately held company located in Alpharetta, Georgia.
Wakefield Pharmaceuticals markets and sells respiratory products to allergists,
ear, nose and throat doctors, lung doctors and primary care physicians.
Additionally, on October 12, 2000 we announced that we had entered into an
agreement to acquire Laboratorios Fustery, a Mexican pharmaceutical company
which markets and distributes a broad range of medicines. Acquisitions commonly
involve risks and may have a material effect on our results of operations. Any
acquisitions we make may fail to accomplish our strategic objectives, may not be
successfully combined with our operations and may not perform as expected. In
addition, based on current acquisition prices in the pharmaceutical industry,
our acquisitions could initially reduce our per share earnings and add
significant intangible assets and related goodwill amortization charges. Our
acquisition strategy may require us to obtain additional debt or equity
financing, resulting in additional leverage, or increased debt obligations as
compared to equity, and dilution of ownership. We may not be able to finance
acquisitions on terms satisfactory to us.
We depend on our development, manufacture and marketing of new products for our
future success.
Our future success is largely dependent upon our ability to develop,
manufacture and market commercially successful new pharmaceutical products and
generic versions of pharmaceutical products that are no longer subject to
patents. Generally, the commercial marketing of pharmaceutical products depends
upon:
o continually developing and testing products;
o proving that new products are safe and effective in clinical
trials;
o proving that there is no significant difference in the rate
and extent to which the active ingredient in the generic
product becomes available at the site of drug action as
compared to the brand name version; and
o receiving requisite regulatory approval for all new products.
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Delays in the development, manufacture and marketing of new products
will impact our results of operations. Each of the steps in the development,
manufacture and marketing of our products, as well as the process taken as a
whole, involves significant periods of time and expense. We cannot be sure that:
o any of our products presently under development, if and when
fully developed and tested, will perform as
we expect;
o we will obtain necessary regulatory approvals in a timely
manner, if at all; or
o we can successfully and profitably produce and market any of
our products.
We depend on our patents and proprietary rights and cannot be certain of their
confidentiality and protection.
Our success with our proprietary products depends, in large part, on
our ability to protect our current and future technologies and products and to
defend our intellectual property rights. If we fail to adequately protect our
intellectual property, competitors may manufacture and market products similar
to ours. We have numerous patents covering our technologies. We have filed, and
expect to continue to file, patent applications seeking to protect newly
developed technologies and products in various countries, including the United
States. The United States Patent and Trademark Office does not publish patent
applications or make information about pending applications available to the
public until it issues the patent. Since publication of discoveries in the
scientific or patent literature tends to follow actual discovery by several
months, we cannot be certain that we were the first to file patent applications
on our discoveries. We cannot be sure that we will receive patents for any of
our patent applications or that any existing or future patents that we receive
or license will provide competitive advantages for our products. We also cannot
be sure that competitors will not challenge, invalidate or avoid the application
of any existing or future patents that we receive or license. In addition,
patent rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
We also rely on trade secrets, unpatented proprietary know-how and
continuing technological innovation that we seek to protect, in part, by
confidentiality agreements with licensees, suppliers, employees and consultants.
We cannot assure you that these parties will not breach their agreements with
us. We also cannot be certain that we will have adequate remedies for any
breach. Disputes may arise concerning the ownership of intellectual property or
the applicability of confidentiality agreements. Furthermore, we cannot be sure
that our trade secrets and proprietary technology will not otherwise become
known or that our competitors will not independently develop our trade secrets
and proprietary technology or, if we do not receive patents for products arising
from research, that we will be able to maintain the confidentiality of
information relating to our products.
Third parties may claim that we infringe their proprietary rights and may
prevent us from manufacturing and selling some of our products.
The manufacture, use and sale of new products that are the subject of
conflicting patent rights have been the subject of substantial litigation in the
pharmaceutical industry. These lawsuits relate to the validity and infringement
of patents or proprietary rights of third parties. We may have to defend against
charges that we violated patents or proprietary rights of third parties. This is
especially true for the sale of the generic version of products on which the
patent covering the branded product is expiring, an area where infringement
litigation is prevalent. Our defense against charges that we infringed third
party patents or proprietary rights could require us to incur substantial
expense and to divert significant effort of our technical and management
personnel. If we infringe on the rights of others, we could lose our right to
develop or make some products or could be required to pay monetary damages or
royalties to license proprietary rights from third parties.
Although the parties to patent and intellectual property disputes in
the pharmaceutical product area have often settled their disputes through
licensing or similar arrangements, the costs associated with these arrangements
may be substantial and could include ongoing royalties. Furthermore, we cannot
be certain that the necessary licenses would be available to us on terms we
believe to be acceptable. As a result, an adverse determination in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent
us from manufacturing and selling a number of our products.
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<PAGE>
When seeking approval of some of our products, we are also required to
certify to regulatory authorities, such as the United States Food and Drug
Administration, or FDA, that the product does not infringe upon third party
rights. A patent holder may challenge our notice of non-infringement or
invalidity by filing suit for patent infringement within 45 days of receiving
our notice. If a patent holder makes this type of challenge, it would prevent
regulatory approval in the United States until the suit is resolved or for at
least 30 months. A challenge by a patent holder and the associated delay could
result in additional expenses or could eventually prevent us from manufacturing
and selling some of our products.
Marketing practices such as returns, allowances and charge-backs and marketing
programs adopted by wholesalers may reduce sales revenues in subsequent periods.
Based on industry practice, generic manufacturers, including us, have
liberal return policies and have been willing to give customers post-sale
inventory allowances. Under these arrangements, the manufacturers give customers
credits on the manufacturer's generic products which the customers hold in
inventory after decreases in the market prices of the generic products. Like our
competitors, we also give credits for charge-backs to wholesale customers that
have contracts with us for their sales to hospitals, group purchasing
organizations, pharmacies or other retail customers. A charge-back is the
difference between the price the wholesale customer pays and the price that the
wholesale customer's end customer pays for a product. Although we establish
reserves based on our prior experience and our best estimates of the impact that
these policies may have in subsequent periods, we cannot ensure that our
reserves are adequate or that actual product returns, inventory allowances and
charge-backs will not exceed our estimates. In the second quarter of 1996, based
upon price declines at a time of significant inventory levels, these credits
were approximately $44 million higher than the average levels that we
experienced in prior quarters. Following our announcement of the expected
credits prior to the end of the second quarter, the market price of our common
stock immediately fell approximately 36%, and a number of persons subsequently
filed class action litigation against us based on the decline. That class action
litigation was resolved in our favor when the court dismissed it on the merits.
The concentration of ownership among our principal shareholders may permit those
shareholders to influence corporate matters and policies.
Our executive officers and directors and two additional shareholders
currently have or share voting control over approximately 21.3% of our issued
and outstanding common stock. As a result, these persons may have the ability to
significantly influence the election of the members of our board of directors
and other corporate decisions.
A number of internal and external factors have caused and may continue to cause
the market price of our stock to be volatile.
The market prices for securities of companies engaged in pharmaceutical
development, including us, have been volatile. Many factors, including many over
which we have no control, may have a significant impact on the market price of
our common stock, including without limitation:
o the announcement of technological innovations or new
commercial products by us or our competitors;
o changes in governmental regulation;
o regulatory approvals that we or our competitors obtain;
o developments relating to patents or proprietary rights by us
or our competitors;
o publicity regarding actual or potential medical results for
products that we or our competitors have under development;
and
o period-to-period changes in financial results.
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Political and economic instability and foreign currency fluctuations may
adversely affect the revenues our foreign operations generate.
Currency exchange fluctuations and restrictions, political instability
in some countries, and uncertainty as to the enforceability of, and government
control over, commercial rights may affect our foreign operations.
We sell products in many countries that are susceptible to significant
foreign currency risk. We generally sell these products for United States
dollars, which eliminates our direct currency risk but increases our credit risk
if the local currency devalues significantly and it becomes more difficult for
customers to purchase the United States dollars required to pay us. Acquisitions
we are currently evaluating or pursuing may increase our foreign currency risk.
On May 25, 2000 we announced that we had purchased an additional 8.5% of our
Czech Republic subsidiary, Galena, A.S., and during September and October 2000,
Galena repurchased 2.6% of its shares bringing our ownership of Galena to 98%.
Additionally, on June 20, 2000 we announced our acquisition of Laboratorios
Elmor S.A., a pharmaceutical company based in Venezuela, and, on October 12,
2000, we announced that we had entered into an agreement to acquire Laboratorios
Fustery, a Mexican pharmaceutical company which markets and distributes a broad
range of medicines. Any future acquisition of additional operations that we may
make may expose us to additional risk.
Future inability to obtain raw materials or products from contract manufacturers
could seriously affect our operations.
We currently obtain raw materials and other products from single
domestic or foreign suppliers. Although to date we have not experienced
difficulty in obtaining these raw materials and products, we cannot assure you
that supply interruptions will not occur in the future or that we will not have
to obtain substitute materials or products, which would require additional
regulatory approvals. Further, we cannot assure you that our third party
suppliers will continue to supply us. In addition, changes in our raw material
suppliers could result in delays in production, higher raw material costs and
loss of sales and customers because regulatory authorities must generally
approve raw material sources for pharmaceutical products. Any significant
interruption of supply could have a material adverse effect on our operations.
Increased indebtedness may impact our financial condition and results of
operations.
At September 30, 2000, we had approximately $297.6 million of
consolidated indebtedness. We may incur additional indebtedness in the future.
Our level of indebtedness will have several important effects on our future
operations, including, without limitation:
o we will use a portion of our cash flow from operations for
the payment of any principal or interest due on our
outstanding indebtedness;
o our outstanding indebtedness and leverage will increase the
impact of negative changes in general economic and industry
conditions, as well as competitive pressures; and
o the level of our outstanding debt may affect our ability to
obtain additional financing for working capital, capital
expenditures or general corporate purposes.
General economic conditions, industry cycles and financial, business
and other factors affecting our operations, many of which are beyond our
control, may affect our future performance, and, as a result, may affect our
ability to make principal and interest payments on our indebtedness. We
anticipate that approximately $14.6 million of cash flow from operations will be
required to discharge our annual obligations on our currently outstanding
indebtedness. Our business might not continue to generate cash flow at or above
current levels. If we cannot generate sufficient cash flow from operations in
the future to service our debt, we may, among other things:
o seek additional financing in the debt or equity markets;
o refinance or restructure all or a portion of our indebtedness;
o sell selected assets; or
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<PAGE>
o reduce or delay planned capital expenditures.
These measures might not be sufficient to enable us to service our debt. In
addition, any financing, refinancing or sale of assets might not be available on
economically favorable terms.
We have enacted a shareholder rights plan and charter provisions that may have
anti-takeover effects.
We have in place a shareholders rights plan under which we issued
common stock purchase rights. As a result of the plan, each share of our common
stock carries with it one common stock purchase right. Each common stock
purchase right entitles the registered holder to purchase from us one-half of a
share of our common stock at a price of $15 per one-half of a share, subject to
adjustment. The common stock purchase rights are intended to cause substantial
dilution to a person or group who attempts to acquire us on terms that our Board
of Directors has not approved. The existence of the common stock purchase rights
could make it more difficult for a third party to acquire a majority of our
common stock. Other provisions of our articles of incorporation and bylaws may
also have the effect of discouraging, delaying or preventing a merger, tender
offer or proxy contest, which could have an adverse effect on the market price
of our common stock.
Risks Relating to Our Industry
Our revenues and profits from generic pharmaceuticals will decline as we or our
competitors introduce additional generic equivalents of those products.
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 the
related exclusivity periods established by regulation expire, the first generic
manufacturer to apply for regulatory approval for a generic equivalent of a
brand name product may be entitled to a 180-day period of marketing exclusivity
under the Hatch-Waxman Act. During this exclusivity period, the FDA cannot
approve any other generic equivalent. If we are not the first generic applicant,
our generic product will be kept off the market for an additional 180 days after
the brand name drug's patents expire. Whether due to the 180-day period of
marketing exclusivity or other factors that delay the approval of other generic
competitors, the first generic equivalent on the market is usually able to
initially achieve relatively high revenues and gross profit. As other generic
manufacturers receive regulatory approvals on competing products, prices and
revenues typically decline. The timing of these declines is unpredictable and
can result in a significantly curtailed period of profitability for a generic
product. The level of revenues and gross profit attributable to generic products
that we develop and manufacture is dependent, in part, on:
o our ability to develop and introduce new generic products;
o the timing of regulatory approval of generic products;
o the number and timing of regulatory approvals of competing
products;
o strategies brand name companies adopt to maintain their market
share; and
o our cost of manufacturing.
Generic products (but not including branded generic products) represented 59.0%,
50.9% and 33.6% of our revenues for the years ended December 31, 1999, 1998 and
1997, respectively, and 50.6% of our revenues for the nine months ended
September 30, 2000.
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Some large drug companies are selling their own generics and are finding new
ways of extending their market exclusivity.
In addition to competition from other generic drug manufacturers, we
face competition from large drug companies as they increasingly sell their
proprietary products into the generic market directly by establishing, acquiring
or forming licensing or business arrangements with generic pharmaceutical
companies. A large drug company may sell its proprietary products directly or
through a third party to the generic market without any additional regulatory
approvals and does not face any other significant barriers to entry into the
generic market. In addition, many large drug companies are increasingly pursuing
strategies to prevent or delay the introduction of generic competition. These
strategies include, among others:
o seeking to establish regulatory obstacles to demonstrating
that there is no significant difference in the rate and extent
to which the active ingredient in the generic product becomes
available at the site of drug action as compared to the brand
name counterpart;
o instituting legal actions that automatically delay approval of
generic products the approval of which requires certifications
that the brand name drug's patents are invalid or would not be
infringed by the generic;
o obtaining approvals of patented drugs for a rare disease or
condition and, as a result, obtaining seven years of
exclusivity for that indication;
o obtaining extensions of patent exclusivity by conducting
trials of brand name drugs using children; and
o persuading the FDA to withdraw the approvals of brand name
drugs the patents for which are about to expire so that the
brand name company can substitute a new patented product.
Additionally, in the United States, some companies have lobbied Congress for
amendments to the Hatch-Waxman legislation which could give them additional
advantages over generic competitors such as us. For example, although the life
of a drug company's drug patent is extended for a period equal to the time that
it takes the FDA to approve the drug, some companies have proposed eliminating
the five-year maximum on the period of those patent extensions and extending the
patent life by a full year for each year spent in clinical trials, rather than
the one-half year that is currently allowed. If proposals like these become
effective, our entry into the U.S. market and our ability to generate revenues
associated with these products will be delayed.
Legislative proposals, reimbursement policies of third parties, cost containment
measures and health care reform could affect the marketing, pricing and demand
for our products.
Various legislative proposals, including proposals relating to
prescription drug benefits, could materially impact the pricing and sale of our
products. Further, reimbursement policies of third parties may affect the
marketing of our products. Our ability to market our products will depend in
part on reimbursement levels for the cost of the products and related treatment
established by health care providers, including government authorities, private
health insurers and other organizations, such as health maintenance
organizations, or HMOs, and managed care organizations, or MCOs. Insurance
companies, HMOs, MCOs, Medicaid and Medicare administrators and others are
increasingly challenging the pricing of pharmaceutical products and reviewing
their reimbursement practices. In addition, the following factors could
significantly influence the purchase of pharmaceutical products, which would
result in lower prices and a reduced demand for our product:
o the trend toward managed health care in the United States;
o the growth of organizations such as HMOs and MCOs;
o legislative proposals to reform health care and government
insurance programs; and
o price controls and non-reimbursement of new and highly priced
medicines for which the economic therapeutic rationales are
not established.
These cost containment measures and health care reform proposals could affect
our ability to sell our products.
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The reimbursement status of a newly approved pharmaceutical product may
be uncertain. Reimbursement policies may not include some of our products. Even
if reimbursement policies of third parties grant reimbursement status for a
product, we cannot be sure that these reimbursement policies will remain in
effect. Limits on reimbursement could reduce the demand for our products. The
unavailability or inadequacy of third party reimbursement for our products would
reduce or possibly eliminate demand for our products. We are unable to predict
whether governmental authorities will enact additional legislation or regulation
which will affect third party coverage and reimbursement that reduces demand for
our products.
New developments by others could make our products or technologies
non-competitive or obsolete.
The markets in which we compete and intend to compete are undergoing
rapid and significant technological change, and we expect these rapid and
significant technological changes to continue. Any technological advances in the
pharmaceutical industry may intensify competition. We cannot be sure that
developments by others will not render our products or technologies obsolete or
uncompetitive.
Our industry is highly competitive which affects our product selection, pricing,
gross profit and market share.
The pharmaceutical industry is intensely competitive. Most or all of
the products that we sell or license will face competition from different
chemical or other agents intended to treat the same diseases. Our current and
future products will also face competition from traditional forms of drug
delivery and from advanced delivery systems others are developing. Our
competitors vary depending upon geographic regions, product categories, and
within each product category, upon dosage strengths and drug delivery systems.
Some of our major competitors are:
o 3M
o Astra Zeneca
o Barr Laboratories
o Boehringer Ingelheim
o Bristol-Myers Squibb
o Geneva Pharmaceuticals
o Glaxo Wellcome
o Eli Lilly
o Mylan Pharmaceuticals
o Novartis Pharmaceuticals
o Schering-Plough
o Teva Pharmaceuticals
Our competitors may be able to develop products and processes competitive with
or superior to our own for many reasons, including that they may have:
o significantly greater financial resources;
o larger research and development and marketing staffs; or
o larger production facilities or extensive experience in
preclinical testing and human clinical trials.
Our industry is subject to government regulation that increases our costs and
could prevent us from marketing or selling our products.
Governmental authorities in the United States and other countries
subject our operations to extensive regulation, including the regulation of the
testing, approval, manufacture, labeling, marketing and sale of pharmaceutical
products. We devote significant time, effort and expense addressing these
extensive government regulations. Our failure to comply with these governmental
regulations can result in fines, unanticipated compliance expenditures,
interruptions of production and criminal prosecution. The process of obtaining
regulatory approval is rigorous, time consuming and costly. We cannot be sure
that we will obtain necessary approvals on a timely basis, if at all. Delays in
receiving regulatory approvals would adversely affect our ability to market
products
-8-
<PAGE>
commercially. The FDA and comparable foreign regulatory authorities may withdraw
product approvals if we do not maintain compliance with regulatory standards or
if we experience problems relating to our products after initial approval.
Consolidation of our customers or wholesaler programs could result in increased
pricing pressures that may adversely affect our operating results.
We make a significant amount of our United States generic
pharmaceutical sales to a relatively small number of drug wholesalers and retail
drug chains, which represent an essential part of the distribution chain of
pharmaceutical products in the United States. These sales are primarily to:
o Amerisource Health Corporation
o Bergen Brunswig Corporation
o Cardinal Health, Inc.
o McKesson HBOC, Inc.
o Eckerd Corporation
Drug wholesalers and retail drug chains have undergone, and are continuing to
undergo, significant consolidation. As a result, our customers are gaining more
purchasing power and increasing the pricing pressures facing our United States
generic pharmaceutical business. Further consolidation among our customers may
result in even greater pricing pressures and correspondingly reduce the gross
margins of this business. It may also cause such customers to reduce their
purchases of our products. Additionally, many wholesalers have adopted programs
under which they offer customers price discounts if they purchase a bundled
supply of one generic supplier's products. These programs reduce the number of
manufacturers selected to supply products to the wholesaler and increase the
wholesaler's ability to influence its customers' buying decisions. These
programs generally require that the manufacturer charge lower prices on the
products they sell and permit wholesalers to maintain lower inventory levels.
Wholesalers may continue these types of programs or adopt other programs that
restrict the market for our products or require us to charge lower prices in
order to access the portion of the market that they control, adversely affecting
our results.
Our industry is susceptible to product-related liability claims that could
require us to pay substantial sums.
Like all pharmaceutical companies, we face the risk of loss and
associated adverse publicity from product liability lawsuits. We cannot assure
you that we can avoid product liability claims. We cannot be sure that our
product liability insurance will be adequate to cover claims or that we will be
able to get adequate insurance coverage in the future at acceptable costs. A
successful product liability claim in excess of our coverage could require us to
pay substantial sums.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You can inspect, read and copy these reports,
proxy statements and other information at the public reference facilities the
SEC maintains at:
o Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549;
o Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511; and
o Suite 1300, 7 World Trade Center, New York, New York 10048.
You can also obtain copies of these materials from the public reference
facilities of the SEC at prescribed rates. You can obtain information on the
operation of the public reference facilities by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that
makes available reports, proxy
-9-
<PAGE>
statements and other information regarding issuers that file electronically with
it. In addition, you can inspect the reports, proxy statements and other
information we file at the offices of the American Stock Exchange, Inc., 86
Trinity Place, New York, New York 10006.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. In addition, information
that we file with the SEC after the date of this prospectus will update and
supersede the information contained in this prospectus and the incorporated
filings. The information we incorporate by reference is an important part of
this prospectus. We incorporate by reference the following documents we filed
with the SEC:
o our Annual Report on Form 10-K for the year ended December 31,
1999 filed on March 30, 2000 as amended by our Form 10-K/A
filed on May 1, 2000 and as amended by our Form 10-K/A filed
on November 7, 2000;
o our Quarterly Report on Form 10-Q for the quarter ended March
31, 2000 filed on May 15, 2000;
o our Quarterly Report on Form 10-Q for the quarter ended June
30, 2000 filed on August 14, 2000;
o our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 filed on November 7, 2000;
o our Current Report on Form 8-K dated February 8, 2000 and
filed on February 11, 2000;
o the description of our common stock contained in our
Registration Statement on Form 8-B filed on July 28, 1993;
o the description of our common stock purchase rights contained
in our Current Report on Form 8-K dated December 19, 1997 and
filed on December 31, 1997; and
o all other documents we subsequently file under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or
the Exchange Act, after the date of the filing of this
Registration Statement and before its effectiveness and all
such documents that we file after its effectiveness and before
the termination of the offering, each of which will be deemed
to be a part of this prospectus from the date of filing,
except as otherwise provided in such filing.
To receive a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents), write to or call:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: Corporate Secretary
Phone Number: (305) 575-6000
USE OF PROCEEDS
This prospectus relates to shares of our common stock that we may be
offer and issue from time to time in the acquisition of other business,
properties or securities. We will not receive any proceeding from these
offerings other than the businesses or properties that we acquire.
-10-
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of some of our financial information. You
should read the following information together with our consolidated financial
statements, including their notes, included in our Annual Report on Form 10-K
for the year ended December 31, 1999 and our Quarterly Report on Form 10-Q for
the period ended September 30, 2000. The unaudited consolidated interim period
financial statements include, in our opinion, all adjustments necessary for a
fair presentation of the results of the unaudited interim periods. Our results
of operations for interim periods are not necessarily indicative of the results
we will achieve for full fiscal years.
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
Year Ended December 31, (unaudited)
1999 1998 1997 1996 1995 2000 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
(in thousands, except per share data) (1) (2)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA
Net revenues (3) $ 656,269 $ 625,573 $ 594,286 $ 658,745 $ 785,949 $ 548,937 $ 465,235
Gross profit 287,134 228,821 114,304 161,969 312,753 271,178 202,223
Selling 78,979 79,508 100,220 98,770 70,964 69,263 55,551
General & administrative 85,102 88,434 116,185 111,122 71,769 62,417 65,439
Research and development 54,164 48,615 53,409 51,729 45,594 49,678 38,129
Amortization 3,121 3,673 3,760 4,594 2,632 6,408 2,122
Restructuring & asset write-downs (612) 12,222 38,088 69,073 -- (4,039) 586
Merger expenses -- -- 2,343 557 3,392 -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss) 66,380 (3,631) (199,701) (173,876) 118,402 87,451 40,396
Interest income 6,142 11,972 5,738 1,126 1,453 9,397 5,381
Interest expense (5,556) (6,857) (14,685) (15,996) (8,066) (10,882) (3,711)
Other income (3) 19,513 32,777 53,366 6,623 17,533 13,745 10,201
Income taxes (benefit) 14,850 10,047 60,166 (52,488) 29,701 10,498 10,604
Minority interest (2,085) 403 (4,086) (5,354) (5,302) (533) (1,897)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) from continuing
operations 69,544 24,617 (219,534) (134,989) 94,319 88,680 39,766
Income (loss) from discontinued
operations 585 48,904 (8,701) (23,690) 20,482 -- 585
Net income (loss) 70,722 71,594 (233,254) (160,752) 114,835 86,426 40,944
Basic earnings (loss) per common
share (4):
Continuing operations 0.43 0.14 (1.21) (0.76) 0.53 0.56 0.24
Discontinued operations -- 0.27 (0.05) (0.13) 0.12 -- --
Net earnings (loss) 0.44 0.40 (1.28) (0.89) 0.66 0.55 0.25
Diluted earnings (loss) per common
share (4):
Continuing operations 0.42 0.14 (1.21) (0.76) 0.53 0.54 0.24
Discontinued operations -- 0.27 (0.05) (0.13) 0.11 -- --
Net earnings (loss) 0.43 0.40 (1.28) (0.89) 0.64 0.53 0.25
Weighted average number of
common shares outstanding (4):
Basic 161,508 178,674 182,243 181,424 174,098 156,259 163,607
Diluted 164,401 178,897 182,243 181,424 179,309 162,485 166,209
Cash dividends per common share $ -- $ -- $ -- $ 0.05 $ 0.08 $ -- $ --
BALANCE SHEET DATA
Working capital (5) $ 124,373 $ 269,511 $ 238,918 $ 415,927 $ 354,733 $ 405,372 $ 132,683
Total assets 634,514 778,015 790,736 1,333,648 1,184,828 993,841 630,373
Total long-term debt, net of current
portion 93,473 77,776 94,193 442,819 210,759 254,025 45,713
Shareholders' equity 292,371 453,208 435,039 695,128 789,172 501,290 337,024
</TABLE>
--------------
(1) The acquisition of Elvetium S.A. (Argentina), Alet Laboratories
S.A.E.C.I. y E. and Elvetium S.A. (Uruguay) (collectively "Elvetium"),
which was accounted for under the pooling of interests method of
accounting, was recorded as of January 1, 1996. Historical figures have
not been restated to give retroactive effect to the Elvetium
acquisition due to the immateriality of the related amounts. Figures
include the results of ImmunoVision Inc. since its purchase on July 17,
1995.
(2) Figures have been restated to reflect the classification of IVAX'
intravenous products, personal care products and specialty chemicals
businesses as discontinued operations.
(3) Figures for 1998 have been reclassified to conform to current period's
presentation.
(4) Figures have been retroactively restated to reflect the 3-for-2 stock
split effective February 22, 2000.
(5) Excludes net assets of discontinued operations.
-11-
<PAGE>
RESTRICTIONS ON RESALE
We prepared the registration statement of which this prospectus forms a
part in compliance with the requirements of the SEC's Form S-4. Under the
applicable rules of the SEC, our "affiliates" may not use this prospectus to
reoffer or resell any shares they acquire from us under this prospectus. Our
affiliates reoffer or resell those shares only under a separate prospectus which
is available for that purpose or under an available exemption from the
registration requirements of the Securities Act. For these purposes, our
affiliates include any persons or entities that control us, that we control or
with which we are under common control. Our affiliates include our directors,
executive officers and substantial shareholders and may also include the
directors, executive officers or substantial shareholders of any businesses that
we acquire.
OTHER INFORMATION
Our acquisitions, including any of our acquisitions that involve our
offer and issuance of shares of our 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 our
Common Stock will be determined on a case-by-case basis for each acquisition.
LEGAL MATTERS
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., of Miami,
Florida, will issue an opinion for us about legal matters regarding our issuance
of the common stock.
EXPERTS
Our consolidated balance sheets as of December 31, 1998 and 1999 and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1999
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent certified public accountants, as and for the periods
indicated in their report with respect to those financial statements and have
been included in this prospectus in reliance upon the authority of the firm as
experts in accounting and auditing in giving such reports.
-12-
<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 interest 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 or 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 interest 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.
Section 607.0850 further provides that such indemnification shall be 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 shall be made under this provision in respect of any claim,
issue, or matter as to which such person shall have been 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 court shall deem proper. Section 607.0850
further provides that 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, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith. Under Section 607.0850, any indemnification under the
foregoing provisions, 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
such indemnification, and despite any contrary determination by the corporation
in a specific case, a director, officer, employee or agent of the corporation
who is or was a party to a proceeding may 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 shall have 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.
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 each of
its officers and directors. 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 individuals 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 determined the officer"s or directors
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 either are filed herewith or incorporated by
reference to documents previously filed or will be filed by amendment, as
indicated below:
II-1
<PAGE>
Exhibit Description
------- ------------
5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Arthur Andersen LLP
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) 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.
(2) 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 that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) 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, whether 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.
(c) 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.
(d) The Registrant hereby undertakes that every prospectus (i) that is
filed pursuant to paragraph (c) immediately preceding 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.
(e) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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.
(f) 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.
(g) 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has 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 this 6th day of December, 2000.
IVAX CORPORATION
By:/s/ Phillip Frost, M.D.
-------------------------------------------------
Phillip Frost, M.D.
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. Beier and Thomas E. McClary,
and each of them acting alone, his true and lawful attorneys-in-fact and agents,
each 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>
/s/Phillip Frost, M.D. Chairman of the Board, Chief December 6, 2000
------------------------------------ Executive Officer
Phillip Frost, M.D. (Principal Executive Officer)
and Director
/s/Thomas E. Beier Senior Vice President - Finance December 6, 2000
------------------------------------ and Chief Financial Officer
Thomas E. Beier (Principal Financial Officer)
/s/Thomas E. McClary Vice President - Accounting December 6, 2000
------------------------------------ (Principal Accounting Officer)
Thomas E. McClary
/s/Mark Andrews Director December 6, 2000
------------------------------------
Mark Andrews
/s/Ernest Biekert, Ph.D. Director December 6, 2000
------------------------------------
Ernest Biekert, Ph.D.
/s/Charles M. Fernandez Director December 6, 2000
------------------------------------
Charles M. Fernandez
/s/Jack Fishman, Ph.D. Director December 6, 2000
------------------------------------
Jack Fishman, Ph.D.
/s/Neil Flanzraich Director, President and December 6, 2000
------------------------------------ Vice Chairman of the Board
Neil Flanzraich
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
------------------------------------ Director, Vice-Chairman of
Jane Hsiao, Ph.D. the Board, Chief Technical Officer
/s/Isaac Kaye Director and Deputy Chief December 6, 2000
------------------------------------ Executive Officer
Isaac Kaye
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibits Description
-------- -----------
5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Arthur Andersen LLP
