PROSPECTUS
20,000,000 SHARES
IVAX CORPORATION
COMMON STOCK
-----------------------------
/bullet/ We will offer and sell from time to time, in one or more offerings,
shares of our common stock to acquire other business, assets or
securities. We expect that the terms of the acquisitions involving the
issuances of securities covered by this prospectus will be determined
by direct negotiations with the owners or controlling persons of the
businesses, assets or securities that we seek to acquire.
/bullet/ We have already issued 5,909,829 of the shares covered by this
prospectus in connection with various acquisitions of business and
properties.
/bullet/ The shares of our common stock that we issue at the time we make these
acquisitions will be valued at prices reasonably related to the market
price of our common stock at either the time we enter into the
agreement for the acquisition or the time we complete the acquisitions.
/bullet/ We do not expect that underwriting discounts or commissions will be
paid in connection with the issuances of the shares under this
prospectus. However, finders' fees may be paid in connection with
certain acquisitions. Any person receiving these fees may be deemed an
underwriter within the meaning of the Securities Act of 1933.
/bullet/ Our common stock trades on the American Stock Exchange under the symbol
"IVX". On January 18, 2000, the last reported sale price of our common
stock was $29 1/2 per share. As of January 13, 2000, we had 101,839,567
shares of our common stock outstanding.
/bullet/ INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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 January 19, 2000
<PAGE>
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 are typically identified by the words
"believe," "expect," "anticipate," "intend," "estimate" and similar expressions.
Many of these risks and uncertainties that we face are included under the
caption "Risk Factors."
Actual results could differ materially from those contemplated by these
forward-looking statements 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 discussed elsewhere
in this offering memorandum and the documents filed by us with the SEC. These
factors may cause our results to differ materially from the forward-looking
statements made in this offering memorandum or otherwise made by us or on our
behalf.
In light of these risks and uncertainties, the results and events
contemplated by the forward-looking information contained in this prospectus
might not occur. Potential investors are cautioned not to place undue reliance
on these forward-looking statements. We do not undertake any obligation to
update or revise any forward-looking statements.
TABLE OF CONTENTS
PAGE
----
About This Prospectus.......................................................3
The Company.................................................................3
Risk Factors................................................................3
Use of Proceeds.............................................................8
Selected Consolidated Financial Data........................................9
Other Information..........................................................10
Restrictions on Resale.....................................................10
Where You Can Find More Information........................................11
Incorporation by Reference.................................................11
Experts....................................................................12
Legal Matters..............................................................12
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<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, the "SEC," utilizing a "shelf"
registration process. Under this shelf process, we may offer and sell the
securities described in this prospectus as amended or supplemented in one or
more offerings to acquire other businesses, assets or securities.
You should read this prospectus together with any additional
information described under the headings "Where You Can Find More Information"
and "Incorporation by Reference" to learn about IVAX Corporation.
THE COMPANY
IVAX Corporation (referred to as "we" or "us") is a multi-national and
generic pharmaceutical company engaged in the research, development, manufacture
and marketing of proprietary and generic pharmaceutical products. We also have
subsidiaries specializing in veterinary products, diagnostic products and
nutraceuticals. Our principal executive offices are located at 4400 Biscayne
Boulevard, Miami, Florida 33137, and our telephone number is (305) 575-6000. For
further information about our business and operations, reference is made to our
reports incorporated herein by reference. See "Incorporation by Reference."
RISK FACTORS
You should carefully consider the following risks before making an
investment decision. Our most significant risks are described below; but these
risks are not the only ones that we face. Our business, operating results or
financial condition could be materially and adversely affected by these and
other risks. You should also refer to the other information contained or
incorporated by reference in this offering memorandum, before deciding to invest
in our company.
RISKS RELATING TO OUR INDUSTRY
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 commercialized by us will face competition from different chemical
or other agents for the same diseases. Our current and future products will also
face competition both from traditional forms of drug delivery and from advanced
delivery systems being developed by others. Our competitors vary depending upon
product categories, and within each product category, upon dosage strengths and
drug-delivery systems. Many of these competitors may be able to develop products
and processes competitive with or superior to our own for many reasons,
including that they may have:
/bullet/ significantly greater financial resources;
/bullet/ large research and development and marketing staffs;
/bullet/ larger production facilities; or
/bullet/ extensive experience in preclinical testing and human clinical
trials.
These competitors include major pharmaceutical companies, many of which have
considerably greater financial, technical, clinical, marketing and other
resources and experience than us.
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<PAGE>
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,
and are expected to continue to undergo, rapid and significant technological
change. We expect competition to intensify as technological advances are made.
There can be no assurance that developments by others will not render our
products or technologies obsolete or uncompetitive.
OUR REVENUES AND PROFITS FROM GENERIC PHARMACEUTICALS WILL DECLINE AS ADDITIONAL
GENERIC EQUIVALENTS OF A PRODUCT ARE INTRODUCED.
Revenues and gross profit derived from generic pharmaceutical products
tend to follow a pattern based on regulatory and competitive factors unique to
the generic pharmaceutical industry. As patents for brand name products and
related exclusivity periods mandated by regulatory authorities expire, the first
generic manufacturer to receive regulatory approval for generic equivalents of
such products is usually able to 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. Accordingly, the level of revenues and
gross profit attributable to generic products developed and manufactured by us
is dependent, in part, on:
/bullet/ our ability to develop and introduce new generic products;
/bullet/ the timing of regulatory approval of such products; and
/bullet/ the number and timing of regulatory approvals of competing
products.
In addition, competition in the United States generic pharmaceutical
market continues to intensify as the pharmaceutical industry adjusts to
increased pressures to contain health care costs. Brand name companies
frequently take action to prevent or discourage the use of generic equivalents
through marketing and regulatory activities and litigation. No regulatory
approvals are required for a brand name manufacturer to sell directly or through
a third party to the generic market, nor do such manufacturers face any other
significant barriers to entry into such market.
OUR INDUSTRY IS SUBJECT TO GOVERNMENT REGULATION THAT INCREASES OUR COSTS AND
COULD PREVENT US FROM MARKETING OR SELLING OUR PRODUCTS.
Our operations are subject to extensive regulation by governmental
authorities in the United States and other countries, which regulate the
testing, approval, manufacture, labeling, marketing and sale of pharmaceutical
products. We devote significant time, effort and expense addressing the
extensive government regulations applicable to our business. Failure to comply
with 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. There
can be no assurance 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 commercially. Product approvals by the United States
FDA and comparable foreign regulatory authorities may be withdrawn if compliance
with regulatory standards is not maintained or if problems relating to the
products are experienced after initial approval.
REIMBURSEMENT POLICIES OF THIRD PARTIES, COST CONTAINMENT MEASURES AND HEALTH
CARE REFORM COULD AFFECT THE MARKETING AND SALE OF AND DEMAND FOR OUR PRODUCTS.
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 HMOs and MCOs. Third party
payors are increasingly challenging the pricing of pharmaceutical products and
reviewing their reimbursement practices. In addition, the purchase of
pharmaceutical
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<PAGE>
products could be significantly influenced by the following, which would result
in lower prices and a reduced demand for our product:
/bullet/ the trend toward managed health care in the United States;
/bullet/ the growth of organizations such as HMOs and MCOs;
/bullet/ legislative proposals to reform health care and government
insurance programs; and
/bullet/ 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 could affect our ability
to sell our products.
The reimbursement status of a newly approved pharmaceutical product may
be uncertain. Reimbursement may not be available for some of our products.
Reimbursement for a product, if granted, may not be maintained. Limits placed on
reimbursement could reduce the demand for, or make it harder for people to buy
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.
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 such 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.
RISKS RELATING TO OUR COMPANY
WE DEPEND ON THE 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 viable new pharmaceutical products and
generic versions of off-patent pharmaceutical products. Generally, in order to
be marketed commercially:
/bullet/ products must be continually developed and tested;
/bullet/ new products must be proven to be safe and effective in
clinical trials;
/bullet/ generic products must be proven to be bioequivalent to the
name brand counterpart; and
/bullet/ all products must receive requisite regulatory approval.
Delays in the development, manufacture and marketing of new products
will impact our results of operations. Each of the steps in the development,
marketing and manufacturing of our products, as well as the process taken as a
whole, involves significant periods of time and expense. There can be no
assurance:
/bullet/ that any products presently under development, if and when
fully developed and tested, will perform in accordance with
our expectations;
/bullet/ that necessary regulatory approvals will be obtained in a
timely manner, if at all; or
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<PAGE>
/bullet/ that any of such products can be successfully and profitably
produced and marketed.
CERTAIN CORPORATE MATTERS AND POLICIES MAY BE INFLUENCED BY THE CONCENTRATION OF
OWNERSHIP AMONG CERTAIN SHAREHOLDERS.
Our executive officers and directors and two additional shareholders
currently have or share voting control over approximately 26% of our issued and
outstanding Common Stock. Accordingly, such persons may have the ability to
significantly influence the election of the members of our Board of Directors
and other corporate decisions.
THE MARKET PRICE OF OUR STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE BECAUSE
OF CERTAIN INTERNAL AND EXTERNAL FACTORS.
The market prices for securities of companies engaged in pharmaceutical
development, including ours, have been volatile. Certain factors may have a
significant impact on the market price of our Common Stock, including without
limitation:
/bullet/ the announcement of technological innovations or new
commercial products by us or our competitors;
/bullet/ changes in governmental regulation;
/bullet/ regulatory approvals obtained by us or our competitors;
/bullet/ developments relating to patents or proprietary rights by us
or our competitors;
/bullet/ publicity regarding actual or potential medical results with
respect to products under development by us or our
competitors; and
/bullet/ period-to-period fluctuations in financial results.
For the 52-week period ended January 18, 2000, the closing sale price
per share of our Common Stock, as reported on the American Stock Exchange, has
ranged from a high of $29 5/8 to a low of $11 1/16.
OUR FOREIGN OPERATIONS ARE SUBJECT TO POLITICAL AND ECONOMIC INSTABILITY AND
FOREIGN CURRENCY FLUCTUATIONS THAT MAY ADVERSELY AFFECT THEIR ABILITY TO
GENERATE REVENUE.
We derived approximately 53% of our revenue during the nine months
ended September 30, 1999 from foreign operations that are subject to the risks
of political, economic or social instability, including:
/bullet/ the possibility of expropriation;
/bullet/ confiscatory taxation;
/bullet/ recessions;
/bullet/ hyper-inflation;
/bullet/ other adverse governmental or regulatory developments; or
/bullet/ limitations on the repatriation of investment income, capital
stock and other assets.
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<PAGE>
We also conduct business in foreign currencies that are subject to
fluctuations in their exchange rates relative to the U.S. dollar. From time to
time we manage exposures that arise in the normal course of business related to
fluctuations in foreign currency rates by entering into foreign exchange
contracts. We cannot assure you that currency exchange fluctuations or other
political, economic or social factors will not adversely affect our financial
condition or results of operations.
FUTURE INABILITY TO OBTAIN RAW MATERIALS OR PRODUCTS FROM CONTRACT MANUFACTURERS
COULD SERIOUSLY AFFECT OUR OPERATIONS.
Raw materials and certain products are currently sourced from single
domestic or foreign suppliers. Although we have not experienced difficulty to
date, 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 third parties that supply us will continue to do so. Any significant
interruption of supply could have a material adverse effect on our operations.
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 been issued numerous patents covering our technologies, and
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. Patent applications in the United States are
maintained in secrecy until the patent is issued. 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 such discoveries. We cannot be sure that patents will be
issued with respect to any of our patent applications or that any existing or
future patents issued to or licensed by us will provide competitive advantages
for our products or will not be challenged, invalidated or circumvented by
competitors. In addition, such patent rights may not prevent our competitors
from developing, using or commercializing 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 that these agreements will not be breached. 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 be
independently developed by our competitors or, if patents are not issued with
respect to products arising from research, that we will be able to maintain the
confidentiality of information relating to such products.
THIRD PARTIES MAY CLAIM THAT WE INFRINGE ON THEIR PROPRIETARY RIGHTS AND MAY
PREVENT US FROM MANUFACTURING AND SELLING CERTAIN OF OUR PRODUCTS.
There has been substantial litigation in the pharmaceutical industry
with respect to the manufacture, use and sale of new products that are the
subject of conflicting patent rights. These lawsuits relate to the validity and
infringement of patents or proprietary rights of third parties. We may be
required to defend against charges of infringement of patent or proprietary
rights of third parties. This is especially true with respect to 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. Such defense could
require us to incur substantial expense and to divert significant effort of our
technical and management personnel, and could result in our loss of rights to
develop or make certain products or require us to pay monetary damages or
royalties to license proprietary rights from third parties.
Although patent and intellectual property disputes in the
pharmaceutical product area have often been settled through licensing or similar
arrangements, costs associated with such arrangements may be substantial and
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<PAGE>
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. Accordingly, an adverse determination in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent
us from manufacturing and selling certain of our products.
We are also required to certify to regulatory authorities, such as the
United States FDA, when seeking approval of some of our products that the
product does not infringe upon third party rights. A patent holder may challenge
a notice of non-infringement or invalidity by filing suit for patent
infringement within 45 days of receiving notice. This challenge, if made, would
prevent regulatory approval in the United States until the suit is resolved or
until at least 30 months had elapsed. Such a challenge and delay could result in
additional expenses or could eventually prevent us from manufacturing and
selling certain of our products.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by us from time to time in the acquisition of other businesses or
properties. Other than the businesses or properties acquired, there will be no
proceeds to us from these offerings.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain of our financial information. You
should read the following information together with our consolidated financial
statements, including the notes thereto, included in our Annual Report on Form
10-K for the year ended December 31, 1998 and our Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999. 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. The
results of operations for interim periods are not necessarily indicative of
results to be achieved for full fiscal years.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS
ENDED
SEPTEMBER 30, (1)(2) YEAR ENDED DECEMBER 31, (1) (2)
---------------------- -------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net revenues(3)......................... $472,831 $459,651 $637,923 $ 594,286 $ 658,745 $785,949 $659,509
Income (loss) from
continuing operations(4)............... 39,766 7,404 24,617 (219,534) (134,989) 94,319 57,941
Income (loss) from
discontinued operations(5)............. 585 40,733 48,904 (8,701) (23,690) 20,482 31,931
Net income (loss)....................... 40,944 45,404 71,594 (233,254) (160,752) 114,835 89,049
Basic earnings (loss) per common share:
Continuing operations(4)............... .36 .06 .21 (1.81) (1.12) .81 .51
Discontinued operations(5)............. .01 .35 .41 (.07) (.19) .18 .28
Net earnings (loss).................... .37 .38 .60 (1.92) (1.33) .99 .78
Diluted earnings (loss) per common share:
Continuing operations................. .36 .06 .21 (1.81) (1.12) .79 .46
Discontinued operations............... .01 .35 .41 (.07) (.19) .17 .26
Net earnings (loss)................... .37 .38 .60 (1.92) (1.33) .96 .71
Weighted average number of common
shares outstanding:
Basic................................... 109,071 119,923 119,116 121,496 120,949 116,065 113,565
Diluted ................................ 110,806 120,039 119,264 121,496 120,949 119,539 124,675
Cash dividends per common share......... $ -- $ -- $ -- $ -- $ .05 $ .08 $ .06
</TABLE>
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SELECTED CONSOLIDATED FINANCIAL DATA - (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, (1)(2) DECEMBER 31, (1) (2)
-------------------- ---------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Working capital(6)...................... $132,683 $269,511 $238,918 $ 415,927 $ 354,733 $265,656
Total assets............................ 630,373 778,015 790,736 1,333,648 1,184,828 946,313
Total long-term debt, net of
current portion........................ 45,713 77,776 94,193 442,819 210,759 162,305
Shareholders' equity ................... 337,024 453,208 435,039 695,128 789,172 634,456
Book value per common
share(7) .............................. 3.20 3.80 3.58 5.72 6.69 5.56
<FN>
- ----------
(1) Figures have been restated to reflect the acquisition of Zenith
Laboratories, Inc. in 1994 which was accounted for under the pooling of
interests method of accounting. The March 1, 1996 acquisition of
Elvetium S.A. (Argentina), Alet Laboratories S.A.E.C.I. y E. and
Elvetium S.A. (Uruguay) (collectively, "Elvetium"), and the September
30, 1995 acquisition of Pharmatop Limited, which were accounted for
under the pooling of interests method of accounting, were recorded as
of January 1, 1996 and 1995, respectively. Historical figures have not
been restated to give retroactive effect to the Elvetium and Pharmatop
Limited acquisitions due to the immateriality of the related amounts.
Figures include the results of the following businesses acquired by
purchase since their respective acquisition dates: ImmunoVision, Inc.
on July 17, 1995; and 60% of the shares of Galena a.s., on July 25,
1994 (subsequently increased through open market purchases to 86%).
(2) Figures have been restated to reflect the classification of IVAX's
intravenous products, personal care products and specialty chemicals
businesses as discontinued operations.
(3) Figures have been restated to conform to current classifications.
(4) Includes restructuring costs of $6,862, $14,274 and $5,324 and asset
write-downs of $5,360, $23,814 and $63,749 in 1998, 1997 and 1996,
respectively.
(5) Includes $42,583 net gain on the sale of the personal care products
division in 1998, $12,623 net gain on the sales of the intravenous
products and specialty chemicals business in 1997, and $48,442 of asset
write-downs in 1996.
(6) Excludes net assets of discontinued operations.
(7) Assumes conversion of Zenith Laboratories, Inc.'s cumulative
convertible preferred stock in 1994.
</FN>
</TABLE>
OTHER INFORMATION
Acquisitions involving the 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.
RESTRICTIONS ON RESALE
This Prospectus, which has been prepared in accordance with the SEC's
Form S-4, is not available for use in connection with reoffers or resales of
securities acquired pursuant to this Prospectus by persons who may be deemed our
"affiliates," as such term is defined by the SEC. Such "affiliates" may sell
such shares only pursuant to a prospectus prepared in accordance with an SEC
form which is available for such purpose or pursuant to an available exemption
from the registration requirements of the Securities Act.
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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
maintained by the SEC at:
/bullet/ Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549;
/bullet/ Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511; and
/bullet/ Suite 1300, 7 World Trade Center, New York, New York 10048.
You can also obtain copies of these materials from the public reference
facilities maintained by 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.
Our SEC filings can also be reviewed by accessing the SEC's Internet
site at http://www.sec.gov which contains reports, proxy statements and other
information.
In addition, our Common Stock is listed on The American Stock Exchange
and certain reports, proxy statements and other information we file may also be
inspected at the offices of the American Stock Exchange, Inc., 86 Trinity Place,
New York, New York 10006.
INCORPORATION BY REFERENCE
Some of the information that you may want to consider in deciding
whether to invest in our Company is not included in this prospectus, but rather
is incorporated by reference to certain reports which we have filed with the
SEC. This permits us to disclose important information to you by referring to
those documents rather than repeating them in full in this prospectus. The
information incorporated by reference in this prospectus contains important
business and financial information. 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 incorporated filings. We
incorporate by reference the following documents filed by us with the SEC:
/bullet/ Annual Report on Form 10-K for the year ended December 31,
1998;
/bullet/ Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
/bullet/ Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
/bullet/ Quarterly Report on Form 10-Q for the quarter ended September
30, 1999;
/bullet/ Current Report on Form 8-K dated May 19, 1999 and filed on May
26, 1999;
/bullet/ the description of the Common Stock contained in our
Registration Statement on Form 8-B filed on July 28, 1993;
/bullet/ the description of the Common Stock Purchase Rights contained
in our Current Report on Form 8-K dated December 19, 1997 and
filed on December 31, 1997; and
/bullet/ all other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this offering memorandum and before the
termination of the offering, which shall be deemed to be a
part hereof from the date of filing of such documents.
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We will provide you with a copy of any document incorporated by
reference without charge. Direct your request for copies to:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: Corporate Secretary
Phone number: (305) 575-6000.
EXPERTS
The consolidated financial statements and financial statement
schedules of IVAX Corporation, as of December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998, incorporated by reference
in this prospectus have been audited by Arthur Andersen LLP, independent
auditors, and its report is included in reliance upon the authority of said firm
as experts in giving said report.
LEGAL MATTERS
The validity of the shares of common stock offered under this
prospectus will be passed upon for us by Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A., 150 West Flagler Street, Suite 2200, Miami, Florida
33130-1557.
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