SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 8, 2000
IVAX CORPORATION
4400 BISCAYNE BLVD., MIAMI, FLORIDA 33137
305-575-6037
<TABLE>
<CAPTION>
Incorporated under the laws of the Commission File Number I.R.S. Employer Identification Number
<S> <C> <C>
STATE OF FLORIDA 1-09623 16-1003559
</TABLE>
<PAGE>
ITEM 5. OTHER EVENTS.
REDEMPTION OF 6 1/2% CONVERTIBLE SUBORDINATED NOTES
On February 8, IVAX Corporation ("IVAX") issued a notice of its
election to redeem all outstanding 6 1/2% convertible subordinated notes due
November 15, 2001. The redemption will be effective as of March 10, 2000, and
the notes can be converted up to the close of business on March 3, 2000. Other
details of the transaction are included in the Press Release attached as Exhibit
99.1 to this Form 8-K, which was issued on February 9, 2000, and the Notice of
Redemption attached as Exhibit 99.2 to this Form 8-K, which was sent to the sole
registered holder, Depositary Trust Corporation, on Tuesday, February 8, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release of IVAX Corporation relating to the
redemption of the notes issued on February 9, 2000.
99.2 Notice of Redemption delivered to Depositary Trust
Corporation on February 8, 2000.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX CORPORATION
/s/ CAROL J. GILLESPIE
--------------------------------------
Carol J. Gillespie
Senior Vice President, General Counsel
and Secretary
Date: February 10, 2000
2
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Press Release of IVAX Corporation relating to the redemption of
the notes issued on February 9, 2000.
99.2 Notice of Redemption delivered to Depositary Trust Corporation
on February 8, 2000.
EXHIBIT 99.1
IVAX CALLS FOR REDEMPTION OF REMAINING CONVERTIBLE SUBORDINATED NOTES
MIAMI - February 9, 2000 -- IVAX Corporation (AMEX:IVX) today announced
that it has notified the holders of its 6 1/2% Convertible Subordinated Notes
due November 15, 2001 that IVAX will redeem the notes on March 10, 2000 (the
redemption date).
The 6 1/2% notes may be converted into shares of IVAX common stock at a
conversion price of $31.75 per share, which will be adjusted to $21.167 per
share as of the close of business of February 22, 2000 due to the 3-for-2 stock
split to be effected on that date. The common stock to be issued on conversion
of the notes will be registered and will possess all the voting privileges of
IVAX common stock outstanding.
The redemption price will be 100% of the principal amount, plus accrued
interest for the period up to the redemption date. Any notes not converted on or
before March 3, 2000 will be redeemed automatically on the redemption date,
after which interest will cease to accrue. After the completion of the
redemption IVAX will no longer have convertible debt, resulting in annual
savings of $3.0 million.
At the close of business on February 8, 2000, the company had
outstanding 6 1/2% notes in the aggregate principal amount of $43,661,000,
having previously repurchased $66,684,000 in aggregate principal amount of the
notes. A Notice of Redemption has been delivered to registered noteholders.
IVAX Corporation, headquartered in Miami, Florida, is a holding company
with subsidiaries engaged in the research, development, manufacture, and
marketing of branded and generic pharmaceuticals and veterinary and diagnostic
products in the U.S. and international markets.
CONTACT:
Sara L. Wilkins
Director, Investor Relations and Corporate Communications
305-575-6043
[email protected]
EXHIBIT 99.2
NOTICE OF REDEMPTION
IVAX CORPORATION
6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE NOVEMBER 15, 2001
*CUSIP # 465823 AA 0
NOTICE IS HEREBY GIVEN THAT pursuant to Article Three, Section 3.03 of the
Indenture dated as of November 26, 1991 (the "Indenture"), between IVAX
Corporation, as issuer (the "Issuer"), and U.S. Bank Trust National Association
(f.k.a. First Trust National Association), as trustee (the "Trustee"), the
Issuer has elected to redeem all of its 6 1/2% Convertible Subordinated Notes
Due November 15, 2001 (the "Notes") on March 10, 2000 (the "Redemption Date") at
100% of the principal amount outstanding (the "Redemption Price").
Holders of the Notes may convert the Notes into fully paid and nonassesable
shares of the Issuer's common stock, par value $0.10 per share, at any time
prior to 5:00 P.M. New York Time on March 3, 2000. Holders who want to convert
Notes must satisfy the requirements of paragraph 8 of the Note. Pursuant to
Section 11.06 of the Indenture, the conversion price, which is currently $31.75
per share, will be adjusted to $21.167 per share as of the close of business on
February 22, 2000, due to the three-for-two stock split to be effected in the
form of a dividend that will become effective on that date. Holders who elect to
convert their Notes will not be entitled to receive payment of any accrued
interest thereon. The Issuer will deliver a check for any fractional shares
issuable upon conversion. All Holders who have not converted their Notes as of
5:00 P.M. New York Time on March 3, 2000 will forfeit their conversion rights
and thereafter will be entitled to receive only the Redemption Price, together
with any interest that is accrued but unpaid as of the Redemption Date.
U.S. Bank Trust National Association, which is the conversion agent and the
paying agent, will provide information as to how to convert the Notes and will
answer any other questions regarding the transaction. For any Notes that are
redeemed, the Redemption Price will become due and payable on the Redemption
Date upon presentation and surrender of the Notes as follows:
IF BY MAIL: IF BY HAND OR OVERNIGHT MAIL:
- ------------ -----------------------------
U.S. Bank Trust National Association U.S. Bank Trust National Association
Corporate Trust Services 180 East Fifth Street
P.O. Box 64111 4th Floor - Bond Drop Window
St. Paul, MN 55164-0111 St. Paul, MN 55101
FOR INFORMATION CALL: (800) 934-6802
Unless the Issuer defaults in making the redemption payment, interest on the
Notes shall cease to accrue on and after the Redemption Date.
IMPORTANT NOTICE
Under the Interest and Dividend Tax Compliance Act of 1983 as amended by the
Energy Policy Act of 1992, 31% will be withheld if tax identification number is
NOT properly certified.
*Neither the Issuer nor the Trustee shall be held responsible for the selection
or use of the CUSIP number, nor is any representation made as to its correctness
indicated in the Redemption Notice. It is included solely for convenience of the
noteholders.
IVAX CORPORATION
BY: U. S. BANK TRUST NATIONAL ASSOCIATION (F.K.A. FIRST TRUST NATIONAL
ASSOCIATION)
Date: February 8, 2000
