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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
JONES MEDICAL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1229854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1945 Craig Road, St. Louis, MO 63146 (314) 576-6100
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
The 1994 Formula Stock Option Plan
The 1994 Incentive Stock Plan
(Full title of the Plans)
DENNIS M. JONES
Chairman of the Board
Jones Medical Industries, Inc.
1945 Craig Road
St. Louis, MO 63146
(314) 576-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Common Stock, $.04 par value 1,235,250 shares $10.67(1) $ 7,202,250(1) $9,827.36
$ 4.67(2) $ 147,105(2)
$40.00(3) $21,150,000(3)
=======================================================================================================
</TABLE>
(1) Determined as to 675,000 shares pursuant to exercise price of options
granted under The 1994 Incentive Stock Plan prior to the date hereof.
(2) Determined as to 31,500 shares pursuant to exercise price of options
granted under The 1994 Formula Stock Option Plan prior to the date
hereof.
(3) Determined as to 528,750 shares pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, solely for purposes of calculation of
the registration fee. Based upon the average of the high and low sales
prices as reported by the Nasdaq National Market for November 5, 1996.
------------------------------------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference certain documents
which are not presented herein or delivered herewith. All documents
subsequently filed by Jones Medical Industries, Inc. ("Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission pursuant to the Exchange Act, are hereby
incorporated by reference in this Registration Statement:
(A) Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(B) Company's Current Report on Form 8-K Dated November 8, 1996
(providing restated selected financial data for calendar years
1991-1995 incorporating the results of Galen Drugs of Florida, Inc.
("Galen") and Daniels Pharmaceuticals, Inc. ("Daniels") on a pooling
of interests basis, a related restated Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
two years ended December 31, 1995, and a related restatement of the
Company's audited financial statements for the periods included in
the Company's Annual Report on Form 10-K for the year ended December
31, 1995; and
(C) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's
fiscal year ended December 31, 1995.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Registration Statement.
Copies of any such documents, other than exhibits to such documents, are
available without charge upon request from Jones Medical Industries, Inc., 1945
Craig Road, St. Louis, Missouri 63146, Attention: Judith A. Jones, Secretary
(telephone 314-576-6100).
ITEM 4. DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, par value $.04 per share, and 1,000,000 shares of Preferred Stock,
par value $.01 per share.
COMMON STOCK
As of September 30, 1996, there were 27,998,325 shares of Common Stock of
JMED outstanding and held of record by 780 stockholders. Stockholders are
entitled to one vote for each share of Common Stock on matters to be voted on
by the stockholders of the Company. Stockholders will be entitled to
receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets of the Company legally available for distribution
to its stockholders in the event of the liquidation, dissolution or winding-up
of the Company. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. All of the issued and outstanding shares of
Common Stock are, and all shares of Common Stock to be sold in this offering
will be, duly authorized, validly issued, fully paid and nonassessable.
PREFERRED STOCK
The Company's Board of Directors may without further action by the
Company's stockholders, from time to time, direct the issuance of shares of
Preferred Stock in series and may, at the time of issuance, determine the
rights, preferences and limitations of each series. The holders of Preferred
Stock would normally be entitled to receive a preference payment in the event of
any liquidation, dissolution of winding-up of the Company before any payment is
made to the holders of the Common Stock. As of September 30, 1996, there were
no shares of Preferred Stock are currently designed or outstanding.
The ability of the Company's Board of Directors to issue Preferred Stock
could be exercised to render more difficult the accomplishment of mergers or
other takeover or change in control attempts. To the extent that this ability
has this effect, removal of the Company's incumbent Board of Directors and
management may be rendered more difficult. Further, this may have an adverse
impact on the ability of stockholders of the Company to participate in a tender
or exchange offer for the Common Stock and in so doing diminish the market value
of the Common Stock.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Greensfelder, Hemker & Gale, P.C. ("GH&G"), 2000
Equitable Building, 10 South Broadway, St. Louis, Missouri 63102. GH&G and
certain of its officers (including Edward A. Chod) beneficially, owned an
aggregate of approximately 58,000 shares of Common Stock as of November 1,
1996. In addition, Mr. Chod, an officer of GH&G, is a director of the Company.
The consolidated financial statements and schedules of Jones Medical
Industries, Inc. appearing in its Form 10-K for the year ended December 31,
1995 and the restated consolidated financial statements of Jones Medical
Industries, Inc. as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995 appearing in its Current Report on
Form 8-K dated November 8, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein
and incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of Section 145 of Chapter One of Title 8 of the Delaware
Code, as amended (Section 145 of the General Corporation Law of the State of
Delaware), provide:
Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (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, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit 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, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
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Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board
of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise 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 this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
4
<PAGE> 5
of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
Insofar as indemnification for liabilities 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 such
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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
5
<PAGE> 6
ITEM 8. EXHIBITS
5.1 Opinion and consent of Greensfelder, Hemker & Gale, P.C.
23.1 Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1
above).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hacker, Johnson, Cohen & Grieb.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement 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.
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, where 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Louis, State of Missouri, on the 8th day of
November, 1996.
JONES MEDICAL INDUSTRIES, INC.
By: /s/ Dennis M. Jones
--------------------------
Dennis M. Jones, President
POWER OF ATTORNEY
We, the undersigned directors and officers of Jones Medical Industries,
Inc., do hereby constitute and appoint Dennis M. Jones, Judith A. Jones and
Michael T. Bramblett, or either of them, our true and lawful attorney and
agent, to do any and all acts and things in our name and behalf as directors
and officers, and to execute any and all instruments for us and in our names in
the capacities indicated below which Dennis M. Jones and Judith A. Jones, or
either of them, may deem necessary or advisable to enable Jones Medical
Industries, Inc., to comply with the Securities Act of 1933, as amended, and
any sales, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for any of us in
our names in the capacities indicated below, and any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that Dennis M. Jones, Judith A. Jones and Michael T. Bramblett, or
either of them, shall 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 below by the following persons in the
capacities and on the dates indicated:
SIGNATURES TITLE DATE
- -------------------------- -------------------------------- ------------------
/s/ Dennis M. Jones Chairman of the Board, November 8, 1996
- -------------------- President, Chief Executive
Dennis M. Jones, President Officer and Director
/s/ Judith A. Jones Principal Financial Officer, November 8, 1996
- -------------------- Executive Vice President,
Judith A. Jones Secretary, Treasurer and
Director
/s/ Michael T. Bramblett Executive Vice President and November 8, 1996
- ------------------------- Director
Michael T. Bramblett
/s/ Edward A. Chod Director November 8, 1996
- -------------------
Edward A. Chod
7
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/s/ C. Andrew Franz Senior Vice President - November 8, 1996
- -------------------- Operations - Pharmaceuticals
C. Andrew Franz and Director
/s/ David A. McLaughlin Senior Vice President - November 8, 1996
- ------------------------ Operations - Nutritionals and
David A. McLaughlin Director
- -------------------------- Director November ___, 1996
Stanley Lopata
- -------------------------- Director November ___, 1996
L. John Polite, Jr.
- -------------------------- Director November ___, 1996
Thomas F. Patton
8
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November 8, 1996
Jones Medical Industries, Inc.
1945 Craig Road
St. Louis, MO 63146
Gentlemen:
We are acting as counsel for Jones Medical Industries, Inc. (the
"Company") in connection with the registration of an aggregate of 1,235,250
shares of its Common Stock, $.04 par value (the "Shares"), under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 filed
on November 8, 1996. Of the Shares, 110,250 are to be sold by the Company
pursuant to The 1994 Formula Stock Option Plan for Non-Management Directors of
Jones Medical Industries, Inc. and 1,125,000 are to be sold by the Company
pursuant to The 1994 Incentive Stock Plan of Jones Medical Industries, Inc.
We have examined all proceedings with reference to the due incorporation
of the Company under the laws of the State of Delaware, minutes of meetings of
the Company's Board of Directors and stockholders, and such other papers and
records as we deem relevant to the opinions set forth below.
Based upon the foregoing, it is our opinion that the Shares, when
delivered and paid for in accordance with the terms of the respective Plans and
options or grants issued thereunder, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
GREENSFELDER, HEMKER & GALE, P.C.
<PAGE> 1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 33-00000) pertaining to The 1994 Formula
Stock Option Plan and The 1994 Incentive Stock Option Plan of Jones Medical
Industries, Inc. and to the incorporation by reference therein of our reports
(a) dated February 12, 1996 (except for Note 16 as to which the date is
February 26, 1996) with respect to the consolidated financial statements and
schedule of Jones Medical Industries, Inc. in its Form 10-K for the year ended
December 31, 1995 and (b) dated February 12, 1996 (except for the first
paragraph of Note 4 as to which the date is March 18, 1996 and except for Note
1 as to which the date is August 30, 1996) with respect to the restated
consolidated financial statements of Jones Medical Industries, Inc. as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 included in its Current Report on Form 8-K dated November 8,
1996.
St Louis, Missouri
November 6, 1996
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jones Medical Industries, Inc.:
We consent to the use of our report dated April 25, 1996, except for Note 16 as
to which the date is July 30, 1996, with respect to the consolidated balance
sheets of Galen Drugs of Florida, Inc. and subsidiaries as of September 30,
1995, 1994 and 1993, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for the years then ended, which report
appears in the Form 8-K of Jones Medical Industries, Inc., dated November 8,
1996 incorporated in your Form S-8 dated November 8, 1996.
HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
November 8, 1996
