<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
Registration No. 333-
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-3
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)
DENNIS M. JONES
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)
With copies of communications to:
CHARLES E. H. LUEDDE, ESQ.
Greensfelder, Hemker & Gale, P.C.
10 South Broadway, Suite 2000
St. Louis, Missouri 63102
314-241-9090
-------------------
Approximate date of commencement of proposed sale to the public: As
promptly as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to registered 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 earlier effective
registration statement for the same offering. / /-----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of earlier effective registration statement for
the same offering. / /-----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit<F1> Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.04 par value 1,460,084 shares $30.50 $44,532,662 $13,494.72
========================================================================================================================
<FN>
<F1> Calculated in accordance with 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
January 28, 1997.
</TABLE>
-------------------
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 the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION DATED JANUARY 31, 1997
*******************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with the *
* Securities and Exchange Commission. These securities may not be sold nor *
* may offers to buy be accepted prior to the time the registration statement *
* becomes effective. This prospectus shall not constitute an offer to sell *
* or the solicitation of an offer to buy nor shall there be any sale of *
* these securities in any State in which such offer, solicitation or sale *
* would be unlawful prior to registration or qualification under the *
* securities laws of any State. *
*******************************************************************************
PROSPECTUS
----------
1,460,084 SHARES
JONES MEDICAL INDUSTRIES, INC.
COMMON STOCK, $.04 PAR VALUE
This Prospectus relates to the offering by certain shareholders named
within (the "Selling Shareholders") of an aggregate of 1,460,084 shares (the
"Shares") of Common Stock, $.04 par value (the "Common Stock") of Jones
Medical Industries, Inc. (the "Company"). The Common Stock is traded in the
over-the-counter market and is quoted on the Nasdaq National Market System
("Nasdaq NMS") under the symbol JMED. The last reported sales price for the
Common Stock on February ---, 1997, as reported by the Nasdaq NMS was ------.
The offering, sale and distributions of the Shares is expected to occur
from time to time following the date of this Prospectus and prior to August
30, 1998. See "Plan of Distribution." Proceeds from the offering, sale and
distribution of the Shares are expected to be received by or for the
respective accounts of the Selling Shareholders. The Company will not
receive any portion of the proceeds of the offering. The Shares,
constituting an aggregate of 5.14% of the Common Stock outstanding at December
31, 1996, represent a portion of the Common Stock issued by the Company in
connection with the acquisition on August 30, 1996, of Galen Drugs of
Florida, Inc. (the "Daniels Acquisition"). See "The Company - The Daniels
Acquisition" and "The Selling Shareholders."
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF THE PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY ---, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith, files
reports and other information with the Securities and Exchange Commission
(the "Commission").
The reports, proxy statements and other information filed by the Company
with the Commission can be inspected and copied at the Public Reference Room
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.,
20549 and at the commission's regional offices at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock
of the Company is traded on the Nasdaq National Market and such reports,
proxy statements and other information can also be inspected at the office of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Shares offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. Such additional information may be obtained from the
Commission's principal office in Washington, D.C. The Registration
Statement, including the exhibits thereto, and other reports, proxy
statements and filings made by the Company are also generally available
pursuant to the Commission's electronic data gathering, analysis and
retrieval system known as "EDGAR."
Statements contained or incorporated by reference in this Prospectus as to
the contents of any contract or or other document referred to herein or
therein are not necessarily complete, and in each such instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference certain documents
which are not presented herewith or delivered herewith. All documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to 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
Commission pursuant to the 1934 Act, are hereby incorporated by reference in
this Registration Statement:
1. Company's Annual Report on Form 10-K for the year ended December 31,
1995;
2. 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; and
3. Description of the Company's Common Stock contained in the Company's
Proxy Statement dated April 15, 1991.
2
<PAGE> 4
The audited financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, together with certain related
financial information including the Selected Financial Data and Management's
Discussion and Analysis of Financial Condition and Results of Operations, have
been restated as a result of the pooling of interests accounting treatment
utilized in connection with the Daniels Acquisition and such restated materials
are set forth in the Company's Current Report on Form 8-K dated November 8,
1996.
In addition to the foregoing documents, there is also incorporated herein
by reference any additional reports or proxy statements filed by the Company
under Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering. 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, modified 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).
------------------------------------
THE COMPANY
GENERAL
The Company is engaged in the manufacture, marketing and sale of
pharmaceuticals and nutritional supplements. The Company's principal
executive offices are located at 1945 Craig Road, St. Louis, Missouri 63146,
and its telephone number is (314) 576-6100.
THE DANIELS ACQUISITION
On August 30, 1996, the Company, acquired all of the outstanding shares
of Daniels Pharmaceuticals, Inc. ("Daniels"), a Florida corporation, by way
of a merger among Daniels, Daniels' parent entity, Galen Drugs of Florida,
Inc. ("Galen"), a Florida corporation, and the Company's wholly owned
subsidiary, JGD Acquisition Corporation ("JGD"), a Florida corporation, in a
reorganization transaction qualifying under Section 368(a) of the Internal
Revenue Code of 1986, as amended, and constituting a "pooling of interests" for
accounting purposes. In connection with the Daniels Acquisition and related
transactions, the Company issued an aggregate of 2,960,224 shares and paid cash
in the amount of approximately $4,000,000 to minority dissenting holders of
approximately 4% of Galen's outstanding stock.
Under the terms of the agreements relating to the transaction, an
aggregate of 250,000 shares of the Company's Common Stock received by the
former Galen shareholders were placed in escrow to provide indemnification to
the Company and Daniels in connection with certain representations and
covenants contained in the agreements. The number of shares held in escrow
will be reduced to approximately 100,000 shares as of August 30, 1997, with
the escrow and indemnification
3
<PAGE> 5
continuing thereafter until the expiration of applicable tax statutes of
limitations. During such continuation, permitted claims against the escrow are
limited to certain tax matters and other specific contingencies existing at
August 30, 1996. As of January 21, 1997, 2,693 of the shares of Common Stock
held in the escrow were instructed to be delivered to the Company in settlement
of certain indemnity claims. None of the shares held in the escrow are
included as Shares to which this Prospectus relates.
The Daniels Acquisition is being treated as a "pooling of interests" for
accounting purposes and accordingly the financial statements of the Company
for prior periods have been restated as though the operations had been
combined for all prior periods. On November 8, 1996, the Company filed an
interim report on Form 8-K under the Exchange Act containing restated audited
financial statements as of December 31, 1994 and 1995 and for each of the
three years in the period ended December 31, 1995, together with (i) restated
selected financial data for each of the five years in the period ended December
31, 1995 and for the nine month periods ended September 30, 1994 and 1995 and
(ii) a restatement of its Management Discussion and Analysis of Financial
Condition and Results of Operations based upon the combined operations
resulting from the Daniels Acquisition.
THE ABANA ACQUISITION
As of the close of business on December 31, 1996, the Company completed
the acquisition of Abana Pharmaceuticals, Inc. ("Abana") in which the Company
previously held approximately 16% of the outstanding stock. In connection
with the acquisition of Abana, the Company filed a Registration Statement on
Form S-4 under the Securities Act with respect to a portion of the shares
being issued in that transaction, which Registration Statement became
effective on November 21, 1996. Copies of the Prospectus included in such
Registration Statement 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).
THE SELLING SHAREHOLDERS
The Selling Shareholders are the respective "Family Limited Partnerships"
named in the table below together with Daniels Enterprises, Inc.. Each of
such Family Limited Partnerships is organized under the laws of the State of
Nevada. The table reflects the names of the persons who may be deemed to be
the beneficial owner of the Shares being sold, the aggregate number of shares
of Common Stock held by such beneficial owner, the number of shares included
as part of the Shares and the number of shares to be held by such beneficial
owner upon completion of the offering (assuming the sale of all Shares). The
table also reflects the percentage of the Common Stock currently owned and
the percentage to be owned upon completion of the offering (assuming the sale
of all Shares) based in each case upon the number of shares of Common Stock
outstanding as of the close of business on December 31, 1996. In accordance
with regulations adopted by the Commission, beneficial ownership is based
upon a person's ability either to direct the voting of shares or to make
investment decisions relating to the acquisition or sale of such shares and,
as such, does not necessarily reflect an interest in the income or value of
such shares.
4
<PAGE> 6
<TABLE>
<CAPTION>
Shares to
Shares Shares be Owned
Name of Shareholder<F1> Owned<F*> Offered After Sale
- ----------------------- --------- ------- ----------
Number Percent<DAG> Number Percent<DAG>
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Thomas B. Daniels, Jr.,
individually and as general
partner of the Thomas B. Daniels, Jr.
Family Limited Partnership .............. 581,562<F2> 2.05% 286,075 295,487<F2> 1.04%
Thomas B. Daniels, Jr.,
as trustee of the Cristina Daniels
Irrevocable Trust which holds shares
individually and as the general
partner of the Cristina Daniels
Irrevocable Trust Family Limited
Partnership................................ 290,766<F3> 1.02 133,017 157,749<F3> 0.55
Thomas B. Daniels, Jr.
as trustee of the Christopher W. Daniels
Irrevocable Trust which holds shares
individually and as the general partner
of the Christopher W. Daniels
Irrevocable Trust Family Limited
Partnership................................ 290,766<F3> 1.02 133,017 157,749<F3> 0.55
------------- ----- --------- ------------- ----
Total Thomas B. Daniels, Jr. 1,163,094<F4> 4.09% 552,109 610,985<F4> 2.15%
Michael D. Daniels,
individually and as general partner of
the Michael D. Daniels Family Limited
Partnership...................... 581,562<F2> 2.05 286,075 295,487<F2> 1.04
Robert L. Daniels,
individually and as general partner of
the Robert L. Daniels Family Limited
Partnership............................... 581,562<F2> 2.05 286,075 295,487<F2> 1.04
F. David Duquette and Pamela D. Duquette
individually and as general partners of
the Duquette Family Limited Partnership 581,562<F2> 2.05 286,075 295,487<F2> 1.04
Daniels Enterprises, Inc.<F5>............. 49,750 0.17 49,750 -0- --
------------- ----- --------- ------------- ----
All Selling Shareholders as a Group..... 2,957,531<F6> 10.40% 1,460,084 1,497,447<F6> 5.27%
<FN>
Notes:
<F*> As of January 31, 1997.
<DAG> Based on 28,435,454 shares outstanding as of December 31, 1996.
5
<PAGE> 7
<F1> Unless otherwise indicated, the street address of each Family Limited
Partnership which is a Selling Shareholder is c/o 300 South
Fourth Street, Suite 1100, Las Vegas, Nevada 89101, and the
street address of Daniels Enterprises, Inc., as well as each
of the individuals and trusts listed in the table, is 6401 9th
Street North, St. Petersburg, Florida 33702.
<F2> As to each such beneficial owner, includes 49,461 shares of Common
Stock held in escrow pursuant to the terms of the Daniels
Acquisition; also includes as to each such beneficial owner
246,029 shares of Common Stock as to which beneficial ownership
may be deemed to be shared with an independent third party
since, as the result of restrictions arising from a pledge of
such shares in connection with a contractual arrangement, the
sale or other disposition of such shares prior to a date
subsequent to August 30, 1998, may not occur without the
consent of such independent third party.
<F3> As to each such trust, includes 24,731 shares of Common Stock held in
escrow pursuant to the terms of the Daniels Acquisition; also
includes as to each such trust 123,000 shares of Common Stock
as to which beneficial ownership may be deemed to be shared
with an independent third party since, as the result of
restrictions arising from a pledge of such shares in connection
with a contractual arrangement, the sale or other disposition
of such shares prior to a date subsequent to August 30, 1998,
may not occur without the consent of such independent third
party.
<F4> Includes an aggregate of 98,923 shares of Common Stock held in escrow
pursuant to the terms of the Daniels Acquisition; also includes
an aggregate of 492,029 shares of Common Stock as to which
beneficial ownership may be deemed to be shared with an
independent third party since, as the result of restrictions
arising from a pledge of such shares in connection with a
contractual arrangement, the sale or other disposition of such
shares prior to a date subsequent to August 30, 1998, may not
occur without the consent of such independent third party.
<F5> Daniels Enterprises, Inc. is a Florida corporation owned equally by
Thomas B, Daniels, Jr., Michael D. Daniels, Robert L. Daniels,
and Pamela D. Duquette, who collectively serve as the Board of
Directors of such corporation and may be deemed to share
beneficial ownership as to all shares of the Common Stock
held by such corporation; however, since no individual acting
alone can compel or prevent action with respect to the shares
held by Daniels Enterprises, Inc., beneficial ownership is not
attributed to any other person and ownership of such shares has
not been allocated to or included in the numbers or percentages
reflected for any other person named in the table.
<F6> Includes an aggregate of 247,307 shares of Common Stock held in escrow
pursuant to the terms of the Daniels Acquisition; also includes
an aggregate of 1,230,116 shares of Common Stock (4.33% of the
Common Stock outstanding at December 31, 1996) as to which
beneficial ownership may be deemed to be shared with an
independent third party since, as the result of restrictions
arising from a pledge of such shares in connection with a
contractual arrangement, the sale or other disposition of such
shares prior to a date subsequent to August 30, 1998, may not
occur without the consent of such independent third party.
</TABLE>
Thomas B. Daniels, Jr., Michael D. Daniels, Robert L. Daniels and Pamela
D. Duquette are siblings and Cristina Daniels and Christopher W. Daniels are
the niece and nephew of each of such siblings. Thomas B. Daniels, Jr.,
Michael D. Daniels, Robert L. Daniels and Pamela D. Duquette have advised and
represented to the Company that (except with respect to shares of the Common
Stock held by Daniels Enterprises, Inc.) each is acting individually with
respect to the shares of Common Stock beneficially owned. F. David Duquette,
husband of Pamela D. Duquette, is an employee of JMI-Daniels Pharmaceuticals,
Inc., a subsidiary of the Company.
6
<PAGE> 8
PLAN OF DISTRIBUTION
The Company is not participating in the offering, sale or distribution of
the Shares and will not receive any proceeds therefrom. The Company is
advised by the Selling Shareholders that the distribution of the Shares will
occur as follows.
The Shares may be sold from time to time by or for the accounts of the
Selling Shareholders. Such sales may be made in the Nasdaq NMS or otherwise,
at prices and at terms then prevailing or related to the then current market
price, or in negotiated transactions. The shares may be sold by one or more of
the following: (a) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent for the Selling Shareholder but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer and resale by such broker-dealer
for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, broker-dealers engaged by the Selling Shareholders may arrange
for other broker-dealers to participate in the resales.
The Selling Shareholders have severally advised the Company that as of the
date of this Prospectus each Selling Shareholder, although acting independently
with respect to the nature terms and timing of transactions constituting the
offer, distribution and sale of the Shares, anticipates coordinating such
activity through a single broker-dealer. However as of the date of this
Prospectus no Selling Shareholder has any commitment or contractual arrangement
with respect to the Shares offered hereby. As to coordinated transactions
involving a sale of fewer than all Shares included in the offering made by this
Prospectus, the Selling Shareholders expect that transactions will generally be
allocated on a pro rata basis among those Selling Shareholders desiring to
participate. Depending upon market conditions and other factors Daniels
Enterprises, Inc. may be given precedence in the distribution of the Shares
offered for its account.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging positions they
assume with Selling Shareholders. The Selling Shareholders may also borrow
and sell shares of the Common Stock of the Company and redeliver the Shares
to close out such short positions. The Selling Shareholders may also enter
into option or other transactions with broker-dealers which require the
delivery to such broker-dealer of Shares registered hereunder, which the
broker-dealer may resell pursuant to this Prospectus. A Selling Shareholder
may also loan or pledge the shares registered hereunder to a bank or
broker-dealer and such bank or broker-dealer may sell the Shares so loaned
or, upon a default under the terms of any pledge, the bank or broker-dealer may
effect sales of the pledged Shares pursuant to this Prospectus.
In connection with the distribution of the Shares offered hereby,
broker-dealers may receive compensation in the form of commissions, discounts
or concessions from the Selling Shareholders in amounts to be negotiated in
connection with the sale or other transaction. Such broker-dealers and any
other broker-dealers participating in such transactions may be deemed to be
"underwriters" with respect to the Shares within the meaning of the
Securities Act of 1933, as amended (the "Act"), and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Act.
7
<PAGE> 9
All costs, expenses and fees in connection with the registration of the
Shares under the Act and the printing of this Prospectus will be borne by the
Company. Notwithstanding the foregoing, commissions and discounts, if any,
attributable to the sale or distribution of the Shares will be borne by the
Selling Shareholders. The Selling Shareholders will also be responsible for
fees and expenses of counsel and other advisors to such Selling Shareholders,
the cost of any review of distribution or offering arrangements required under
the rules of the National Association of Securities Dealers, Inc., and for the
cost of any amendment to the registration resulting from a change in the
proposed plan of distribution or from other action by a Selling Shareholder.
broker-dealer or agent participating in the sale or distribution of the Shares
against certain liabilities, including liabilities arising under the Act.
The Selling Shareholders have agreed to indemnify the Company against certain
liabilities, including liabilities arising under the Act, based upon
information supplied to the Company by the Selling Shareholders for inclusion
in the registration of the Shares under the Act.
The Company has agreed to maintain the registration of the Shares under
the Act in effect until the earlier of (i) the date upon which the sale or
distribution of the Shares by the Selling Shareholders has been completed or
is terminated at the request of such Selling Shareholders or (ii) August 30,
1998. In the event that the exemption from registration provided by Rule 144
under the Act becomes available to the Selling Shareholders prior to August
30, 1998, Shares may be sold under Rule 144 rather than pursuant to this
Prospectus. In connection with such agreement, the Selling Shareholders have
agreed with the Company not to engage (or to permit any broker-dealer or agent
acting on their behalf to engage) in offers or sales of the Shares during
certain periods during or following a period in which (a) the Company is
engaged in a registered offering or distribution of equity securities for its
own account, whether for cash or in connection with an acquisition or (b) the
information provided by a Selling Shareholder for inclusion in the registration
is inaccurate or incomplete. Each Selling Shareholder has further agreed to
advise the Company promptly with respect to sales of Shares by or for the
account of such Selling Shareholder.
CERTAIN LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Greensfelder, Hemker & Gale, P.C., 2000 Equitable
Building, 10 South Broadway, St. Louis, Missouri 63102. Greensfelder, Hemker
& Gale, P.C. and certain of its officers own, beneficially, an aggregate of
approximately 58,000 shares of Common Stock. In addition, Edward A. Chod, an
officer of Greensfelder, Hemker & Gale, P.C. is a director of the Company.
EXPERTS
The consolidated financial statements of the Company appearing in its Form
10-K for the year ended December 31, 1995, and the restated consolidated
financial statements of the Company as of December 31, 1994 and 1995, and for
each of the three years in the period ended December 31, 1995, appearing in
the Company's 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 and included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
8
<PAGE> 10
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses (other than
commissions, discounts, selling concessions or other payments made or
allowed to participating broker-dealers) in conjunction with the securities
subject to this Registration Statement as follows:
<TABLE>
<S> <C>
Registration Fee $ 13,494.72
Legal Fees and Expenses of Issuer 10,000.00
Accounting Fees and Expenses 10,000.00
Printing and Filing Costs 2,500.00
Miscellaneous 1,505.28
Legal Fees and Expenses of Selling
Shareholders 25,000.00
Total $ 62,500.00
</TABLE>
Except for the Legal Fees and Expenses of Selling Shareholders, the foregoing
expenses will be borne by the Registrant. In the event that the distribution
arrangements relating to the offer and sale of the shares becomes subject to
review by the National Association of Securities Dealers, Inc., the filing
fee with respect thereto and any related expenses will be borne by the
Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of Section 145 of Chapter One of Title 8 of the Delaware Code,
amended (Section 145 of the General Corporation Law of the State of
Delaware), read as follows:
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
Page II-1
<PAGE> 11
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 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 the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested
directors so directors, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending
a civil or criminal 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, 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 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, and shall
continue as to a person who has ceased to be a director, officer.
(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
Page II-2
<PAGE> 12
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 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.
(Last amended by Ch. 289, L. '86, eff. 7-1-86).
See also Exhibit 10.1 filed herewith for the form of certain indemnification
of the Registrant and its directors and officers by the Selling Shareholders.
ITEM 16. EXHIBITS
5.1 Opinion and consent of Greensfelder, Hemker & Gale, P.C.
10.1 Form of Letter Agreement between the Issuer and each Selling
Shareholder named in the Registration Statement
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Hacker, Johnson, Cohen & Grieb.
23.3 Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1).
Page II-3
<PAGE> 13
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (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;
(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;
provided, however, that undertakings 1(i) and 1(ii) above do not apply to
this Registration Statement if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 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.
(h) 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 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.
Page II-4
<PAGE> 14
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the County of St. Louis, State of Missouri, on the 30th day of
January, 1997.
JONES MEDICAL INDUSTRIES, INC.
By: /s/ DENNIS M. JONES
------------------------------
Dennis M. Jones, President
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Dennis M. Jones Chairman of the Board, January 30, 1997
- ---------------------------------- President, Chief Executive
Dennis M. Jones, President Officer and Director
/s/ Judith A. Jones Principal Financial Officer, January 30, 1997
- ----------------------------------- Executive Vice President,
Judith A. Jones Secretary, Treasurer and
Director
/s/ Michael T. Bramblett Executive Vice President January 30, 1997
- -------------------------------- and Director
Michael T. Bramblett
/s/ Edward A. Chod Director January 30, 1997
- ---------------------------------
Edward A. Chod
/s/ G. Andrew Franz Senior Vice President - January 30, 1997
- ---------------------------------- Operations -
G. Andrew Franz Pharmaceuticals and
Director
/s/ David A. McLaughlin Senior Vice President - January 30, 1997
- ------------------------------- Operations - Nutritionals
David A. McLaughlin and Director
Page II-5
<PAGE> 15
Director
- -------------------------------
Stanley Lopata
Director
- -------------------------------
L. John Polite, Jr.
Director
- -------------------------------
Thomas F. Patton
</TABLE>
Page II-6
<PAGE> 16
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
5.1 Opinion and Consent of Greensfelder, Hemker
& Gale, P.C.
10.1 Form of Letter Agreement between the Issuer
and each Selling Shareholder
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
</TABLE>
Page II-7
<PAGE> 1
Exhibit 5.1
(letterhead of Greensfelder, Hemker & Gale, P.C.)
January 31, 1997
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 1,460,084
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-3 filed on January 31, 1997. The Shares represent a portion of the
aggregate of 2,960,224 shares of the Company's Common Stock issued pursuant
to the transactions contemplated by the Plan of Reorganization and Agreement
("Agreement") dated as of July 30, 1996, by and among the Company, Galen
Drugs of Florida, Inc. and Daniels Pharmaceuticals, Inc. The Shares are
presently outstanding and are to be offered for the respective accounts of
the several Selling Shareholders named in the Registration Statement.
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, the
Agreement and the issuance of the Shares at the time of Closing thereunder,
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 are 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
EXHIBIT 10.1
FORM OF LETTER AGREEMENT BETWEEN THE ISSUER AND EACH SELLING SHAREHOLDER
January --, 1997
Jones Medical Industries, Inc.
1945 Craig Road
St. Louis, Missouri 63146
Gentlemen:
The undersigned is a "Selling Shareholder" of the Common Stock, $.04
par value (the "Common Stock") of Jones Medical Industries, Inc. (the
"Issuer") as such term is defined in the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on January --, 1997
(Registration No. 333--------) (the "Registration Statement"). The
Registration Statement relates to the offer, sale and distribution by all
Selling Shareholders of an aggregate of 1,460,084 shares (the "Shares") of
the Issuer's Common Stock under the Securities Act of 1933 (the "Act"). The
Shares constitute a portion of the Issuer's Common Stock issued pursuant to
that certain Plan of Reorganization and Agreement (the "Agreement") dated
July 30, 1996, by and among Galen Drugs of Florida, Inc., Daniels
Pharmaceuticals, Inc. and the Issuer.
In accordance with the Agreement, as an inducement to the Issuer to
agree to: (i) prepare and file the Registration Statement; (ii) use its best
efforts to keep the registration of the Shares under the Act current and
effective until the earlier of: (A) the date upon which the sale or
distribution of the Shares by all Selling Shareholders has been completed or
is terminated at the request of all Selling Shareholders; or (B) August 30,
1998; and (iii) bear the costs, expenses and fees in connection with the
registration of the Shares under the Act, which costs, expenses and fees
shall include: (A) the filing fee due the Securities and Exchange Commission;
(B) the fees and expenses of the Issuer's counsel and accountants in
connection with the preparation, review and filing of the Registration
Statement; and (C) the costs of electronic filing of the Registration
Statement and printing costs with respect to the prospectus included in the
Registration Statement, the undersigned hereby covenants and agrees with you
that:
1. The undersigned will provide to the Issuer such information
as it may reasonably request or that is required for
inclusion in the Registration Statement;
2. The undersigned will indemnify and hold the Issuer and its
directors, officers, employees and authorized agents
harmless from and against any loss, claim, damage,
liability or expense suffered by the Issuer or its
directors, officers, employees and authorized agents in
connection with the offer, sale and distribution of Shares
under the Act as contemplated in the Registration
Statement, including reasonable attorney's fees and
expenses incurred by the Issuer in the defense of such
claims, and
<PAGE> 2
EXHIBIT 10.1 Jones Medical Industries, Inc.
January --, 1997
Page 2
arising from: (a) the undersigned's failure to observe,
perform and discharge its covenants and agreements set forth
herein; and (b) any misstatement of fact, or the failure to
state a fact necessary to make the statements of fact not
misleading, relating to its participation and proposed manner
of sale;
3. The undersigned will bear the expense, incurred by or on
behalf of the undersigned, of any counsel fees and
brokerage commissions or other expenses in connection
with the sale of the registered Shares, including,
without limitation, the cost of any review of offering or
brokerage arrangements by the National Association of
Securities Dealers, Inc.;
4. The undersigned will be responsible for costs incurred in
connection with any amendment to the Registration
Statement arising from any change in the proposed manner
of offering or distribution or any withdrawal of Shares
from registration and will reimburse the Issuer for its
reasonable out of pocket expenses (including fees of
counsel and accountants and printing expenses) in
connection with amending the Registration Statement and
prospectus included therein;
5. The undersigned will not engage (or permit any broker-
dealer or agent acting on its behalf to engage) in offers
or sales of the Shares during: (a) the forty-five (45)
days following the effective date of any registration
statement filed by the Issuer relating to an offering or
distribution of equity securities for its own account,
whether for cash or in connection with an acquisition; or
(b) any period in which the information provided by any
of the Selling Shareholders (including, without
limitation, the undersigned) to the Issuer for inclusion
in the Registration Statement is inaccurate or
incomplete; and
6. The undersigned will advise the Issuer promptly of any
sales of Shares by or for its account, including "short
sales against the box."
The undersigned further acknowledges the foregoing covenants and
agreements are intended to constitute its binding contract and agreement with
you and that you shall be entitled to enforce the provisions hereof and in
the event of any enforcement proceeding arising from the undersigned's
failure to perform in accordance with this contract and agreement you shall
be entitled, in addition to such other remedies as may be available, to
recover your costs and expenses (including without limitation attorney's fees
and expenses) in connection with any proceeding seeking enforcement against
the undersigned.
<PAGE> 3
EXHIBIT 10.1 Jones Medical Industries, Inc.
January --, 1997
Page 3
The undersigned further represents and warrants that the information
set forth in the Registration Statement and prospectus included therein under
the captions "Selling Shareholders" and "Plan of Distribution" is true,
correct and complete and does not include any misstatement of a material fact
or omit to include any statement necessary to make the statements therein not
misleading.
Very truly yours,
By:
--------------------
Name:
--------------------
Title:
--------------------
AGREED TO AND ACCEPTED BY
THE ISSUER THIS --- DAY
OF JANUARY, 1997.
By:
------------------
Name: Dennis M. Jones
Title: President
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-________) and related Prospectus of
Jones Medical Industries, Inc. for the registration of 1,460,084 shares of
its common stock 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) our reports 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
January 31, 1997
- -------------------
Ernst & Young LLP
<PAGE> 1
Exhibit 23.2
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-3 dated January 31, 1997.
Hacker, Johnson, Cohen & Grieb
Tampa, Florida
January 31, 1997
