<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 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 Identification Number)
incorporation or organization)
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. / / -----------------
<PAGE> 2
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
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 75,000 shares $36.50 $2,737,500 $829.55
====================================================================================================================
<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 February 13,
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> 3
SUBJECT TO COMPLETION, DATED FEBRUARY 14, 1997
PROSPECTUS
----------
75,000 SHARES
JONES MEDICAL INDUSTRIES, INC.
COMMON STOCK, $.04 PAR VALUE
This Prospectus relates to the offering by the shareholder named within
(the "Selling Shareholder") of an aggregate of 75,000 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 13, 1997, as reported by the Nasdaq NMS was
$36 5/8.
The offering, sale and distribution of the Shares is expected to occur
from time to time following the date of this Prospectus and prior to March
31, 1997. See "Plan of Distribution." Proceeds from the offering, sale and
distribution of the Shares are expected to be received by or for the account
of the Selling Shareholder. The Company will not receive any portion of the
proceeds of the offering, but will be reimbursed for expenses associated
with the registration of the Shares in the amount of approximately
$------------.
-----------------------------------
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 SHAREHOLDER. 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> 4
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 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> 5
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 interest
accounting treatment utilized in connection with the Company's acquisition
of 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., a Florida corporation,
and the Company's wholly owned subsidiary, JGD Acquisition Corporation, a
Florida corporation, and such related 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
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 SELLING SHAREHOLDER
The Selling Shareholder is Michael T. Bramblett, an Executive Vice
President of the Company. The Shares represent a portion of the shares
acquired by Mr. Bramblett in January, 1996, pursuant to the exercise of a
non-statutory stock option granted by the Company in 1991. Mr Bramblett's
address is 1945 Craig Road, St. Louis, Missouri 63146. As of January 31,
1997, Mr. Bramblett owned beneficially an aggregate of 221,167 shares of
Common Stock (less than one percent (1%) of the Common Stock outstanding)
and, assuming the sale of all Shares offered hereby, will beneficially own
an aggregate of 146,167 shares of Common Stock upon completion of the
offering. Mr. Bramblett also holds unvested options to acquire an aggregate
of 54,000 shares of Common Stock issued under the Company's 1989 Incentive
Stock Option Plan.
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 Shareholder that the distribution of the Shares will
occur as follows.
The Shares may be sold from time to time by or for the account of the
Selling Shareholder. 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
3
<PAGE> 6
and transactions in which the broker solicits purchasers. In effecting
sales, broker-dealers engaged by the Selling Shareholder may arrange
for other broker-dealers to participate in the resales.
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 Shareholder 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.
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
Mr. Bramblett. Commissions and discounts, if any, attributable to the sale
or distribution of the Shares will also be borne by Mr. Bramblett. The
Selling Shareholder will also be responsible for fees and expenses of
counsel and other advisors to the Selling Shareholder, 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 the Selling Shareholder. The
Selling Shareholder may agree to indemnify any broker-dealer or agent
participating in the sale or distribution of the Shares against certain
liabilities, including liabilities arising under the Act. The Selling
Shareholder has agreed to indemnify the Company against certain liabilities,
including liabilities arising under the Act, based upon information supplied
to the Company by the Selling Shareholder for inclusion in the registration
of the Shares under the Act.
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.
4
<PAGE> 7
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 $ 829.55
Legal Fees and Expenses of Issuer 1,500.00
Accounting Fees and Expenses 3,500.00
Printing and Filing Costs 1,500.00
---------
Total $ 7,329.55
=========
</TABLE>
The foregoing expenses will be borne by Mr. Bramblett. 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 also
be borne by Mr. Bramblett.
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 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
Page II-1
<PAGE> 8
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 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.
Page II-2
<PAGE> 9
(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 Shareholder.
ITEM 16. EXHIBITS
5.1 Opinion and consent of Greensfelder, Hemker & Gale, P.C.
10.1 Form of Letter Agreement between the Issuer and the 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).
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;
Page II-3
<PAGE> 10
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> 11
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 14th day of February, 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, February 14, 1997
- ---------------------------------- President, Chief Executive
Dennis M. Jones, President Officer and Director
/s/ Judith A. Jones Principal Financial Officer, February 14, 1997
- ---------------------------------- Executive Vice President,
Judith A. Jones Secretary, Treasurer and Director
/s/ Michael T. Bramblett Executive Vice President and February 14, 1997
- ---------------------------------- Director
Michael T. Bramblett
/s/ Edward A. Chod Director February 14, 1997
- ----------------------------------
Edward A. Chod
/s/ G. Andrew Franz Senior Vice President - February 14, 1997
- ---------------------------------- Operations - Pharmaceuticals
G. Andrew Franz and Director
/s/ David A. McLaughlin Senior Vice President - February 14, 1997
- ---------------------------------- Operations - Nutritionals and
David A. McLaughlin Director
- ---------------------------------- Director
Stanley Lopata
- --------------------------------- Director
L. John Polite, Jr.
- --------------------------------- Director
Thomas F. Patton
</TABLE>
Page II-5
<PAGE> 12
EXHIBIT INDEX
--------------
EXHIBIT NO. EXHIBIT
- ----------- -------
Page II-6
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF GREENSFELDER, HEMKER & GALE, P.C.]
February 14, 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 75,000
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 February 14, 1997. The Shares represent a portion of the
shares acquired by Michael T. Bramblett, an Executive Vice President of the
Company, in January, 1996, pursuant to the exercise by Mr. Bramblett of a
non-statutory stock option granted by the Company in 1991. The Shares are
presently outstanding and are to be offered for the account of Mr.
Bramblett.
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 issuance of the
Shares at the time of Mr. Bramblett's exercise of the non-statutory stock
option, 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.
By
<PAGE> 1
EXHIBIT 10.1
FORM OF LETTER AGREEMENT BETWEEN THE ISSUER AND THE SELLING SHAREHOLDER
February --, 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 February 14, 1997
(Registration No. 333--------) (the "Registration Statement"). The
Registration Statement relates to the offer, sale and distribution by the
Selling Shareholder of an aggregate of 75,000 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
the exercise by the Selling Shareholder of a non-statutory stock option
granted by the Issuer in 1991.
As an inducement to the Issuer to agree to: (i) prepare and file the
Registration Statement; and (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 the Selling Shareholder has been completed or is terminated at the
request of the Selling Shareholder; or (B) March 31, 1997, 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 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 costs, expenses and fees in
connection with the registration of the Shares under the Act,
which costs, expenses and fees shall include:
<PAGE> 2
EXHIBIT 10.1 Jones Medical Industries, Inc.
February --, 1997
Page 2
(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;
4. 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.;
5. 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;
6. 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 the Selling Shareholder (including, without limitation, the
undersigned) to the Issuer for inclusion in the Registration
Statement is inaccurate or incomplete; and
7. The undersigned will advise the Issuer promptly of any sales of
Shares by or for its account [, including so-called "short
against the box" transactions].
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.
February --, 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 Shareholder" 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:
Michael T. Bramblett
Executive Vice President
AGREED TO AND ACCEPTED BY
THE ISSUER THIS --- DAY
OF FEBRUARY, 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 75,000 shares of its
common stock and 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 ot
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
February 14, 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, stockholder's 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 February 14, 1997.
Hacker, Johnson, Cohen & Grieb
Tampa, Florida
February 14, 1997
