<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST __, 1996.
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENSIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0176647
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9360 Towne Centre Drive
San Diego, California 92121
(619) 546-8300
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
Copies to:
DAVID F. HALE THOMAS E. SPARKS, JR., ESQ.
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Gensia, Inc. P. O. Box 7880
9360 Towne Centre Drive San Francisco, CA 94120-7880
San Diego, California 92121 (415) 983-1000
(619) 546-8300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
the Selling Stockholder.
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, please check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the 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 the 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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE(1) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value(2) 792,293 shares $5.21875 $4,134,780 $1,425.79
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of the Company's Common Stock on the Nasdaq National Market on August 12,
1996.
(2) Associated with the Common Stock are preferred stock purchase rights that
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.
_______________
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>
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 any 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 such State.
Subject to Completion, Dated August 15, 1996
GENSIA, INC.
792,293 SHARES OF COMMON STOCK
________
This Prospectus covers the public offering, which is not being
underwritten, of 792,293 shares of Common Stock, par value $.01 (the "Common
Stock"), of Gensia, Inc. ("Gensia" or the "Company") which were originally
issued by the Company on June 24, 1996, in a $5 million private placement to
Pfizer Inc. ("Pfizer") in connection with the Company entering into a
collaboration with Pfizer. The Company is obligated to keep the registration
statement, of which this Prospectus is a part, effective until the earlier to
occur of the resale of all of the shares of the Common Stock pursuant to this
Prospectus, or until such shares may be sold under Rule 144(k) of the Securities
Act of 1933, as amended.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "GNSA."
The Company will not receive any proceeds from the resale of the Common
Stock. The Company is bearing the costs relating to this registration of the
Common Stock. Pfizer is hereinafter referred to as the "Selling Stockholder."
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of shares of the
Common Stock may be determined to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"),
and any commissions received by them and any profit on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Selling Stockholder and Plan of
Distribution."
______________
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 4 OF THIS PROSPECTUS.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is August __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C., and at the Commission's
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois; and New
York Regional Office, 7 World Trade Center, New York, New York. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 (Commission File No. 333-_________) under the Securities Act, with respect
to the Common Stock offered hereby (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Copies of the Registration Statement, including all exhibits thereto,
may be obtained from the Commission's principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission, or may be examined without
charge at the offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K, as amended by Form 10-K/A
(File No. 0-18549) for the year ended December 31, 1995;
2. The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996;
3. The description of Gensia Common Stock set forth in the Registration
Statement on Form 8-A filed on April 27, 1990; and
4. The description of the rights to purchase Series I Participating
Preferred Stock, $.01 par value, set forth in the Registration Statement on Form
8-A filed on March 23, 1992.
All documents subsequently filed by Gensia pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
to which this Prospectus relates shall be deemed to be incorporated by reference
into this Prospectus and to be part of this Prospectus from the date of filing
thereof.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus and
the Registration Statement of which it is a part to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or replaces such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus or such Registration Statement.
Upon written or oral request, the Company will provide without charge to
each person to whom a copy of this Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
therein). Requests should be submitted in writing or by telephone at (619) 546-
8300 to Gensia, Inc., at the principal executive offices of the Company, 9360
Towne Centre Drive, San Diego, California 92121.
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THE COMPANY
Gensia is a fully integrated, research based company focused on the
discovery, development, manufacturing and marketing of healthcare products for
the acute care and alternate site markets. Since inception in November 1986,
Gensia has focused much of its resources on developing two proprietary
cardiovascular products, Protara, for which development has now been curtailed,
and the GenESA(R) System, which is approved in a number of European countries
and is under regulatory review in the United States. In addition to developing
these products, Gensia has also been actively building a commercial business.
This business includes both Gensia Laboratories, Ltd., which develops,
manufactures and markets generic injectable drugs, as well as a separate
proprietary business in the United States and Europe consisting of several in-
licensed products which Gensia is marketing through a separate sales force
calling on physicians.
Gensia also conducts a significant amount of research and development on
its proprietary adenosine regulating agent ("ARA") technology, as well as in
other areas of purine research. The Company is focusing its research efforts on
cardiovascular disease, pain, inflammation and diabetes. The Company has entered
into a collaboration with the Selling Stockholder covering the discovery and
development of ARA technology for the treatment of pain. Using its experience in
developing the GenESA System, Gensia is also developing a Feedback Controlled
Heparin System ("FCHS") to improve the therapeutic dosing of heparin, a widely
used anti-coagulant. The Company has also established collaborations with Genta-
Jago Technologies B.V. and Boehringer Mannheim Pharmaceuticals Corporation to
attempt to develop a controlled release generic equivalent to a leading
cardiovascular product. Significant additional research and development will be
required prior to commercialization of any of these potential products, and
there can be no assurance that any of these potential products can be
successfully commercialized.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully before purchasing the shares of
Common Stock offered hereby.
LOSS HISTORY; NO ASSURANCE OF SUCCESSFUL DEVELOPMENT OR COMMERCIALIZATION;
UNCERTAINTY OF FUTURE PROFITABILITY
Gensia was founded in 1986, has never made an annual profit, and has never
had positive annual cash flow from operations. As of June 30, 1996 Gensia had an
accumulated deficit of approximately $242.9 million. For the years ended
December 31, 1993, 1994 and 1995 and the six months ended June 30, 1996, Gensia
had net losses of $67.8 million, $56.1 million, $11.9 million and $26.6 million,
respectively. Gensia expects to continue to incur substantial losses in the
future. Gensia anticipates that even if its products currently in development
receive necessary regulatory approvals, its revenues over the near term will not
be sufficient to cover its operating expenses. Gensia may never achieve
significant revenues from its proprietary products or profitable operations.
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING
Although Gensia believes that its capital resources will be sufficient to
fund its current and planned operations into 1997, Gensia will require
substantial additional funds. If such funding is not obtained, Gensia will be
required to significantly curtail its operations. Gensia is pursuing a number of
options to raise additional funds. Such funds may not be available on acceptable
terms, or at all. To the extent that additional capital is raised through the
sale of equity or convertible debt securities, the issuance of such securities
could result in dilution to Gensia's existing stockholders.
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<PAGE>
TECHNOLOGICAL UNCERTAINTY
Gensia's business strategy has in the past been primarily based upon its
ARA and GenESA System technologies as the basis for the development of
pharmaceutical products. The fact that Protara, Gensia's lead ARA compound,
failed to achieve statistically significant results in a confirmatory clinical
trial raises questions about the value of Protara and the ARA technology.
Substantial additional work still needs to be performed at considerable expense
on second generation ARA compounds before their commercial viability can be
assessed. There can be no assurance that any products will be successfully
developed from ARA technology.
DEPENDENCE ON OTHERS FOR FURTHER DEVELOPMENT OF ARA TECHNOLOGY
The further development of any ARA technology by Gensia is dependent on the
completion of collaborative arrangements with partners or licensees. Gensia has
entered into a collaboration agreement with the Selling Stockholder to discover
and develop products using ARA technology for the treatment of pain. There can
be no assurance that this collaboration will be successful. Gensia is seeking
additional collaborative arrangements with partners or licensees. There can be
no assurance, however, that Gensia will be successful in entering into such
additional arrangements. If Gensia fails to enter into additional collaborative
relationships that would provide, or if its existing collaboration agreement
does not provide, sufficient funding for continued development of the ARA
technology, Gensia may have to terminate such development work.
NO ASSURANCE OF U.S. OR CANADIAN REGULATORY APPROVAL OR COMMERCIALIZATION OF
THE GENESA SYSTEM
As previously disclosed, in April 1996 the Company was informed by the U.S.
Food and Drug Administration ("FDA") in an action that the New Drug Application
for the GenESA System is not currently approvable. The Company has had further
discussions with the FDA and is continuing to reanalyze data from one of its
clinical studies. The Company is planning to meet with the FDA in late September
1996 to review the results of the reanalysis. If the outcome of the meeting with
the FDA is favorable, the Company plans to file an amendment to the NDA after
such meeting. In Canada, the Health Protection Branch has asked Gensia to submit
additional information to obtain approval of the GenESA System, and as a result,
Gensia has withdrawn its new drug submission in Canada. Gensia will decide in
the next several months whether to obtain and submit such information. There can
be no assurance that United States or Canadian regulatory approval will be
received on a timely basis, if at all, or as to the terms and conditions of any
such approval that is obtained. Even if such approval is obtained, there can be
no assurance that the GenESA System can be marketed successfully or on a
profitable basis. Failure to obtain FDA approval or to commercialize the GenESA
System successfully would have a material adverse effect on Gensia.
LIMITED SALES, MARKETING AND DISTRIBUTION EXPERIENCE WITH GENESA SYSTEM; LIMITED
FINANCIAL RESOURCES
Gensia has limited experience in sales, marketing and distribution with the
GenESA System and has not received marketing approval for the GenESA System in
the United States or Canada. To market the GenESA System successfully will
require significant investments in working capital, particularly related to
purchasing GenESA Devices. Given Gensia's financial condition, there can be no
assurance that Gensia will have this working capital available, or that even if
such working capital is available that Gensia's sales and marketing efforts will
be successful.
NO ASSURANCE OF REGULATORY APPROVAL OF PRODUCTS IN DEVELOPMENT
Gensia's research, preclinical development, clinical trials, and the
manufacturing and marketing of its products are subject to extensive regulation
by numerous governmental authorities in the United States and other countries.
Clinical trials and the manufacturing and marketing of products are subject to
the
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<PAGE>
rigorous testing and approval processes of the FDA and foreign regulatory
authorities. The process of obtaining FDA and other required regulatory
approvals is lengthy and expensive. There can be no assurance that Gensia will
be able to obtain or maintain the necessary approvals for clinical testing or
for the manufacturing and marketing of Gensia's products. Failure to comply with
the applicable regulatory requirements can, among other things, result in fines,
suspensions of regulatory approvals, product recalls, operating restrictions and
criminal prosecution. Further, additional government regulation or legislation
may be established that could materially adversely affect Gensia.
LICENSING OF CERTAIN TECHNOLOGIES TO GENSIA CLINICAL PARTNERS; EFFECTS ON
CAPITAL RESOURCES AND EARNINGS AND POTENTIAL DILUTIVE EFFECTS OF REACQUISITION
OF SUCH TECHNOLOGIES
Gensia organized and licensed certain technologies and rights with respect
to the GenESA System to Gensia Clinical Partners, L.P. ("Gensia Clinical
Partners"). Gensia Clinical Partners funded a substantial portion of the
development of the GenESA System under a development and marketing agreement
with Gensia. Gensia must make milestone payments and pay royalties on sales of
the GenESA System to Gensia Clinical Partners. Gensia has an option to purchase
the technology and rights related to the GenESA System from Gensia Clinical
Partners. If Gensia does not exercise this option prior to its expiration, then
Gensia will lose all rights to the GenESA System in the United States, Europe
and Canada. The option will expire no later than four years from the date of
first commercial sale of the GenESA System and may expire earlier if sales of
the GenESA System and resulting license payments made by Gensia to Gensia
Clinical Partners exceed certain amounts. There can be no assurance that Gensia
will exercise such option or that disputes will not arise over the ownership of
rights to any technology which may be developed by Gensia. If Gensia exercises
its option to acquire such technologies and rights from Gensia Clinical
Partners, Gensia will be required to make substantial cash payments or to issue
shares of Gensia Common Stock, or both. A cash payment could have a significant
adverse effect on Gensia's capital resources. A payment in Gensia Common Stock
could result in substantial dilution to Gensia's stockholders and could
significantly affect the market price of such stock. Exercise of such option may
require Gensia to record a significant charge against earnings.
COMPETITION
Gensia is engaged in a rapidly evolving field. Competition from large
pharmaceutical companies, biotechnology companies and other companies and
research institutions is intense and expected to increase. Many of these
companies and institutions have substantially greater financial resources and
experience in developing, manufacturing and marketing pharmaceutical products
than Gensia. In addition, other recently developed technologies are, or may in
the future be, the basis for competitive products. There can be no assurance
that competitors will not succeed in developing technologies and products that
are more effective or that would render Gensia's technology and products
obsolete or noncompetitive. In addition, Gensia Laboratories competes in the
highly competitive multisource (generic) injectable drug industry with numerous
other pharmaceutical manufacturers, many of which are established companies with
greater financial and other resources than Gensia. There can be no assurance
that Gensia Laboratories will be able to continue to compete effectively in this
market. Because selling prices of generic injectable drug products typically
decline as competition intensifies, the profitability of Gensia Laboratories
will depend in part on its ability to continue to develop and introduce selected
new products to the market in a timely manner, to obtain raw materials at
competitive prices and to improve the efficiency of its production capability.
During 1995 and early 1996, a number of competitors received FDA approval to
market injectable etoposide. Etoposide was Gensia Laboratories' largest product
in 1995 and 1994. These approvals have had and are expected to continue to have
a material adverse impact on the Company's sales of, and gross profits from,
etoposide.
POTENTIAL INABILITY TO OBTAIN RAW MATERIALS OR MANUFACTURE PRODUCTS
Gensia depends on third party manufacturers for bulk raw materials for its
products. These raw materials are generally available from a limited number of
sources, and certain raw materials are available
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<PAGE>
only from foreign sources. Gensia has initially qualified only one supplier of
bulk raw material with regulatory authorities for arbutamine, which is integral
to the GenESA System. If Gensia were unable to obtain such raw material from
qualified suppliers, it would not be able to commercialize the GenESA System as
planned. Gensia has signed a long term supply agreement with a sole supplier of
the device portion of the GenESA System (the "GenESA Device"). Any disruption in
the supply of the GenESA Devices from the supplier would have a material adverse
effect on sales of arbutamine. In addition, Gensia Laboratories utilizes sole
sources of supply for certain raw materials used in the manufacture of its
products and certain packaging components. Any disruption in one or more of
these supply sources could have a material adverse effect on Gensia.
UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
Gensia's success will depend, in part, on its ability to obtain patents,
maintain trade secret protection and operate without infringing on the
proprietary rights of third parties. There can be no assurance that Gensia's
patent applications will be approved, that Gensia will develop additional
proprietary products that are patentable, that any issued patents will provide
Gensia with any competitive advantages or will not be challenged by any third
parties, or that the patents of others will not have an adverse effect on the
ability of Gensia to develop its products. Certain technologies that may be used
to develop Gensia products are not covered by any patent or patent application.
To the extent that such products are not covered by valid patents, there can be
no assurance that others will not independently develop similar products or
duplicate any of such products or that trade secrets can be maintained. The
protections afforded by patents will depend upon their scope and validity, and
others may be able to design around any patented products developed by Gensia.
In addition, Gensia may be required to obtain licenses to patents or other
proprietary rights of third parties which may not be available on acceptable
terms. If Gensia does not obtain such licenses, product introductions could be
delayed or foreclosed. There can be no assurance that Gensia will have
sufficient funds to obtain, maintain and enforce patents on its products or its
technology, to obtain licenses that may be required in order to develop and
commercialize its products, to contest patents obtained by third parties, or to
defend against suits brought by third parties.
DEPENDENCE ON KEY PERSONNEL
Gensia's success depends in large part upon Gensia's ability to attract and
retain qualified scientific, manufacturing, marketing and management personnel.
Gensia faces competition for such personnel from other companies, academic
institutions, government entities and other organizations. There can be no
assurance, given Gensia's financial condition, that Gensia will be successful in
hiring, retaining or replacing needed personnel.
UNCERTAINTY OF PHARMACEUTICAL PRICING, REIMBURSEMENT AND RELATED MATTERS
The levels of revenues and profitability of pharmaceutical companies will
be affected by the continuing efforts of governmental and third party payors to
contain or reduce the costs of health care through various means. For example,
in certain foreign markets pricing or profitability of prescription
pharmaceuticals is subject to government control. In the United States, there
have been, and Gensia expects that there will continue to be, a number of
federal and state proposals to implement government controls. While Gensia
cannot predict whether any such legislative or regulatory proposals or reforms
will be adopted or the effect such proposals or reforms may have on its
business, the announcement of such proposals or reforms could have a material
adverse effect on Gensia's ability to raise capital and the adoption of such
proposals or reforms could have a material adverse effect on Gensia's business,
financial condition and profitability. In addition, in both the United States
and elsewhere, sales of prescription pharmaceuticals are dependent in part on
the availability of reimbursement to the consumer from third party payors, such
as government and private insurance plans. Third party payors are increasingly
challenging the prices charged for medical products and services. There can be
no assurance that any of Gensia's products will be considered cost effective and
that reimbursement to the consumer will be available or will be sufficient to
allow Gensia to sell its products on a competitive basis.
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PRODUCT LIABILITY EXPOSURE; INADEQUACY OR UNAVAILABILITY OF PRODUCT LIABILITY
INSURANCE
Gensia faces an inherent exposure to product liability claims in the event
that the use of its technology or products is alleged to have resulted in
adverse effects. This exposure exists even with respect to those products that
receive regulatory approval for commercial sale, as well as those undergoing
clinical trials. While Gensia has taken and will continue to take what it
believes are appropriate precautions, there can be no assurance that it will
avoid significant product liability exposure. Adequate insurance coverage might
not be available at acceptable costs, if at all, and product liability claims
could adversely affect the business or financial condition of Gensia.
POSSIBLE VOLATILITY OF STOCK PRICE; DIVIDEND POLICY
The market price of the shares of Gensia Common Stock, like that of the
common stock of many other life sciences companies, has been and is likely to
continue to be highly volatile, and the market for securities of such companies
has from time to time experienced significant price and volume fluctuations that
are unrelated to the operating performance of particular companies. The market
price of the Gensia Common Stock could be subject to significant fluctuations in
response to variations in Gensia's anticipated or actual operating results,
sales of substantial amounts of Gensia Common Stock, other issuances of
substantial amounts of Gensia Common Stock pursuant to pre-existing obligations,
announcements concerning Gensia or its competitors, including the results of
testing, technological innovations or new commercial products or services,
developments in patent or other proprietary rights of Gensia or its competitors,
including litigation, conditions in the life sciences or pharmaceuticals
industries, governmental regulation, health care legislation, public concern as
to the safety of Gensia's products, changes in estimates of Gensia's performance
by securities analysts, market conditions for life sciences stocks in general,
and other events or factors.
Gensia has never paid cash dividends on the Gensia Common Stock. Gensia
presently intends to retain earnings for the development of its businesses and
does not anticipate paying any cash dividends on the Gensia Common Stock in the
foreseeable future. Unless full cumulative dividends are paid on Gensia's
outstanding $3.75 Convertible Exchangeable Preferred Stock, cash dividends may
not be paid or declared and set aside for payment on the Gensia Common Stock.
Gensia made quarterly cash dividend payments of approximately $1.5 million per
quarter on its outstanding preferred stock from June 1, 1993 through March 1,
1995. Subsequent to March 1995, as a measure to reduce cash outflows, the
Company's Board of Directors suspended quarterly cash dividend payments on its
outstanding preferred stock. Through June 1996, Gensia has approximately $7.5
million in undeclared cumulative preferred dividends. The Company's Board of
Directors has voted to declare and pay the quarterly dividend for the quarter
ending August 31, 1996 on September 1, 1996. If Gensia chooses not to declare
dividends for six cumulative quarters, the holders of the preferred stock,
voting separately as a class, will be entitled to elect two additional directors
until the dividend in arrears has been paid.
EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS
Gensia's Certificate of Incorporation and Bylaws include provisions that
could discourage potential takeover attempts and make attempts by stockholders
to change management more difficult. The approval of 66-2/3% of Gensia's voting
stock is required to approve certain transactions and to take certain
stockholder actions, including the calling of a special meeting of stockholders
and the amendment of any of the anti-takeover provisions contained in Gensia's
Certificate of Incorporation. Further, pursuant to the terms of its stockholder
rights plan Gensia has distributed a dividend of one right for each outstanding
share of Gensia Common Stock. These rights will cause a substantial dilution to
a person or group that attempts to acquire Gensia on terms not approved by the
Board of Directors and may have the effect of deterring hostile takeover
attempts.
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CAPITAL STOCK
The authorized capital stock of Gensia consists of 75,000,000 shares of
Common Stock, $.01 par value, and 5,000,000 shares of preferred stock, $.01 par
value, of which 160,000 shares have been designated Series I Preferred Stock and
1,840,000 shares have been designated $3.75 Convertible Exchangeable Preferred
Stock.
COMMON STOCK
As of June 30, 1996, there were 36,820,386 shares of Common Stock
outstanding held by approximately 800 stockholders of record. The holders of
Common Stock are entitled to one vote for each share held of record on all
matters submitted to a vote of the stockholders. Gensia's Restated Certificate
of Incorporation (the "Certificate") does not provide for cumulative voting.
Subject to preferences that may be applicable to any then outstanding preferred
stock including the $3.75 Convertible Exchangeable Preferred Stock, holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of Gensia, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any then outstanding preferred
stock. Holders of Common Stock have no redemption, conversion or preemptive
rights. All outstanding shares of Common Stock are fully paid and nonassessable.
INCOME TAX CONSIDERATIONS
Each prospective purchaser should consult his or her own tax advisor with
respect to the income tax issues and consequences of holding and disposing of
the Common Stock.
SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION
792,293 shares of Common Stock are being registered pursuant to the terms
of the Stock Purchase Agreement entered into as of May 1, 1996, by and between
the Company and Pfizer, in connection with the Company entering into a
collaboration with Pfizer. As of August 15, 1996, Pfizer is the sole Selling
Stockholder, and it is offering up to 792,293 shares of Common Stock hereby.
Pursuant to the Registration Statement of which this Prospectus is a part,
the Common Stock may be sold by the Selling Stockholder from time to time while
this Registration Statement is effective in the over-the-counter market or
otherwise at prices and terms prevailing at the time of sale or in negotiated
transactions. Although the Selling Stockholder has not advised the Company that
it currently intends to sell the Common Stock, pursuant to this Registration
Statement, the Selling Stockholder may choose to sell all or a portion of the
Common Stock from time to time in the manner described above. The methods by
which the Common Stock may be sold by the Selling Stockholder in one or more of
the following transactions may include: (a) block trades in which the broker or
dealer so engaged will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, and (c) ordinary brokerage
transactions in which the broker solicits purchasers. In effecting sales,
brokers and dealers engaged by the Selling Stockholder may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions or
discounts from the Selling Stockholder in amounts to be negotiated (and, if such
broker or dealer acts as agent for the purchaser of such shares, from such
purchaser). Brokers or dealers may agree with the Selling Stockholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker or dealer is unable to do so acting as agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill such broker or dealer commitment to the Selling Stockholder. Brokers or
dealers who acquire shares as principals may thereafter resell such shares from
time to time in transactions (which
-8-
<PAGE>
may involve crosses and book transactions and which may involve sales to and
through other brokers or dealers, including transactions, of the nature
described above) in the over-the-counter market, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection as described above.
The Company has agreed to indemnify the Selling Stockholder against certain
liabilities in connection with this registration, including liabilities under
the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby are being passed upon for the Company by Pillsbury Madison &
Sutro LLP, San Francisco California. A member of the law firm of Pillsbury
Madison & Sutro LLP owns 30,000 shares of Common Stock.
EXPERTS
The consolidated financial statements of Gensia, Inc. appearing in Gensia,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
-9-
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by 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 Stockholder. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the registered securities to which it relates, or an offer in any jurisdiction
to any person to whom it is unlawful to make such an offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained herein
is correct at any time subsequent to the date hereof.
----------------------
================================================================================
792,293 Shares
Common Stock
[LOGO OF GENSIA, INC. APPEARS HERE]
----------------------
PROSPECTUS
----------------------
----------------------
________ ___, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts are estimated except the
Securities and Exchange Commission registration fee and the Nasdaq National
Market listing fee.
<TABLE>
<CAPTION>
Amount
--------
<S> <C>
SEC registration fee $ 1,426
Blue Sky fees and expenses 5,000
Accounting fees and expenses 10,000
Legal fees and expenses 10,000
Registrar and transfer agent's fees 5,000
NNM listing fee 15,846
Miscellaneous fees and expenses
-------
Total $55,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employee or agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Delaware GCL provides that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
Article IX of the Company's Restated Certificate of Incorporation provides
for indemnification of the Company's directors, officers, employees and other
agents to the maximum extent permitted by law.
As permitted by Sections 102 and 145 of the Delaware GCL, the Company's
Restated Certificate of Incorporation eliminates a director's personal liability
for monetary damages to the Company and its stockholders arising from a breach
or alleged breach of such director's fiduciary duty, except for liability under
Section 174 of the Delaware GCL or liability for any breach of the director's
duty of loyalty to the Company or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
or for any transaction which the director derived an improper personal benefit.
In addition, the Company has entered into separate indemnification
agreements with its directors and officers that will require the Company, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers to the fullest extent
not prohibited by law.
II-1
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
3(i).1/(1)/ Restated Certificate of Incorporation of Gensia (1).*
3(i).2/(2)/ Certificate of the Powers, Designations, Preferences and Rights of
the $3.75 Convertible Exchangeable Preferred Stock (3.3).
3(i).3/(3)/ Certificate of Amendment of Restated Certificate (1).
3(ii)/(1)/ Bylaws of Gensia (1).
4.1/(4)/ Form of certificate for Gensia Common Stock with Rights Legend.
5.1 Opinion of Pillsbury Madison & Sutro LLP regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in its opinions
filed as Exhibit 5.1 to this Registration Statement) .
24.1 Power of Attorney (see page II-4).
____________________
(1) Incorporated by reference to Gensia's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992. (No. 0-18549)
(2) Incorporated by reference to Gensia's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992. (No. 0-18549)
(3) Incorporated by reference to Gensia's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993. (No. 0-18549)
(4) Incorporated by reference to Gensia's Registration Statement on Form S-4.
(No. 33-94778)
* Parenthetical references after description of exhibits relate to the
exhibit number under which exhibits were initially filed.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
II-2
<PAGE>
controlling person in connection with the securities being registered, the
Company 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.
The undersigned Company hereby undertakes that:
(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 Act; (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 this Registration Statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (i) and (ii) do not apply 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, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each post-effective amendment that contains a form of
prospectus 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.
(4) For purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act which is incorporated by
reference in this 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.
II-3
<PAGE>
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 City of San Diego, State of California, on August 14, 1996.
GENSIA, INC.
By /s/ Daniel D. Burgess
-----------------------------------------
Daniel D. Burgess
Vice President, Finance, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David F. Hale and Daniel D. Burgess and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ----------- ----- ----
<S> <C> <C>
/s/ David F. Hale President, Chief Executive August 14, 1996
- ---------------------------- Officer, and Chairman of the
David F. Hale Board, Director (Principal
Executive Officer)
Vice Chairman of the Board August , 1996
- ----------------------------
James C. Blair, Ph.D.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ----------- ----- ----
<S> <C> <C>
/s/ Daniel D. Burgess Vice President, Finance, August 14, 1996
- ---------------------------- Chief Financial Officer,
Daniel D. Burgess and Treasurer (Principal
Financial and Principal
Accounting Officer)
/s/ Herbert J. Conrad Director August 14, 1996
- ----------------------------
Herbert J. Conrad
/s/ Paul K. Laikind Vice President, August 14, 1996
- ---------------------------- Corporate Development and
Paul K. Laikind, Ph.D. Director
Director August , 1996
- ----------------------------
Jerry C. Benjamin
/s/ Steven C. Mendell Director August 14, 1996
- ----------------------------
Steven C. Mendell
/s/ Daniel O. Pegg Director August 14, 1996
- ----------------------------
Daniel O. Pegg
/s/ Alan R. Timms, Ph.D Director August 14, 1996
- ----------------------------
Alan R. Timms, Ph.D
/s/ Monroe E. Trout Director August 14, 1996
- ----------------------------
Monroe E. Trout, M.D.
Director August , 1996
- ----------------------------
L. John Wilkerson, Ph.D.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- --------- ----------- -------------
<S> <C> <C>
3(i).1/(1)/ Restated Certificate of Incorporation of Gensia (1).*
3(i).2/(2)/ Certificate of the Powers, Designations, Preferences
and Rights of the $3.75 Convertible Exchangeable
Preferred Stock (3.3).
3(i).3/(3)/ Certificate of Amendment of Restated Certificate (1).
3(ii)/(1)/ Bylaws of Gensia (1).
4.1/(4)/ Form of certificate for Gensia Common Stock with
Rights Legend.
5.1 Opinion of Pillsbury Madison & Sutro regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Pillsbury Madison & Sutro (included in its
opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (see page II-4).
</TABLE>
____________________
(1) Incorporated by reference to Gensia's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1992. (No. 0-18549)
(2) Incorporated by reference to Gensia's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992. (No. 0-18549)
(3) Incorporated by reference to Gensia's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993. (No. 0-18549)
(4) Incorporated by reference to Gensia's Registration Statement on Form
S-4. (No. 33-94778)
* Parenthetical references after description of exhibits relate to the
exhibit number under which exhibits were initially filed.
<PAGE>
EXHIBIT 5.1
[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
August 14, 1996
Gensia, Inc.
9360 Towne Center Drive
San Diego, California 92121
Re: Registration Statement on Form S-3 (File No. 333-
_______)
Ladies and Gentlemen:
We are acting as counsel for Gensia, Inc., a Delaware
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 792,293 shares
of Common Stock, par value $.01 per share (the "Common Stock"),
of the Company, previously issued by the Company to a
collaborative partner in a private placement (the "Selling
Stockholder"). The Common Stock will be offered and sold by the
Selling Stockholder. In this regard we have participated in the
preparation of a Registration Statement on Form S-3 (File No.
333-_______) relating to such shares of Common Stock. Such
Registration Statement, as amended, is herein referred to as the
"Registration Statement."
We are of the opinion that the shares of Common Stock to be
offered and sold by the Selling Stockholder have been duly
authorized and are legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration
Statement and in the Prospectus included therein.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gensia, Inc. for the
registration of shares of its common stock and to the incorporation by reference
therein of our report dated February 9, 1996, with respect to the consolidated
financial statements of Gensia, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Diego, California
August 14, 1996
