<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENSIA SICOR INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0176647
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9360 Towne Centre Drive
San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED GENSIA SICOR INC. 1997 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Copy to:
DAVID F. HALE THOMAS E. SPARKS, JR.
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Gensia Sicor Inc. P.O. Box 7880
9360 Towne Centre Drive San Francisco, CA 94120
San Diego, California 92121 (415) 983-1000
(619) 546-8300
(Name, address and telephone
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Proposed Proposed Maximum
Registered Amount To Be Maximum Offering Aggregate Offering Amount of
Registered (1) Price per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,000,000 shares $5.97 $5,970,000 $1,809
value, including related
Series I Participating
Preferred Stock Purchase
Rights
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, upon the average of the high and low prices as
reported on the Nasdaq National Market on October 24, 1997.
_________________
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
Page 1 of 8 Pages
Exhibit Index Appears on Page 5.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on April 4, 1997 (File No. 333-24597) are hereby
incorporated by reference.
Incorporation of Certain Documents by Reference.
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Annual Report on Form 10-K (File No. 0-18549), as amended by Form
10-K/A, for the fiscal year ended December 31, 1996;
(2) Registrant's Quarterly Report on Form 10-Q (File No. 0-18549) for
the quarter ended March 31, 1997 and a Quarterly Report on Form 10-Q, as
amended by Form 10-Q/A, for the quarter ended June 30, 1997;
(3) Registrant's Current Report on Form 8-K (File No. 0-18549) dated
February 28, 1997;
(4) The financial statements of Rakepoll Holding and pro forma
financial information of the Registrant, included in Registrant's Definitive
Proxy Statement, dated January 15, 1997, at pages 73 to 78 and pages F-1 to F-
23;
(5) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A (File No. 0-18549); and
(6) The description of the Preferred Stock Purchase Rights for Series I
Participating Preferred Stock, par value $.01 per share of the Registrant
contained in its Registration Statement on Form 8-A (File No. 0-18549).
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
October 24, 1997.
GENSIA SICOR INC.
By /s/ David F. Hale
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David F. Hale
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David F. Hale or John W. Sayward, 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 said attorneys-in-fact and agents, or his substitute or
substitutes, may 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 date indicated:
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<CAPTION>
<S> <C> <C>
Signature Title Date
- ----------- ----- ----
/s/ David F. Hale President and Chief Executive October 24, 1997
- -------------------- Officer and Director (Principal
David F. Hale Executive Officer)
/s/ John W. Sayward Vice President, Finance, Chief October 24, 1997
- --------------------- Financial Officer and Treasurer
John W. Sayward (Principal Financial Officer and
Principal Accounting Officer)
/s/ Donald E. Panoz Chairman of the Board of October 24, 1997
- --------------------- Directors
Donald E. Panoz
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ----------- ----- ----
/s/ James C. Blair, Ph.D. Director October 24, 1997
- ----------------------------
James C. Blair, Ph.D.
/s/ Michael D. Cannon Director October 24, 1997
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Michael D. Cannon
/s/ Herbert J. Conrad Director October 24, 1997
- ----------------------------
Herbert J. Conrad
/s/ Carlos A. Ferrer Director October 24, 1997
- ----------------------------
Carlos A. Ferrer
/s/ Carlo Salvi Director October 24, 1997
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Carlo Salvi
/s/ Patrick D. Walsh Director October 24, 1997
- ----------------------------
Patrick D. Walsh
/s/ L. John Wilkerson, Ph.D. Director October 24, 1997
- -----------------------------
L. John Wilkerson, Ph.D.
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP regarding legality of
securities to be offered.
10.1/(1)/ Amended and Restated Gensia Sicor Inc. 1997 Long-Term Incentive
Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of KPMG Accountants N.V.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1 Power of Attorney (see page 3).
_________________________________
(1) Incorporated by reference to Exhibit B of the Registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
August 13, 1997 (File No. 0-18549).
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<PAGE>
Exhibit 5.1
October 27, 1997
Gensia Sicor Inc.
9360 Towne Centre Drive
San Diego, California 92121
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed
by Gensia Sicor Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 1,000,000 shares of the Company's Common Stock issuable pursuant to the
Company's Amended and Restated 1997 Long-Term Incentive Plan (the "Plan"), it
is our opinion that such shares of the Common Stock of the Company, when
issued and sold in accordance with the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
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Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP
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We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Amended and Restated 1997 Long-Term
Incentive Plan of Gensia Sicor Inc. of our report dated February 21, 1997,
except for Note 11 as to which the date is March 27, 1997, with respect to the
consolidated financial statements of Gensia Sicor Inc. included in its Annual
Report (Form 10-K/A) for the year ended December 31, 1996 as filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
October 23, 1997
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Exhibit 23.2
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Gensia Sicor Inc.
We consent to the incorporation by reference of our report dated April
28, 1997, with respect to the consolidated balance sheet of Rakepoll Holding
B.V. and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three years period ended December 31, 1996, which
report is incorporated by reference in the Form S-8 of Gensia Sicor Inc.
pertaining to the Amended and Restated Gensia Sicor Inc. 1997 Long-Term
Incentive Plan.
Rotterdam, October 21, 1997
/s/ KPMG Accountants N.V.
Ref: A. Vermaas
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