<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1997.
REGISTRATION NO. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENSIA SICOR 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 Sicor 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 Stockholders.
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: [ ]
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,305,200 shares 3.85 $8,875,020 $2,690
=============================================================================================================================
</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 April 2,
1997.
_______________
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 April 3, 1997
GENSIA SICOR INC.
2,305,200 SHARES OF COMMON STOCK
________
This Prospectus covers the public offering, which is not being
underwritten, of 2,305,200 shares of Common Stock, par value $.01 (the "Common
Stock"), of Gensia Sicor Inc. ("Gensia Sicor" or the "Company") which were
originally issued by the Company in December 1996 and January 1997 at $4.00 per
share to certain accredited investors in a private placement (the "Private
Placement"). The 2,305,200 shares of Common Stock offered hereby include 45,000
shares of Common Stock issued by the Company pursuant to a contractual penalty
provision which required the Company to have declared effective by March 31,
1997 a registration statement covering the resale of the 2,260,000 shares of
Common Stock originally sold in the Private Placement. 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, and is bearing the costs relating to this registration of the Common
Stock. The accredited investors selling stock pursuant to this Prospectus are
hereinafter referred to as the "Selling Stockholders." The Selling Stockholders
and any broker-dealers, agents or underwriters that participate with the Selling
Stockholders 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 Stockholders 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 April __, 1997
<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 (i) 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 and (ii) accessed
via a Web site maintained by the Commission (http://www.sec.gov). Copies of
such material can also 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 (File No. 0-18549) for the
year ended December 31, 1996;
2. The financial statements of Rakepoll Holding and pro forma financial
information of Gensia Sicor, included in the Company's Definitive Proxy
Statement, dated January 15, 1997, at pages 73 to 78 and pages F-1 to F-23;
3. The description of Gensia Sicor 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 Sicor 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.
-2-
<PAGE>
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 Sicor Inc., at the principal executive offices of the Company,
9360 Towne Centre Drive, San Diego, California 92121.
-3-
<PAGE>
THE COMPANY
On February 28, 1997 Gensia Sicor Inc. (formerly Gensia, Inc.) completed
its acquisition of Rakepoll Holding B.V. ("Rakepoll Holding") from Rakepoll
Finance N.V. ("Rakepoll Finance"). Rakepoll Holding is the parent company of
three specialty pharmaceutical businesses: SICOR-Societa Italiana
Corticosteroidi S.p.A. ("Sicor") of Milan, Italy, and two companies located in
Mexico: Lemery S.A. de C.V. ("Lemery") and Sintesis Lerma, S.A. de C.V.
("Sintesis Lerma"). The newly combined company, Gensia Sicor Inc. ("Gensia
Sicor" or the "Company") is headquartered in San Diego, California.
Sicor and Sintesis Lerma produce specialty bulk drug substances. Lemery
manufactures oral and injectable finished multisource drug products. The
specialty drug substances produced by Sicor and Sintesis Lerma are primarily
used in parenteral or topical administration, including inhalation therapy, and
almost all belong to one of three categories: (1) anticancer agents, (2)
steroids or (3) non-depolarizing muscle relaxants used in anesthesia. The
principal markets for Sicor's and Sintesis Lerma's specialty bulk drug
substances are the U.S., Canada, the European Union and Japan. The finished
multisource drug products manufactured by Lemery are sold primarily to the
national health program in Mexico and are exported to certain countries in
Central and South America, North Africa, the Middle East and Eastern Europe.
Gensia Laboratories, Ltd. ("GLL") is a wholly-owned subsidiary of the
Company. Prior to the acquisition of Rakepoll Holding, the Company's primary
operating unit was GLL. GLL's primary emphasis is on the manufacture and
marketing of oncology, anesthesiology and other key multisource pharmaceuticals
for the North American market. In addition, GLL provides contract manufacturing
support and services to a number of pharmaceutical and biotechnology companies.
-4-
<PAGE>
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.
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING
In March 1997, the Company raised approximately $17 million through a
private placement of Gensia Sicor units for $4.1875 per unit. Each unit
consists of one share of common stock and a warrant to purchase one half of one
share of the Company's common stock for $4.1875 per share.
The Company's current operating plan includes funding its research
activities primarily through its collaborations with other pharmaceutical
companies. To the extent the Company is unable to fund its research activities
through these collaborations, the Company plans to reduce its research expenses
to the level necessary to fulfill its obligations under its agreement with
Pfizer Inc. dated as of May 1, 1996. The operating plan also requires the
Company to raise additional funds during 1997 through equity, debt and/or lease
financings. The required additional funds may not be available on acceptable
terms or at all. If the Company is unable to raise additional funds, the
Company plans to reduce spending levels so that it would be able to maintain
operations through the end of 1997 with existing assets, lease lines and credit
arrangements. The change to current planned operations would include reductions
in capital expenditures, reduction in spending for the development of new
products and reductions in workforce. If implemented, such changes could have a
material adverse effect on the Company.
LOSS HISTORY; UNCERTAINTY OF FUTURE PROFITABILITY
Gensia Sicor was founded in 1986, has never made an annual profit, and has
never had positive annual cash flow from operations. As of December 31, 1996,
Gensia Sicor had an accumulated deficit of approximately $265.1 million. For the
years ended December 31, 1994, 1995 and 1996, Gensia Sicor had net losses
applicable to common shares of $56.1 million, $11.9 million, and $51.8 million,
respectively. Gensia Sicor may incur additional losses in the future and expects
that its near term losses will continue. Gensia Sicor may never achieve
profitable operations.
COMPETITION
Gensia Sicor is engaged in a rapidly evolving field. Competition from large
pharmaceutical companies, biotechnology companies, medical device companies and
other companies is intense and expected to increase. Many of these companies
have substantially greater financial resources and experience in developing,
manufacturing and marketing pharmaceutical products than Gensia Sicor. There can
be no assurance that competitors will not succeed in developing technologies and
products that are more effective or that would render the technology and
products of Gensia Sicor and its subsidiaries obsolete or noncompetitive.
Gensia Sicor 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
Sicor. There can be no assurance that Gensia Sicor will be able to continue to
compete effectively in this market. Because selling prices of multisource
injectable drug products typically decline as competition intensifies, the
profitability of Gensia Sicor will depend in part on its ability 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 their
production capability. The development and commercialization process is time
consuming and costly. Delays in any part of the process or the inability of
Gensia Sicor to obtain regulatory approval for its products could materially and
adversely affect the company. During 1995 and early 1996, a number of
competitors received FDA approval to market injectable etoposide, which was one
of GLL's largest products in 1995 and 1996. These approvals have had and are
expected to continue to have a material adverse impact on Gensia Sicor's sales
of, and gross profits from, etoposide.
-5-
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The success of Gensia Sicor depends in large part upon its ability to
attract and retain qualified scientific, manufacturing, marketing and management
personnel. Gensia Sicor faces competition for such personnel from other
companies, academic institutions, government entities and other organizations.
In addition, the success of Gensia Sicor will be dependent upon certain key
personnel associated with the Company, the loss of which may have a material
adverse effect on the Company's business operations.
UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
The success of Gensia Sicor 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 the patent
applications of Gensia Sicor will be approved, that Gensia Sicor will develop
additional proprietary products that are patentable, that any issued patents
will provide Gensia Sicor 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 Sicor to develop its products. Certain
technologies that may be used to develop products of Gensia Sicor 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 Sicor. In addition, Gensia Sicor 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 Sicor does not
obtain such licenses, product introductions could be delayed or foreclosed.
There can be no assurance that Gensia Sicor 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 UPON SUCCESSFUL INTEGRATION OF GENSIA SICOR, SICOR, LEMERY AND
SINTESIS LERMA
Achieving the anticipated benefits of the acquisition of Sicor, Lemery and
Sintesis Lerma will depend in part upon whether the integration of the
companies' businesses is accomplished in an efficient and effective manner, and
there can be no assurance that this will occur. The combination of Gensia Sicor,
Sicor, Lemery and Sintesis Lerma is requiring, among other matters, integration
of each of the combining companies' respective development, administrative,
finance, sales, product support, distribution and marketing organizations, as
well as the integration of each such companies' product offerings and
development activities. Of particular significance to successful integration of
the combining companies' businesses is reassuring Gensia Sicor's customers that
product support and distribution will continue uninterrupted. There can be no
assurance that such integration will be accomplished smoothly or successfully.
Further, there can be no assurance that the operations, managements or personnel
of the combining companies will be compatible or that Gensia Sicor will not
experience the loss of key personnel. The difficulties of such integration may
be increased by the necessity of coordinating organizations located in different
countries. The integration of certain operations requires the dedication of
management resources which may temporarily distract from the day-to-day business
of the combined company. Additionally, the costs incurred and difficulties
encountered in the transition process may, at least in the short term, have an
adverse impact on the combined company's operations. The inability of management
to integrate the operations of the companies successfully could have a material
adverse effect on the business and results of operations of the combined
company.
POTENTIAL INABILITY TO OBTAIN RAW MATERIALS OR MANUFACTURE PRODUCTS
Gensia Sicor 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 only from foreign
sources. In addition, GLL 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 Sicor.
-6-
<PAGE>
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 Sicor expects that there will continue to be, a number of
federal and state proposals to implement government controls. While Gensia Sicor
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
businesses, the announcement of such proposals or reforms could have a material
adverse effect on Gensia Sicor's ability to raise capital and the adoption of
such proposals or reforms could have a material adverse effect on Gensia Sicor's
businesses, 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 the products of Gensia Sicor will be
considered cost effective and that reimbursement to the consumer will be
available or will be sufficient to allow Gensia Sicor to sell its products on a
competitive basis.
PRODUCT LIABILITY EXPOSURE; INADEQUACY OR UNAVAILABILITY OF PRODUCT LIABILITY
INSURANCE
Gensia Sicor, as a manufacturer of finished drug products, faces an
inherent exposure to product liability claims in the event that the use of any
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 Sicor 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 Sicor.
In addition, as a manufacturer of bulk drug substances, Gensia Sicor
supplies other pharmaceutical companies with active ingredients which are
contained in finished products. The ability of Gensia Sicor to avoid significant
product liability exposures depends upon its ability to negotiate appropriate
commercial terms and conditions with its customers and its customers'
manufacturing, quality control and quality assurance practices. There is no
assurance that adequate insurance coverage will be available at acceptable
costs, if at all, to insure against such exposures or that Gensia Sicor will be
able to negotiate satisfactory terms and conditions with its customers.
Commencing in 1995, Sicor received claims from certain of its customers in
connection with the shipment of contaminated products. Rakepoll Holding recorded
a provision of approximately $2.7 million in its financial statements for the
year ended December 31, 1995 which represented management's estimate of product
rework costs, attorney's costs and other settlement costs. Actual costs to be
incurred in relation to the ultimate settlement may vary from the amount
estimated.
UNCERTAINTY REGARDING MEXICAN ECONOMIC FACTORS, GOVERNMENT POLICIES AND
INFLATION
The Mexican government has exercised and continues to exercise significant
influence over many aspects of the Mexican economy. Accordingly, Mexican
government actions could have a significant effect on Lemery and Sintesis Lerma,
and on market conditions and prices in Mexico. Further, on a cumulative basis,
the inflation rate has exceeded 100% in Mexico over the three-year period ended
December 1996. There can be no assurance that actions by the Mexican government,
future developments in the Mexican economy or Mexico's political, social or
economic situation will not adversely affect the operations of Lemery and
Sintesis Lerma.
RISKS RELATED TO INTERNATIONAL OPERATIONS
During 1995 and 1996 a significant percentage of the revenues of each of
Sicor, Lemery and Sintesis Lerma were derived from sales of pharmaceuticals
outside of Western Europe, Japan and the United States. Operations outside of
Western Europe, Japan and the United States are subject in varying degrees to
risks involved in doing business abroad such as war, civil disturbances, adverse
governmental actions (which may
-7-
<PAGE>
disrupt or impede operations and markets, restrict the movement of funds, impose
limitations on foreign exchange transactions or result in the expropriation of
assets) and economic and governmental instability. There can be no assurance
that Gensia Sicor will not experience material adverse developments with respect
to its operations outside of Western Europe, Japan and the United States and
that such developments, if they were to occur, would not have a material adverse
effect on the results of operations and financial conditions of Gensia Sicor.
ENVIRONMENTAL MATTERS
Gensia Sicor is subject to numerous environmental regulations in the
jurisdictions in which it operates, including regulations relating to the
handling, transport and disposal of hazardous materials and the protection of
the environment. In certain of these jurisdictions, protection of the
environment is becoming an area of increased governmental scrutiny and
surveillance. While Gensia Sicor has implemented practices to comply with
applicable regulations, the cost of doing so in the future may become
prohibitive and may have a significant adverse impact on the companies'
operations. There is no assurance that Gensia Sicor will, in fact, be able to
comply with all applicable laws and regulations or that such laws and
regulations will not have a material adverse impact on the companies'
operations. In addition, Sicor maintains liability insurance for certain
environmental risks which its management believes to be appropriate and in
accordance with industry practice. There can be no assurance, however, that
Sicor will not incur liabilities beyond the limits or outside the coverage of
its insurance.
CURRENCY FLUCTUATIONS
Gensia Sicor has significant operations in several countries, including the
United States, Italy, and Mexico. In addition, purchases and sales are made in a
large number of other countries. As a result, the business is subject to the
risk and uncertainties of foreign currency fluctuations. While Gensia Sicor has
policies and strategies to minimize this risk, there can be no assurance that
such policies and strategies will be effective in preventing significant
negative financial adjustments in the future.
CONTROL BY RAKEPOLL FINANCE
Rakepoll Finance owns 29,500,000 shares of Gensia Sicor Common Stock and
pursuant to a Shareholder's Agreement, dated as of November 12, 1996, as amended
December 21, 1996 and February 28, 1997, by and between Gensia Sicor and
Rakepoll Finance, has the right to designate three of Gensia Sicor's ten
directors, who will in turn designate (jointly with two executive officer
directors of Gensia Sicor) five additional directors. In addition, the consent
of the Rakepoll Finance designated directors is required for Gensia Sicor to
take certain actions, such as a merger or sale of all or substantially all of
the business or assets of Gensia Sicor and certain issuances of securities. As a
result of its ownership of Gensia Sicor Common Stock, Rakepoll Finance may be
able to control substantially all matters requiring approval by the stockholders
of Gensia Sicor, including the election of directors and the approval of mergers
or other business combination transactions.
POSSIBLE VOLATILITY OF STOCK PRICE; DIVIDEND POLICY
The market price of the shares of Gensia Sicor 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 Gensia Sicor Common Stock could be subject to
significant fluctuations in response to variations in Gensia Sicor's anticipated
or actual operating results, sales of substantial amounts of Gensia Sicor Common
Stock, other issuances of substantial amounts of Gensia Sicor Common Stock
pursuant to pre-existing obligations, announcements concerning Gensia Sicor 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 Sicor or its competitors, including litigation, conditions in
the life sciences or pharmaceuticals industries, governmental
-8-
<PAGE>
regulation, health care legislation, public concern as to the safety of Gensia
Sicor's products, changes in estimates of Gensia Sicor's performance by
securities analysts, market conditions for life sciences stocks in general, and
other events or factors.
Gensia Sicor has never paid cash dividends on Gensia Sicor Common Stock.
Gensia Sicor presently intends to retain earnings, if any, for the development
of its businesses and does not anticipate paying any cash dividends on Gensia
Sicor Common Stock in the foreseeable future. Unless full cumulative dividends
are paid on Gensia Sicor's outstanding $3.75 Convertible Exchangeable Preferred
Stock, $.01 par value ("Convertible Preferred Stock"), cash dividends may not be
paid or declared and set aside for payment on Gensia Sicor Common Stock. Through
March 1997, the Company has approximately $7.5 million in undeclared cumulative
preferred dividends on such Convertible Preferred Stock. Gensia Sicor did pay
quarterly cash dividends in the aggregate amount of $4.5 million on Convertible
Preferred Stock in September and December of 1996 and March of 1997. If Gensia
Sicor chooses not to declare dividends for six cumulative quarters, the holders
of Convertible 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 Sicor's Certificate of Incorporation and Bylaws include provisions
that could discourage potential takeover attempts and make attempts by its
stockholders to change management more difficult. The approval of 66-2/3% of
Gensia Sicor'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 Sicor's Certificate of Incorporation. Further, pursuant to the terms
of its stockholder rights plan, Gensia Sicor has distributed a dividend of one
right for each outstanding share of Gensia Sicor Common Stock. These rights will
cause a substantial dilution to a person or group that attempts to acquire
Gensia Sicor on terms not approved by the Gensia Sicor Board of Directors and
may have the effect of deterring hostile takeover attempts.
CAPITAL STOCK
The authorized capital stock of Gensia Sicor consists of 125,000,000 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 March 26, 1997, there were 70,108,350 shares of Common Stock
outstanding held by approximately 732 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 Sicor'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 Sicor, 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.
-9-
<PAGE>
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 STOCKHOLDERS AND PLAN OF DISTRIBUTION
2,305,200 shares of Common Stock are being registered pursuant to the terms
of stock purchase agreements entered into in December 1996 and January 1997 by
and between the Company and the Selling Stockholders in connection with the
Private Placement.
As of March 31, 1997 there were three Selling Stockholders. Selling
Stockholders are set forth below. Common Stock ownership information is based
solely upon either information furnished to the Company or reports furnished to
the Company by the respective individuals or entities, as the case may be,
pursuant to the rules of the Commission:
<TABLE>
<CAPTION>
Total Shares Number of % of Common
of Stock Held Shares Being Stock To Be
Selling Stockholder at 3/31/97 Offered Held After Sale
- ----------------------- ------------- ------------ ---------------
<S> <C> <C> <C>
Grace Brothers, Ltd.... 1,530,000(1) 1,530,000(1) *
Mark S. Berg........... 520,200(2) 520,200(2) *
Garo H. Armen.......... 405,000(3) 255,000(3) *
</TABLE>
- -------------
(1) Includes 30,000 shares issued to Grace Brothers, Ltd. pursuant to a
contractual penalty provision which required the Company have declared
effective by March 31, 1997 a registration statement covering the resale of
shares sold in the Private Placement.
(2) Includes 63,750 shares held by MSB Research, Inc., 61,200 shares held by
Hanover Associates LLC and 395,250 shares held by Mark S. Berg individually
(collectively, the "Berg Affiliates"). Mr. Berg has voting and investment
power over the shares held by MSB Research, Inc. and shares voting and
investment power over shares held by Hanover Associates LLC, and therefore
may be deemed to be the beneficial owner of the shares held by such
entities. Mr. Berg disclaims beneficial ownership of the shares held by
Hanover Associates LLC, except to the extent of his pecuniary interest
therein. Also includes an aggregate of 10,200 shares of Common Stock issued
to Mr. Berg, MSB Research, Inc. and Hanover Associates LLC pursuant to a
contractual penalty provision which required that the Company have declared
effective by March 31, 1997 a registration statement covering the resale of
shares sold in the Private Placement.
(3) Includes 217,800 shares held by Armen Partners, 166,800 shares held by
Armen Partners Offshore Fund, Ltd. and 20,400 shares held by GHA Management
Corp. (collectively, the "Armen Affiliates"). Mr. Armen has voting and
investment power over the shares held by each of the Armen Affiliates, and
therefore may be deemed to be the beneficial owner of the shares held by
such entities. Mr. Armen disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein. Also includes an
aggregate of 5,000 shares of Common Stock issued to the Armen Affiliates
pursuant to a contractual penalty provision which required that the Company
have declared effective by March 31, 1997 a registration statement covering
the resale of shares sold in the Private Placement.
Pursuant to the Registration Statement of which this Prospectus is a part,
the Common Stock may be sold by the Selling Stockholders 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.
-10-
<PAGE>
Although no Selling Stockholder has advised the Company that it currently
intends to sell the Common Stock, pursuant to this Registration Statement, any
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 Stockholders 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 a Selling Stockholder may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a
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 a 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 a Selling Stockholder, to purchase
as principal any unsold shares at the price required to fulfill such broker or
dealer commitment to such Selling Stockholder. Brokers or dealers who acquire
shares as principals may thereafter resell such shares from time to time in
transactions (which 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 Stockholders 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 Sicor Inc. appearing in
Gensia Sicor Inc.'s Annual Report (Form 10-K) for the year ended December 31,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Additionally, the financial statements of Rakepoll Holding appearing in Gensia
Sicor's Definitive Proxy Statement dated January 15, 1997 have been prepared by,
and in the case of the financial statements appearing at pages F-6 through F-23
of the Definitive Proxy Statement have been audited by, KPMG Accountants N.V.,
as set forth in their report included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
-11-
<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 represen tation must not be relied upon as having been autho
rized by the Company or the Selling Stockholders. 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.
-----------------
================================================================================
================================================================================
2,305,200 Shares
Common Stock
GENSIA SICOR INC.
-----------------
PROSPECTUS
-----------------
-----------------
April __, 1997
================================================================================
<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.................. $ 2,690
Blue Sky fees and expenses............ 1,000
Accounting fees and expenses.......... 10,000
Legal fees and expenses............... 20,000
Registrar and transfer agent's fees... 5,000
NNM listing fee....................... 17,500
Miscellaneous fees and expenses....... 3,810
-------
Total............................ $60,000
=======
</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 from 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
<S> <C>
3(i)(1) Restated Certificate of Incorporation of Gensia Sicor
(3(i)).*
3(ii)(1) Bylaws of Gensia Sicor (3(ii)).
4.1 Form of Stock Purchase Agreement between Gensia Sicor and
certain purchasers of Common Stock.
4.2(2) Form of Certificate for Gensia Sicor Common Stock with Rights
Legend.(4.1)
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 KPMG Accountants N.V., independent auditors.
23.3 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).
</TABLE>
_______________
(1) Incorporated by reference to the Company's Current Report on Form 8-K dated
February 28, 1997 (No. 0-18549)
(2) Incorporated by reference to the Company'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 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:
(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
II-2
<PAGE>
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, March 31, 1997.
GENSIA SICOR INC.
By /s/ John W. Sayward
----------------------------------------
John W. Sayward
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 consti tutes and appoints David F. Hale and John 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 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 March 31, 1997
- --------------------- Officer and Director
David F. Hale (Principal Executive Officer)
/s/John W. Sayward Vice President, Finance, Chief March 31, 1997
- --------------------- Financial Officer, and Treasurer
John W. Sayward (Principal Financial and Principal
Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald E. Panoz Chairman of the Board March 31, 1997
- ---------------------------
Donald E. Panoz
/s/ James C. Blair, Ph.D. Director March 31, 1997
- ---------------------------
James C. Blair, Ph.D.
/s/ Herbert J. Conrad Director March 31, 1997
- ---------------------------
Herbert J. Conrad
/s/ Jerry C. Benjamin Director March 31, 1997
- ---------------------------
Jerry C. Benjamin
/s/ Carlo Salvi Director March 31, 1997
- ---------------------------
Carlo Salvi
/s/ Michael D. Cannon Director March 31, 1997
- ---------------------------
Michael D. Cannon
/s/ Patrick D. Walsh Director March 31, 1997
- ---------------------------
Patrick D. Walsh
Director March __, 1997
- ---------------------------
L. John Wilkerson, Ph.D.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
<S> <C>
3(i)(1) Restated Certificate of Incorporation of Gensia Sicor
(3(i)).*
3(ii)(1) Bylaws of Gensia Sicor (3(ii)).
4.1 Form of Stock Purchase Agreement between Gensia Sicor and
certain purchasers of Common Stock.
4.2(2) Form of Certificate for Gensia Sicor Common Stock with Rights
Legend.(4.1)
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 KPMG Accountants N.V., independent auditors.
23.3 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).
</TABLE>
_______________
(1) Incorporated by reference to the Company's Current Report on Form 8-K dated
February 28, 1997 (No. 0-18549)
(2) Incorporated by reference to the Company'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 4.1
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the
_____ day of _______, 199_ by and between GENSIA, INC., a Delaware corporation
------------
(the "Company"), and ____________, an (the
"Investor").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock.
--------------------------
1.1 Sale and Issuance of Common Stock. Subject to the terms and
---------------------------------
conditions of this Agreement, Investor hereby purchases and the Company hereby
sells and issues to Investor ____________ shares (the "Original Shares") of
the Company's Common Stock for the purchase price of $4.00 per share (such per
share purchase price is hereinafter referred to as the "Original Per Share
Purchase Price") for an aggregate price of $________ (the "Original Aggregate
Purchase Price").
1.2 Closing. The purchase and sale of the Common Stock shall take
-------
place at the offices of the Company, 9360 Towne Centre Drive, San Diego,
California, at 10 A.M., on the date hereof, or at such other time and place as
the Company and Investor mutually agree upon, verbally or in writing (which time
and place are designated as the "Closing"). At the Closing the Company shall
deliver to Investor a certificate representing the Common Stock which such
Investor is purchasing against delivery to the Company by such Investor of a
bank wire in same day funds or check in the amount of the Original Aggregate
Purchase Price therefor payable to the Company's order.
1.3 Adjustment to Original Shares. If subsequent to the date hereof
-----------------------------
and prior to the consummation or termination of the Stock Exchange Agreement
between the Company and Rakepoll Finance N.V. dated as of November 12, 1996, as
amended, (the "Relevant Time Period"), the Company issues additional shares of
Common Stock at a per share price less than the Original Per Share Purchase
Price, or securities convertible into Common Stock at a conversion price less
than the Original Per Share Purchase Price (other than pursuant to the exercise
or conversion of securities outstanding on the date hereof or pursuant to the
Company's existing stock plans) (such per share price or conversion price being
hereinafter referred to as the "New Per Share Price"), then in connection with
the first such transaction the Company will issue to Investor an additional
number of shares of Common Stock (the "Additional Shares") equal to (a) the
Original Aggregate Purchase Price divided by the New Per Share Price minus (b)
the number of Original Shares. In the event that after the issuance of
Additional Shares, but before
-1-
<PAGE>
the end of the Relevant Time Period, the Company issues Common Stock at a per
share price less than the New Per Share Price or convertible securities at a
conversion price less than the New Per Share Price (other than pursuant to the
exercise or conversion of securities outstanding on the date hereof or pursuant
to the Company's stock plans), then a calculation shall be made in accordance
with the preceding sentence, substituting the sum of the number of Original
Shares plus the number of Additional Shares in clause (b) above. Such number of
shares shall then be issued to Investor.
1.4 Definitions.
-----------
(a) The following terms, as used herein, have the following meanings:
"Closing Date" means the date of the Closing.
"Common Stock" means the Common Stock, par value $0.01 per share of
the Company, together with the associated preferred stock purchase rights
established pursuant to the Rights Agreement dated March 9, 1992 between the
Company and ChaseMellon Shareholder Services L.L.C. as rights agent (the
"Rights").
"Material Adverse Effect" means a material adverse effect on the
condition (financial or otherwise), business, assets, results of operations of a
corporation and its subsidiaries taken as a whole.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"1933 Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
"Person" shall mean an individual, corporation, partnership, trust,
business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity not specifically listed herein.
"Purchased Shares" means the Original Shares and any Additional
Shares.
2. Representations and Warranties of the Company. The Company hereby
---------------------------------------------
represents and warrants to Investor that:
2.1 Organization, Good Standing and Qualification. The Company is a
---------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted. The Company is duly qualified to
-2-
<PAGE>
transact business and is in good standing in each jurisdiction in which the
failure so to qualify would have a Material Adverse Effect.
2.2 Capitalization. The authorized capital of the Company consists
--------------
of:
(i) Preferred Stock. 5,000,000 shares of Preferred Stock, of which
---------------
1,840,000 shares have been designated $3.75 Convertible Exchangeable Preferred
Stock, par value $.01 per share (the "Convertible Preferred Stock"), and 100,000
shares have been designated Series I Participating Preferred Stock, par value
$.01 per share (the "Participating Preferred Stock"). There are 1,600,000
shares of Convertible Preferred Stock and no shares of Participating Preferred
Stock issued and outstanding.
(ii) Common Stock. 75,000,000 shares of Common Stock, of which
------------
36,950,792 shares were issued and outstanding as of September 30, 1996. The
Company has entered into a Stock Exchange Agreement, dated as of November 12,
1996 (the "Stock Exchange Agreement"), with Rakepoll Finance N.V. which, among
other things, provides for the Company to issue 29,500,000 shares of Common
Stock to Rakepoll Finance N.V. The consummation of the transactions
contemplated by the Stock Exchange Agreement, including the issuance of shares
of Common Stock to Rakepoll Finance N.V., is subject to the satisfaction of
certain conditions, including shareholder and regulatory approval.
2.3 Authorization. All corporate action on the part of the Company,
-------------
its officers, directors and stockholders necessary for (i) the authorization,
execution and delivery of this Agreement, (ii) the performance of all
obligations of the Company hereunder and (iii) the authorization, issuance (or
reservation for issuance) and delivery of the Common Stock being sold hereunder,
to the extent that the foregoing requires performance on or prior to the
Closing, has been taken and this Agreement constitutes the valid and legally
binding obligation of the Company, enforceable against the Company in accordance
with its terms.
2.4 Valid Issuance of Purchased Shares. The Original Shares have
----------------------------------
been, and when and if issued the Additional Shares will be, duly and validly
issued and fully paid and non assessable and, based in part upon the
representations of the Investor in this Agreement, issued in compliance with all
applicable federal and state securities laws.
3. Representations and Warranties of Investor. This Agreement is
------------------------------------------
made with Investor in reliance upon the Investor's representation and warranties
to the Company, which by such Investor's execution of this Agreement the
Investor hereby confirms, that:
-3-
<PAGE>
3.1 Organization and Existence. Investor is a ___________________
--------------------------
validly existing and in good standing under the laws of and has all
corporate powers and all material governmental licenses, authorizations,
permits, consents and approvals required to carry on its business as now
conducted, except for those licenses, authorizations, permits, consents and
approvals the absence of which would not, individually or in the aggregate, have
a Material Adverse Effect.
3.2 Corporate Authorization. This execution, delivery and
-----------------------
performance by Investor of this Agreement are within the corporate powers of
Investor and have been duly authorized by all necessary partnership action on
the part of Investor. This Agreement constitutes the valid and legally binding
obligation of Investor, enforceable against Investor in accordance with its
terms.
3.3 Purchase Entirely for Own Account. All Purchased Shares to be
---------------------------------
received by Investor will be acquired for investment for Investor's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, Investor further represents that Investor does not have any
contract, un dertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Purchased Shares.
3.4 Restricted Securities. Investor understands that the Purchased
---------------------
Shares are characterized as "restricted securi ties" under the federal
securities laws inasmuch as they are being or will be acquired from the Company
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may only be resold without registration
under the 1933 Act in certain limited circumstances. In this connection
Investor represents that it is familiar with Securities and Exchange Commission
("SEC") Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the 1933 Act.
3.5 Legends. It is understood that the certificates evidencing the
-------
Purchased Shares may bear one or all of the following legends:
(a) "These securities have not been registered under the Securities
Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to the securities
under such Act or an opinion of counsel satisfactory to the Company that such
registration is not required or unless sold pursuant to Rule 144 of such Act."
-4-
<PAGE>
(b) If required by the authorities of any state in connection with
the issuance or sale of the Common Stock, the legend required by such state
authority.
4. Registration Rights. The Company covenants and agrees as
-------------------
follows:
4.1 Certain Additional Definitions.
------------------------------
As used in this Agreement, the following capitalized terms shall have
the following meanings:
"Prospectus" shall mean the prospectus included in any Registration
----------
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.
"Register," "registered" and "registration" refer to a registration
-------- ---------- ------------
effected by preparing and filing a registration statement or similar document in
compliance with the 1933 Act, and such registration statement or document
becoming effective under the 1933 Act.
"Registrable Securities" shall mean (i) the Purchased Shares; (ii)
----------------------
any Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
Purchased Shares; and (iii) any Common Stock issued pursuant to Section 4.2(a).
"Registration Statement" shall mean any registration statement of the
----------------------
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.
4.2 Registration. The Company will use its reasonable best efforts
------------
to effect a registration to permit the sale of the Registrable Securities as
described below, and pursuant thereto the Company will:
(a) prepare and file and use its reasonable best efforts to have
declared effective by March 31, 1997 by the SEC, a Registration Statement on
Form S-3 relating to resale of all of the shares of the Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to
remain continuously effective for a period which will terminate
-5-
<PAGE>
when all Registrable Securities covered by such Registration Statements, as
amended from time to time, have been sold or when the Registrable Securities may
be sold under Rule 144(k) under the 1933 Act. If such Registration Statement is
not declared effective by the SEC by March 31, 1997 then on the first business
day thereafter the Company shall issue to Investor additional shares of Common
Stock equal to 2% of the shares of Common Stock previously issued to Investor
hereunder. If such Registration Statement has not been declared effective prior
to the end of any succeeding month then on the first business day thereafter the
Company shall issue to Investor shares of Common Stock equal to 1.5% of the
shares of Common Stock previously issued to Investor hereunder.
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement and the Prospectus as may be necessary
to keep such Registration Statement effective for the period specified in
Section 4.2(a) and to comply with the provisions of the 1933 Act and the 1934
Act with respect to the distribution of all Registrable Securities;
(c) notify the Investor, promptly, and confirm such notice in writing,
(i) when the Prospectus or any supplement or post-effective amendment has been
filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the SEC
for amendments or supplements to the Registration Statement or Prospectus or for
additional information, (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, and (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;
(d) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;
(e) furnish to the Investor, without charge, at least one copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all, upon a Investor's request, documents
incorporated therein by reference and all exhibits thereto (including those
incorporated by reference);
(f) deliver to the Investor, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as Investor may reasonably request in order to facilitate the
disposition of the Registrable Securities;
-6-
<PAGE>
(g) cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange or market on which similar
securities issued by the Company are then listed, and if the securities are not
so listed to use its reasonable best efforts promptly to cause all such
securities to be listed on either the New York Stock Exchange, the American
Stock Exchange or the Nasdaq Stock Market;
(h) use reasonable best efforts to qualify or register the Registrable
Securities for sale under (or obtain exemptions from the application of) the
Blue Sky laws of such jurisdictions as are applicable. The Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any such jurisdiction where it is not presently qualified
or where it would be subject to general service of process or taxation as a
foreign corpora tion in any jurisdiction where it is not now so subject.
(i) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act
and take such other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder.
Investor shall furnish to the Company such information regarding the
distribution of such securities as the Company may from time to time reasonably
request in writing.
If the Company delivers a certificate in writing to the Investor, to
the effect that a delay in the sale of Registrable Securities by the Investor
under the Registration Statement is necessary because a sale pursuant to such
Registration Statement in its then current form would reasonably be expected to
constitute a violation of the federal securities laws then the Investor shall
agree not to sell or otherwise transfer such Registrable Securities for the
period of time specified by the Company in its certificate. In no event shall
such delay exceed ten (10) business days; provided, however, that if, prior to
-------- -------
the expiration of such ten (10) business day period, the Company delivers a
certificate in writing to the Investor to the effect that a further delay in
such sale beyond such ten (10) business day period is necessary because a sale
pursuant to such Registration Statement in its then current form would
reasonably be expected to constitute a violation of the federal securities laws,
the Company may refuse to permit the Investor to resell any Registrable
Securities pursuant to such Registration Statement for an additional period not
to exceed five (5) business days.
4.3 Registration Expenses. All expenses incident to the Company's
---------------------
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees with respect to the filings required to
be made with the National Association of Securities Dealers, Inc., fees and
-7-
<PAGE>
expenses of compliance with the securities or Blue Sky laws, printing expenses,
messenger, telephone and delivery expenses, fees and disbursements of counsel
for the Company, fees and disbursements of all independent certified public
accountants of the Company, fees and expenses incurred in connection with the
listing of the securities, rating agency fees and the fees and expenses of any
person, including special experts, retained by the Company, will be borne by the
Company, regardless of whether the Registration Statement becomes effective;
provided, however, that the Company will not be required to pay discounts,
commissions or fees of underwriters, selling brokers, dealer managers or similar
securities industry professionals relating to the distribution of the
Registrable Securities or fees or disbursements of any counsel to the Investor.
4.4 Rule 144.
--------
The Company covenants that it will file the reports required to be
filed by it under the 1933 Act and the 1934 Act and it will take such further
action as the Investor may reasonably request, all to the extent required to
enable Investor to sell Registrable Securities without registration under the
1933 Act in reliance on the exemption provided by Rule 144 or Rule 144A under
the 1933 Act or any successor or similar rules or statues. Upon the request of
the Investor, the Company will deliver to the Investor a written statement as to
whether the Company has complied with such information and requirements.
4.5 Indemnification. In the event any Registrable Securities are
---------------
included in a registration statement under this Section 4:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless the Investor, any underwriter (as defined in the Act) for the
Investor, any officer, director, partner or agent thereof, and each person, if
any, who controls the Investor or underwriter within the meaning of the 1933 Act
or the 1934 Act against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the 1933 Act, the 1934 Act or
other United States federal or state securities law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act or other United States
federal or state securities law, or any rule or regulation
-8-
<PAGE>
promulgated under the 1933 Act, the 1934 Act or other United States federal or
state securities law; and the Company will pay to the Investor, underwriter or
controlling person any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action as incurred; provided, however, that the indemnity
agreement contained in this subsection 4.5(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by the Investor, underwriter or controlling person.
(b) To the extent permitted by law, the Investor will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the 1933 Act, any underwriter, any officer, director,
partner or agent thereof and any controlling person of any such underwriter,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the 1933 Act, the 1934
Act or other United States federal or state securities law insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by the Investor expressly for use in connection
with such registration; and the Investor will pay any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
subsection 4.5(b), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 4.5(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Investor, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this subsection 4.5(b) exceed the proceeds (net of underwriting discounts
and commissions) from the offering received by the Investor.
(c) After receipt by an indemnified party under this Section 4.5 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 4.5, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires,
-9-
<PAGE>
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 4.5, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 4.5.
(d) If the indemnification provided for in this Section 4.5 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations;
provided, however, that, in any such case, (A) the Investor will not be required
to contribute any amount in excess of the proceeds (net of underwriting
discounts and commissions) received by the Investor from all Registrable
Securities offered and sold by the Investor pursuant to the registration
statement; and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the Violation relates to information supplied by the indemnifying party
or by the indemnified party and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict
-10-
<PAGE>
with the foregoing provisions, the provisions in the underwriting agreement
shall control.
(f) The obligations of the Company and the Investor under this Section
4.5 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 4, and otherwise.
4.6 Other Registration Participants. The Company agrees that from
-------------------------------
and after January 22, 1997 it will not grant to any person any piggyback or
other participation rights in the Registration Statement referenced in Section
4.2(a) hereof. The foregoing shall not be deemed to prevent the Company from
granting such rights with respect to any registration statement that does not
cover the Registrable Securities.
5. Miscellaneous.
-------------
5.1 Successors and Assigns. The terms and conditions of this
----------------------
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
5.2 Governing Law. This Agreement shall be governed by and construed
-------------
under the laws of the State of California (irrespective of its choice of law
principles).
5.3 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.4 Titles and Subtitles. The titles and subtitles used in this
--------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.5 Notices. Unless otherwise provided, any notice required or
-------
permitted under this Agreement shall be given in writing and shall be deemed
effective upon personal delivery to the party to be notified, or if sent by
telex or telecopier, upon receipt of the correct answerback, or upon deposit
with the United States Post Office, by registered or certified mail, or upon
deposit with an overnight air courier, in each case postage prepaid and
addressed to the party to be notified at the address as follows, or at such
other address as such party may designate by ten days' advance written notice to
the other party:
-11-
<PAGE>
If to the Company:
Gensia, Inc.
9360 Towne Centre Drive
San Diego, CA 92121-3030
Attn: Secretary
Fax: (619) 453-0095
with a copy to:
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94104
Attn: Thomas E. Sparks, Esq.
Fax: (415) 983-7396
If to the Investor:
________________________
________________________
________________________
________________________
________________________
5.6 Finders' Fee. Each party represents that it neither is nor will
------------
be obligated for any finders' fee or com mission in connection with this
transaction. Investor agrees to indemnify and hold harmless the Company from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Investor or any of its officers, partners, employees or
representatives is responsible.
The Company agrees to indemnify and hold harmless Investor from any
liability for any commission or compensation in the nature of a finders' fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.
5.7 Expenses. The Company and the Investor shall pay their
--------
respective costs and expenses incurred with respect to the negotiation,
execution, delivery and performance of this Agreement. If any action at law or
in equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
5.8 Amendments and Waivers. Any term of this Agreement may be
----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Investor.
Any
-12-
<PAGE>
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any securities purchased under this Agreement at the time
outstanding, each future holder of all such securities, and the Company.
5.9 Severability. If any provision of this Agreement is held to be
------------
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
5.10 Entire Agreement. This Agreement, and the Confidentiality
----------------
Agreement dated _________ between the parties hereto, constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and
thereof. No representation, inducement, promise, understanding, condition or
warranty not set forth herein or therein has been made or relied upon by either
party hereto. Neither this Agreement nor any provision hereof is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.
-13-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
------------------
date first above written.
GENSIA, INC.
By
-------------------------------------------
Title
-----------------------------------------
-----------------------------------------
-----------------------------------------
By
-----------------------------------------
Title
-----------------------------------------
-14-
<PAGE>
EXHIBIT 5.1
-----------
[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
April 4, 1997
Gensia Sicor 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 Sicor Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 2,305,200 shares of Common Stock, par value $.01 per share
(the "Common Stock"), of the Company, previously issued by the Company to
certain accredited investors in a private placement (the "Selling
Stockholders"). The Common Stock will be offered and sold by the Selling
Stockholders. 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 referenced
to as the "Registration Statement."
We are of the opinion that the shares of Common Stock to be offered and
sold by the Selling Stockholders 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 on Form S-3 and related Prospectus of Gensia Sicor Inc.
for the registration of 2,305,200 shares of its common stock and to the
incorporation by reference therein of our report dated February 21, 1997, except
for Note 11 as to which the date is March 27, 1997, included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
San Diego, California
April 2, 1997
<PAGE>
[KPMG LETTERHEAD]
EXHIBIT 23.2
The Board of Directors
Rakepoll Holding B.V.
We consent to the inclusion of our report dated October 15, 1996, with respect
to the combined balance sheet of Rakepoll Holding B.V. and subsidiaries as of
December 31, 1995 and 1994, and the related combined statements of
operations, stockholders' equity and cash flows for each of the years in the
three year period ended December 31, 1995, which report appears in the Form S-3
of Gensia Sicor Inc. dated April 4, 1997.
Rotterdam
April 4, 1997
/s/ KPMG Accountants N.V.
- ------------------------
KPMG Accountants N.V.
Ref: A. Vernaas
