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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
------------------------------- -------------------
(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)
NONSTATUTORY STOCK OPTION AGREEMENT OF DONALD E. PANOZ
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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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities To Be Amount To Be Offering Price Aggregate Offering Amount of
Registered Registered (1) per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 500,000 shares $5.97 $2,985,000 $905
value, including related
Series I Participating
Preferred Stock Purchase
Rights
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</TABLE>
(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.
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Page 1 of 10 Pages
Exhibit Index Appears on Page 7.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities act of 1933 and the Note to Part I of Form S-8.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
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.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The consolidated financial statements of Registrant appearing in the
Registrant's Annual Report (Form 10-K/A) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their opinion thereon included therein and incorporated herein by reference.
Additionally, the financial statements of Rakepoll Holding appearing in the
Registrant's Current Report on Form 8-K/A dated February 28, 1997 have been
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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.
A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
30,000 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article IX of the Registrant's
Restated Certificate of Incorporation (Exhibit 3(i) to the Registrant's Current
Report on Form 8-K dated February 28, 1997) provide for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, 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.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant 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
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securi-
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ties offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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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 and 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:
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 October 24, 1997
- --------------------- of Directors
Donald E. Panoz
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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
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
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.
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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.
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 5).
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Exhibit 5.1
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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 500,000 shares of the Company's Common Stock issuable pursuant to the
Nonstatutory Stock Option Agreement of Donald E. Panoz (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
____________________
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Nonstatutory Stock Option Agreement of
Donald E. Panoz 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 Nonstatutory Stock Option Agreement of Donald E. Panoz.
Rotterdam, October 21, 1997
/s/ KPMG Accountants N.V.
Ref: A. Vermaas
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