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As filed with the Securities and Exchange Commission on May 20, 1997.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GENSIA SICOR INC.
(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
(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>
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Proposed
Proposed maximum
Title of each class of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share(1) price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 5,528,160 $3.79 $20,951,727 $6,350
value shares(2)
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</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 May 15,
1997.
(2) Includes 1,842,720 shares of Common Stock reserved for issuance upon
exercise of Warrants to be issued to the Selling Stockholders promptly
after December 31, 1997. This Registration Statement also covers such
indeterminate number of additional shares, if any, as shall be issuable
from time to time as required pursuant to the terms of the Warrants.
_______________
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 May 20, 1997
GENSIA SICOR INC.
5,528,160 SHARES OF COMMON STOCK
________
This Prospectus covers the public offering, which is not being
underwritten, of 3,685,440 shares of Common Stock, par value $.01 of Gensia
Sicor Inc. ("Gensia Sicor" or the "Company") held by certain persons named in
this Prospectus (the "Selling Stockholders") and up to an additional 1,842,720
shares of Common Stock issuable upon the exercise of Warrants (the "Warrants")
to purchase Common Stock held by the Selling Stockholders (such 5,528,160 shares
of Common Stock being collectively referred to herein as the "Shares"). The
Shares have been or may be issued by the Company in connection with a private
placement (the "Private Placement") of 4,150,440 Units to certain accredited
investors in March and April 1997. Each Unit consists of one share of Common
Stock and a Warrant for the purchase of one-half share of Common Stock, at an
exercise price of $4.1875 per share (subject to adjustment), for each share of
Common Stock purchased in the Private Placement and held until December 31, 1997
(the "Warrant Determination Date"), such Warrants to be issued to the Selling
Stockholders promptly following the Warrant Determination Date. The Company is
obligated to use its best efforts to keep the registration statement, of which
this Prospectus is a part, effective until December 31, 2004 or such earlier
date as the Shares have been sold or may be sold under Rule 144(k) of the
Securities Act of 1933, as amended.
THIS PROSPECTUS COVERS ONLY DISPOSITIONS OF THE SHARES PURCHASED IN THE
PRIVATE PLACEMENT AND SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS, NOT THE
ISSUANCE OR TRANSFER OF THE WARRANTS THEMSELVES. THE WARRANTS WILL NOT BE
LISTED ON ANY SECURITIES EXCHANGE OR QUOTED IN ANY OVER-THE-COUNTER MARKET. The
Company's Common Stock is traded on the Nasdaq National Market under the symbol
"GNSA."
Although the Company will receive up to approximately $7.7 million if the
Warrants are issued and exercised in full, the Company will not receive any
proceeds from the resale of the Shares, and is bearing the costs relating to
this registration of such Shares. 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 May __, 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), as
amended by Form 10-K/A, for the year ended December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The Company's Current Report on Form 8-K, as amended by Form 8-K/A,
dated February 28, 1997;
4. The description of Gensia Sicor Common Stock set forth in the
Registration Statement on Form 8-A filed on April 27, 1990; and
5. 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.
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Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus and
the Registration Statement of which it is a part to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or replaces such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus or such Registration Statement.
Upon written or oral request, the Company will provide without charge to
each person to whom a copy of this Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
therein). Requests should be submitted in writing or by telephone at (619) 546-
8300 to Gensia Sicor Inc., at the principal executive offices of the Company,
9360 Towne Centre Drive, San Diego, California 92121.
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. 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.
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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
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 Company will need to raise additional
funds through equity, debt and/or lease financings. Additional funds may not be
available on acceptable terms or at all. If the Company is unable to raise
additional funds, the Company will need to reduce spending levels so that it
would be able to maintain operations beyond 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 March 31, 1997,
Gensia Sicor had an accumulated deficit of approximately $303.9 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.
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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.
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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.
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 $1.6 million in its financial statements
for the year ended December 31, 1996 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.
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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 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 designated three of Gensia Sicor's ten directors, who in
turn designated (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
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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 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.
SUBORDINATION OF COMMON STOCK TO NOTES AND PREFERRED STOCK
The Company recently sold to an investor subordinated convertible notes in
an aggregate principal amount of $20 million ("Notes"). The Company's Common
Stock will be expressly subordinate to the Notes and to the Series A Preferred
Stock into which the Notes are convertible in the event of the liquidation,
dissolution or winding up of the Company. The Company's Common Stock is also
subordinate to the approximately $75,000,000 (plus accrued and unpaid dividends)
liquidation preference of the Company's outstanding $3.75 Convertible
Exchangeable Preferred Stock.
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.
-8-
<PAGE>
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 April 30, 1997, there were 74,276,387 shares of Common Stock
outstanding held by approxi mately 724 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.
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.
-9-
<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
April 30, 1997 by each Selling Stockholder. All of the Selling Stockholders
acquired the Shares offered hereby pursuant to the terms of Unit Purchase
Agreements entered into between the Company and the Selling Stockholders in
March and April 1997 in connection with the Private Placement. The Selling
Stockholders purchased a total of 3,685,440 Units at a price of $4.1875 per Unit
in the Private Placement. Each Unit consisted of one share of Common Stock and
a Warrant for the purchase of one-half share of Common Stock, at an exercise
price of $4.1875 per share (subject to adjustment), for each share of Common
Stock purchased in the Private Placement and held until December 31, 1997, such
Warrants to be issued promptly following the Warrant Determination Date.
The Unit Purchase Agreements require the Company to register with the
Commission the resale of all of all of the Shares acquired and acquirable under
the Unit Purchase Agreements. Due to (i) the ability of the Selling
Stockholders to determine independently when and whether they will sell the
Shares under the registration statement of which this Prospectus is a part and
(ii) the uncertainty as to how many Warrants will be issued and exercised, the
Company is unable to determine the exact number of Shares that will actually be
sold.
As of April 30, 1997 there were 20 Selling Stockholders, as set forth
below. Share 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>
% of Common
Stock To Be
Shares of Shares Held After Sale
Common Stock Potentially Other Assuming Full
Held as a Result Issuable Upon Shares Issuance and
of the Private Exercise of of Common Exercise of
Selling Stockholder Placement the Warrants Stock Owned(1) the Warrants
- -------------------- ----------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Capital Research and Management
Company on behalf of The
Growth Fund of America, Inc.........................1,125,000 562,500 1,332,202 1.8
President and Fellows of Harvard College............. 500,000 250,000 0 *
Oracle Partners, L.P................................. 478,000 239,000 0 *
Corner Bank Ltd...................................... 340,000 170,000 0 *
GSAM Oracle Fund, Inc................................ 305,000 152,500 0 *
Garo H. Armen........................................ 150,000/(2)/ 75,000/(3)/ 280,000/(4)/ *
Credit Suisse First Boston Corporation/(5)/.......... 120,000 60,000 0 *
Elliot Bossen........................................ 120,000 60,000 0 *
Carlo Salvi/(6)/..................................... 100,000 50,000 29,990,000/(7)/ 40.5
Quasar International Partners, C.V................... 95,000 47,500 0 *
Oracle Institutional Partners, C.V................... 77,000 38,500 0 *
Curran Partners L.P.................................. 50,000 25,000 0 *
Donald E. Panoz...................................... 50,000/(8)/ 25,000/(8)/ 600,000/(9)/ *
MedCap Corp. I....................................... 46,500 23,250 0 *
ProMed Partners, L.P................................. 43,000 21,500 0 *
Professional Edge Fund L.P........................... 25,000 12,500 0 *
James C. Blair, Ph.D................................. 24,000 12,000 103,629/(10)/ *
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Odin Partners L.P............................. 15,000 7,500 0 *
Whitney Emerging Growth and Value Fund........ 11,940 5,970 0 *
David F. Hale................................. 10,000 5,000 6,310/(11)/ 1.4
--------- ---------
3,685,440 1,842,720
</TABLE>
* Less than one percent.
(1) Includes shares of Common Stock owned by the Selling Stockholders which are
not covered by this Prospectus.
(2) Includes 75,000 shares held by Armen Partners, L.P. and 75,000 shares held
by Armen Partners Offshore Fund, Ltd.
(3) Includes 37,500 shares potentially issuable upon exercise of the Warrants
to each of Armen Partners, L.P. and Armen Partners Offshore Fund, Ltd.
(4) Includes 142,800 shares owned by Armen Partners, L.P., 91,800 shares held
by Armen Partners Offshore Fund, Ltd. and 45,400 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
all shares held by such entities except to the extent of his pecuniary
interest therein.
(5) Credit Suisse First Boston Corporation has in the past and may in the
future provide certain financial advisory Corporation services to the
Company for which it has received and may receive customary fees and
reimbursement of expenses.
(6) Mr. Salvi is Chairman of Sicor, a director of the Company and Chairman of
the Company's executive operating committee. Alco Chemicals, Ltd. ("Alco"),
a company wholly-owned by Mr. Salvi, acts as a sales agent for certain bulk
pharmaceutical product produced by Sicor, in exchange for a commission of
4% of sales. Additionally, Alco acts as a distributor for Sicor with
respect to certain other bulk pharmaceutical products pursuant to a series
of distribution agreements (the "Distribution Agreements"). The Company
intends to execute prior to June 30, 1997 an agreement (the "New Agency
Agreement") between the Company (or certain of its subsidiaries) and Alco
pursuant to which (i) each of the Distribution Agreements will formally
be cancelled, effective no later than June 30, 1997, and (ii) concurrent
with the effective date of such cancellation, Alco will be appointed as
a non-exclusive sales agent for certain bulk pharmaceutical products
produced by certain subsidiaries of the Company, in exchange for a
commission of 4% of sales. Thereafter, the parties will determine, from
time to time, those bulk pharmaceutical products which Alco will act
as a sales agent, which products will be set forth in an exhibit to the
New Agency Agreement.
(7) Includes 29,500,000 shares owned by Rakepoll Finance, a majority-owned
direct subsidiary of Karbona Industries Ltd., which is wholly-owned by Mr.
Salvi. Also includes 440,000 shares owned by Nora Real Estate S.A. and
50,000 shares owned by Alco, both of which are wholly-owned by Mr. Salvi.
(8) Includes 50,000 shares held by, and 25,000 shares potential issuable upon
the exercise of Warrant to, Fountainhead Holding Ltd.
(9) Includes 200,000 shares Mr. Panoz has the right to acquire within 60 days
of April 30, 1997 pursuant to the exercise of options. Also includes
300,000 shares which Mr. Panoz may have the right to acquire within 60 day
of April 30, 1997 pursuant to the exercise of options that vest upon the
attainment of certain corporate objectives. Mr. Panoz is Chairman of the
Company's Board of Directors.
-11-
<PAGE>
(10) Includes 15,811 shares which Dr. Blair has the right to acquire within 60
days of April 30, 1997 pursuant to the exercise of options and warrants.
Includes 1,125 shares beneficially owned by Domain Partners, L.P. Dr.
Blair is a General Partner of One Palmer Square Associates, L.P., the
general partner of Domain Partners, L.P. Includes 50,000 shares which
Domain Partners III, L.P. has the right to acquire within 60 days of April
30, 1997. Dr. Blair is a General Partner of One Palmer Square Associates
III, L.P., the general partner of Domain Partners III, L.P. Dr. Blair has
an indirect beneficial interest in these shares. Includes 1,509 shares
beneficially owned by Domain Associates Profit Sharing Plan. Includes
4,125 shares which Domain Associates has the right to acquire within 60
days of April 30, 1997 pursuant to the exercise of warrants. Dr. Blair is
a director of the Company.
(11) Includes 508,000 shares held by a trust as to which Mr. Hale has shared
voting and investment power, 54,000 shares held by Mr. Hale as custodian
for his minor children as to which Mr. Hale has sole voting and investment
power, and 350,579 shares which Mr. Hale has the right to acquire within 60
days of April 30, 1997 pursuant to the exercise of options and warrants.
Mr. Hale is President, Chief Executive Officer and a director of the
Company.
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. 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.
-12-
<PAGE>
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 consolidated financial statements of Rakepoll Holding
appearing in Gensia Sicor's Current Report on Form 8-K, as amended by Form 8-
K/A, dated February 28, 1997 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.
-13-
<PAGE>
<TABLE>
<S> <C>
====================================== ======================================
6,225,660 Shares
Common Stock
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 GENSIA SICOR INC.
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.
--------- ---------------
PROSPECTUS
---------------
---------------
MAY ___, 1997
====================================== =======================================
</TABLE>
<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..................... $ 6,250
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.......... 250
-------
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. 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 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-2
<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, May 19, 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 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 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 May 19, 1997
- ------------------------ Officer and Director (Principal
David F. Hale Executive Officer)
/s/ John W. Sayward Vice President, Finance, Chief May 19, 1997
- ------------------------ Financial Officer, and Treasurer
John W. Sayward (Principal Financial and Principal
Accounting Officer)
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Donald E. Panoz Chairman of the Board May 19, 1997
- ----------------------------
Donald E. Panoz
/s/ Jerry C. Benjamin Director May 19, 1997
- ----------------------------
Jerry C. Benjamin
/s/ James C. Blair, Ph. D. Director May 19, 1997
- ----------------------------
James C. Blair, Ph.D.
/s/ Michael D. Cannon Director May 19, 1997
- ----------------------------
Michael D. Cannon
/s/ Herbert J. Conrad Director May 19, 1997
- ----------------------------
Herbert J. Conrad
/s/ Carlo Salvi Director May 19, 1997
- ----------------------------
Carlo Salvi
/s/ Patrick D. Walsh Director May 19, 1997
- ----------------------------
Patrick D. Walsh
/s/ L. John Wilkerson, Ph. D. Director May 19, 1997
- -----------------------------
L. John Wilkerson, Ph.D.
</TABLE>
II-4
<PAGE>
<TABLE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
<C> <S>
3(i)/(1)/ Restated Certificate of Incorporation of Gensia Sicor
(3(i)).*
3(ii)/(1)/ Bylaws of Gensia Sicor (3(ii)).
4.1/(2)/ Form of Unit Purchase Agreement between Gensia Sicor
and the Selling Stockholders (4.1).
4.2/(3)/ 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).
____________________
(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 Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997.
(3) 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.
</TABLE>
<PAGE>
Exhibit 5.1
-----------
May 20, 1997
Gensia Sicor Inc.
9360 Towne Center Drive
San Diego, California 92121
Re: Registration Statement on Form S-3
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 5,528,160 shares of Common Stock, par value $.01 per share
(the "Common Stock"), of the Company to be offered and sold by certain
stockholders of the Company (the Selling Stockholders") of which 3,685,440
shares are currently issued and outstanding (the "Issued Shares") and up to
1,842,770 shares are issuable upon the exercise of Warrants to be issued to
certain Selling Stockholders promptly following December 31, 1997 in accordance
with the terms of certain Unit Purchase Agreements, dated as of March 27, 1997,
between the Company and the Selling Stockholders (the "Warrant Shares"). In
this regard we have participated in the preparation of a Registration Statement
on Form S-3 relating to such shares of Common Stock. Such Registration
Statement, as amended, is herein referred to as the "Registration Statement."
We are of the opinion that the Issued Shares to be offered and sold by the
Selling Stockholders have been duly authorized and legally issued, fully paid
and nonassessable and that the Warrant Shares to be offered and sold by the
Selling Stockholders have been duly authorized and, when issued and sold to the
Selling Stockholders by the Company in accordance with the terms of the Unit
Purchase Agreements, will be 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
1
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gensia Sicor Inc.
for the registration of 5,528,160 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, with respect to the
consolidated financial statements of Gensia Sicor Inc. 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
May 19, 1997
<PAGE>
EXHIBIT 23.2
------------
[LOGO OF KPMG]
The Board of Directors
Gensia Sicor Inc.
We consent to the inclusion 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 year period ended December 31, 1996, which report is incorporated by
reference in the Form S-3 of Gensia Sicor Inc. dated May 16, 1997.
Rotterdam, May 16, 1997
/s/ KPMG Accountants N.V.
Ref.: A. Vermaas
