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As filed with the Securities and Exchange Commission on October 6, 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 (I.R.S. Employer Identification No.)
of 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)
DAVID F. HALE
President and Chief Executive Officer
Gensia Sicor Inc.
9360 Towne Centre Drive
San Diego, California 92121
(619) 546-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
THOMAS E. SPARKS, JR., ESQ.
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
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: [X] 333-35719
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: [ ]
_______________
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum aggregate
securities to be registered offering price(1) Amount of registration fee
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<S> <C> <C>
Common Stock, $.01 par value $750,000 $228
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Gensia Sicor Inc. (the "Company"), pursuant to Rule 462(b) under the
Act. This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (File No. 333-35719) relating to the
registration for resale of up to $5,322,500 worth of Common Stock of the
Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on October 7, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on October 7, 1997.
<PAGE>
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-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, September 30, 1997.
GENSIA SICOR INC.
By /s/ David F. Hale*
-------------------------------
David F. Hale
President and
Chief Executive Officer
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ David F. Hale* President, Chief Executive Officer September 30, 1997
- -------------------------- and Director (Principal Executive Officer)
David F. Hale
/s/ John W. Sayward Vice President, Finance, Chief September 30, 1997
- -------------------------- Financial Officer, and Treasurer
John W. Sayward (Principal Financial and Principal
Accounting Officer)
/s/ Donald E. Panoz* Chairman of the Board September 30, 1997
- ---------------------------
Donald E. Panoz
/s/ James C. Blair, Ph.D.* Director September 30, 1997
- ----------------------------
James C. Blair, Ph.D.
/s/ Michael D. Cannon* Director September 30, 1997
- ----------------------------
Michael D. Cannon
/s/ Herbert J. Conrad* Director September 30, 1997
- ----------------------------
Herbert J. Conrad
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Carlos A. Ferrer* Director September 30, 1997
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Carlos A. Ferrer
/s/ Carlo Salvi* Director September 30, 1997
- ----------------------------
Carlo Salvi
/s/ Patrick D. Walsh* Director September 30, 1997
- ----------------------------
Patrick D. Walsh
/s/ L. John Wilkerson, Ph.D.* Director September 30, 1997
- ------------------------------
L. John Wilkerson, Ph.D.
By: /s/ John W. Sayward
--------------------------
John W. Sayward
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
Number Description of Document
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<C> <S>
5.1 Opinion of Pillsbury Madison & Sutro LLP regarding the legality of
the securities being offered.
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 opinion
filed as Exhibit 5.1 to this Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
October 6, 1997
Gensia Sicor Inc.
9360 Towne Center Drive
San Diego, California 92121
Re: Registration Statement on Form S-3 (File No. 333-35719) and
Registration Statement filed pursuant to Rule 462(b) under the
Securities Act for the same offering (the "Registration
Statements")
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 the resale of 814,248 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company, to be issued as a milestone
payment by the Company to the limited partners of Gensia Clinical Partners, L.P.
(the "Selling Stockholders"). In this regard we have participated in the
preparation of the Registration Statements relating to such shares of Common
Stock.
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 Statements and to the use of our name under the caption "Legal
Matters" in the Registration Statements 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 filed pursuant to Rule 462(b) and
related Prospectus of Gensia Sicor Inc. for the registration of 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/A) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
September 30, 1997
<PAGE>
EXHIBIT 23.2
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 year period ended December 31, 1996, which report is
incorporated by reference in the Form S-3 of Gensia Sicor Inc. and to the
reference to our firm under the heading "Experts" in the prospectus.
Rotterdam, October 2, 1997
/s/ KPMG Accountants NV
Ref.: A. Vermaas
