<PAGE>
As filed with the Securities and Exchange Commission on August 28, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GENSIA SICOR INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0176647
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9360 Towne Centre Drive
San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED GENSIA SICOR INC. 1997 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Copy to:
DONALD E. PANOZ 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
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(949) 455-4700
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(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Title of Securities To Be Amount To Be Maximum Offering Aggregate Offering Amount of
Registered Registered (1) Price per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,000,000 shares $3.2969 $3,296,900 $973
value, including related
Series I Participating
Preferred Stock Purchase
Rights
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<FN>
(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 August 26, 1998.
</FN>
</TABLE>
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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 7 Pages
Exhibit Index Appears on Page 5.
<PAGE>
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
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General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on April 4, 1997 (File No. 333-24597) and October 27, 1997
(File No. 333-38815) are hereby incorporated by reference.
Incorporation of Certain Documents by Reference.
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Annual Report on Form 10-K (File No. 333-34565), as amended by Form
10-K/A, for the fiscal year ended December 31, 1997;
(2) Registrant's Quarterly Report on Form 10-Q (File No. 333-34565), for
the quarter ended March 31, 1998 and a Quarterly Report on Form 10-Q (File
No. 333-34565) for the quarter ended June 30, 1998;
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A (File No. 0-18549); and
(4) The description of the Preferred Stock Purchase Rights for Series I
Participating Preferred Stock, par value $.01 per share of the Registrant
contained in its Registration Statement on Form 8-A (File No. 0-18549).
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
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<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-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 August 12, 1998.
GENSIA SICOR INC.
By /s/ Donald E. Panoz
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Donald E. Panoz
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 Donald E. Panoz or John W. Sayward, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald E. Panoz President and Chief Executive August 12, 1998
- -------------------------------- Officer and Chairman of the
Donald E. Panoz Board of Directors (Principal
Executive Officer)
/s/ John W. Sayward Vice President, Finance, Chief August 12, 1998
- -------------------------------- Financial Officer and Treasurer
John W. Sayward (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael D. Cannon Executive Vice President and August 12, 1998
- -------------------------------- Director
Michael D. Cannon
Executive Vice President and August 12, 1998
- -------------------------------- Director
Carlo Salvi
/s/ Frank C. Becker Director August 12, 1998
- --------------------------------
Frank C. Becker
/s/ Herbert J. Conrad Director August 12, 1998
- --------------------------------
Herbert J. Conrad
/s/ Carlos A. Ferrer Director August 12, 1998
- --------------------------------
Carlos A. Ferrer
Director August 12, 1998
- --------------------------------
David F. Hale
</TABLE>
-4-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Pillsbury Madison & Sutro LLP regarding legality of
securities to be offered.
10.1(1) Amended and Restated Gensia Sicor Inc. 1997 Long-Term Incentive
Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
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(1) Incorporated by reference to Exhibit B of the Registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on April 30,
1998 (File No. 333-34565).
-5-
<PAGE>
Exhibit 5.1
August 27, 1998
Gensia Sicor Inc.
9360 Towne Centre Drive
San Diego, California 92121
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Gensia Sicor Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, relating to 1,000,000
shares of the Company's Common Stock issuable pursuant to the Company's Amended
and Restated 1997 Long-Term Incentive Plan (the "Plan"), it is our opinion that
such shares of the Common Stock of the Company, when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
E-01885 /s/ Pillsbury Madison & Sutro LLP
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<PAGE>
Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1997 Long-Term Incentive Plan
of Gensia Sicor Inc. of our report dated March 4, 1998 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, 1997, as filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
August 26, 1998
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