<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1998.
Registration No. 333-44563
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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.)
19 Hughes
Irvine, California 92618
(949) 455-4700
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
CARLO SALVI THOMAS E. SPARKS, JR., ESQ.
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Gensia Sicor Inc. P. O. Box 7880
19 Hughes San Francisco, CA 94120-7880
Irvine, California 92618 (415) 983-1000
(949) 455-4700
(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 Stockholder.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE REGISTRATION FEE(3)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 11,618,277(2) $5.40625 $62,811,310 $18,530
=========================================================================================================================
</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 price
reported on the Nasdaq National Market as of January 13, 1998.
(2) Includes 5,291,006 shares of Common Stock reserved for issuance upon
conversion of subordinated convertible notes and 3,872,759 shares of Common
Stock reserved for issuance upon the issuance and exercise of warrants.
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 such notes or warrants.
(3) Previously paid.
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 an offer to buy nor shall there by 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 NOVEMBER 5, 1998
GENSIA SICOR INC.
11,618,277 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
________
This Prospectus relates to shares (the "HCCP Shares") of Common Stock, par
value $.01 ("Common Stock"), of Gensia Sicor Inc. ("Gensia Sicor" or the
"Company") which may be offered for sale from time to time for the account of
Health Care Capital Partners, L.P. and its affiliate Health Care Executive
Partners, L.P (collectively "HCCP" or the "HCCP Selling Stockholder"). The
Shares are issuable by the Company to the HCCP Selling Stockholder upon
conversion of $20,000,000 in principal amount of 2.675% Subordinated Convertible
Notes due May 1, 2004 (the "Notes") and upon exercise of warrants for the
purchase of an aggregate of 2,645,503 shares of Common Stock at an exercise
price of $4.347 per share, subject to adjustment (the "HCCP Warrants," and
together with the Notes, the "Purchased Securities"). As of the date of this
Prospectus the principal amount of the Notes is convertible into 5,291,005
shares of Common Stock. Fifty percent of the HCCP Warrants are conditional
warrants that may not be exercised for three years from the date of issue and
will be canceled if the Company's Common Stock price exceeds certain levels
during the three-year period ending May 19, 2000. The Purchased Securities were
issued by the Company to the HCCP Selling Stockholder in a private placement
(the "HCCP Private Placement") on May 19, 1997.
In addition, this Prospectus covers the public offering, which is not being
underwritten, of 2,454,512 shares of Common Stock of Gensia Sicor held by
certain persons named in this Prospectus (the "Additional Selling Stockholders"
and, together with the HCCP Selling Stockholder, the "Selling Stockholders") and
up to an additional 1,227,256 shares of Common Stock issuable upon the exercise
of Warrants (the "Additional Warrants" and, together with the HCCP Warrants, the
"Warrants") to purchase Common Stock held by the Additional Selling Stockholders
(such 3,681,768 shares of Common Stock being collectively referred to herein as
the "Additional Shares" and, together with the HCCP Shares, as the "Shares").
The Additional Shares have been or may be issued by the Company in connection
with a private placement (the "December Private Placement" and, together with
the HCCP Private Placement, the "Private Placements") of 2,454,512 Units to
certain accredited investors in December 1997. Each Unit consists of one share
of Common Stock and an Additional Warrant for the purchase of one-half share of
Common Stock, at an exercise price of $7.34 per share (subject to adjustment).
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, 2005
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, INCLUDING SHARES
ISSUABLE UPON CONVERSION OF THE NOTES AND UPON EXERCISE OF THE WARRANTS, NOT THE
ISSUANCE OR TRANSFER OF THE NOTES OR THE WARRANTS THEMSELVES. NEITHER THE NOTES
NOR THE WARRANTS WILL BE LISTED ON ANY SECURITIES EXCHANGE OR QUOTED IN ANY
OVER-THE-COUNTER MARKET.
<PAGE>
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "GNSA." On November 3, 1998, the last reported sale price of the
Company's Common Stock on the Nasdaq National Market was $4.00.
The Shares are being offered on behalf of the Selling Stockholders, and
the Company will not receive any proceeds from the offering. The Shares may be
sold or distributed from time to time by the Selling Stockholders, or by
pledgees, donees or transferees of, or other successors in interest to, the
Selling Stockholders, directly to one or more purchasers (including pledgees) or
through brokers, dealers or underwriters who may act solely as agents or may
acquire Shares as principals, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated prices, or at
fixed prices, which may be changed. The distribution of the Shares may be
effected in one or more of the following methods: (i) ordinary brokers'
transactions, which may include long or short sales; (ii) transactions involving
cross or block trades or otherwise on the Nasdaq National Market; (iii)
purchases by brokers, dealers or underwriters as principal and resale by such
purchasers for their own accounts pursuant to this Prospectus; (iv) "at the
market" to or through market makers or into an existing market for the Common
Stock; (v) in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected through agents;
(vi) through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise); or (vii) any combination of the foregoing, or by
any other legally available means. In addition, the Selling Stockholders or
their successors in interest may enter into hedging transactions with broker-
dealers who may engage in short sales of Shares in the course of hedging the
positions they assume with the Selling Stockholders. The Selling Stockholders
or their successors in interest may also enter into option or other transactions
with broker-dealers that require the delivery by such broker-dealers of the
Shares, in which Shares may be resold thereafter pursuant to this Prospectus.
The Selling Stockholders or their successors in interest may also pledge shares
as collateral for margin accounts and such shares could be resold pursuant to
the terms of such accounts. See "Plan of Distribution."
All expenses (estimated to be $110,000) of the registration of the Common
Stock covered by this Prospectus will be borne by the Company pursuant to
preexisting agreements, except that the Company will not pay any Selling
Stockholder's underwriting discounts or selling commissions.
The Company will not receive any proceeds from the sale of the Shares. The
Selling Stockholders and any broker-dealers, agents or underwriters that
participate with the Selling Stockholders in the distribution of the Shares may
be determined to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the sale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
See "Selling Stockholders" and "Plan of Distribution."
______________
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 7 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 November __, 1998
-2-
<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, as amended, (Commission File No. 333-44563) 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 for the year ended December 31,
1997, as amended by Form 10-K/A (File No. 0-18549);
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
3. The Company's Report on Form 8-K dated November 14, 1997 and filed on
January 20, 1998.
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.
-3-
<PAGE>
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 (949) 455-
4700 to Gensia Sicor Inc., at the principal executive offices of the Company, 19
Hughes, Irvine, California 92618.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Some of the information presented in connection with this Prospectus,
including the information incorporated by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, including statements regarding, among other things, (i)
the Company's growth strategies; (ii) anticipated trends in the Company's
business and demographics; (iii) the Company's ability to continue to control
costs and maintain quality of products; (iv) the Company's ability to respond to
changes in regulations; and (v) the Company's ability to enter into contracts
with certain suppliers and customers. In addition, when used in this
Prospectus, the words "intends to," "believes," "anticipates," "expects" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, certain of which are beyond
the Company's control. Actual results could differ materially from these
forward-looking statements as a result of the factors described in "Risk
Factors" including, among others (a) changes in the industry as a result of
political, economic or regulatory influences; (b) changes in regulations
governing the industry, (c) changes in the competitive marketplace and (d)
continuing downward pressure on the prices of the Company's products. In light
of these risks and uncertainties, there can be no assurance that the forward-
looking information contained in this Prospectus will in fact transpire.
THE COMPANY
Gensia Sicor Inc. (formerly Gensia, Inc.) ("Gensia Sicor" or the "Company")
is a vertically integrated pharmaceutical company with expertise in the
development, manufacture and marketing of injectable pharmaceuticals and the
production of specialty bulk drug substances utilizing synthesis or
fermentation. On February 28, 1997 Gensia Sicor 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 Sicor de Mexico, S.A. de C.V. ("Sicor de Mexico"). In
addition, Sicor has acquired Diaspa S.p.A., an Italian company engaged in the
manufacture of certain raw materials used in Sicor's business. Gensia Sicor's
company offices are located in Irvine, California.
Gensia Sicor Pharmaceuticals, Inc. (formerly Gensia Laboratories, Ltd. and
herein referred to as "Gensia Sicor Pharmaceuticals" or "GSP") is a wholly owned
subsidiary of the Company located in Irvine, California. Prior to the
acquisition of Rakepoll Holding, GSP was the Company's primary operating unit.
GSP's business emphasis has been on the development, manufacture and marketing
of oncology, anesthesiology and other key multisource injectable pharmaceuticals
for the North American market. GSP is currently engaged in discussions with
other pharmaceutical companies in an effort to expand its product
-4-
<PAGE>
offerings to foreign markets. In addition, GSP provides contract manufacturing
support and services to a number of pharmaceutical and biotechnology
companies.
Sicor and Sicor de Mexico produce specialty bulk drug substances. Lemery
manufactures oral and injectable finished multisource drug products. The
specialty drug substances produced by Sicor and Sicor de Mexico are primarily
used in parenteral, topical and inhalation therapy products. Almost all of
these products 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 Sicor de Mexico'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 to certain countries in Central and South
America, North Africa, the Middle East and Eastern Europe.
Rakepoll Holding created a wholly owned subsidiary called Gensia Sicor de
Mexico during the third quarter of 1997. Gensia Sicor de Mexico is a service
company with 17 employees located in Mexico that provides administrative
services for Lemery and Sicor de Mexico. This service company enables Lemery and
Sicor de Mexico to utilize common administrative services, thus avoiding an
unnecessary duplication of resources.
Gensia Sicor also conducts basic pharmaceutical research at its San Diego
location through its Metabasis Therapeutics, Inc. subsidiary ("Metabasis").
Metabasis' basic research activities are funded primarily through collaborations
with other pharmaceutical companies. Metabasis receives contract research
revenues through its research collaborations with Pfizer Inc ("Pfizer") in the
area of pain management and with Sankyo Co. Ltd. ("Sankyo") for basic research
funding to discover and develop drugs for the treatment of non-insulin dependent
(Type II) diabetes. In December 1997, Sankyo made a $7.25 million equity
investment in Metabasis for approximately an 8% interest in Metabasis. Gensia
Sicor is continuing to pursue plans to establish Metabasis as an independent
company. Accomplishing this goal is dependent on obtaining additional
financing, certain third party consents and tax considerations.
In December 1997 Gensia Sicor divested an 81% interest in Gensia Automedics,
Inc. ("Automedics"). In anticipation of this divestiture, Gensia Sicor
transferred its licensed and proprietary medical products, including the
GenESA(R) System, Brevibloc, and the AutoHep(R) System to Automedics in exchange
for future royalty and milestone payments, and subordinated preferred shares of
Automedics. Subsequently, Automedics sold an equity interest representing
approximately 81% of Automedics to private investors for $6.0 million. Due to
the contingent nature of the potential royalty and milestone payments, Gensia
Sicor recorded a charge of approximately $11.5 million in the fourth quarter of
1997, including the write-off of approximately $7.3 million of intangible assets
related to the products transferred to Automedics. Gensia Sicor has agreed to
indemnify Automedics under certain circumstances. In addition, Gensia Sicor has
retained potential obligations under agreements which have been assigned to
Automedics, which obligations consist primarily of contractual commitments to
purchase GenESA System devices from Protocol Systems, Inc. in the amount of $3.4
million in 1998 and $4.3 million every year for the years 1999 to 2002.
-5-
<PAGE>
In April 1998 the Company and Automedics announced that they had determined
not to exercise an option granted by Gensia Clinical Partners, L.P. (the
"Partnership") to repurchase the technology associated with the GenESA System
and had informed Gensia Development Corporation, the general partner of the
Partnership of this decision. The decision was based on, among other things, the
lack of market acceptance of the GenESA(R) System since its U.S. market
introduction in October 1997 and its European market introduction in the second
quarter of 1995. Automedics has discontinued the promotion of the GenESA System
in the United States and in Europe.
Gensia Sicor and Automedics have informed Protocol Systems, Inc. ("Protocol
Systems"), that no additional GenESA System devices will be purchased under a
supply agreement (the "Supply Agreement") which provides for the purchase of
GenESA System devices through the year 2002. In July 1998, the Company was named
as a defendant in a complaint filed by Protocol Systems. The complaint alleges
breach of the Supply Agreement, and damages estimated at approximately $10.8
million, plus any amounts which Protocol Systems may owe to a third-party
vendor. Gensia Sicor believes that this claim fails to take into consideration a
number of important matters and thus Gensia Sicor intends to vigorously defend
this litigation. In addition, the Company assigned certain agreements with the
Partnership to Automedics during the divestiture. If Automedics fails to comply
with its obligations, under these agreements (which include, inter alia,
obligations to use its best efforts to market the GenESA System and to pay
royalties on sales of the GenESA System to the Partnership), the Company remains
liable for such obligations. The Company's obligation with respect to the
Partnership cannot be readily quantified as they relate to royalties on future
sales, and to potential damages should Automedics be held not to have fulfilled
its best efforts obligation, both of which are unknown. The ultimate outcome
with respect to the lawsuit could have a material adverse effect on the
Company's financial position, results of operations or cash flows.
-6-
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully before purchasing the shares of
Common Stock offered hereby.
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING; AMOUNT OF INTANGIBLE
ASSETS OBLIGATIONS RELATED TO GENESA SYSTEM
The Company anticipates that its current capital resources, commitments from
third parties, and efforts to reduce costs and expenses and working capital
requirements will enable it to maintain its current and planned operations
through at least 1998. The Company will continue to pursue equity, debt and
lease financing for its capital needs. In addition, the Company is seeking
additional funding for Metabasis. Financings may not be available on acceptable
terms, or at all. If the Company is unable to obtain additional financing, the
Company would reduce its capital expenditures, spending for the development of
new products and its workforce. Such reductions would have a material adverse
effect on the Company. In addition, at June 30, 1998 approximately $118
million of the Company's $356 million in assets constituted either intangibles
or goodwill. The Company may not be able to realize any value from these
intangible assets. Further, the Company has retained potential obligations under
agreements which were assigned to Automedics, which obligations could exceed $20
million.
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 June 30, 1998, Gensia
Sicor had an accumulated deficit of approximately $346 million. For the years
ended December 31, 1995, 1996 and 1997 and for the six months ended June 30,
1997 and 1998, Gensia Sicor had net losses applicable to common shares of $11.9
million, $51.8 million and $82.7 million, and $50.6 million and $7.4 million
respectively. Gensia Sicor may incur additional losses in the future. Although
Gensia Sicor has taken steps to decrease its losses, Gensia Sicor may never
achieve profitable operations.
COMPETITION
Gensia Sicor is engaged in a rapidly evolving field. Competition from large
pharmaceutical companies, biotechnology companies and other companies is intense
and expected to increase. Many of these companies have substantially greater
resources and experience in developing, manufacturing and marketing
pharmaceutical products than Gensia Sicor. These competitors may 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. Gensia Sicor may not 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 its production
capability. During 1995 through 1997, a number of competitors received FDA
-7-
<PAGE>
approval to market injectable etoposide, which was one of GSP's most important
products in 1994 and 1995. Competition resulting from these approvals caused
the average selling prices (based on industry data) of etoposide 20 mg/ml 5ml
vials to go from approximately $100 a unit in early 1994, to an average selling
price of approximately $9 a unit in late 1997. As a result GSP's gross margins
in 1997 on etoposide were less than 10% of what they were in 1995.
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.
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 operations.
UNCERTAINTY OF ABILITY TO OPERATE WITHOUT INFRINGING ON PATENTS AND PROPRIETARY
TECHNOLOGY OF OTHERS
The success of Gensia Sicor will depend, in part, on its ability to maintain
trade secret protection and operate without infringing on the proprietary rights
of third parties. The patents of others may have an adverse effect on the
ability of Gensia Sicor to commercialize its products. Litigation, which could
result in substantial cost to the Company, may be necessary to determine the
scope and validity of the proprietary rights of third parties. If any of the
Company's products are found to infringe upon patents or other rights owned by
third parties, 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. Gensia Sicor may not have
sufficient funds 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.
-8-
<PAGE>
DEPENDENCE UPON SUCCESSFUL INTEGRATION OF GENSIA SICOR, SICOR, LEMERY, SICOR DE
MEXICO AND DIASPA S.P.A.
The success of the acquisition of Sicor, Lemery, Sicor de Mexico and Diaspa
S.p.A. depends 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 these businesses 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. The operations,
managements or personnel of the combining companies may not be compatible and
Gensia Sicor may 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
Company took a special charge of $3.2 million in the third quarter of 1997 to
reserve for corporate and employee relocation and severance costs as a result of
the Company moving its headquarters to Irvine, California. Any 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
Company.
POTENTIAL INABILITY TO OBTAIN RAW MATERIALS OR MANUFACTURE PRODUCTS
Gensia Sicor depends on third party manufacturers for bulk raw materials for
certain of 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, GSP 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.
The products of Gensia Sicor may not be considered cost effective and
reimbursement to the consumer may not be available or may not 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.
-9-
<PAGE>
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. Sicor, at June 30,
1998, had recorded a reserve of approximately $1.1 million, which represented
management's estimate of product rework costs, attorneys' costs and other
settlement costs. Actual costs to be incurred in relation to the ultimate
settlement may vary from the amount estimated.
UNCERTAINTY REGARDING MEXICAN ECONOMIC FACTORS, GOVERNMENT POLICIES AND
INFLATION
The Mexican government has exercised and continues to exercise significant
influence over many aspects of the Mexican economy. Accordingly, Mexican
government actions could have a significant effect on Lemery and Sicor de
Mexico, and on market conditions and prices in Mexico. A large portion of the
finished multisource drug products manufactured by Lemery are sold to the
national health program in Mexico. The national health program in Mexico may
not continue purchasing product from Lemery. In addition, although the Mexican
government has to date paid Lemery on a timely basis, this payment pattern may
not continue in the future. Further, on a cumulative basis, the inflation rate
has exceeded 100% in Mexico over the three-year period ended December 1997.
Actions by the Mexican government, future developments in the Mexican economy
and Mexico's political, social or economic situation may adversely affect the
operations of Lemery and Sicor de Mexico.
RISKS RELATED TO INTERNATIONAL OPERATIONS
During 1995 and 1996 a significant percentage of the revenues of each of
Sicor, Lemery, Sicor de Mexico, and Diaspa S.p.A. 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. Gensia Sicor may experience material
adverse developments with respect to its operations outside of Western Europe,
Japan and the United States and such developments, if they were to occur, may
have a material adverse effect on the results of operations and financial
condition 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. Gensia Sicor may not be able to comply with all applicable laws and
regulations and such laws and regulations may 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. Sicor may incur liabilities beyond the
limits or outside the coverage of its insurance and Sicor may not be able to
maintain such insurance on acceptable terms, or at all.
-10-
<PAGE>
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 Common Stock (representing as of
September 30, 1998 approximately 37% of all outstanding shares of Common Stock)
and, pursuant to the Shareholder's Agreement, dated as of November 12, 1996, as
amended, by and between Gensia Sicor and Rakepoll Finance, has designated three
of Gensia Sicor's eight directors, who in turn designated (jointly with three
executive officer directors of Gensia Sicor) four additional directors. In
addition, the consent of the Rakepoll Finance designated directors is required
for Gensia Sicor to take certain actions, such as a merger or sale of all or
substantially all of the business or assets of Gensia Sicor and certain
issuances of securities. As a result of its ownership of Gensia Sicor Common
Stock, Rakepoll Finance may be able to control substantially all matters
requiring approval by the stockholders of Gensia Sicor, including the election
of directors and the approval of mergers or other business combination
transactions. Further, Archimica S.p.A., an Italian bulk pharmaceutical company
which was partly owned by Carlo Salvi, the controlling shareholder of Rakepoll
Finance, purchased a 50% beneficial interest in Diaspa S.p.A. in December 1997.
Mr. Salvi sold his interest in Archimica in July 1998. Gensia Sicor also
acquired a 50% interest in Diaspa S.p.A. in December 1997, and subsequently
acquired the remaining 50% interest from Archimica.
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
October 1998, the Company has approximately $7.5 million in undeclared
cumulative preferred dividends on such Convertible Preferred Stock. The Company
has made quarterly cash dividend payments in the aggregate amount of $4.5
million on the Convertible Preferred Stock in 1998. 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.
-11-
<PAGE>
SUBORDINATION OF COMMON STOCK TO NOTES AND PREFERRED STOCK
The Company's Common Stock is 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 $80,000,000 (plus accrued and
unpaid dividends) liquidation preference of the Company's outstanding $3.75
Convertible Exchangeable Preferred Stock. If the Company were to cease
operations and liquidate its assets, there can be no assurance that there would
be any remaining value available for distribution to the holders of Common Stock
after providing for the above liquidation preferences.
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.
-12-
<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 September 30, 1998, there were 79,644,987 shares of Common Stock
outstanding held by approximately 896 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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby.
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.
-13-
<PAGE>
SELLING STOCKHOLDERS
Up to 7,936,509 shares of Common Stock are being registered pursuant to the
terms of the Registration Rights Agreement entered into as of May 19, 1997, as
amended, by the Company and the HCCP Selling Stockholder in connection with the
HCCP Private Placement.
The following table sets forth the names of the HCCP Selling Stockholder,
the aggregate number of shares of Common Stock identified by the HCCP Selling
Stockholder as being beneficially owned by it as of September 30, 1998, and
the aggregate number of shares of Common Stock that may be sold by it
hereunder:
<TABLE>
<CAPTION>
Common Stock
To Be Held After Sale
Shares of Common Assuming Full
Stock Issuable Upon Shares Potentially Other Shares of Issuance, Conversion
Name and Address of Conversion of the Issuable Upon Exercise Common Stock and Exercise of the
Beneficial Owner Purchased Securities of the HCCP Warrants Owned Purchased Securities
- -------------------------------------- -------------------- ---------------------- --------------- ---------------------
<S> <C> <C> <C> <C>
Health Care Capital Partners, L.P. 5,080,688 2,540,344 0 0
Health Care Executive Partners, L.P. 210,318 105,159 0 0
The Mill
10 Glenville Street
Greenwich, CT 06831
</TABLE>
There has been no material relationship between the HCCP Selling Stockholder and
the Company in the past three years except (i) as a result of ownership of the
Purchased Securities and (ii) by way of Mr. Carlos A. Ferrer's, in his capacity
as a Member of Ferrer Freeman Thompson & Co. LLC, the general partner of HCCP,
being a director on the Board of Directors of the Company.
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
September 30, 1998 by each Additional Selling Stockholder. All of the Additional
Selling Stockholders acquired the Additional Shares offered hereby pursuant to
the terms of Unit Purchase Agreements entered into between the Company and the
Selling Stockholders in December 1997 in connection with the December Private
Placement. The Additional Selling Stockholders purchased a total of 2,454,512
Units at a price of $5.8742 per Unit in the December Private Placement. Each
Unit consists of one share of Common Stock and an Additional Warrant for the
purchase of one-half share of Common Stock, at an exercise price of $7.34 per
share (subject to adjustment). Donald E. Panoz, Chairman of the Board of the
Company; Carlo Salvi, President and Chief Executive Officer and a Director of
the Company; John Sayward, Executive Vice President, Finance, Chief Financial
Officer and Treasurer and a Director of the Company; and David Dreyer, Vice
President, Corporate Controller of the Company are Additional Selling
Stockholders.
The Unit Purchase Agreements require the Company to register with the
Commission the resale of all of the Additional Shares acquired and acquirable
under the Unit Purchase Agreements. Due to (i) the ability of the Additional
Selling Stockholders to determine independently when and whether they will sell
the Additional Shares under the registration statement of which this Prospectus
is a part and (ii) the uncertainty as to how many Additional Warrants will be
issued and exercised, the Company is unable to determine the exact number of
Additional Shares that will actually be sold.
-14-
<PAGE>
As of September 30, 1998 there were 16 Additional 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>
Other Shares of % of Common
Shares Common Stock Stock to be
Shares of Potentially Owned(1) Prior Held After Sale
Common Stock Issuable Upon to and to be Assuming Full
Held as a Result Exercise of Owned Subsequent Issuance and
of the Private the Additional to the Comple- Exercise of the
Additional Selling Stockholders Placement Warrants tion of Offering Additional Warrants
- ----------------------------------------------------- ---------------- -------------- ------------------- --------------------
<S> <C> <C> <C>
The Dresdner RCM Small Cap Fund, a Series
of Dresdner RCM Capital Funds, Inc................... 663,300 331,650 9,300 *
Entities Affiliated with Oracle Partners, L.P.(2).... 510,708 255,354 1,380,000 1.7%
Agnes Varis.......................................... 170,236 85,118 0 0
Agnes Varis and Karl Leichtman as Joint Tenants...... 43,000 21,500 20,000 *
Stephanie A. Gallo 1990 Family Trust................. 57,000 28,500 0 0
Ernest J. Gallo 1991 Family Trust.................... 57,000 28,500 0 0
Joseph C. Gallo 1994 Family Trust.................... 57,000 28,500 0 0
M.S.B. Research...................................... 100,000 50,000 502,220(3) *
Curran Partners L.P.................................. 60,000 30,000 75,000(4) *
John P. Curran....................................... 10,214 5,107 0 0
Ewa Lipton........................................... 12,767 6,383 0 0
Fountainhead Holdings Ltd............................ 340,472 170,236 25,000(5) *
Carlo Salvi(6)....................................... 340,472 170,236 30,400,000(7) 37.0%
Donald E. Panoz...................................... 13,832 6,916 710,000(8) *
John Sayward......................................... 10,000 5,000 63,311(9) *
David C. Dreyer...................................... 8,511 4,255 15,707(10) *
</TABLE>
__________
* Less than one percent.
(1) Includes shares of Common Stock owned by the Additional Selling
Stockholders which are not covered by this Prospectus.
(2) Includes shares issued and issuable to Oracle Partners, L.P. and affiliated
limited partnerships, of which Larry N. Feinberg is the managing general
partner and over which Mr. Feinberg has voting and investment power. This
information is as of December 31, 1997.
(3) Includes 63,750 shares held by M.S.B. Research, 61,200 shares held by
Hanover Associates LLC and 395,250 shares held by Mark S. Berg. Mr. Berg
has voting and investment power over the shares held by M.S.B. Research and
shares voting and investment power over shares held by Hanover Associates
LLC.
(4) Includes 25,000 shares subject to a warrant exercisable within 60 days of
September 30, 1998.
(5) Includes 25,000 shares subject to a warrant exercisable within 60 days of
September 30, 1998.
-15-
<PAGE>
(6) Mr. Salvi is Chairman of Sicor and a Director and President and Chief
Executive Officer of the Company. Alco Chemicals, Ltd. ("Alco"), a company
wholly owned by Mr. Salvi, acts as a sales agent for certain bulk
pharmaceutical products produced by Sicor, in exchange for a commission of
4% of sales. Additionally, Alco acts as a non-exclusive sales agent for
Sicor for certain bulk pharmaceutical products produced by certain
subsidiaries of the Company, in exchange for a commission of 4% of sales.
The parties determine, from time to time, those bulk pharmaceutical
products for which Alco will act as a sales agent. Further, Archimica
S.p.A., in which Mr. Salvi previously had a 50% beneficial ownership
interest, acquired a 50% beneficial interest in Diaspa S.p.A. in December
1997. Gensia Sicor also acquired a 50% beneficial ownership interest in
Diaspa S.p.A., which is an Italian pharmaceutical company specializing in
bulk fermentation products. The Company subsequently acquired the remaining
50% interest from Archimica.
(7) Includes 29,500,000 shares owned by Rakepoll Finance, a majority-owned
direct subsidiary of Korbona Industries Ltd., which is wholly owned by Mr.
Salvi. Also includes (i) 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
and (ii) 50,000 shares subject to a warrant exercisable within 60 days of
September 30, 1998.
(8) Includes (i) 200,000 shares Mr. Panoz has the right to acquire within 60
days of September 30, 1998 pursuant to the exercise of vested options and
(ii) 25,000 shares subject to a warrant exercisable within 60 days of
September 30, 1998. Also includes 300,000 shares which Mr. Panoz may have
the right to acquire within 60 days of September 30, 1998 pursuant to the
exercise of options that vest upon the attainment of certain corporate
objectives. Mr. Panoz is Chairman of the Board of Directors of the
Company.
(9) Includes 53,645 shares Mr. Sayward has the right to acquire within 60 days
of September 30, 1998 pursuant to the exercise of options. Mr. Sayward is
Executive Vice President, Finance, Chief Financial Officer and Treasurer
and a Director of the Company.
(10) Includes 9,707 shares which Mr. Dreyer has the right to acquire within 60
days of September 30, 1998. Mr. Dreyer is Vice President, Corporate
Controller of the Company.
PLAN OF DISTRIBUTION
The Shares are being offered on behalf of the Selling Stockholders, and the
Company will not receive any proceeds from the offering. The Shares may be sold
or distributed from time to time by the Selling Stockholders, or by pledgees,
donees or transferees of, or other successors in interest to, the Selling
Stockholders, directly to one or more purchasers (including pledgees) or through
brokers dealers or underwriters who may act solely as agents or may acquire
Shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. The distribution of the Shares may be effected in
one or more of the following methods: (i) ordinary brokers' transactions, which
may include long or short sales; (ii) transactions involving cross or block
trades or otherwise on the Nasdaq National Market; (iii) purchases by brokers,
dealers or underwriters as principal and resale by purchasers for their own
accounts pursuant to this Prospectus; (iv) "at the market" to or through market
makers or into an existing market for the Common Shares; (v) in other ways not
involving market makers or established trading markets, including direct sales
to purchasers or sales effected through agents; (vi) through transactions in
options, swaps or other derivatives (whether exchange-listed or otherwise); or
(vii) any combination of the foregoing, or by any other legally available means.
In addition, the Selling Stockholders or their successors in interest may enter
into hedging transactions with broker-dealers who may engage in short sales of
Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders or its successors in interest may also
enter into option or other transactions with broker-dealers that require the
delivery by such broker-dealers of the Shares, in which Shares may be resold
thereafter pursuant to this Prospectus. The Selling Stockholders or their
successors in interest may also pledge shares as collateral for margin accounts
and such shares could be resold pursuant to the terms of such accounts.
Brokers, dealers, underwriters or agents participating in the distribution
of the Shares as agents may receive compensation in the form of commissions,
discounts or concessions from the Selling Stockholders and/or purchasers of the
Shares for whom such broker-dealers may act as agent, or to whom they may sell
as principal, or both (which compensation as to a particular broker-dealer may
be less than or in excess of customary commissions). The Selling Stockholders
and any broker-dealers who act in connection with the sale of Shares hereunder
may be deemed to be "Underwriters" within the meaning of the Securities Act, and
any commissions they receive and proceeds of any sale of Shares may be deemed to
be underwriting discounts and commission under the Securities Act. Neither the
Company nor the Selling Stockholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangement between the Selling
Stockholders, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the Shares.
There can be no assurance that any of the Shares will be sold by the Selling
Stockholders. To the extent required, (i) the Shares to be sold hereby, (ii)
the name of the Selling Stockholders, (iii) the purchase price, (iv) the
-16-
<PAGE>
name of any such agent, dealer or underwriter, (v) any applicable commissions,
discounts or other terms constituting compensation with respect to a particular
offer, (vi) disclosure that such broker or dealer did not conduct any
investigation to verify information set out or incorporated by reference in this
Prospectus and (vii) other facts material to the transaction will be set forth
in an accompanying Prospectus Supplement.
All expenses (estimated to be $110,000) of the registration of the Common
Stock covered by this Prospectus will be borne by the Company pursuant to
preexisting agreements, except that the Company will not pay any Selling
Stockholder's underwriting discounts or selling commissions.
The Company has agreed to indemnify the Selling Stockholders against certain
liabilities in connection with this registration, including liabilities under
the Securities Act.
In order to comply with certain states securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares 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 and has an option to acquire an
additional 25,000 shares of Common Stock.
EXPERTS
The consolidated financial statements of Gensia Sicor Inc. appearing in
Gensia Sicor Inc.'s Annual Report (Form 10-K) for the year ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
-17-
<PAGE>
<TABLE>
=========================================================== ===========================================================
<S> <C>
No dealer, salesperson or any other person has 11,618,277 Shares
been authorized to give any information or to make
any representation not contained in this Prospectus in Common Stock
connection with the offer made by this Prospectus
and, if given or made, such information or represen
tation must not be relied upon as having been autho
rized by the Company or the Selling Stockholders.
This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities other
than the registered securities to which it relates, or an GENSIA SICOR INC.
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
________________
TABLE OF CONTENTS
Page
----
Available Information........................... 3
Documents Incorporated by Reference............. 3
Special Note Regarding Forward-Looking
Information.................................. 4
The Company..................................... 4
Risk Factors.................................... 7 ________________
Capital Stock................................... 13
Use of Proceeds................................. 13
Income Tax Considerations....................... 13
Selling Stockholders............................ 14
Plan of Distribution............................ 16 November __, 1998
Legal Matters................................... 17
Experts......................................... 17
=========================================================== ===========================================================
</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.
Amount
--------
SEC registration fee................. $ 18,530
Blue Sky fees and expenses........... 1,000
Accounting fees and expenses......... 10,000
Legal fees and expenses.............. 50,000
Registrar and transfer agent's fees.. 5,000
NNM listing fee...................... 17,500
Miscellaneous fees and expenses...... 7,970
--------
Total........................... $110,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employee or agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Delaware GCL provides that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.
Article IX of the Company's Restated Certificate of Incorporation provides
for indemnification of the Company's directors, officers, employees and other
agents to the maximum extent permitted by law.
As permitted by Sections 102 and 145 of the Delaware GCL, the Company's
Restated Certificate of Incorporation eliminates a director's personal liability
for monetary damages to the Company and its stockholders arising from a breach
or alleged breach of such director's fiduciary duty, except for liability under
Section 174 of the Delaware GCL or liability for any breach of the director's
duty of loyalty to the Company or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
or for any transaction from which the director derived an improper personal
benefit.
In addition, the Company has entered into separate indemnification
agreements with its directors and officers that will require the Company, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers to the fullest extent
not prohibited by law.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT*
------ -----------------------
<S> <C>
4.1(1) Securities Purchase Agreement, dated May 1, 1997, by and between
the Company and HCCP (4.2).
4.2(1) Registration Rights Agreement, dated May 19, 1997, by and
between the Company and HCCP (4.3).
4.2(3) Form of Amendment No. 1 to Registration Rights Agreement, dated
as of January 20, 1998, by and between the Company and HCCP.
4.4(1) Form of 2.675% Subordinated Convertible Notes due May 1, 2004,
issued to certain affiliates of HCCP (4.4).
4.5(1) Form of Common Stock Purchase Warrant, dated May 19, 1997,
issued to certain affiliates of HCCP (4.5).
4.6(3) Form of Unit Purchase Agreement between Gensia Sicor and the
Additional Selling Stockholders.
4.7(2) Form of Certificate for Gensia Sicor Inc. Common Stock with
Rights Legend (4.1).
5.1(3) Opinion of Pillsbury Madison & Sutro LLP regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.3(3) Consent of Pillsbury Madison & Sutro LLP (included in its
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1(3) Power of Attorney (see page II-4).
</TABLE>
___________________
* Parenthetical references after description of exhibits relate to the
exhibit number under which exhibits were initially filed.
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 (No. 0-18549).
(2) Incorporated by reference to the Company's Registration Statement on Form
S-4 (No. 33-94778).
(3) Previously filed.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
II-2
<PAGE>
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-3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of California, November
5, 1998.
GENSIA SICOR INC.
By /s/ John W. Sayward
---------------------------------------
John W. Sayward
Executive Vice President, Finance,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to 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>
* President and Chief Executive November 5, 1998
- -------------------------- Officer (Principal Executive
Carlo Salvi Officer) and Director
/s/ John W. Sayward Executive Vice President, November 5, 1998
- -------------------------- Finance, Chief Financial
John W. Sayward Officer, and Treasurer
(Principal Financial and
Principal Accounting
Officer) and Director
* Chairman of the Board November 5, 1998
- --------------------------
Donald E. Panoz
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ----------- ----- ----
<S> <C> <C>
Director
- --------------------------
Frank C. Becker
* Director November 5, 1998
- --------------------------
Michael D. Cannon
* Director November 5, 1998
- --------------------------
Herbert J. Conrad
* Director November 5, 1998
- --------------------------
Carlos A. Ferrer
* Director November 5, 1998
- --------------------------
David F. Hale
* /s/ John W. Sayward
- --------------------------
John W. Sayward
Attorney-In-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT*
- ------ -----------------------
<S> <C>
4.1(1) Securities Purchase Agreement, dated May 1, 1997, by and between
the Company and HCCP (4.2).
4.2(1) Registration Rights Agreement, dated May 19, 1997, by and
between the Company and HCCP (4.3).
4.2(3) Form of Amendment No. 1 to Registration Rights Agreement, dated
as of January 20, 1998, by and between the Company and HCCP.
4.4(1) Form of 2.675% Subordinated Convertible Notes due May 1, 2004,
issued to certain affiliates of HCCP (4.4).
4.5(1) Form of Common Stock Purchase Warrant, dated May 19, 1997,
issued to certain affiliates of HCCP (4.5).
4.6(3) Form of Unit Purchase Agreement between Gensia Sicor and the
Additional Selling Stockholders.
4.7(2) Form of Certificate for Gensia Sicor Inc. Common Stock with
Rights Legend (4.1).
5.1(3) Opinion of Pillsbury Madison & Sutro LLP regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.3(3) Consent of Pillsbury Madison & Sutro LLP (included in its
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1(3) Power of Attorney (see page II-4).
</TABLE>
__________
* Parenthetical references after description of exhibits relate to the
exhibit number under which exhibits were initially filed.
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 (No. 0-18549).
(2) Incorporated by reference to the Company's Registration Statement on Form
S-4 (No. 33-94778).
(3) Previously filed.
<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
Amendment No. 2 to the Registration Statement (Form S-3) 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 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, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
October 30, 1998
