<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SICOR INC. (Formerly 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
------------------ -------------------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED SICOR INC. EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------------------------
(Full title of the plan)
Copy to:
WESLEY N. FACH THOMAS E. SPARKS, JR.
Vice President, Senior Legal Counsel Pillsbury Madison & Sutro LLP
and Secretary P.O. Box 7880
SICOR Inc. San Francisco, CA 94120
19 Hughes (415) 983-1000
-------------------
Irvine, California 92618
(949) 455-4700
--------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Securities To Be Amount To Be Maximum Offering Aggregate Offering Registration
Registered Registered (1) Price per Share (2) Price (2) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 100,000 shares $4.266 $426,600 $118.60
value, including related
Series I Participating
Preferred Stock Purchase
Rights
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, upon the average of the high and low prices as
reported on the Nasdaq National Market on July 12, 1999.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
Page 1 of 7 Pages
Exhibit Index Appears on Page 5
<PAGE>
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
------------------------------------------------------------------
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 May 22, 1992 (File No. 33-47203), July 28, 1995 (File No.
33-95114), August 26, 1997 (File No. 333-10653), October 27, 1997 (File No. 333-
38811) and August 28, 1998 (File No. 333-62459) are hereby incorporated by
reference.
Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Registrant with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(1) Annual Report on Form 10-K (File No. 0-18549), for the fiscal year
ended December 31, 1998;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A; 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 Registrant's Registration Statement on Form 8-A.
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.
-2-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on June 16, 1999.
SICOR INC.
By /s/ Carlo Salvi
--------------------------------
Carlo Salvi
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carlo Salvi, John W. Sayward or Wesley N. Fach,
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/ Carlo Salvi President, Chief Executive Officer June 16, 1999
- --------------------------
Carlo Salvi
and Director (Principal Executive
Officer
/s/ John W. Sayward Director and Executive Vice June 16, 999
- --------------------------
John W. Sayward President, Finance, Chief Financial
Officer and Treasurer (Principal
Financial Officer and Principal
Accounts Officer)
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
__________________________ Chairman of the Board of _____________
Donald E. Panoz Directors
/s/ Frank C. Becker Director June 16, 1999
- --------------------------
Frank C. Becker
/s/ Michael D. Cannon Director June 16, 1999
- ---------------------------
Michael D. Cannon
__________________________ Director _____________
GianPaolo Colla
__________________________ Director _____________
Herbert J. Conrad
/s/ Carlos a. Ferrer Director June 16, 1999
- --------------------------
Carlos A. Ferrer
__________________________ Director _____________
Carlo Ruggeri
</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 Amended and Restated SICOR Inc. Employee Stock Purchase 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).
-5-
<PAGE>
Exhibit 5.1
July 15, 1999
SICOR Inc.
19 Hughes
Irvine, CA 92618
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed
by SICOR Inc. (formerly Gensia Sicor Inc.), a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, relating to 100,000 shares of the Company's Common Stock issuable
pursuant to the Company's Amended and Restated Employee Stock Purchase 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
PILLSBURY MADISON & SUTRO LLP
-6-
<PAGE>
EXHIBIT 10.1
GENSIA SICOR INC.
-----------------
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------
SECTION 1. PURPOSE OF THE PLAN.
--------- -------------------
The Plan was established effective as of July 1, 1992, subject to the
approval of the Company's stockholders. The purpose of the Plan is to provide
Eligible Employees with an opportunity to increase their proprietary interest in
the success of the Company by purchasing Stock from the Company on favorable
terms and to pay for such purchases through payroll deductions. The Plan was
restated and amended by the Board of Directors effective February 22, 1996, June
20, 1997, April 17, 1998 and February 10, 1999. The Plan is intended to qualify
under section 423 of the Internal Revenue Code of 1986, as amended.
SECTION 2. ADMINISTRATION OF THE PLAN.
--------- --------------------------
(a) The Committee. The Plan shall be administered by the Committee.
-------------
The interpretation and construction by the Committee of any provision of the
Plan or of any right to purchase Stock granted under the Plan shall be
conclusive and binding on all persons.
(b) Rules and Forms. The Committee may adopt such rules and forms
---------------
under the Plan as it considers appropriate.
SECTION 3. ENROLLMENT AND PARTICIPATION.
--------- ----------------------------
(a) Participation Periods. While the Plan is in effect, there shall
---------------------
be two Participation Periods in each calendar year, consisting of the six-month
periods commencing on each January 1 and July 1.
(b) Enrollment. Any individual who, on the date preceding the first
----------
day of a Participation Period, qualifies as an Eligible Employee may elect to
become a Participant in the Plan for such Participation Period by executing the
enrollment form prescribed for this purpose by the Committee. The enrollment
form shall be filed with the Company not later than the last working day prior
to the commencement of such Participation Period.
(c) Duration of Participation. Once enrolled, a Participant shall
-------------------------
continue to participate in the Plan for each succeeding Participation Period
until he or she discontinues contributions, withdraws from the Plan or ceases to
be an Eligible Employee. A Participant who discontinues contributions under
Section 4(d) or withdraws from the Plan under Section 5(a) may again become a
Participant, if he or she then is an Eligible Employee, by following the
procedure described in Subsection (b) above.
SECTION 4. EMPLOYEE CONTRIBUTIONS.
--------- ----------------------
(a) Frequency of Payroll Deductions. A Participant may purchase
-------------------------------
shares of Stock under the Plan solely by means of payroll deductions. Payroll
deductions, as designated by the Participant pursuant to Subsection (b) below,
shall commence with the first payday in the Participation Period and shall
continue on each subsequent payday during participation in the Plan.
-1-
<PAGE>
(b) Amount of Payroll Deductions. An Eligible Employee shall
----------------------------
designate on the enrollment form the portion of his or her Compensation that he
or she elects to have withheld for the purchase of Stock. Such portion shall be
a whole percentage of the Eligible Employee's Compensation, but not less than 1%
nor more than 12%.
(c) Changing Withholding Rate. If a Participant wishes to change the
-------------------------
rate of payroll withholding, he or she may do so by filing a new enrollment form
with the Company not later than the last working day prior to the commencement
of the Participation Period for which such change is to be effective.
(d) Discontinuing Payroll Deductions. If a Participant wishes to
--------------------------------
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form at any time. Payroll withholding shall cease as soon as
reasonably practicable after such form has been received by the Company.
SECTION 5. WITHDRAWAL FROM THE PLAN.
--------- ------------------------
(a) Withdrawal. A Participant may elect to withdraw from the Plan by
----------
filing the prescribed form with the Company at any time before the last day of a
Participation Period. As soon as reasonably practicable thereafter, payroll
deductions shall cease and the entire amount credited to the Participant's Plan
Account shall be refunded to him or her in cash, without interest. No partial
withdrawals shall be permitted.
(b) Re-Enrollment After Withdrawal. A former Participant who has
------------------------------
withdrawn from the Plan shall not be a Participant until he or she re-enrolls
for a subsequent Participation Period under Section 3(b).
SECTION 6. TERMINATION OF EMPLOYMENT AND DEATH.
--------- -----------------------------------
(a) Termination of Employment. Termination of employment as an
-------------------------
Eligible Employee for any reason, including death, shall be treated as an
automatic withdrawal from the Plan under Section 5(a). (A transfer from one
Participating Company to another shall not be treated as a termination of
employment.)
(b) Death. In the event of the Participant's death, the amount
-----
credited to his or her Plan Account shall be paid to a beneficiary designated by
him or her for this purpose on the prescribed form or, if none, to the
Participant's estate.
SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.
--------- ------------------------------------
(a) Plan Accounts. The Company shall maintain a Plan Account on its
-------------
books in the name of each Participant. As of each payday in a Participation
Period, the amount deducted from the Participant's Compensation shall be
credited to the Participant's Plan Account. No interest shall be credited to
Plan Accounts.
(b) Purchase Price. The Purchase Price for each share of Stock shall
--------------
be the lower of (i) 85% of the Fair Market Value of such share on the last
trading day before the Participation Period commences or (ii) 85% of the Fair
Market Value of such share on the last trading day in the Participation Period.
(c) Number of Shares Purchased. As of the last day of each
--------------------------
Participation Period, each Participant shall be deemed to have elected to
purchase the number of whole shares of Stock calculated in accordance with this
Subsection (c), unless the Participant has previously elected to withdraw from
the Plan in accordance with Section 5(a). The amount then in the Participant's
Plan Account shall be divided by
-2-
<PAGE>
the Purchase Price, and the number of whole shares that results shall be
purchased from the Company with the funds in the Participant's Plan Account.
The foregoing notwithstanding, no Participant shall purchase more than a maximum
of 1,000 shares of Stock with respect to any Participation Period nor shares of
Stock in excess of the amounts set forth in Sections 8 and 12(a).
(d) Available Shares Insufficient. In the event that the aggregate
-----------------------------
number of shares that all Participants elect to purchase during a Participation
Period exceeds the maximum number of shares remaining available for issuance
under Section 12(a), then the number of shares to which each Participant is
entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares that such
Participant has elected to purchase and the denominator of which is the number
of shares that all Participants have elected to purchase.
(e) Issuance of Stock. Certificates representing the number of
-----------------
shares of Stock purchased shall be issued as soon as reasonably practicable
after the close of the Participation Period. Shares may be registered in the
name of the Participant or jointly in the name of the Participant and his or her
spouse as joint tenants with right of survivorship or as community property.
(f) Unused Cash Balances. Any amount remaining in the Participant's
--------------------
Plan Account that represents the Purchase Price for a fractional share shall be
carried over in the Participant's Plan Account to the next Participation Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares which could not be purchased under Subsection
(c) above or Section 12(a) shall be refunded to the Participant in cash, without
interest.
SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.
--------- ------------------------------
Any other provision of the Plan notwithstanding, no Participant shall
be granted a right to purchase Stock under the Plan if:
(a) Such Participant, immediately after his or her election to
purchase such Stock, would own stock possessing more than 5% of the total
combined voting power or value of all classes of stock of the Company or
any parent or Subsidiary of the Company; or
(b) Under the terms of the Plan, such Participant's rights to
purchase stock under this and all other qualified employee stock purchase
plans of the Company or any parent or Subsidiary of the Company would
accrue at a rate that exceeds $25,000 of the fair market value of such
stock (determined at the time when such right is granted) for each calendar
year for which such right or option is outstanding at any time.
Ownership of stock shall be determined after applying the attribution rules of
section 424(d) of the Internal Revenue Code of 1986, as amended. For purposes
of this Section 8, each Participant shall be considered to own any stock that he
or she has a right or option to purchase under this or any other plan, and each
Participant shall be considered to have the right to purchase 1,000 shares of
Stock under this Plan with respect to each Participation Period.
SECTION 9. RIGHTS NOT TRANSFERABLE.
--------- -----------------------
The rights of any Participant under the Plan, or any Participant's
interest in any Stock or moneys to which he or she may be entitled under the
Plan, shall not be transferable by voluntary or involuntary assignment or by
operation of law, or in any other manner other than by will or the laws of
descent and distribution. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than by will or the laws of descent and distribution, then such act shall be
treated as an election by the Participant to withdraw from the Plan under
Section 5(a).
-3-
<PAGE>
SECTION 10. NO RIGHTS AS AN EMPLOYEE.
---------- ------------------------
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the employment of any person at any time, with
or without cause.
SECTION 11. NO RIGHTS AS A STOCKHOLDER.
---------- --------------------------
A Participant shall have no rights as a stockholder with respect to
any shares that he or she has purchased, or may have a right to purchase, under
the Plan until the date of issuance of a stock certificate for such shares.
SECTION 12. STOCK OFFERED UNDER THE PLAN.
---------- ----------------------------
(a) Authorized Shares. The aggregate number of shares of Stock
-----------------
available for purchase under the Plan shall be 700,000, subject to adjustment
pursuant to this Section 12.
(b) Anti-Dilution Adjustments. The aggregate number of shares of
-------------------------
Stock offered under the Plan, the 1,000-share limitation described in Section
7(c) and the price of shares that any Participant has elected to purchase shall
be adjusted proportionately by the Committee for any increase or decrease in the
number of outstanding shares of Stock resulting from a subdivision or
consolidation of shares, the payment of a stock dividend, any other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company or the distribution of the shares of a Subsidiary to the Company's
stockholders.
(c) Reorganizations. In the event of a dissolution or liquidation of
---------------
the Company, or a merger or consolidation to which the Company is a constituent
corporation, the Plan shall terminate unless the plan of merger, consolidation
or reorganization provides otherwise, and all amounts that have been withheld
but not yet applied to purchase Stock hereunder shall be refunded, without
interest. The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.
SECTION 13. AMENDMENT OR DISCONTINUANCE.
---------- ---------------------------
The Board of Directors shall have the right to amend, suspend or
terminate the Plan at any time and without notice; provided that no
Participant's existing rights are adversely affected thereby and that, except as
provided in Section 12, any increase in the aggregate number of shares of Stock
to be issued under the Plan shall be subject to approval by a vote of the
stockholders of the Company.
SECTION 14. STOCKHOLDER APPROVAL.
---------- --------------------
(a) Stockholder Approval Required. The Plan and any rights to
-----------------------------
purchase shares here under shall be void if the Plan is not approved by the
Company's stockholders on or before the earlier of (i) the date of the 1996
annual meeting of the Company's stockholders or (ii) the date 12 months after
the adoption of the Plan by the Board of Directors. Until stockholder approval
is obtained, all shares purchased under the Plan shall be held in escrow by the
Company or its designee as agent for the Participants and spouses who own such
shares and shall not be transferable or assignable.
(b) Stockholder Approval Not Obtained. In the event that stockholder
---------------------------------
approval is not obtained on or before the prescribed date, the Plan shall
terminate, all shares then held in escrow shall be repurchased by the Company
for an amount equal to the Purchase Price paid by the Participants, and all
amounts then held in Plan Accounts shall be refunded to the Participants without
interest.
-4-
<PAGE>
SECTION 15. DEFINITIONS.
---------- -----------
(a) "Board of Directors" means the Board of Directors of the
------------------
Company, as constituted from time to time.
(b) "Committee" means the Stock Option Committee of the Board of
---------
Directors.
(c) "Company" means Gensia Sicor Inc., a Delaware corporation.
-------
(d) "Compensation" means the base compensation paid in cash to a
------------
Participant by a Participating Company, including salaries and wages, but
excluding bonuses, incentive compensation, com missions, overtime pay, moving or
relocation allowances, car allowances, imputed income attributable to cars,
taxable fringe benefits and similar items, all as determined by the Committee.
(e) "Eligible Employee" means any employee of a Participating
-----------------
Company (i) whose customary employment is for more than five months per calendar
year and for more than 20 hours per week and (ii) who has been an employee of a
Participating Company for not less than three consecutive months.
(f) "Fair Market Value" shall mean the market price of Stock,
-----------------
determined by the Committee as follows:
(i) If the Stock was traded over-the-counter on the date in question
but was not classified as a national market issue, then the Fair Market
Value shall be equal to the mean between the last reported representative
bid and asked prices quoted by the NASDAQ system for such date;
(ii) If the Stock was traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value
shall be equal to the closing price quoted by the NASDAQ system for such
date;
(iii) If the Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; and
(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Western Edition of The Wall Street
---------------
Journal. Such determination shall be conclusive and binding on all persons.
- -------
(g) "Participant" means an Eligible Employee who elects to
-----------
participate in the Plan, as provided in Section 3(b).
(h) "Participating Company" means the Company and each present or
---------------------
future Subsidiary, except Subsidiaries excluded by the Committee.
(i) "Participation Period" means a period during which contributions
--------------------
may be made toward the purchase of Stock under the Plan, as determined pursuant
to Section 3(a).
(j) "Plan" means this Gensia Sicor Inc. Employee Stock Purchase
----
Plan, as amended from time to time.
(k) "Plan Account" means the account established for each
------------
Participant pursuant to Section 6(a).
-5-
<PAGE>
(l) "Purchase Price" means the price at which Participants may
--------------
purchase Stock under the Plan, as determined pursuant to Section 7(b).
(m) "Stock" means the Common Stock of the Company.
-----
(n) "Subsidiary" means a corporation, 50% or more of the total
----------
combined voting power of all classes of stock of which is owned by the Company
or by another Subsidiary.
SECTION 16. EXECUTION.
---------- ---------
To record the amendment and restatement of the Plan by the Board of
Directors on February 10, 1999, the Company has caused its duly authorized
officer to affix the corporate name and seal hereto.
GENSIA SICOR INC.
By /s/ John W. Sayward
----------------------------------------
John W. Sayward
Executive Vice President, Finance,
Chief Financial Officer and Treasurer
-6-
<PAGE>
Exhibit 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated Employee Stock Purchase Plan
of SICOR Inc. (formerly Gensia Sicor Inc.) of our report dated March 8, 1999
with respect to the consolidated financial statements of SICOR Inc. (formerly
Gensia Sicor Inc.) included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
July 9, 1999
