<PAGE>
As filed with the Securities and Exchange Commission on October 13, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
SICOR INC.
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(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)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Each Proposed Proposed
Class of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered Be Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
-------------------------- ------------------- ----------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 10,000 $10.44 $104,400 $27.56
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 October 10, 2000.
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
Page 1 of 7 Pages
<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), August 28, 1998 (File No. 333-62459) and July 16, 1999 (File No.
333-83079) 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, 1999;
(2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(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.
Page 2 of 7 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 the 13 day of October, 2000.
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 and 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 any registration statement relating to the offering covered by this
Registration Statement and filed pursuant to Rule 462(b) under the Securities
Act of 1933 and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Carlo Salvi
----------------------------------------- President, Chief Executive Officer October 13, 2000
Carlo Salvi and Director (Principal Executive
Officer)
/s/ John W. Sayward
----------------------------------------- Executive Vice President, Finance, October 13, 2000
John W. Sayward Chief Financial Officer, Treasurer
and Director(Principal Financial
Officer)
/s/ David C. Dreyer
----------------------------------------- Vice President, Corporate Controller October 13, 2000
David C. Dreyer and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Donald E. Panoz
----------------------------------------- Chairman of the Board of Directors October 13, 2000
Donald E. Panoz
/s/ Frank C. Becker
----------------------------------------- Director October 13, 2000
Frank C. Becker
</TABLE>
Page 3 of 7 Pages
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Michael D. Cannon
---------------------------------------- Director October 13, 2000
Michael D. Cannon
/s/ Gianpaolo Colla
---------------------------------------- Director October 13, 2000
Gianpaolo Colla
/s/ Herbert J. Conrad
---------------------------------------- Director October 13, 2000
Herbert J. Conrad
/s/ Carlos A. Ferrer
---------------------------------------- Director October 13, 2000
Carlos A. Ferrer
/s/ Carlo Ruggeri
---------------------------------------- Director October 13, 2000
Carlo Ruggeri
</TABLE>
Page 4 of 7 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
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).
</TABLE>
Page 5 of 7 Pages
