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As filed with the Securities and Exchange Commission on April 16, 1997.
Registration No. 333-20029-02
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WATSON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 95-3872914
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
311 Bonnie Circle, Corona, CA 91720
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(Address of Principal Executive Offices) (Zip Code)
(1) Royce Laboratories, Inc. 1992 Stock Option Plan ("1992 Plan")
(2) Royce Laboratories, Inc. 1995 Stock Option Plan ("1995 Plan")
(3) Stock Option Agreements granting options to various officers, directors,
consultants, employees and former employees of Royce Laboratories, Inc.
outside of the 1992 Plan and the 1995 Plan
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(Full title of the plans)
Allen Chao, Ph.D.
Chairman and Chief Executive Officer
Watson Pharmaceuticals, Inc.
311 Bonnie Circle
Corona, CA 91720
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (909) 270-1400
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Copy to:
Michel J. Feldman
D'Ancona & Pflaum
30 North LaSalle Street, Suite 2900
Chicago, IL 60602
Telephone: (312) 580-2000
EXPLANATORY NOTE
The designation of this Post-Effective Amendment as Registration No.
333-20029-02 denotes that this is the second Post-Effective Amendment to the
Form S-4 filed by the Registrant in connection with the merger of a subsidiary
of the Registrant with and into Royce Laboratories, Inc. ("Royce"). This
Amendment relates to the shares of the Registrant's Common Stock issuable upon
exercise of the stock options held by officers, directors, consultants,
employees and former employees of Royce and eligible to be registered on Form
S-8. All filing fees payable in connection with the registration of these
securities were paid in connection with the filing of the Registrant's Form S-4
No. 333-20029.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated by reference
in this registration statement; and all documents subsequently filed by the
registrant pursuant to Sections 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 thereof from the date
of filing of such documents:
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(a) The registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) The registrant's current reports on Form 8-K (i) dated December
24, 1996 and filed January 9, 1997 and (ii) dated February 27, 1997
and filed March 14, 1997.
(c) The description of the registrant's Common Stock contained in the
registration statement on Form 8-A dated April 3, 1992, filed under
Section 12 of the Securities Exchange Act of 1934, File No. 0-20045,
together with any amendment or report filed for the purpose of
updating such description.
(d) Annual report of Royce on Form 10-K for the year ended December 31,
1996.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be passed
upon by D'Ancona & Pflaum, Chicago, Illinois. Mr. Michel J. Feldman, a
Director and Secretary of the registrant and a partner of D'Ancona & Pflaum,
beneficially owns 24,750 shares of the registrant's Common Stock. Other members
of D'Ancona & Pflaum beneficially own additional shares of the registrant's
Common Stock, which ownership is not material in the aggregate.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes authorizes a corporation,
under certain circumstances, to indemnify its directors and officers (including
reimbursement for expenses incurred). The registrant has provided for
indemnification to the fullest extent permitted by the provisions of the Nevada
Revised Statutes in its Articles of Incorporation and Bylaws.
The registrant maintains a directors' and officers' liability insurance
policy that, subject to the terms and conditions of the policy, provides
coverage of $20,000,000 in the aggregate (subject to a $250,000 retention per
loss) arising from any wrongful act (as defined by the policy) in his or her
capacity as a director or officer. The policy reimburses the registrant for
amounts which lawfully indemnifies the registrant or as required or permitted by
law to indemnify its directors and officers.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Registrant's Articles of Incorporation, as amended, filed as Exhibit 3.1
to registrant's Registration Statement on Form S-1, File No. 33-46229,
and hereby incorporated by reference
4.2 By-Laws of the registrant, as amended, filed as Exhibit 3.2 to registrant's
Registration Statement on Form S-1, File No. 33-46229, and hereby incorporated
by reference
*5.1 Opinion of D'Ancona & Pflaum
**23.1 Consent of Price Waterhouse LLP (Costa Mesa)
**23.2 Consent of Coopers & Lybrand L.L.P.
**23.3 Consent of Deloitte & Touche LLP
**23.4 Consent of Price Waterhouse LLP (Miami)
**23.5 Consent of Arthur Andersen LLP
*23.6 Consent of D'Ancona & Pflaum
*24.1 Power of Attorney
</TABLE>
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* Previously filed
** Filed herewith
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Item 9. Undertakings.
The undersigned registrant 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 Securities Act of 1933;
(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 the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and 1(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
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(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the matter
has been settled by 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.
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SIGNATURES
The Registrant. 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
Post-Effective Amendment No. 2 on Form S-8 to its Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Corona, State of California, on this 16th day of April, 1997.
WATSON PHARMACEUTICALS, INC.
(Registrant)
By: /s/ ALLEN CHAO
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Allen Chao, Ph.D.
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 on Form S-8 to its Registration Statement on Form
S-4 has been signed by the following persons in the capacities and on the date
indicated:
Signatures Titles Date
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/s/ ALLEN CHAO Chairman, Chief Executive April 16, 1997
- - ----------------------- Officer and Director
Allen Chao, Ph.D. (Principal Executive and
Financial Officer)
* President and Director April 16, 1997
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Melvin Sharoky, M.D.
* Vice President and Corporate April 16, 1997
- - ----------------------- Controller (Principal
Chato Abad Accounting Officer)
* Secretary and Director April 16, 1997
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Michel J. Feldman
* Director April 16, 1997
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Michael Fedida
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Signatures Titles Date
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* Director April 16, 1997
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Albert F. Hummel
* Director April 16, 1997
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Alec D. Keith, Ph.D.
* Director April 16, 1997
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Ronald R. Taylor
*By: /s/ ALLEN CHAO
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Allen Chao
Attorney in fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Registrant's Articles of Incorporation, as amended, filed as Exhibit 3.1
to registrant's Registration Statement on Form S-1, File No. 33-46229,
and hereby incorporated by reference
4.2 By-Laws of the registrant, as amended, filed as Exhibit 3.2 to registrant's
Registration Statement on Form S-1, File No. 33-46229, and hereby incorporated
by reference
*5.1 Opinion of D'Ancona & Pflaum
**23.1 Consent of Price Waterhouse LLP (Costa Mesa)
**23.2 Consent of Coopers & Lybrand L.L.P.
**23.3 Consent of Deloitte & Touche LLP
**23.4 Consent of Price Waterhouse LLP (Miami)
**23.5 Consent of Arthur Andersen LLP
*23.6 Consent of D'Ancona & Pflaum
*24.1 Power of Attorney
</TABLE>
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* Previously filed
** Filed herewith
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 2 on Form S-8 to Form S-4 (Registration No. 333-20029-02) of our
report dated February 7, 1997, except as to Note 2 which is as of February 27,
1997 which appears on page F-2 of the Watson Pharmaceuticals, Inc. Annual
Report on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Costa Mesa, California
April 16, 1997
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EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 of Watson Pharmaceuticals, Inc. on Form S-8 to Form S-4 (File
No. 333-20029-02), of our report dated February 7, 1995, on our audit of the
consolidated financial statements of Circa Pharmaceuticals, Inc. for the year
ended December 31, 1994.
/s/ COOPERS & LYBRAND L.L.P.
Melville, New York
April 16, 1997
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 on Form S-8 to Registration Statement No. 333-20029 of Watson
Pharmaceuticals, Inc. on Form S-4 of our report dated February 6, 1997 (except
for Note 12, as to which the date is March 7, 1997) relating to the consolidated
financial statements of Somerset Pharmaceuticals, Inc. and subsidiaries as of
December 31, 1996 and 1995 and for each of the three years in the period then
ended, appearing in the Annual Report on Form 10-K of Watson Pharmaceuticals,
Inc. for the year ended December 31, 1996.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
April 14, 1997
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EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post Effective Amendment No. 2 on Form S-8 to the
Registration Statement on Form S-4 of Watson Pharmaceuticals, Inc. of our report
dated February 19, 1997, which appears on page F1 of the Annual Report on Form
10-K of Royce Laboratories, Inc. for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
Miami, Florida
April 15, 1997
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EXHIBIT 23.5
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the use of our
report dated February 8, 1996 (and to all references to our Firm) incorporated
by reference or made a part of this Registration Statement File No.
333-20029-02.
ARTHUR ANDERSEN LLP
Oakland, California
April 16, 1997
