<PAGE> 1
As filed with the Securities and Exchange Commission on April 4, 1997.
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________
WATSON PHARMACEUTICALS, INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 95-3872914
------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
311 Bonnie Circle, Corona, CA 91720
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(1) Oclassen Pharmaceuticals, Inc. 1992 Stock Option Plan, as amended
("1992 Plan")
(2) Oclassen Pharmaceuticals, Inc. 1992 Director Option Plan, as amended
("1992 Director Plan")
(3) Oclassen Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement
granting an option outside of the 1992 Plan and the 1992 Director Plan
_________________________________________________________________
(Full title of the plans)
Allen Chao, Ph.D.
Chairman and Chief Executive Officer
Watson Pharmaceuticals, Inc.
311 Bonnie Circle
<PAGE> 2
Corona, CA 91720
-----------------------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (909) 270-1400
Copy to:
Michel J. Feldman
D'Ancona & Pflaum
30 North LaSalle Street, Suite 2900
Chicago, IL 60602
Telephone: (312) 580-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Title of Securities Proposed Maximum Proposed Amount of
to be Amount to be Offering Price Maximum Aggregate Registration
Registered Registered(1) per Share Offering Price(3) Fee(4)
- ------------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock 479,057 See Note(2) $4,099,364.15 $1,242.23
($0.0033
par value
per share)
Common Stock 46,529 $ 377,350.19 $ 114.35
($0.0033
par value
per share)
Common Stock 7,395 $ 59,973.45 $ 18.17
($0.0033
par value
per share)
-----------
Total Registration Fee: $1,374.75
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
(1) Represents the maximum number of shares which could be
purchased upon exercise of all options now outstanding under
the 1992 Plan and the 1992 Director Plan described above
(collectively, the "Plans") and all other options outside of
the Plans.
(2) Exercise prices per share for outstanding options range from
$8.11 to $27.04 per share.
(3) Represents aggregate exercise prices of outstanding options
under the Plans.
(4) Computed pursuant to Rule 457(h)(1).
EXPLANATORY NOTE
Oclassen Pharmaceuticals, Inc. became a wholly owned subsidiary of the
registrant on February 27, 1997 pursuant to an Agreement and Plan of Merger
dated September 25, 1996, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) 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:
(a) The registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996, as amended.
(b) The registrant's current reports on Form 8-K (i) dated
September 25, 1996 and filed October 3, 1996, (ii) dated
December 24, 1996
3
<PAGE> 4
and filed January 9, 1997, and (iii) 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.
Item 4. Description of Securities.
Not applicable.
4
<PAGE> 5
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
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.
5
<PAGE> 6
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.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of D'Ancona & Pflaum
(contained in Exhibit 5.1).
24.1 Power of Attorney (included in
Signature section of this registration
statement).
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
6
<PAGE> 7
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.
(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
7
<PAGE> 8
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.
8
<PAGE> 9
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Corona, State of California, on this
3rd day of April, 1997.
WATSON PHARMACEUTICALS, INC.
(Registrant)
By: /s/ Allen Chao, Ph.D.
-------------------------------
Allen Chao, Ph.D.
Chairman and Chief Executive Officer
Each person whose signature appears below appoints Allen Chao, Ph.D.,
Melvin Sharoky, M.D., Michel J. Feldman and Chato Abad and each of them, as
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her stead, in any
capacities to sign any and all amendments, including post-effective amendments
to this Registration Statement and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents 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 or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, 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 by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signatures Titles Date
---------- ------ ----
<S> <C> <C>
/s/Allen Chao, Ph.D. Chairman, Chief Executive Officer April 3, 1997
- ----------------------- and Director (Principal Executive
Allen Chao, Ph.D. and Financial Officer)
/s/Melvin Sharoky, M.D. President and Director April 4, 1997
- -----------------------
Melvin Sharoky, M.D.
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Signatures Titles Date
---------- ------ ----
<S> <C> <C>
/s/ Chato Abad Vice President and Corporate April 2, 1997
- ----------------------- Controller (Principal
Chato Abad Accounting Officer)
/s/ Michel J. Feldman Secretary and Director April 3, 1997
- -----------------------
Michel J. Feldman
/s/ Michael Fedida Director April 2, 1997
- -----------------------
Michael Fedida
/s/ Albert F. Hummel Director April 3, 1997
- -----------------------
Albert F. Hummel
/s/ Alec D. Keith, Ph.D. Director April 4, 1997
- -----------------------
Alec D. Keith, Ph.D.
/s/ Ronald R. Taylor Director April 2, 1997
- -----------------------
Ronald R. Taylor
</TABLE>
10
<PAGE> 11
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
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.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of D'Ancona & Pflaum (contained
in Exhibit 5.1).
24.1 Power of Attorney (included in Signature
section of this registration statement).
11
<PAGE> 1
EXHIBIT 5.1
April 3, 1997
Watson Pharmaceuticals, Inc.
311 Bonnie Circle
Corona, CA 91720
Gentlemen:
We have acted as counsel for Watson Pharmaceuticals, Inc. (the
"Company") in connection with the filing with the Securities Exchange Commission
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offer and proposed sale of 532,981 shares of the Company's common stock,
$.0033 par value ("Common Stock"), under the terms of the stock option plans and
agreements described in the Registration Statement (the "Stock Option Plans").
In arriving at this opinion, we have examined the Company's Articles of
Incorporation, its By-Laws, the records of the corporate proceedings of the
Company authorizing the issuance and sale of the shares of Common Stock covered
by the Registration Statement, the Stock Option Plans and such other
instruments and documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that all necessary
corporate action for the authorization, reservation and issuance of the shares
of Common Stock to be offered and sold by the Company pursuant to the Stock
Option Plans has been taken; and that said shares of Common Stock are duly
authorized, and upon delivery of same to the participants under the Stock
Option Plans against payment therefor upon the terms set forth in the Stock
Option Plans, said shares of Common Stock will be validly issued, fully paid
and non-assessable shares of Common Stock of the Company.
<PAGE> 2
Watson Pharmaceuticals, Inc.
2
April 3, 1997
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ MARK S. ALBERT
--------------------------------
Mark S. Albert, Partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and on Form S-4 (Nos. 333-16275 and 333-20029) of Watson
Pharmaceuticals, Inc. 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 4, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Watson Pharmaceuticals, Inc. on Form S-8 (File #333-_____) of our report dated
February 7, 1995, on our audit of the consolidated financial statements and
financial statement schedule of Circa Pharmaceuticals, Inc. for the year ended
December 31, 1994.
COOPERS & LYBRAND L.L.P.
Melville, New York
April 3, 1997.
<PAGE> 1
[DELOITTE & TOUCHE LLP LETTERHEAD]
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Watson Pharmaceuticals, Inc. on Form S-8 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.
/s/ DELOITTE & TOUCHE LLP
- ----------------------------
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
April 2, 1997
