Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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) Watson Pharmaceuticals, Inc. 1991 Stock Option Plan (as amended) ("1991
Plan")
(2) Royce Laboratories, Inc. 1992 Stock Option Plan ("1992 Plan")
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(Full title of the plans)
Allen Chao, Ph.D.
Chief Executive Officer
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
Copy to:
Michel J. Feldman
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, IL 60602
Telephone: (312) 580-2161
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT OF MAXIMUM MAXIMUM
SECURITIES TO BE SHARES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock 1,000,000(1) $63.69 (3) $63,690,000 (3) $ 19,300.00 (5)
($0.0033 par ----------------- ----------------- ---------------- --------------
value)
Common Stock 92,628(2) (see note (4)) $ 2,710,695 (4) $ 822.00 (5)
($0.0033 par ------------------ ----------------- -----------------
value)
Total Registration Fee: $ 20,122.00
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(1) The aggregate number of shares set forth is the maximum number
of shares which could be purchased upon exercise of all such
options which may hereafter be granted under the provisions of
the amendment to the 1991 Plan increasing by 1,000,000 the
number of shares that can be issued under the 1991 Plan.
(2) Represents the maximum number of shares which could be
purchased upon exercise of all options now outstanding under
the 1992 Plan, not previously registered. These options when
granted were to be exercisable for shares of Royce
Laboratories, Inc. stock. Pursuant to an Agreement and Plan of
Merger dated December 24, 1996, as amended these options have
been converted to the right to immediately acquire 92,628
shares of the registrant's common stock.
(3) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low
sale prices of the registrant's Common Stock on October 6,
1997, as reported in the New York Stock Exchange.
(4) Represents the exercise prices of options under the 1992 Plan
which range from $13.84 to $45.86 per share.
(5) Registration Fee computed pursuant to 457 (h)(1)
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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:
(a) The registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The registrant's quarterly reports on Form 10-Q for the quarterly
periods ended March 31, 1997, and June 30, 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) On January 9, 1997, the Company filed a Form 8-K Report to disclose
the execution of the Royce Merger Agreement. On March 14, 1997, the
Company filed a Form 8-K Report to disclose the consummation of the
Oclassen Merger. On May 1, 1997, the Company filed a Form 8-K
Report to disclose the consummation of the Royce Merger. On July
15, 1997, the Company filed a Form 8-K to disclose the execution of
a marketing, sales and distribution agreement with respect to
Dilacor XR (R) as well as the execution of an agreement as to
royalties on this product.
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 18,500 shares of the registrant's common stock. Other partners
at D'Ancona & Pflaum beneficially own additional shares of the registrant's
Common Stock, which ownership is not material.
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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, insures the
registrant's directors and officers against losses up to $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 the registrant lawfully
indemnifies or is required or permitted by law to indemnify its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately preceding exhibits.
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,
represents 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;
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(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 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.
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 Corona, State of California, on this 9th day of
October, 1997.
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WATSON PHARMACEUTICALS, INC.
By: /S/ ALLEN CHAO
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Allen Chao, Ph.D.
Chairman & Chief Executive Officer
Each person whose signature appears below appoints Allen Chao, Ph.D.,
Melvin Sharoky, M.D. and Michel J. Feldman 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 this Registration Statement on Form S-8 and 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 dates indicated:
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SIGNATURE TITLE DATE
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/S/ ALLEN CHAO Chief Executive Officer, Chairman October 9, 1997
- ------------------------------ and Director (Principal Executive
Allen Chao, Ph.D. and Financial Officer)
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/S/ MELVIN SHAROKY M.D. President and Director October 9, 1997
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Melvin Sharoky, M.D.
/S/ CHATO ABAD Vice-President - Finance October 9, 1997
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Chato Abad
/S/ MICHAEL FEDIDA Director October 9, 1997
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Michael Fedida
/S/ MICHEL J. FELDMAN Director October 9, 1997
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Michel J. Feldman
/S/ ALBERT F. HUMMEL Director October 9, 1997
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Albert F. Hummel
/S/ RONALD R. TAYLOR Director October 9, 1997
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Ronald R. Taylor
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Registrant's Articles of Incorporation, as amended as of July
18, 1995, filed as Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 and Exhibit 3.1(A) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and hereby incorporated by reference.
4.2 Registrant's By-Laws, as amended as of July 18, 1995, filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 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).
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EXHIBIT 5.1
October 9, 1997
Watson Pharmaceuticals, Inc.
311 Bonnie Circle
Corona, CA 91720
Dear Gentlemen:
We have acted as counsel for Watson Pharmaceuticals, Inc. (the
"Company") in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and proposed sale of 1,092,628 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.
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We hareby 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/ Arthur Don
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Arthur Don, Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1997, except as to Note 2,
which is as of February 27, 1997, apearing on page F-2 of Watson
Pharmaceuticals, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996.
PRICE WATERHOUSE LLP
Costa Mesa, California
October 9, 1997
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the registration statement of
Watson Pharmaceuticals, Inc. on Form S-8 (Registration No. 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
October 9, 1997
EXHIBIT 23.3
INDEPENDENT AUDITOR'S 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
October 7, 1997
