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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
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)
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NEVADA 95-3872914
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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311 BONNIE CIRCLE,
CORONA, CA 92880
(Address of principal executive offices) (zip code)
WATSON PHARMACEUTICALS, INC.
EMPLOYEES' 401(K) PROFIT-SHARING PLAN
(Full title of the plan)
ROBERT C. FUNSTEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WATSON PHARMACEUTICALS, INC.
311 BONNIE CIRCLE
CORONA, CA 92880
(Name and address of agent for service)
(909) 270-1400
(Telephone number, including area code, of agent for service)
Copies to:
Barry W. Homer, Esq.
Brobeck, Phleger & Harrison LLP
One Market Plaza
Spear Street Tower
San Francisco, California 94105
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933 and Rule 462 thereunder.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered (1) Registered (2) per Share (3) Price (3) Fee (4)
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Common Stock, $.01 par value, 300,000 $43.50 $13,050,000 $3,445.20
issued pursuant to Watson
Pharmaceuticals, Inc. Employees'
401(k) Profit-Sharing Plan (1)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Watson Pharmaceuticals, Inc. Employees'
401(k) Profit-Sharing Plan.
(2) This Registration Statement also covers any additional shares of Common
Stock that are acquired under the Watson Pharmaceuticals, Inc. Employees' 401(k)
Profit-Sharing Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low selling
price per share of Common Stock of Watson Pharmaceuticals, Inc. on May 26, 2000,
as reported by the New York Stock Exchange.
(4) Registration fee computed pursuant to Rule 457(h)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Registrant filed with the Commission are
incorporated by reference:
(a) The description of the Registrant's common stock contained in its
Registration Statement on Form 8-A dated April 3, 1992;
(b) The Registrant's Annual Report on Form 10-K for the year ended December 31,
1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000; and
(d) The Registrant's Current Reports on Form 8-K.
All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which designates all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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
statute 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 up to
$30,000,000 in the aggregate (subject to a $250,000 retention per loss) arising
from any wrongful act (as defined by the policy) committed by a director or
officer in his or her capacity as a director or officer. The policy reimburses
the Registrant for amounts spent in lawful indemnification of a director or
officer or amounts provided by registrant to indemnify its directors and
officers as required or permitted by law.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
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4.1 Articles of Incorporation of Watson and all amendments
thereto, filed as Exhibit 3.1 to Watson's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 and Exhibit 3.1
(A) to Watson's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and hereby incorporated by reference.
4.2 Bylaws of Watson, as amended as of December 11, 1998, filed
as Exhibit 3.2 to Watson's Registration Statement on Form S-8
filed on January 21, 1999 and hereby incorporated by
reference.
4.3 Agreement and Plan of Merger, among Watson Pharmaceuticals, Inc.,
TheraTech, Inc. and The Jazz Merger Corp. dated as of October 23, 1998,
incorporated by reference to Appendix A of the Proxy Statement/Prospectus
included in the Registration Statement on S-4, Reg. No. 333-68007 and
hereby incorporated by reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney. Reference is made to the signature page of
this Registration Statement.
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In lieu of including, as an exhibit, an Internal Revenue Service
("IRS") determination letter that the Watson Pharmaceuticals, Inc.
Employees' 401(k) Profit-Sharing Plan (the "Plan") is qualified under
Section 401 of the Internal Revenue Code or an opinion of counsel
concerning compliance with the requirements of ERISA, the Registrant
undertakes that it has submitted the Plan, as amended, to the IRS in a
timely manner for such a determination letter and has made or will
make all changes required by the IRS in order to so qualify the Plan.
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Item 9. UNDERTAKINGS.
A. 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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and (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; and
(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.
B. 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into 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.
C. 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 5th day of
June, 2000.
WATSON PHARMACEUTICALS, INC.
By: /s/ ALLEN Y. CHAO
---------------------------------
Allen Y. Chao, Ph.D.
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Watson Pharmaceuticals, Inc., a
Nevada corporation, do hereby constitute and appoint Allen Y. Chao, Ph.D.,
Chairman, Chief Executive Officer and President and Robert C. Funsten, Senior
Vice President, General Counsel and Secretary, or any one of them, the lawful
attorney-in-fact and agent, each with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorney and
agent determines may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulation or requirements of the Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.
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.
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Signatures Title Date
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/s/ ALLEN Y. CHAO Chairman, Chief Executive Officer, June 5, 2000
------------------------------------------ President and Director
Allen Y. Chao, Ph.D.
/s/ MICHAEL E. BOXER Senior Vice President and Chief June 5, 2000
------------------------------------------ Financial Officer (Principal Financial
Michael E. Boxer Officer)
/s/ R. CHATO ABAD Vice President-Finance (Principal June 5, 2000
------------------------------------------ Accounting Officer)
R. Chato Abad
/s/ MICHAEL J. FEDIDA Director June 5, 2000
------------------------------------------
Michael J. Fedida
/s/ MICHEL J. FELDMAN Director June 5, 2000
------------------------------------------
Michel J. Feldman
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/s/ ALBERT F. HUMMEL Director June 5, 2000
------------------------------------------
Albert F. Hummel
Director ______, 2000
------------------------------------------
Ronald R. Taylor
/S/ ANDREW L. TURNER Director June 5, 2000
------------------------------------------
Andrew L. Turner
/s/ FRED G. WEISS Director June 5, 2000
------------------------------------------
Fred G. Weiss
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WATSON PHARMACEUTICALS, INC. EMPLOYEES' 401(K) PROFIT-SHARING PLAN. Pursuant to
the requirements of the Securities Act of 1933, as amended, the Watson
Pharmaceuticals, Inc. Employees' 401(k) Profit-Sharing Plan has 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 5th day of
June, 2000.
WATSON PHARMACEUTICALS, INC.
EMPLOYEES' 401(K) PROFIT-SHARING PLAN
By: /S/ ROBERT C. FUNSTEN
---------------------------------
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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4.1 Articles of Incorporation of Watson and all amendments
thereto, filed as Exhibit 3.1 to Watson's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 and Exhibit 3.1
(A) to Watson's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and hereby incorporated by reference.
4.2 Bylaws of Watson, as amended as of December 11, 1998, filed as
Exhibit 3.2 to Watson's Registration Statement on Form S-8
filed on January 21, 1999 and hereby incorporated by
reference.
4.3 Agreement and Plan of Merger, among Watson Pharmaceuticals, Inc.,
TheraTech, Inc. and The Jazz Merger Corp. dated as of October 23, 1998,
incorporated by reference to Appendix A of the Proxy Statement/Prospectus
included in the Registration Statement on S-4, Reg. No. 333-68007 and
hereby incorporated by reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney. Reference is made to the signature page of this
Registration Statement.
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