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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
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.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 95-3872914
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
311 BONNIE CIRCLE
CORONA, CALIFORNIA 92880
(909) 270-1400
(Address of Principal Executive Offices including Zip Code)
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MAKOFF R&D LABORATORIES, INC. 1996 STOCK OPTION PLAN
(Full Title of the Plan)
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ROBERT C. FUNSTEN COPY TO:
SENIOR VICE PRESIDENT, GENERAL COUNSEL CHARLES K. RUCK.
AND SECRETARY LATHAM & WATKINS
WATSON PHARMACEUTICALS, INC. 650 TOWN CENTER DRIVE, SUITE 2000
311 BONNIE CIRCLE COSTA MESA, CALIFORNIA 92626
CORONA, CALIFORNIA 92880 (714) 540-1235
(909) 270-1400
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(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $0.0033 Par Value 23,466 $4.77 $111,933 $28.00
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended. Pursuant
to Rule 457(h), the Proposed Maximum Offering Price Per Share is based upon
the weighted average exercise price per share ($4.77) of the outstanding
options to acquire 23,466 shares of Common Stock granted under the Makoff
R&D Laboratories, Inc. 1996 Stock Option Plan. The Proposed Maximum
Aggregate Offering Price is the product of (i) the outstanding options to
acquire 23,466 shares of Common Stock and (ii) the weighted average
exercise price of these options.
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLANS ARE EXERCISED.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission, are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K of Watson Pharmaceuticals, Inc.
("Watson") for the fiscal year ended December 31, 1999;
(b) Watson's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000;
(c) Watson's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000;
(d) Watson's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000;
(e) Annual Report on Form 10-K of Schein Pharmaceutical, Inc., a
wholly-owned subsidiary of Watson ("Schein"), for the fiscal year
ended December 25, 1999;
(f) Schein's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 25, 2000;
(g) Schein's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 24, 2000;
(h) Watson's current reports on Form 8-K dated May 25, 2000, May 31,
2000, July 7, 2000, and September 11, 2000;
(i) Watson's Registration Statement on Form S-3 filed January 5, 2001;
and
(j) The description of Watson's Common Stock contained on Form 8-A
filed August 22, 1997.
All documents subsequently filed by Watson pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes authorizes a
corporation, under certain circumstances, to indemnify its directors, officers,
employees and agents (including reimbursement for expenses incurred). Watson's
Articles of Incorporation and Bylaws provide for the indemnification of Watson's
directors, officers, employees and agents to the fullest extent permitted by the
provisions of the Nevada statute.
Watson's Articles of Incorporation provide, in general, that to the
extent not prohibited by law, Watson shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
Watson against certain expenses incurred in connection with such lawsuit if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of Watson. To the extent not prohibited by law,
Watson shall also indemnify any such person who is a party to a lawsuit by or in
the right of Watson by reason of the fact that he is or was a director, officer,
employee or agent of Watson against certain expenses (including amounts paid in
settlement and attorneys' fees) if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Watson,
unless such person has been adjudged by a court to be liable to Watson and
except for amounts paid in settlement to Watson.
Watson maintains a directors' and officers' liability insurance policy
that provides coverage for liabilities 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 Watson for amounts spent in lawful
indemnification of a director or officer or amounts provided by Watson to
indemnify its directors and officers as required or permitted by law.
The inclusion of the above provisions in the Articles of Incorporation
and Bylaws of Watson may have the effect of reducing the likelihood of
shareholder derivative suits against directors and may discourage or deter
shareholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefited Watson and its shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on Page 6.
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, as amended (the "Securities Act");
(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 the 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; and
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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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 January 5, 2001.
WATSON PHARMACEUTICALS, INC.
By: /s/ Robert C. Funsten
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Robert C. Funsten
Senior Vice President, General
Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allen Y. Chao, Ph.D. and Robert C.
Funsten, and each or any one of them, his true and lawful attorney-in-fact and
agent, 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 to
file the same, with all 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 in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on January 5, 2001.
Signature Title
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/s/ Allen Y. Chao Chairman, Chief Executive Officer and
-------------------------------- President (Principal Executive Officer)
Allen Y. Chao, Ph. D.
/s/ Michael E. Boxer Senior Vice President and Chief Financial
-------------------------------- Officer (Principal Financial Officer)
Michael E. Boxer
/s/ R. Chato Abad Vice President - Finance
-------------------------------- (Principal Accounting Officer)
R. Chato Abad
Director
--------------------------------
Ronald R. Taylor
/s/ Andrew L. Turner Director
--------------------------------
Andrew L. Turner
/s/ Michel J. Feldman Director
--------------------------------
Michel J. Feldman
/s/ Fred G. Weiss Director
--------------------------------
Fred G. Weiss
/s/ Michael J. Fedida Director
--------------------------------
Michael J. Fedida
/s/ Albert F. Hummel Director
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Albert F. Hummel
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INDEX TO EXHIBITS
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EXHIBIT NUMBER PAGE
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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 (Reg. No. 000-20045) and hereby incorporated by
reference.
4.2 Amended and Restated By-Laws of Watson, as amended as of December
11, 1998, filed as Exhibit 3.2 to Watson's Registration Statement
on Form S-8 (Reg. No. 333-70933), filed on January 21, 1999 and
hereby incorporated by reference.
5.1 Opinion of Kummer Kaempfer Bonner & Renshaw as to the legality of
the Common Stock of Watson covered by this Registration
Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of BDO Seidman, LLP.
23.5 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.6 Consent of Kummer, Kaempfer, Bonner & Renshaw (contained in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (contained on the signature page to this
Registration Statement).
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