As filed with the Securities and Exchange Commission on March 1, 1999
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------
ANDRX CORPORATION
(Exact name of registrant as specified in its charter)
----------------------------------------------
FLORIDA 65-0366879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
DR. ELLIOT F. HAHN, PRESIDENT
ANDRX CORPORATION
4001 SOUTHWEST 47TH AVENUE, SUITE 201
FORT LAUDERDALE, FLORIDA 33314
(954) 584-0300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------------------------------
COPIES OF COMMUNICATIONS TO:
DALE S. BERGMAN, P.A.
BROAD AND CASSEL
201 SOUTH BISCAYNE BOULEVARD
MIAMI CENTER, SUITE 3000
MIAMI, FLORIDA 33131
TELEPHONE: (305) 373-9400
TELECOPIER: (305) 373-9443
-------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-17389.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of each Class Amount Maximum Aggregate Amount of
of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share (1) Price(1) Fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 par value 22,480 Shares(2) $67.00 $1,506,160 $444.32
------------------------------------------------------------------------------------------------------
Total $444.32
------------------------------------------------------------------------------------------------------
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A), OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 FILE NO.
333-17389
Andrx Corporation (the "Company") hereby incorporates by reference into
the Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-17389) declared effective on January 26,
1999 by the Securities and Exchange Commission (the "Commission"), including
each of the agreements filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein.
<PAGE>
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-3 and has duly caused this
Registrant Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Fort Lauderdale, State of Florida, on February 26,
1999.
ANDRX CORPORATION
By: /S/ ALAN P. COHEN
-------------------------------------
Alan P. Cohen, Chief Executive Officer
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 TITLE DATE
- ----------------------------------------- ------------------------------------ ---------------------------
<S> <C> <C>
/S/ ALAN P. COHEN Co-Chairman, Chief Executive February 26, 1999
- ----------------------------------------- Officer and Director (principal
Alan P. Cohen executive officer)
/S/ ELLIOT F. HAHN President and Director February 26, 1999
- -----------------------------------------
Elliot F. Hahn, Ph.D.
/S/ CHIH-MING J. CHEN Co-Chairman, Chief Scientific Officer February 26, 1999
- ----------------------------------------- and Director
Chih-Ming J. Chen, Ph.D.
/S/ ANGELO C. MALAHIAS Vice President and Chief Financial February 26, 1999
- ----------------------------------------- Officer (principal financial and
Angelo C. Malahias accounting officer)
* Director February 26, 1999
- -----------------------------------------
Elaine Bloom
* Director February 26, 1999
- -----------------------------------------
Irwin C. Gerson
* Director February 26, 1999
- -----------------------------------------
Michael Schwartz, Ph.D.
* Director February 26, 1999
- -----------------------------------------
Melvin Sharoky, M.D.
By: /S/ ELLIOT F. HAHN
- -----------------------------------------
Elliot F. Hahn, Ph.D.,
Attorney-in Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (filed as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
EXHIBIT 5.1
BROAD AND CASSEL
ATTORNEYS AT LAW
201 SOUTH BISCAYNE BOULEVARD
MIAMI CENTER, SUITE 3000
MIAMI, FLORIDA 33131
(305) 373-9400
February 26, 1999
Andrx Corporation
4001 Southwest 47th Avenue
Suite 201
Fort Lauderdale, Florida 33314
Re: ANDRX CORPORATION (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
You have requested our opinion with respect to the shares of the
Company's common stock, $.001 par value (the "Shares"), included in the
Company's registration statement on Form S-3 (the "Registration Statement"). The
Registration Statement has been filed with the U.S. Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based on, and subject to the foregoing, we are of the opinion that the
shares of Common Stock included in the Registration Statement are duly and
validly issued, fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
<PAGE>
Andrx Corporation
February 26, 1999
Page 2
This opinion has been prepared and is to be construed in accordance with
the Report on Standards for Florida Opinions, dated April 8, 1991, issued by the
Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations promulgated
thereunder.
Very truly yours,
BROAD AND CASSEL
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
use of our reports (and to all references to our firm) included in or made a
part of this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida.
February 26, 1999
