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As filed with the Securities and Exchange Commission on
November 15, 1994
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment 2
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934
__________________
ICN PHARMACEUTICALS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 33-0628076
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
3300 Hyland Ave.
Costa Mesa, CA 92626
(714) 545-0100
__________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8 1/2 % Convertible Subordinated New York Stock Exchange
Notes Due 1999
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
None
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Item 1. Description of Registrant's Securities to be Registered
The Registrant has filed with the Commission a description of the
8 1/2% Convertible Subordinated Notes in the aggregate principal
amount of up to $115 million (the "Notes") as part of the Registration
Statement on Form S-1 filed with the Commission on October 11, 1994,
Registration No. 33-83952 which was declared effective by the Commission on
November 10, 1994, and the description of the Subordinated Convertible Notes
contained therein is hereby incorporated by reference.
Item 2.
Number Description
1.1 Registration Statement on Form S-4, No. 33-84534, as
filed with the Securities and Exchange Commission on
September 28, 1994.
1.2 Registration Statement on Form S-1, No. 33-83952, as
filed with the Securities and Exchange Commission on
October 11, 1994.
4.1 Form of Amended Certificate of Incorporation of the
Registrant.
4.2 Form of Bylaws of the Registrant.
4.3 Form of Indenture dated as of November 18, 1994, between
ICN Merger Corp. and American Stock Transfer, as Trustee
(including form of Note).
5.1 Specimen copy of 8 1/2% Subordinated Convertible
Notes due 1999.
6.1 Joint Proxy Statement and Annual Report of ICN
Pharmaceuticals, Inc., SPI Pharmaceuticals, Inc.,
Viratek, Inc. and ICN Biomedicals, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICN PHARMACEUTICALS, INC.
/s/ M'Liss Jones Kane
By:___________________________
M'Liss Jones Kane
Date: November 15, 1994 Vice President, Assistant General
Counsel
