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As filed with the Securities and Exchange Commission on
November 10, 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.
(Previously named ICN Merger Corp.)
(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
Common Stock, par value $.01 per share New York Stock Exchange
12 7/8% Sinking Fund Debentures due 1998 New York Stock Exchange
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
Common Stock, par value $.01 per share, of the Registrant (the
"Common Stock") and the associated Preferred Stock Purchase
Rights (the "Rights") as part of the Registration Statement on
Form S-4 filed with the Commission on September 28, 1994,
Registration No. 33-84534, and the description of the Common
Stock contained therein is hereby incorporated by reference. The
terms of the 12 7/8% Singing Fund Debentures due 1998
(the "Debentures") are described as part of the Registration Statement
on Form S-3, filed with the Commission on May 22, 1986, Registration No.
33-5919 and the description of the Debentures contained therein is
hereby incorporated by reference. On November 10, 1994, ICN Pharma-
ceuticals, Inc., SPI Pharmaceuticals, Inc. and Viratek, Inc. merged
with and into the Registrant and ICN Biomedicals, Inc. merged with
and into a wholly owned subsidiary of the Registrant (collectively
the "Merger"). Under the terms of the Merger, the name of the Registrant
was changed to ICN Pharmaceuticals, Inc. and the Registrant assumed the
obligations under the Debentures.
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.
1.3 Registration Statement on Form S-3, No. 33-5919, as
filed with the Securities and Exchange Commission on
May 22, 1986.
4.1 Form of Amended Certificate of Incorporation of the
Registrant.
4.2 Form of bylaws of the Registrant.
4.3 Form of Rights Agreement, dated as of November 2, 1994
between the Registrant and American Stock Transfer &
Trust Company, as Trustee.
5.1 Specimen copy of certificate of Common Stock, par value
$.01 per share, of ICN Merger Corp.
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 10, 1994 Vice President
