AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
AUGUST 22, 1996
Registration No. 333-
==============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ICN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0628076
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3300 Hyland Avenue
Costa Mesa, California 92626
(714) 545-0100
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Copies To:
David C. Watt
Executive Vice President, General Counsel and Corporate Secretary
ICN Pharmaceuticals, Inc.
3300 Hyland Avenue
Costa Mesa, California 92626
(714) 545-0100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code,of Agent For Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
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: [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------
<CAPTION>
Title of
Each Class
of Proposed Proposed
Securities Amount to Maximum Maximum
to be be Offering Aggregate Amount of
Registered Registered Price Per Offering Registration
(1) (1) Share (2) Price (2) Fee (2)
- --------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 5,000,000 $20.3125 $101,562,500 $35,022
Stock,
$.01 par
value
- --------------------------------------------------------------
<FN>
(1) Also includes associated Preferred Stock Purchase Rights.
(2) The offering price per share is estimated pursuant to Rule
457(c) solely for the purpose of calculating the
registration fee and is based upon the average of the high
and low price of shares of Common Stock as reported on the
New York Stock Exchange on August 16, 1996 (which date is
within five business days prior to the date of the filing of
this Registration Statement).
</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 SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
==============================================================
SUBJECT TO COMPLETION, DATED AUGUST 22, 1996
PROSPECTUS
ICN PHARMACEUTICALS, INC.
5,000,000 SHARES OF COMMON STOCK
This Prospectus relates to 5,000,000 shares (the
"Shares") of Common Stock, $ .01 par value, including
associated Preferred Stock Purchase Rights (the "Common
Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation
(the "Company" or "ICN"), that may from time to time be sold
by the Company.
The Common Stock is listed on the New York Stock Exchange
("NYSE") under the symbol "ICN." Any Shares sold pursuant to
a Prospectus Supplement will be listed on such exchange,
subject to official notice of issuance. On August 20, 1996,
the closing sale price per share, as reported by the NYSE, was
$20.75.
Shares may be sold directly, through agents,
underwriters or dealers as designated from time to time, or
through a combination of such methods. Shares may also be
issued to third parties in connection with business
combination transactions. See "Plan of Distribution". If
agents of the Company or any dealers or underwriters are
involved in the sale of Shares in respect of which this
Prospectus is being delivered, the names of such agents,
dealers or underwriters and any applicable commissions or
discounts will be set forth in or may be calculated from the
Prospectus Supplement with respect to such Shares. The net
proceeds to the Company from such sales also will be set forth
in the applicable Prospectus Supplement.
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5
OF THIS PROSPECTUS.
This Prospectus may not be used to consummate sales of
Shares unless accompanied by a Prospectus Supplement.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------
The date of this Prospectus is , 1996.
============================================================
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
============================================================
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company may be inspected and
copies obtained (at prescribed rates) at the public reference
facilities maintained by the Commission in Washington, D.C. at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices in New York at 7 World
Trade Center 13th Floor, New York, New York 10048 and in Chicago
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained (at
prescribed rates), by writing to the Public Reference Section of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material is also available through
the Commission's Web site (http://www.sec.gov). In addition,
such material may also be inspected at the NYSE, 20 Broad Street,
New York, New York 10005, on which the Common Stock is listed.
This Prospectus is part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Shares. This Prospectus
does not contain all the information set forth or incorporated by
reference in the Registration Statement and the exhibits and
schedules relating thereto, certain portions of which have been
omitted as permitted by the Commission's rules and regulations.
For further information with respect to the Company and the
Shares offered hereby, reference is made to the Registration
Statement and the exhibits thereto which are on file at the
offices of the Commission and may be obtained upon payment of the
fee prescribed by the Commission as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports and documents filed by the Company
with the Commission pursuant to the Exchange Act are incorporated
into this Prospectus by reference as of their respective dates:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 as amended by Form 10-K/A-1, dated
April 29, 1996.
2. Quarterly Report on Form 10-Q for the three months
ended March 31, 1996.
3. Quarterly Report on Form 10-Q for the six months ended
June 30, 1996.
4. The description of the Common Stock and associated
Preferred Stock Purchase Rights contained in the
Registration Statement on Form 8-A, dated November 10,
1994.
All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares pursuant to this
Prospectus (this "Offering") shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such reports and documents. Any statement
contained herein or in a report or document incorporated or
deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently
filed report or document that is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The making of a modifying or superseding statement shall not
be deemed an admission for any purpose that the modified or
superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a
material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances
in which it was made.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE REPORTS AND DOCUMENTS
INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS THERETO,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH REPORTS OR DOCUMENTS). WRITTEN REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO DAVID C. WATT, EXECUTIVE VICE
PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY, ICN
PHARMACEUTICALS, INC., 3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA
92626. TELEPHONE INQUIRIES MAY BE DIRECTED TO DAVID C. WATT AT
(714) 545-0100.
THE COMPANY
On November 1, 1994, the stockholders of ICN
Pharmaceuticals, Inc. ("Old ICN"), SPI Pharmaceuticals, Inc.
("SPI"), Viratek, Inc. ("Viratek"), and ICN Biomedicals, Inc.
("Biomedicals") (collectively, the "Predecessor Companies")
approved the combination of the Predecessor Companies ("the
Merger"). On November 10, 1994, SPI, Old ICN and Viratek merged
into ICN Merger Corp., and Biomedicals merged into ICN Subsidiary
Corp., a wholly-owned subsidiary of ICN Merger Corp. In
conjunction with the Merger, ICN Merger Corp. was renamed ICN
Pharmaceuticals, Inc. For accounting purposes, SPI is the
acquiring company and as a result, the Company reports the
historical financial data of SPI in its financial results.
Subsequent to the Merger, the results of the Company include the
combined operations of all Predecessor Companies.
ICN is a multinational research-based pharmaceutical company
that develops, manufactures, distributes and sells
pharmaceutical, nutrition, research and diagnostic products. The
Company pursues a strategy of international expansion which
includes (i) research and development of proprietary products
with the potential to be significant contributors to the
Company's global operations; (ii) penetration of major
pharmaceutical markets by means of targeted acquisitions; and
(iii) expansion in these major markets through the development or
acquisition of pharmaceutical products that meet the particular
needs of each market.
The Company distributes and sells a broad range of
prescription and over-the-counter pharmaceutical and nutritional
products in over 60 countries worldwide, primarily in North
America, Latin America, Western Europe and Eastern Europe. These
pharmaceutical products treat viral and bacterial infections,
diseases of the skin, myasthenia gravis, cancer, cardiovascular
disease, diabetes and psychiatric disorders. The Company's
leading product is the broad spectrum antiviral agent ribavirin,
which is marketed in the United States, Canada and most of Europe
under the trade name Virazole [Registered Trademark]. Virazole
[Registered Trademark] is currently approved for commercial sale
in over 40 countries for one or more of a variety of viral
infections, including respiratory syncytial virus ("RSV"), herpes
simplex, influenza, chicken pox, hepatitis and HIV. In the
United States, Virazole [Registered Trademark] is approved only
for use in hospitalized infants and young children with severe
lower respiratory infections due to RSV.
The Company believes it has substantial opportunities to
realize growth from its internally developed compounds. These
compounds are the result of significant investments in its
research and development activities related to nucleic acids
conducted over three decades. The Company believes that the
approval of Virazole [Registered Trademark] for the treatment of
chronic hepatitis C would be important to the Company because of
the potential size of the chronic hepatitis C market both in the
United States and abroad. On June 1, 1994, a New Drug
Application ("NDA") was filed with the United States Food and
Drug Administration (the "FDA") for the use of Virazole
[Registered Trademark] for the treatment of chronic hepatitis C
in the United States. Similar applications for approval to
market Virazole [Registered Trademark] for chronic hepatitis C
were filed in the European Union, Canada, Sweden, Norway,
Finland, Australia and New Zealand. Following the submission of
the NDA, the FDA raised serious questions regarding the safety
and efficacy of Virazole [Registered Trademark]. Similar
questions were raised by foreign reviewers. Subsequently, the
Company withdrew its NDA for Virazole [Registered Trademark] and
the applications for Virazole [Registered Trademark] submitted in
other world markets. On July 28, 1995, the Company entered into
an agreement (described below) with a subsidiary of Schering-
Plough Corporation (collectively with such subsidiary,
"Schering") to license ribavirin (Virazole [Registered
Trademark]) as a treatment for chronic hepatitis C in combination
with Schering's alpha interferon (the "Combination Therapy").
The FDA subsequently approved a protocol for the testing of the
Combination Therapy, and Schering is currently conducting Phase
III clinical trials of the Combination Therapy. To obtain FDA
approval of Virazole [Registered Trademark] for use in
Combination Therapy, the Company and Schering must demonstrate
that Combination Therapy is safer and more effective in treating
chronic hepatitis C than alpha interferon alone. Schering is
also testing the Combination Therapy pursuant to protocols
approved by the European Union. The Company continues to believe
that Virazole [Registered Trademark] has potential in the
treatment of hepatitis C in Combination Therapy and is taking all
steps necessary to capitalize on its full potential.
Pursuant to an Exclusive License and Supply Agreement (the
"License Agreement") with Schering, the Company licensed
ribavirin to Schering for use in Combination Therapy. The
License Agreement provided the Company an initial non-refundable
payment by Schering of $23,000,000, and future royalty payments
to the Company for marketing of ribavirin, including certain
minimum royalty rates. Schering will have exclusive marketing
rights for ribavirin for hepatitis C worldwide, except that the
Company will retain the right to co-market the drug in the
countries of the European Union. In addition, Schering will
purchase up to $42,000,000 in Common Stock upon the achievement
of certain regulatory milestones. Under the License Agreement,
Schering will be responsible for all clinical developments
worldwide.
The Company believes it is positioned to expand its presence
in the pharmaceutical markets in Eastern Europe. In 1991, a 75%
interest was acquired in Galenika Pharmaceuticals, a large drug
manufacturer and distributor in Yugoslavia. Galenika
Pharmaceuticals was subsequently renamed ICN Galenika
("Galenika"). This acquisition added new products and
significantly expanded the sales volume of the Company. With the
investment in Galenika Pharmaceuticals, the Company became one of
the first Western pharmaceutical companies to establish a direct
investment in Eastern Europe. Galenika continues to be a
significant part of the Company's operations although its sales
and profitability have, at times, been substantially diminished,
owing principally to the imposition of sanctions on Yugoslavia by
the United Nations. However, in December 1995, the United
Nations Security Council adopted a resolution that suspended
economic sanctions imposed on the Federal Republic of Yugoslavia
since May of 1992. The suspension of economic sanctions has
enabled Galenika to resume exporting certain of its product lines
to Russia, other Eastern Europe Markets, Africa, the Middle East
and the Far East. Additionally, during 1995, in pursuing its
Eastern Europe expansion strategy, the Company acquired a 75%
interest in Oktyabr, a pharmaceutical company in the Russian
Republic. The Company subsequently acquired an additional 15%
interest in Oktyabr, increasing its interest in Oktyabr to 90%.
In addition to its pharmaceutical operations, the Company
also develops, manufacturers and sells a broad range of research
chemical products, diagnostic reagents and radiation monitoring
services. The Company markets these products internationally to
major scientific, academic, health care and governmental
institutions through catalog and direct mail marketing programs.
The principal executive offices of the Company are located
at 3300 Hyland Avenue, Costa Mesa, California 92626. The
telephone number at such address is (714) 545-0100.
RISK FACTORS
An investment in the Shares involves a high degree of risk
and may not be appropriate for investors who cannot afford to
lose their entire investment. Prospective purchasers of the
Shares should be fully aware of the risk factors set forth
herein. This Prospectus contains or incorporates statements that
constitute forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Those
statements appear in a number of places in this Prospectus and in
the documents incorporated by reference and may include
statements regarding, among other matters, the Company's growth
opportunities, the Company's acquisition strategy, regulatory
matters pertaining to governmental approval of the marketing or
manufacturing of certain of the Company's products and other
factors affecting the Company's financial condition or results of
operations. Prospective investors are cautioned that any such
forward looking statements are not guarantees of future
performance and involve risks, uncertainties and other factors
which may cause actual results, performance or achievements to
differ materially from the future results, performance or
achievements expressed or implied in such forward looking known
and unknown statements. Such factors include the various risk
factors described below.
DEPENDENCE ON FOREIGN OPERATIONS
Approximately 75% and 79% of the Company's net sales for
1995 and the six months ended June 30, 1996, respectively, were
generated from operations outside the United States. The Company
operates directly and through distributors in North America,
Latin America (principally Mexico), Western Europe and Eastern
Europe and through distributors elsewhere in the world. Foreign
operations are subject to certain risks inherent in conducting
business abroad, including possible nationalization or
expropriation, price and exchange controls, limitations on
foreign participation in local enterprises, health-care
regulation and other restrictive governmental actions. Changes
in the relative values of currencies take place from time to time
and may materially affect the Company's results of operations.
Their effects on the Company's future operations are not
predictable.
RISK OF OPERATIONS IN YUGOSLAVIA
Galenika represents a material part of the Company's
business. Approximately 46% and 46% of the Company's net sales
for 1995 and the six months ended June 30, 1996, respectively,
were from Galenika. In addition, approximately 39% and 51% of
the Company's operating income for 1995 and the six months ended
June 30, 1996, respectively, were from Galenika. The current
political and economic circumstances in Yugoslavia create certain
business risks particular to that country. Between May 1992 and
December 1995, Yugoslavia had been operating under sanctions
imposed by the United Nations which had severely limited the
ability to import raw materials for manufacturing and had
prohibited all exports. While the sanctions were suspended in
December 1995, certain risks such as hyperinflation, currency
devaluations, wage and price controls and potential government
action could continue to have a material adverse effect on the
Company's results of operations.
Galenika is subject to price controls in Yugoslavia. The
size and frequency of government-approved price increases are
influenced by local inflation, devaluations, cost of imported raw
materials and demand for Galenika products. During 1995,
Galenika received fewer price increases than in the past due to
lower relative levels of inflation. As inflation increases, the
size and frequency of price increases are expected to increase.
Price increases obtained by Galenika are based on economic events
preceding such an increase and not on expectations of ongoing
inflation. A lag in approved price increases could reduce the
gross margins that Galenika receives on its products. Although
the Company expects that Galenika will limit sales of products
that have poor margins until an acceptable price increase is
received, the impact of an inability to obtain adequate price
increases in the future could have an adverse impact on the
Company as a result of declining gross profit margins or
declining sales in an effort to maintain existing gross margin
levels.
RISK OF OPERATIONS IN EASTERN EUROPE AND RUSSIA
The Company has an investment in Russia through its 90%
interest in the Russian pharmaceutical company Oktyabr. In May
1996, the Company purchased a 40% investment in a U.S. company
which has a 51% interest in a joint venture with a joint stock
company in Kazakhstan to convert a former Soviet scientific
production complex in Kazakhstan into a pharmaceutical
manufacturing and distribution plant. It is anticipated that the
Company's investment in the joint venture will be a pproximately
$3 million. In June 1996, the Company acquired an approximately
88% interest in Lekstredstva, a Russian pharmaceutical company,
and intends to make additional purchases from existing
Lekstredstva stockholders to increase its interest to 95%. It is
estimated that the aggregate investment in Lekstredstva will cost
approximately $6.3 million. In addition, in June 1996, the
Company won a competitive bid to purchase up to a 59% interest in
Alkaloida Chemical Co., a Hungarian state-owned pharmaceutical
company, for approximately $21.9 million. The Company
anticipates that the Alkoloida transaction will close in September
1996, subject to the negotiation of a definitive agreement. In
July 1996, the Company acquired a 49% interest in Polipharm, a
Russian pharmaceutical company, for approximately $1.1 million.
The Company is also considering several other strategic
acquisitions and investments in Eastern Europe. Although the
Company believes that investment in Russia and Eastern Europe
offers access to growing world markets, the economic and political
conditions in such countries are unstable.
NO ASSURANCE OF SUCCESSFUL DEVELOPMENT AND COMMERCIALIZATION
OF FUTURE PRODUCTS
The Company's future growth will depend, in large part, upon
its ability to develop or obtain and commercialize new products
and new formulations of or indications for current products. The
Company is engaged in an active research and development program
involving compounds owned by the Company or licensed from others
which the Company may, in the future, desire to develop
commercially. There can be no assurance that the Company will be
able to develop or acquire new products, obtain regulatory
approvals to use such products for proposed or new clinical
indications in a timely manner, manufacture its potential
products in commercial volumes or gain market acceptance for such
products. In addition, the Company may require financing over
the next several years to fund costs of development and
acquisitions of new products and, if Virazole [Registered
Trademark] is approved for treatment of chronic hepatitis C in
Combination Therapy (for which there can be no assurance), to
expand the production and marketing of Virazole [Registered
Trademark] in the countries of the European Union where the
Company has retained marketing rights under the License
Agreement. It may be desirable that the Company enter into
licensing arrangements with other pharmaceutical companies in
order to market effectively any new products or new indications
for existing products such as the License Agreement with Schering
for the marketing of Virazole [Registered Trademark] for
Combination Therapy (if approved). There can be no assurance
that the Company will be successful in raising such additional
capital or entering into such marketing arrangements, if
required, or that such capital will be, raised, or such marketing
arrangements will be, on terms favorable to the Company.
LIMITED PATENT PROTECTION
The Company may be dependent on the protection afforded by
its patents relating to Virazole [Registered Trademark] and no
assurance can be given as to the breadth or degree of protection
which these patents will afford the Company. The Company has
patent rights in the United States expiring in 1999 relating to
the use of Virazole [Registered Trademark] to treat specified
human viral diseases. If future development of Virazole
[Registered Trademark] in Combination Therapy is successful and
approval is granted in the United States, an additional award of
exclusivity will be granted of up to three years from date of
approval (Waxman-Hatch Act); however, there can be no assurance
that such development will be successful or that such approval
will be obtained. While the Company has patents in certain
foreign countries covering use of Virazole [Registered Trademark]
in the treatment of certain diseases, which coverage and
expiration varies and which patents expire at various times
through 2006, the Company has no, or limited, patent rights with
respect to Virazole [Registered Trademark] and/or its use in
certain foreign countries where Virazole [Registered Trademark]
is currently, or in the future may be, approved for commercial
sale, including France, Germany and Great Britain. However, the
Company and Schering intend to file applications for approval of
Combination Therapy through a centralized procedure in the
European Union (which includes France, Germany and Great
Britain). If such approval is granted, the Company and Schering
would be afforded either six or ten years (depending upon the
particular country) of protection for the Combination Therapy
against competition . There can be no assurance that the loss of
the Company's patent rights with respect to Virazole [Registered
Trademark] upon expiration of the Company's patent rights in the
United States, Europe and elsewhere will not result in
competition from other drug manufacturers or will not otherwise
have a significant adverse effect upon the business and
operations of the Company.
As a general policy, the Company expects to seek patents,
where available, on inventions concerning novel drugs,
techniques, processes or other products which it may develop or
acquire in the future. However, there can be no assurance that
any patents applied for will be granted, or that, if granted,
they will have commercial value or as to the breadth or the
degree of protection which these patents, if issued, will afford
the Company. The Company intends to rely substantially on its
unpatented proprietary know-how, but there can be no assurance
that others will not develop substantially equivalent proprietary
information or otherwise obtain access to the Company's know-how.
Patents for pharmaceutical compounds are not available in certain
countries in which the Company markets its products.
Marketing approvals in certain foreign countries provide an
additional level of protection for products approved for sale in
such countries.
UNCERTAIN IMPACT OF ACQUISITION PLANS
The Company intends aggressively to continue its strategy of
targeted expansion through the acquisition of compatible
businesses and product lines and the formation of strategic
alliances, joint ventures and other business combinations.
Should the Company complete any material acquisition, the
Company's success or failure in integrating the operations of the
acquired company may have a material impact on the future growth
or success of the Company.
POTENTIAL LITIGATION EXPOSURE
ICN is a defendant in various lawsuits including certain
consolidated class action lawsuits alleging, among other things,
violations of federal securities laws. The plaintiffs in these
lawsuits allege that ICN made, or aided and abetted other
defendants in making, misrepresentations of material facts and
omitted to state material facts concerning the business,
financial condition and future prospects of the Company,
primarily concerning developments regarding Virazole [Registered
Trademark], including statements made in the 1980's concerning
the efficacy and safety of the drug and the market for the drug
in the treatment of AIDS and AIDS related diseases, and
statements made in 1994 and 1995 concerning the Company's NDA for
the use of Virazole [Registered Trademark] for the treatment of
chronic hepatitis C (the "Hepatitis C NDA"). See "Recent
Developments."
The Commission is conducting a private investigation (the
"Commission Investigation") with respect to certain matters
pertaining to the status and disposition of the Hepatitis C NDA,
including whether, during the period June 1994 through
February 1995, the Company, persons or entities associated with
it and others (including Mr. Milan Panic, Chairman, President and
Chief Executive Officer of the Company), in the offer and sale or
in connection with the purchase and sale of Common Stock, engaged
in possible violations of federal securities laws, by having
possibly: (i) made false or misleading statements or omitted
material facts with respect to the status and disposition of the
Hepatitis C NDA; (ii) purchased or sold Common Stock while in
possession of material, non-public information concerning the
status and disposition of the Hepatitis C NDA; or (iii) conveyed
material, non-public information concerning the status and
disposition of the Hepatitis C NDA, to other persons who may have
purchased or sold Common Stock. The Company is cooperating with
the Commission in its investigation.
The Company has received a Subpoena (the "Subpoena") from a
Grand Jury in the United States District Court, Central District
of California requesting the production of documents covering a
broad range of matters over various time periods. The Company
and Milan Panic are subjects of the investigation. The Company
is cooperating with the production of documents pursuant to the
Subpoena.
DEPENDENCE ON KEY PERSONNEL
The Company believes that its continued success will depend
to a significant extent upon the efforts and abilities of its
management, including Milan Panic, its Chairman, President and
Chief Executive Officer. The loss of their services could have a
material adverse effect on the Company. The Company cannot
predict what effect, if any, the Commission's Investigation and
the Subpoena may have on Mr. Panic's ability to continue to
devote services on a full time basis to the Company. See " --
Potential Litigation Exposure," above.
POTENTIAL PRODUCT LIABILITY EXPOSURE AND LACK OF INSURANCE
The Company could be exposed to possible claims for personal
injury resulting from allegedly defective products. Even if a
drug were approved for commercial use by an appropriate
governmental agency, there can be no assurance that users will
not claim that effects other than those intended may result from
the Company's products. The Company generally self-insures
against potential product liability exposure with respect to its
marketed products, including Virazole [Registered Trademark].
While to date no material adverse claim for personal injury
resulting from allegedly defective products, including Virazole
[Registered Trademark], has been successfully maintained against
the Company or any of its predecessors, a substantial claim, if
successful, could have a material adverse effect on the Company.
GOVERNMENT REGULATION
FDA approval must be obtained in the United States and
approval must be obtained from comparable agencies in other
countries prior to marketing or manufacturing new pharmaceutical
products for use by humans in such respective jurisdictions.
Obtaining FDA approval for new products and manufacturing
processes can take a number of years and involves the expenditure
of substantial resources. Numerous requirements must be
satisfied, including preliminary testing programs on animals and
subsequent clinical testing programs on humans, to establish
product safety and efficacy. No assurance can be given that
authorization of the commercial sale of any new drugs or
compounds by the Company for any application will be secured in
the United States or any other country, or that, if such
authorization is secured, those drugs or compounds will be
commercially successful.
The FDA in the United States and other regulatory agencies
in other countries also periodically inspect manufacturing
facilities. Failure to comply with applicable regulatory
requirements can result in, among other things, sanctions, fines,
delays or suspensions of approvals, seizures or recalls of
products, operating restrictions and criminal prosecutions.
Furthermore, changes in existing regulations or adoption of new
regulations could prevent or delay the Company from obtaining
future regulatory approvals.
The Company is subject to price control restrictions on its
pharmaceutical products in the majority of countries in which it
operates. To date, the Company has been affected by pricing
adjustments in Spain and by the lag in allowed price increases in
Yugoslavia and Mexico, which have created lower sales in U.S.
dollars and reductions in gross profit. Future sales and gross
profit could be materially affected if the Company is unable to
obtain price increases commensurate with the levels of inflation.
COMPETITION
The Company operates in a highly competitive environment.
The Company's competitors, many of whom have substantially
greater capital resources and marketing capabilities and larger
research and development staffs and facilities than the Company,
are actively engaged in marketing products similar to those of
the Company and in developing new products similar to those
proposed to be developed and sold by the Company. Others may
succeed in developing products that are more effective than those
marketed or proposed for development by the Company. Progress by
other researchers in areas similar to those being explored by the
Company may result in further competitive challenges. In early
1996, MedImmune, Inc. began marketing in the United States
RespiGam, a prophylactic drug for the treatment of RSV. The
Company is aware of several other ongoing research and
development programs which are attempting to develop new
prophylactic and therapeutic products for treatment of RSV.
Although the Company will follow publicly disclosed developments
in this field, on the basis of currently available data, it is
unable to evaluate whether RespiGam or the other technology being
developed in these programs poses a threat to the Company's
current market position in the treatment of RSV or its revenue
streams. The Company may also face increased competition from
manufacturers of generic pharmaceutical products when certain of
the patents covering certain of its currently marketed products
expire.
RECENT DEVELOPMENTS
ICN has been a defendant in certain consolidated class action
lawsuits pending in the United States District Court for the
Southern District of New York entitled In re PaineWebber
Securities Litigation (Case No. 86 Civ. 6776 {BMW}) and In re
ICN/Viratek Securities Litigation (Case No. 87 Civ. 4296 {BMW}).
The plaintiffs in these lawsuits have alleged that ICN made, or
aided and abetted other defendants in making, misrepresentations
of material facts and omitted to state material facts concerning
the business, financial condition and future prospects of the
Company, primarily concerning developments regarding
Virazole(registered trademark), including statements made in 1986
and 1987 concerning the efficacy and safety of the drug and the
market for the drug in the treatment of AIDS related
conditions. On August 22, 1996, following a trial on the merits,
the jury sitting for such trial rejected a number of the
securities fraud claims brought against ICN. The jury was unable
to reach a verdict on the remaining claims and accordingly, a
mistrial was declared on those claims. There were no findings of
violations of securities laws and no damages were awarded. With
respect to the claims rejected by the jury, the plaintiffs have a
right to appeal, and with respect to the claims for which the jury
was unable to reach a verdict, the plaintiffs have a right to a
retrial.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Shares
offered hereby will be used for general corporate purposes,
including possible acquisitions of the capital stock or assets of
other companies, retirement of short-term or long-term
indebtedness, or for such other uses as may be set forth in a
Prospectus Supplement. To the extent Shares are issued to third
parties in connection with business combination transactions, the
Company would not receive cash proceeds but would receive assets
or stock of third parties in exchange for such Shares.
PLAN OF DISTRIBUTION
The Company may sell Shares to or through underwriters or
dealers, directly to other purchasers, or through agents. Shares
may also be issued to third parties in connection with business
combination transactions. The Prospectus Supplement with respect
to the Shares will set forth the terms of the offering of the
Shares, including the name or names of any underwriters, dealers
or agents, the price of the offered Shares and the net proceeds to
the Company from such sale, any delayed delivery arrangements, any
underwriting discounts or other items constituting underwriters'
compensation, any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the Shares
may be listed.
If underwriters are used in the sale, the Shares will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public price or at varying
prices determined at the time of sale. The underwriters or
underwriters with respect to a particular underwritten offering
of Shares will be named in the Prospectus Supplement relating to
such offering, and if an underwriting syndicate is used, the
managing underwriters or underwriters will be set forth on the
cover of such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement, the obligations of the underwriters
or agents to purchase the Shares will be subject to certain
conditions precedent and the underwriters will be obligated to
purchase all the Shares if any are purchased. Any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If a dealer is utilized in the sale of any Shares in respect
of which this Prospectus is delivered, the Company will sell such
Shares to the dealer, as principal. The dealer may then resell
such Shares to the public at varying prices to be determined by
such dealer at the time of resale. The name of the dealer and
the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
Shares may be sold directly by the Company to one or more
institutional purchasers, or through agents designated by the
Company from time to time, at a fixed price or prices, which may
be changed, or at varying prices determined at time of sale. Any
agent involved in the offer or sale of the Shares will be named,
and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement relating thereto.
In connection with the sale of the Shares, underwriters or
agents may receive compensation from the Company or from
purchasers of Shares for whom they may act as agents in the form
of discounts, concessions, or commissions. Underwriters, agents,
and dealers participating in the distribution of the Shares may
be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of
the Shares by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Shares from the
Company at the public offering price set forth in such Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in
the Prospectus Supplement, and the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.
Any shares sold pursuant to a Prospectus Supplement will be
listed on the New York Stock Exchange, subject to official notice
of issuance. Any underwriters to whom Shares are sold by the
Company for public offering and sale may make a market in such
Shares, but such underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market
for any Shares.
Agents, dealers, and underwriters may be entitled under
agreements entered into with the Company to indemnification by
the Company against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with
respect to payments that such agents, dealers, or underwriters
may be required to make with respect thereto. Underwriters,
dealers, or agents and their associates may be customers of,
engage in transactions with and perform services for, the Company
in the ordinary course of business.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed
upon for the Company by David C. Watt, Executive Vice President,
General Counsel and Corporate Secretary of the Company. As of
August 22, 1996, Mr. Watt beneficially owned 100,332 shares of
Common Stock, including 98,337 shares which he has the right to
acquire upon the exercise of currently exercisable stock options.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated balance sheets as of December 31, 1995 and
1994, and the consolidated statements of income, retained
earnings and cash flows for each of the three years in the period
ended December 31, 1995, incorporated by reference in this
Prospectus, have been included herein in reliance on the report,
which includes, as it relates to 1994 and 1993, an emphasis of
matter paragraph related to certain transactions between
affiliates, of Coopers & Lybrand L.L.P., independent public
accountants, given on the authority of that firm as experts in
auditing and accounting. With respect to the unaudited interim
financial information for the periods ended June 30, 1996 and
1995 and March 31, 1996 and 1995, incorporated by reference in
this Prospectus, the independent accountants have reported that
they have applied limited procedures in accordance with
professional standards for a review of such information.
However, their separate reports included in the Company's
quarterly reports on Form 10-Q for the quarters ended June 30,
1996 and March 31, 1996, and incorporated by reference herein,
state that they did not audit and they do not express an opinion
on that interim financial information. Accordingly, the degree
of reliance on their report on such information should be
restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act for
their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the accountants
within the meaning of Sections 7 and 11 of the Securities Act.
Any financial statements and schedules hereafter
incorporated by reference in the Registration Statement of which
this Prospectus is a part, that have been audited and are the
subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon
the authority of such firms as experts in accounting and auditing
to the extent covered by consents filed with the Commission.
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR
IN ANY PROSPECTUS SUPPLEMENT, IN CONNECTION WITH THIS OFFERING,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. NEITHER THIS PROSPECTUS
NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses of the
Registrant in connection with the distribution of the securities
being registered hereunder.
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Fee.................................$ 35,022
NYSE Listing Fee $ 17,500
Blue Sky Fees and Expenses.....................$ 15,000
Legal Fees and Expenses........................$ 40,000
Accounting Fees and Expenses...................$ 10,000
Miscellaneous..................................$ 5,000
---------
Total ...................................$ 122,522
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact
that he or she is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith.
However, if the director or officer is not successful in the
defense of any action, suit or proceeding as referred to above or
in the defense of any claim, issue or matter therein, he shall
only be indemnified by the corporation as authorized in the
specific case upon a determination that indemnification is proper
because he or she met the applicable standard set forth above as
determined by a majority of the disinterested Board of Directors
or by the stockholders.
The Registrant's bylaws provide indemnification to its
officers and directors against liability they may incur in their
capacity as such, which indemnification is similar to that
provided by Section 145, unless a determination is reasonably and
promptly made by a majority of the disinterested Board of
Directors that the indemnitee acted in bad faith and in a manner
that the indemnitee did not believe to be in or not opposed to
the best interests of the Registrant, or, with respect to any
criminal proceeding, that the indemnitee believed or had
reasonable cause to believe that his or her conduct was unlawful.
The Registrant carries directors' and officers' liability
insurance, covering losses up to $5,000,000 (subject to a
$500,000 deductible).
The Registrant, as a matter of policy, enters into
indemnification agreements with its directors and officers
indemnifying them against liability they may incur in their
capacity as such. The indemnification agreements require no
specific standard of conduct for indemnification and make no
distinction between civil and criminal proceedings, except in
proceedings where the dishonesty of an indemnitee is alleged.
Such indemnification is not available if an indemnitee is
adjudicated to have acted in a deliberately dishonest manner with
actual dishonest purpose and intent where such acts were material
to the adjudicated proceeding. Additionally, the indemnity
agreements provide indemnification for any claim against an
indemnitee where the claim is based upon the indemnitee obtaining
personal advantage or profit to which he or she was not legally
entitled, the claim is for an accounting of profits made in
connection with a violation of Section 16(b) of the Securities
Exchange Act of 1934, or similar state law provision, or the
claim was brought about or contributed to by the dishonesty of
the indemnitee.
Section 102(b) (7) of the Delaware General Corporation Law,
as amended, permits a corporation to include in its certificate
of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (relating to unlawful
payment of dividend and unlawful stock purchase and redemption),
or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant has provided in its
certificate of incorporation, as amended, that its directors
shall be exculpated from liability as provided under Section
102(b) (7).
The foregoing summaries are necessarily subject to the
complete text of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation and the agreements
referred to above and are qualified in their entirety by
reference thereto.
ITEM 16. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of
Registrant, previously filed as Exhibit 3.1 to
Registration Statement No. 33-83952 on Form S-1, which is
incorporated herein by reference, as amended by the
Certificate of Merger, dated November 10, 1994, of ICN
Pharmaceuticals, Inc., SPI Pharmaceuticals, Inc., and
Viratek, Inc. with and into ICN Merger Corp.
4.2 Bylaws of the Registrant, previously filed as Exhibit 3.2
to Registration Statement No. 33-83952 on Form S-1, which
is incorporated herein by reference.
4.3 Form of Rights Agreement, dated as of November 2, 1994
between the Registrant and American Stock Transfer &
Trust Company as Trustee, previously filed as Exhibit 4.3
to Registration Statement on Form 8-A, dated November
10, 1994.
5. Opinion of David C. Watt, Executive Vice President,
General Counsel and Corporate Secretary of the
Registrant, regarding the legality of the securities being
registered.
15.1 Awareness Letter of Independent Public Accountants regarding
Unaudited Interim Financial Information.
15.2 Review Report of Independent Public Accountants for the
period ended March 31, 1996, previously filed as Exhibit 15
to Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, and incorporated herein by reference.
15.3 Review Report of Independent Public Accountants for the period
ended June 30, 1996, previously filed as Exhibit 15 to
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Public
Accountants.
23.2 Consent of David C. Watt (contained in his opinion filed
as Exhibit 5).
24. Power of Attorney (included elsewhere in this Registration
Statement).
ITEM 17. UNDERTAKINGS
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 paragraphs (i)
and (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 by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(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.
(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 offering.
(4) 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 in the Registration Statement shall be
deemed to be a new registration 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.
(5) 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 that
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 that 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 of 1933 and will be governed by the final
adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Costa Mesa and State of
California on August 22, 1996.
ICN PHARMACEUTICALS, INC.
/s/ Milan Panic
------------------------
By: Milan Panic
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Milan Panic and David C.
Watt his true and lawful attorneys-in-fact and agents, 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 and
amendments pursuant to Rule 462(b) under the Securities Act of
1933, as amended) 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, 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 his substitute or substitutes, 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 the dates indicated.
SIGNATURE TITLE DATE
/s/ Milan Panic
- -----------------
Milan Panic Chairman and August 22, 1996
Chief Executive
Officer
(Principal Executive
Officer)
/s/ John E. Giordani
- -----------------
John E. Giordani Executive Vice August 22, 1996
President, Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Norman Baker, Jr.
- -----------------
Norman Barker, Jr. Director August 22, 1996
/s/ Senator Birch E. Bayh, Jr.
- -----------------
Senator Birch E. Bayh, Jr. Director August 22, 1996
/s/ Alan F. Charles
- -----------------
Alan F. Charles Director August 22, 1996
/s/ Roger Guillemin
- -----------------
Roger Guillemin, Director August 22, 1996
M.D., Ph.D.
/s/ Adam Jerney
- -----------------
Adam Jerney Director, August 22, 1996
Executive Vice
President, Chief
Operating Officer
/s/ Dale Hanson
- -----------------
Dale M. Hanson Director August 22, 1996
/s/ Weldon B. Jolley
- -----------------
Weldon B. Jolley, Ph.D. Director August 22, 1996
/s/ Jean-Francois Kurz
- -----------------
Jean-Francois Kurz Director August 22, 1996
/s/ Thomas Lenagh
- -----------------
Thomas H. Lenagh Director August 22, 1996
/s/ Charles Manatt
- -----------------
Charles T. Manatt Director August 22, 1996
/s/ Stephen D. Moses
- -----------------
Stephen D. Moses Director August 22, 1996
/s/ Michael Smith
- -----------------
Michael Smith, Ph.D. Director August 22, 1996
/s/ Roberts A. Smith
- -----------------
Roberts A. Smith, Ph.D. Director August 22, 1996
/s/ Richard W. Starr
- -----------------
Richard W. Starr Director August 22, 1996
INDEX TO EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of
Registrant, previously filed as Exhibit 3.1 to
Registration Statement No. 33-83952 on Form S-1, which is
incorporated herein by reference, as amended by the
Certificate of Merger, dated November 10, 1994, of ICN
Pharmaceuticals, Inc., SPI Pharmaceuticals, Inc., and
Viratek, Inc. with and into ICN Merger Corp.
4.2 Bylaws of the Registrant, previously filed as Exhibit 3.2
to Registration Statement No. 33-83952 on Form S-1, which
is incorporated herein by reference.
4.3 Form of Rights Agreement, dated as of November 2, 1994
between the Registrant and American Stock Transfer & Trust
Company as Trustee, previously filed as Exhibit 4.3 to
Registration Statement on Form 8-A, dated November 10,
1994.
5. Opinion of David C. Watt, Executive Vice President,
General Counsel and Corporate Secretary of the Registrant,
regarding the legality of the securities being registered.
15.1 Awareness Letter of Independent Public Accountants regarding
Unaudited Interim Financial Information.
15.2 Review Report of Independent Public Accountants for the period
ended March 31, 1996, previously filed as Exhibit 15 to
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, and incorporated herein by reference.
15.3 Review Report of Independent Puclic Accountants for the period
ended June 30, 1996, previously filed as Exhibit 15 to
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Public
Accountants.
23.2 Consent of David C. Watt (contained in his opinion filed
as Exhibit 5).
24. Power of Attorney (included elsewhere in the Registration
Statement).
Exhibit 5
August 22, 1996
ICN Pharmaceuticals, Inc.
3300 Hyland Avenue
Costa Mesa, California 92626
RE: Registration Statement of Form S-3
ICN Pharmaceuticals, Inc.
5,000,000 Shares of Common Stock
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate
Secretary of ICN Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and have been involved with the registration
under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 5,000,000 shares (the "Shares") of common stock,
$.01 par value of the Company, being offered pursuant to the
above described Registration Statement.
In connection with the offering of the Shares, I have
examined the Amended and Restated Certificate of Incorporation,
By-laws and other corporate records of the Company, and such
other documents I have deemed relevant to this opinion.
Based and relying solely upon the foregoing, it is my
opinion that when issued for a consideration of at least $.01
per Share, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.
This opinion may be filed as an exhibit to the above
described Registration Statement. Consent is also given to the
reference to me under the caption "Legal Matters" in such
Registration Statement as having passed upon the validity of the
issuance of the Shares. In giving this consent, I do not hereby
admit that I come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ David C. Watt
David C. Watt
Executive Vice President,
General Counsel and Corporate Secretary
Exhibit 15.1
AWARENESS LETTER
August 22, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ICN Pharmaceuticals, Inc.
Registration Statement on Form S-3 (File No. ___________)
We are aware that our reports dated July 30, 1996 and April
26, 1996, on our reviews of interim financial information of ICN
Pharmaceuticals, Inc. for the three and six month periods ended
June 30, 1996 and for the three month period ended March 31, 1996
and included in the Company's quarterly reports on Form 10-Q for
the periods then ended are incorporated by reference in this
registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. __) of our report, which
includes, as it relates to 1994 and 1993, an emphasis of matter
paragraph related to certain transactions between affiliates,
dated February 19, 1996, appearing in the Annual Report on Form
10-K of ICN Pharmaceuticals, Inc. for the year ended December 31,
1995, on our audits of the consolidated financial statements and
financial statement schedule listed in the index on page 24 of
the Form 10-K. We also consent to the reference to our firm
under the caption "Independent Public Accountants."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Los Angeles, CA
August 22, 1996
