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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION STATEMENT NO. 333-82723
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PHARMACIA & UPJOHN, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 2834 98-0155411
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
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95 CORPORATE DRIVE
BRIDGEWATER, NEW JERSEY 08807
(908) 306-4400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DON W. SCHMITZ, ESQ.
PHARMACIA & UPJOHN, INC.
95 CORPORATE DRIVE
BRIDGEWATER, NEW JERSEY 08807
(908) 306-4400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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ANDREW D. SOUSSLOFF, ESQ. MARC M. ROSSELL, ESQ.
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
(212) 558-4000 (212) 848-4000
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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, please 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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2)
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Debt Securities(3).............................. 100%
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Debt Warrants(3)................................ $1,000,000,000(4) -- $1,000,000,000(4)(5)
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Preferred Stock(3).............................. --
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Common Stock, together with attached rights to
purchase Participating Preferred Stock(3)..... --
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TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
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Debt Securities(3)..............................
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Debt Warrants(3)................................ $278,000
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Preferred Stock(3)..............................
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Common Stock, together with attached rights to
purchase Participating Preferred Stock(3).....
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(1) In United States dollars or the equivalent thereof in one or more other
currencies, currency units or composite currencies.
(2) Estimated for the sole purpose of computing the registration fee in
accordance with Rule 457(o).
(3) Also includes such indeterminate amounts of Debt Securities, Debt Warrants,
Preferred Stock and Common Stock as may be issued upon conversion of or
exchange for any other securities that provide for conversion or exchange
into Debt Securities, Debt Warrants, Preferred Stock or Common Stock.
(4) Such amount represents the principal amount of Debt Securities issued at
their principal amount, the issue price rather than the principal amount of
any Debt Securities issued at an original issue discount, the issue price of
any Debt Warrants, the issue price of any Debt Securities issuable upon the
exercise of Debt Warrants, the liquidation preference of any Preferred Stock
and the issue price of any Common Stock.
(5) No separate consideration will be received for the Debt Securities, Debt
Warrants, Preferred Stock or Common Stock issuable upon conversion of, or in
exchange for, Debt Securities and Preferred Stock.
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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 SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 333-82723) is being filed solely for the purpose of amending
the description of the Common Stock being registered by the Company that
appears in the table on the facing page of the Registration Statement.
Accordingly, the form of prospectus which forms a part of this Registration
Statement has been omitted from this filing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the fees and expenses payable by
Pharmacia & Upjohn, Inc. in connection with the securities being registered
hereby:
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Securities and Exchange Commission registration fee......... $278,000
Legal fees and expenses..................................... 250,000
Accountants' fees and expenses.............................. 30,000
Blue sky fees and expenses.................................. 8,000
Indenture trustees' fees and expenses....................... 9,000
Printing.................................................... 15,000
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Total.................................................. $590,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. The Registrant's Certificate
of Incorporation and By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its executive officers and directors. The
Registrant has also purchased and maintains insurance for its officers,
directors, employees or agents against liabilities which an officer, a director,
an employee or an agent may incur in his capacity as such.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
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EXHIBIT DESCRIPTION
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1.1 -- Form of Underwriting Agreement for the Securities.*
4.1 -- Restated Certificate of Incorporation of Pharmacia & Upjohn
(incorporated by reference to Exhibits 4.1 and 4.2 to
Pharmacia & Upjohn's Registration Statement on Form S-8
filed May 3, 1996).*
4.2 -- Restated By-Laws of Pharmacia & Upjohn (incorporated by
reference to Exhibit 3.2 to Pharmacia & Upjohn's Annual
Report on Form 10-K for the year ended December 31, 1998,
filed March 30, 1999).*
4.3 -- Form of Indenture*
4.4 -- Form of Debt Securities (included in Exhibit 4.3).*
4.5 -- Form of Debt Warrant Agreement between Pharmacia & Upjohn,
Inc. and the Debt Warrant Agent, including a form of Debt
Warrant Certificate.*
5 -- Opinion of Sullivan & Cromwell.*
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EXHIBIT DESCRIPTION
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12.1 -- Computation of Earnings to Fixed Charges and Earnings to
Fixed Charges and Preferred Stock Dividends.*
15 -- Awareness Letter from PricewaterhouseCoopers LLP, concerning
unaudited interim financial information.*
23(a) -- Consent of PricewaterhouseCoopers LLP.*
23(b) -- Consent of Sullivan & Cromwell (included in Exhibit 5).*
24.1 -- Powers of Attorney (included in signature page).*
25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Bank of New York.*
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* Previously filed.
(b) Financial Statement Schedules.
Schedules are omitted because they are either not required, are not
applicable or because equivalent information has been included in the financial
statements, the notes thereto or elsewhere herein.
(c) Reports, Opinions and Appraisals.
Not applicable.
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 (the "Securities Act");
(ii) To reflect in the prospectus any fact or events arising after
the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Act of 1934 (the
"Exchange Act") that are incorporated in this Registration Statement;
(2) That, for purposes 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;
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The undersigned Registrant hereby undertakes 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 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.
Insofar as indemnification for liability arising under the Securities Act
of 1933 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 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 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, 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 BRIDGEWATER, NEW JERSEY, ON THIS 23RD DAY OF JULY, 1999.
PHARMACIA & UPJOHN, INC.
By /s/ FRED HASSAN
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Fred Hassan
President and 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 DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ FRED HASSAN President and Chief Executive July 23, 1999
- --------------------------------------------------- Officer and Director
Fred Hassan
/s/ CHRISTOPHER COUGHLIN Executive Vice President and July 23, 1999
- --------------------------------------------------- Chief Financial Officer
Christopher Coughlin (Principal Financial Officer)
/s/ ROBERT THOMPSON Senior Vice President July 23, 1999
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Robert Thompson Officer)
* Director July 23, 1999
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Richard H. Brown
* Director July 23, 1999
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Frank C. Carlucci
* Director July 23, 1999
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Gustaf A.S. Douglas
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SIGNATURE TITLE DATE
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* Director July 23, 1999
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M. Kathryn Eickhoff
* Director July 23, 1999
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J. Soren Gyll
* Director July 23, 1999
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R.L. Berthold Lindqvist
* Director July 23, 1999
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Olof G. Lund
* Director July 23, 1999
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C. Steven McMillan
* Director July 23, 1999
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William U. Parfet
* Director July 23, 1999
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Ulla B. Reinius
* Director July 23, 1999
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Bengt Samuelsson
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*By /s/ RICHARD COLLIER
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Richard Collier
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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1.1 -- Form of Underwriting Agreement for the Securities.*
4.1 -- Restated Certificate of Incorporation of Pharmacia & Upjohn
(incorporated by reference to Exhibits 4.1 and 4.2 to
Pharmacia & Upjohn's Registration Statement on Form S-8
filed May 3, 1996).*
4.2 -- Restated By-Laws of Pharmacia & Upjohn (incorporated by
reference to Exhibit 3.2 to Pharmacia & Upjohn's Annual
Report on Form 10-K for the year ended December 31, 1998,
filed March 30, 1999).*
4.3 -- Form of Indenture.*
4.4 -- Form of Debt Securities (included in Exhibit 4.3).*
4.5 -- Form of Debt Warrant Agreement between Pharmacia & Upjohn,
Inc. and the Debt Warrant Agent, including a form of Debt
Warrant Certificate.*
5 -- Opinion of Sullivan & Cromwell.*
12.1 -- Computation of Earnings to Fixed Charges and Earnings to
Fixed Charges and Preferred Stock Dividends.*
15 -- Awareness Letter from PricewaterhouseCoopers LLP, concerning
unaudited interim financial information.*
23(a) -- Consent of PricewaterhouseCoopers LLP.*
23(b) -- Consent of Sullivan & Cromwell (included in Exhibit 5).*
24.1 -- Powers of Attorney (included in signature page).*
25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Bank of New York.*
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*Previously filed
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