-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUeWTAIH0yMkfIx8t7V3Uf7eR+kv/wn/czms9SILmbaVaG6kQXIQaaUqeV00GRjl QDpMU1gpjuxdmcH+u2e3Vw== 0000912057-96-006944.txt : 19960425 0000912057-96-006944.hdr.sgml : 19960425 ACCESSION NUMBER: 0000912057-96-006944 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-02343 FILED AS OF DATE: 19960424 EFFECTIVENESS DATE: 19960424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALZA CORP CENTRAL INDEX KEY: 0000004310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770142070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-02765 FILM NUMBER: 96549975 BUSINESS ADDRESS: STREET 1: 950 PAGE MILL RD STREET 2: PO BOX 10950 CITY: PALO ALTO STATE: CA ZIP: 94303-0802 BUSINESS PHONE: 4154945000 S-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ALZA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 77-0142070 (State or other jurisdiction (I.R.S. employer of incorporation or identification number) organization)
950 PAGE MILL ROAD, P.O. BOX 10950, PALO ALTO, CALIFORNIA 94303-0802 (415) 494-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) BRUCE C. COZADD VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ALZA CORPORATION 950 PAGE MILL ROAD, P.O. BOX 10950 PALO ALTO, CALIFORNIA 94303-0802 (415) 494-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- WITH COPIES OF ALL ORDERS, NOTICES AND COMMUNICATIONS TO: Sarah A. O'Dowd Thomas C. Janson, Jr. Heller Ehrman White & McAuliffe Skadden, Arps, Slate, Meagher & Flom 525 University Avenue 300 South Grand Avenue Palo Alto, California 94301 Suite 3400 (415) 324-7000 Los Angeles, California 90071 (213) 687-5000
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest investment plans, please check the following box. / / If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act Registration number of the earlier effective registration statement for the same offering. /X/ 333-2343 -------------------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933 as amended, check the following box and list the Securities Act of 1933, as amended, registration number of the earlier effective registration statement for the same offering. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER DEBENTURE (1) OFFERING PRICE (1) REGISTRATION FEE Debentures due 2006................ $40,250,000(2) 100% $40,250,000 $13,879.31 Common Stock, par value $.01 per share.................... (3) -- -- None
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. (2) Includes $5,250,000 aggregate principal amount of Debentures subject to the Underwriter's over-allotment option. (3) Also being registered are such indeterminate number of shares of Common Stock as may be issuable upon conversion of the Debentures registered hereby. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Incorporation by Reference of Registration Statement on Form S-3 (Registration Statement No. 333-2343) ALZA Corporation hereby incorporates by reference into this Registration Statement on Form S-3 the contents of the Registration Statement on Form S-3 (Registration Statement No. 333-2343) declared effective on April 23, 1996 by the Securities and Exchange Commission, including all of the documents incorporated by reference therein and certain of the documents filed as exhibits to that Registration Statement as indicated herein. 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 the city of Palo Alto, State of California, on April 23, 1996. ALZA CORPORATION /S/ BRUCE C. COZADD -------------------------------------- Bruce C. Cozadd Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------------------------------------- ------------------------------------------------ ---------------------- * ------------------------------- Co-Chairman of the Board and Director April 23, 1996 Dr. Alejandro Zaffaroni * Co-Chairman of the Board, Chief Executive ------------------------------- Officer and Director (Principal Executive April 23, 1996 Dr. Ernest Mario Officer) * ------------------------------- Director April 23, 1996 William G. Davis ------------------------------- Director , 1996 Martin S. Gerstel * ------------------------------- Director April 23, 1996 Dr. Robert J. Glaser * ------------------------------- Director April 23, 1996 Dean O. Morton * ------------------------------- Director April 23, 1996 Rudolph A. Peterson * ------------------------------- Director April 23, 1996 Isaac Stein * ------------------------------- Director April 23, 1996 Julian N. Stern /S/ BRUCE C. COZADD ------------------------------- Vice President and Chief Financial Officer April 23, 1996 Bruce C. Cozadd (Principal Financial and Accounting Officer) *By /S/ BRUCE C. COZADD -------------------------- Bruce C. Cozadd Attorney in Fact
II-1 INDEX TO EXHIBITS *1.1 Form of Purchase Agreement between the Registrant and the Underwriter *4.1 Form of Certificate for the Debenture (included in Exhibit 4.2) *4.2 Form of Indenture between the Registrant and The Chase Manhattan Bank, N.A. as Trustee, relating to the Debentures 5.1 Opinion of Heller Ehrman White & McAuliffe as to legality of Debentures and Common Stock *8.1 Opinion of Heller Ehrman White & McAuliffe with respect to certain tax matters *12.1 Computation of Ratios of Earnings to Fixed Charges 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Heller Ehrman White & McAuliffe (included in its opinion filed as Exhibit 5.1 to this Registration Statement) *23.3 Consent of Heller Ehrman White & McAuliffe (included in its opinion filed as Exhibit 8.1 to this Registration Statement) *24.1 Power of Attorney *25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The Chase Manhattan Bank, N.A. to act as Trustee under the Indenture
- ------------------------ * Incorporated by reference to Registration Statement on Form S-3 (Registration No. 333-2343) EX-5. 2 EXHIBIT 5.1 EXHIBIT 5.1 April 23, 1996 10034-0086 ALZA Corporation 950 Page Mill Road Palo Alto, California 94303-0802 Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to ALZA Corporation, a Delaware corporation ("ALZA"), in connection with the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the "Commission") on or about April 24, 1996 (the "Registration Statement"), relating to $40,250,000 principal amount of Convertible Subordinated Debentures Due 2006 (the "Debentures"), including the shares of Common Stock issuable upon conversion thereof (the "Shares") at the initial Conversion Price defined in the form of Indenture (the "Indenture") included as Exhibit 4.2 to the Registration Statement on Form S-3 filed with the Commission on April 8, 1996 (the "First Registration Statement"), all as disclosed in the First Registration Statement. I. We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion: (a) The Certificate of Incorporation of ALZA, certified by the Secretary of State of the State of Delaware as of April 3, 1996 and certified to us by an officer of ALZA as being complete and in full force and effect as of the date of this opinion; ALZA Corporation April 23, 1996 Page 2 (b) The Bylaws of ALZA certified to us by an officer of ALZA as being complete and in full force and effect as of the date of this opinion; (c) Certifications by officers of ALZA (i) as to all of the proceedings and actions of the Board of Directors of ALZA relating to the Debentures and the Shares, and (ii) as to certain other factual matters; (d) The Registration Statement; (e) The First Registration Statement; (f) The Indenture; and (g) Certification by an officer of The First National Bank of Boston, transfer agent for ALZA's Common Stock, as to ceratin factual matters. We have assumed that the number of Shares issuable upon exercise of the Debentures and the Debentures registered under the First Registration Statement at the initial Conversion Price is less than 196,676,527, the number of shares of Common Stock of ALZA, currently authorized but not outstanding or otherwise reserved for issuance and that this number of shares of Common Stock will be available for issuance at the time of conversion. This opinion is limited to the General Corporation Law of the State of Delaware, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative opinion. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming (i) that the full consideration for each Debenture and each Share as stated in the Indenture and the Registration Statement is paid, and (ii) that all applicable securities laws are complied with, it is our opinion that, when issued and sold by ALZA, the Debentures and the Shares will be legally issued, fully paid and nonassessable. This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent. ALZA Corporation April 23, 1996 Page 3 We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ HELLER EHRMAN WHITE & MCAULIFFE EX-23. 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3) of ALZA Corporation for the registration of Convertible Subordinated Debentures due 2006 (the "Debentures") and shares of Common Stock issuable upon conversion of the Debentures, of our reports dated February 16, 1996, with respect to the consolidated financial statements of ALZA Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California April 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----