-----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, IBLLFhySfFwDnGrH0LpovO5Dy6335HETxeFDpVi9qhHbYZ7RDEm4/uxNHFXj4zSi +dRhTws5Mg+F5rSVhnqK6A== 0000950144-05-012687.txt : 20051213 0000950144-05-012687.hdr.sgml : 20051213 20051212183752 ACCESSION NUMBER: 0000950144-05-012687 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP CENTRAL INDEX KEY: 0000772197 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 161003559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-66310 FILM NUMBER: 051259434 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3055756000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 POS AM 1 g98774posam.htm IVAX CORPORATION IVAX Corporation
 

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 2005
REGISTRATION NO. 333-66310
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IVAX Corporation
 
(Exact name of registrant as specified in its charter)
     
Florida   16-1003559
     
(State or other jurisdiction of
incorporation) 		  (I.R.S. Employer Identification Number)
4400 BISCAYNE BOULEVARD,
MIAMI, FLORIDA 33137
(305) 575-6000
 
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices )
STEVEN D. RUBIN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
IVAX CORPORATION
4400 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33137
(305) 575-6000
 
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
BOB GROSSMAN, ESQ.
GREENBERG TRAURIG LLP
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0756
     Approximate date of commencement of proposed sale to the public: Not applicable

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plan, please check the following box.  o
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.  o
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.  o
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 number of the earlier effective registration statement for the same offering.  o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

 

 

DEREGISTRATION OF SECURITIES
     On July 31, 2001, IVAX Corporation, a Florida corporation (“IVAX”), filed a registration statement on Form S-3 (No. 333-66310) for purposes of registering $725,000,000 principal amount of 4.5% convertible senior subordinated notes due 2008 (the “Notes”) and 18,102,344 shares of common stock issuable upon conversion of the Notes, together with their related common stock purchase rights. Pursuant to the terms of the Registration Rights Agreement and other related agreements that required IVAX to file the Registration Statement, IVAX is no longer required to keep the Registration Statement effective. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date of effectiveness of this Post-Effective Amendment No. 1, all of the remaining $283,880,000 principal amount of the Notes outstanding and all of the 18,102,344 shares of common stock issued or issuable upon conversion of the Notes, covered by the Registration Statement and unsold thereunder.
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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 of filing of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, Sate of Florida, on December 12, 2005.
         
  IVAX CORPORATION
 		  
  By:   /s/ Phillip Frost    
    Name:   Phillip Frost, M.D.   
    Title:   Chairman of the Board and Chief Executive
Officer 		  
 
     In accordance with the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 was signed by the following persons in the capacities and on the dates stated.
         
Signature
 
   Title
 
   Date
 
         
/s/ Phillip Frost, M.D.
 
Phillip Frost, M.D.		   Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) 		  December 12, 2005
         
/s/ Neil Flanzraich
 
Neil Flanzraich		   Vice-Chairman and President   December 12, 2005
         
/s/ Thomas E. Beier
 
Thomas E. Beier		   Chief Financial Officer
(Principal Financial Officer) 		  December 12, 2005
         
/s/ Thomas E. McClary
 
Thomas E. McClary		   Chief Accounting Officer
(Principal Financial Officer) 		  December 12, 2005
         
*
 
Betty G. Amos		   Director   December 12, 2005
         
*
 
Mark Andrews		   Director   December 12, 2005
         
*
 
Jack Fishman, Ph.D.		   Director   December 12, 2005
         
*
 
Jane Hsiao, Ph.D.		   Director and Vice-Chairman
Technical and Regulatory Affairs 		  December 12, 2005

 

 

         
         
*
 
Richard M. Krasno, Ph.D.		   Director   December 12, 2005
         
*
 
David A. Lieberman		   Director   December 12, 2005
         
*
 
Richard C. Pfenniger, Jr.		   Director   December 12, 2005
         
*
 
Bertram Pitt, M.D.		   Director   December 12, 2005
         
*
 
Zachariah P. Zachariah, M.D.		   Director   December 12, 2005
         
*By: /s/ Thomas E. Beier
 
Attorney-in-fact		        

 

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