-----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, PtUpAT0S6fGkz9021ylD05FwMOnTYz2PtU77WmybrWo6wJE1gWB0YyCWgSM6+FjO QmA8XKEJGjJH0BImxMCC+A== 0000950170-00-000192.txt : 20000214 0000950170-00-000192.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950170-00-000192 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP /DE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09623 FILM NUMBER: 533527 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 8, 2000 IVAX CORPORATION 4400 BISCAYNE BLVD., MIAMI, FLORIDA 33137 305-575-6037
Incorporated under the laws of the Commission File Number I.R.S. Employer Identification Number STATE OF FLORIDA 1-09623 16-1003559
ITEM 5. OTHER EVENTS. REDEMPTION OF 6 1/2% CONVERTIBLE SUBORDINATED NOTES On February 8, IVAX Corporation ("IVAX") issued a notice of its election to redeem all outstanding 6 1/2% convertible subordinated notes due November 15, 2001. The redemption will be effective as of March 10, 2000, and the notes can be converted up to the close of business on March 3, 2000. Other details of the transaction are included in the Press Release attached as Exhibit 99.1 to this Form 8-K, which was issued on February 9, 2000, and the Notice of Redemption attached as Exhibit 99.2 to this Form 8-K, which was sent to the sole registered holder, Depositary Trust Corporation, on Tuesday, February 8, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of IVAX Corporation relating to the redemption of the notes issued on February 9, 2000. 99.2 Notice of Redemption delivered to Depositary Trust Corporation on February 8, 2000. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IVAX CORPORATION /s/ CAROL J. GILLESPIE -------------------------------------- Carol J. Gillespie Senior Vice President, General Counsel and Secretary Date: February 10, 2000 2 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release of IVAX Corporation relating to the redemption of the notes issued on February 9, 2000. 99.2 Notice of Redemption delivered to Depositary Trust Corporation on February 8, 2000.
EX-99.1 2 EXHIBIT 99.1 IVAX CALLS FOR REDEMPTION OF REMAINING CONVERTIBLE SUBORDINATED NOTES MIAMI - February 9, 2000 -- IVAX Corporation (AMEX:IVX) today announced that it has notified the holders of its 6 1/2% Convertible Subordinated Notes due November 15, 2001 that IVAX will redeem the notes on March 10, 2000 (the redemption date). The 6 1/2% notes may be converted into shares of IVAX common stock at a conversion price of $31.75 per share, which will be adjusted to $21.167 per share as of the close of business of February 22, 2000 due to the 3-for-2 stock split to be effected on that date. The common stock to be issued on conversion of the notes will be registered and will possess all the voting privileges of IVAX common stock outstanding. The redemption price will be 100% of the principal amount, plus accrued interest for the period up to the redemption date. Any notes not converted on or before March 3, 2000 will be redeemed automatically on the redemption date, after which interest will cease to accrue. After the completion of the redemption IVAX will no longer have convertible debt, resulting in annual savings of $3.0 million. At the close of business on February 8, 2000, the company had outstanding 6 1/2% notes in the aggregate principal amount of $43,661,000, having previously repurchased $66,684,000 in aggregate principal amount of the notes. A Notice of Redemption has been delivered to registered noteholders. IVAX Corporation, headquartered in Miami, Florida, is a holding company with subsidiaries engaged in the research, development, manufacture, and marketing of branded and generic pharmaceuticals and veterinary and diagnostic products in the U.S. and international markets. CONTACT: Sara L. Wilkins Director, Investor Relations and Corporate Communications 305-575-6043 sara_wilkins@ivax.com EX-99.2 3 EXHIBIT 99.2 NOTICE OF REDEMPTION IVAX CORPORATION 6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE NOVEMBER 15, 2001 *CUSIP # 465823 AA 0 NOTICE IS HEREBY GIVEN THAT pursuant to Article Three, Section 3.03 of the Indenture dated as of November 26, 1991 (the "Indenture"), between IVAX Corporation, as issuer (the "Issuer"), and U.S. Bank Trust National Association (f.k.a. First Trust National Association), as trustee (the "Trustee"), the Issuer has elected to redeem all of its 6 1/2% Convertible Subordinated Notes Due November 15, 2001 (the "Notes") on March 10, 2000 (the "Redemption Date") at 100% of the principal amount outstanding (the "Redemption Price"). Holders of the Notes may convert the Notes into fully paid and nonassesable shares of the Issuer's common stock, par value $0.10 per share, at any time prior to 5:00 P.M. New York Time on March 3, 2000. Holders who want to convert Notes must satisfy the requirements of paragraph 8 of the Note. Pursuant to Section 11.06 of the Indenture, the conversion price, which is currently $31.75 per share, will be adjusted to $21.167 per share as of the close of business on February 22, 2000, due to the three-for-two stock split to be effected in the form of a dividend that will become effective on that date. Holders who elect to convert their Notes will not be entitled to receive payment of any accrued interest thereon. The Issuer will deliver a check for any fractional shares issuable upon conversion. All Holders who have not converted their Notes as of 5:00 P.M. New York Time on March 3, 2000 will forfeit their conversion rights and thereafter will be entitled to receive only the Redemption Price, together with any interest that is accrued but unpaid as of the Redemption Date. U.S. Bank Trust National Association, which is the conversion agent and the paying agent, will provide information as to how to convert the Notes and will answer any other questions regarding the transaction. For any Notes that are redeemed, the Redemption Price will become due and payable on the Redemption Date upon presentation and surrender of the Notes as follows: IF BY MAIL: IF BY HAND OR OVERNIGHT MAIL: - ------------ ----------------------------- U.S. Bank Trust National Association U.S. Bank Trust National Association Corporate Trust Services 180 East Fifth Street P.O. Box 64111 4th Floor - Bond Drop Window St. Paul, MN 55164-0111 St. Paul, MN 55101 FOR INFORMATION CALL: (800) 934-6802 Unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date. IMPORTANT NOTICE Under the Interest and Dividend Tax Compliance Act of 1983 as amended by the Energy Policy Act of 1992, 31% will be withheld if tax identification number is NOT properly certified. *Neither the Issuer nor the Trustee shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness indicated in the Redemption Notice. It is included solely for convenience of the noteholders. IVAX CORPORATION BY: U. S. BANK TRUST NATIONAL ASSOCIATION (F.K.A. FIRST TRUST NATIONAL ASSOCIATION) Date: February 8, 2000
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