-----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, AWZ5pE23luDA0iyZH0YPWXkIAyR32e8IwOsGkaAs9iLLirgYkK8+KSrTSmGR681s szBP5RFEjVF1lxkFZiqcNQ== 0000950170-00-000253.txt : 20000221 0000950170-00-000253.hdr.sgml : 20000221 ACCESSION NUMBER: 0000950170-00-000253 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000218 EFFECTIVENESS DATE: 20000218 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: S-8 SEC ACT: SEC FILE NUMBER: 333-30690 FILM NUMBER: 549260 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 S-8 1 As filed with the Securities and Exchange Commission on February 18, 2000. Registration No. 333-_____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 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 (I.R.S. Employer incorporation or organization) Identification No.) 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) -------------- IVAX CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN -------------- (Full Title of Plan) CAROL GILLESPIE, ESQ. SENIOR VICE PRESIDENT - GENERAL COUNSEL 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: STEVEN D. RUBIN, ESQ. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 WEST FLAGLER STREET, SUITE 2200 MIAMI, FLORIDA 33130 (305) 789-3200 CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value 4,000,000 shares(2) $34.53 $138,120,000 $36,463.68 ========================================================================================================================== (1) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of the Common Stock on February 15, 2000, as reported on the American Stock Exchange. (2) This Registration Statement also relates to such indeterminate number of additional shares of Common Stock of the Registrant as may be issuable as a result of stock splits, stock dividends, recapitalizations, mergers, reorganizations, combinations or exchanges of shares or other similar events.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF FORM S-8 REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 (No.333-42997) filed by IVAX Corporation, a Florida corporation (the "Registrant"), with the Securities and Exchange Commission, dated December 22, 1997, with respect to the registration of shares of the Registrant's common stock, par value $.10 per share, which may be issued under the IVAX Corporation 1997 Employee Stock Option Plan, are incorporated herein by this reference. EXHIBITS -------- 5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included as part of Exhibit 5 above). 23.2 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney (included as part of the Signature Page of this Registration Statement). II-1 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-8 and had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 17th day of February, 2000. IVAX CORPORATION By: /s/ PHILLIP FROST, M.D. ----------------------------------------------- Phillip Frost, M.D., Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip Frost, M.D. and Neil Flanzraich, and each of them, his true and lawful attorney-in-fact and agent, 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, 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 each said attorneys-in-fact and agents or any of them, or their 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ PHILLIP FROST, M.D. Chairman of the Board February 17, 2000 - -------------------------- and Chief Executive Officer Phillip Frost, M.D. (Principal Executive Officer) /s/ THOMAS E. BEIER Chief Financial Officer (Principal February 17, 2000 - -------------------------- Financial Officer) Thomas E. Beier /s/ THOMAS E. McCLARY Vice President-accounting (Principal February 17, 2000 - --------------------------- Accounting Officer) Thomas E. McClary Director - --------------------------- Mark Andrews /s/ ERNST BIEKERT, PH.D. Director February 17, 2000 - --------------------------- Ernst Biekert, Ph.D. Director - --------------------------- Charles M. Fernandez
II-2
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JACK FISHMAN, PH.D. Director February 17, 2000 - --------------------------- Jack Fishman, Ph.D /s/ NEIL FLANZRAICH Director, President and February 17, 2000 - --------------------------- Vice Chairman Neil Flanzraich /s/ JANE HSIAO, PH.D. Director and Vice Chairman - February 17, 2000 - --------------------------- Technical Affairs Jane Hsiao, Ph.D. Director and Deputy Chief - --------------------------- Executive Officer Isaac Kaye
II-3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included as part of Exhibit 5 above). 23.2 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney (included as part of the Signature Page of this Registration Statement). EX-5.1 2 EXHIBIT 5.1 LAW OFFICES STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. MUSEUM TOWER 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 --------- MIAMI (305) 789-3200o BROWARD (954) 463-5440 FAX (305) 789-3395
- ----------------------------- ----------------------------- --------------------------------- --------------------------------- E. RICHARD ALHADEFF RICHARD B. JACKSON KEITH E. ROUNSAVILLE OWEN S. FREED LOUISE JACOWITZ ALLEN THEODORE A. JEWELL BETTY CHANG ROWE SENIOR COUNSEL STUART D. AMES SHARON LEE JOHNSON STEVEN D. RUBIN ALEXANDER ANGUEIRA MICHAEL I. KEYES MIMI L. SALL DAVID M. SMITH LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE LAND USE CONSULTANT PATRICK A. BARRY CHAD K. LANG RICHARD E. SCHATZ SHAWN BAYNE FRANK J. LOPEZ DAVID M. SEIFER SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200 MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE HANS C. BEYER BRIAN J. McDONOUGH CURTIS H. SITTERSON 401 EAST JACKSON STREET MATTHEW W. BUTTRICK ANTONIO R. MENENDEZ RONNI D. SOLOMON TAMPA, FLORIDA 33602 ELLEN I. CHO FRANCISCO J. MENENDEZ MARK D. SOLOV -------- PETER L. DESIDERIO ALISON W. MILLER EUGENE E. STEARNS (813) 223-4800 MARK P. DIKEMAN VICKI LYNN MONROE JENNIFER D. STEARNS DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. THOMAS T. STEELE SHARON QUINN DIXON JOHN N. MURATIDES BRADFORD SWING FORT LAUDERDALE OFFICE ALAN H. FEIN JOHN K. OLSON SUSAN J. TOEPFER SUITE 1900 ANGELO M. FILIPPI JAY P. W. PHILP ANNETTE TORRES 200 EAST BROWARD BOULEVARD ELISE FRIEDBAUER KARA E. PLUNKETT DENNIS R. TURNER FORT LAUDERDALE, FLORIDA 33301 ROBERT E. GALLAGHER, JR. DAVID C. POLLACK RONALD L. WEAVER -------- CHAVA E. GENET DARRIN J. QUAM ROBERT I. WEISSLER (954) 462-9500 LATASHA A. GETHERS JOHN M. RAWICZ PATRICIA G. WELLES PATRICIA K. GREEN PATRICIA A. REDMOND THOMAS H. WILLIAMS, JR. JOSEPH K. HALL ELIZABETH G. RICE MARTIN B. WOODS LISHA D. HOGUE GLENN M. RISSMAN ALICE R. HUNEYCUTT DAVID A. ROTHSTEIN - ----------------------------- ----------------------------- --------------------------------- ---------------------------------
February 16, 2000 Ms. Carol J. Gillespie Senior Vice President, General Counsel and Secretary IVAX Corporation 4400 Biscayne Boulevard Miami, FL 33137 Dear Ms. Gillespie: We have acted as counsel for IVAX Corporation, a Florida corporation (the "Company"), with respect to the preparation and filing with the Securities and Exchange Commission of a Form S-8 Registration Statement (the "Registration Statement") in connection with the registration of 4,000,000 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), issuable pursuant to the IVAX Corporation 1997 Employee Stock Purchase Plan (the "Plan"). In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, and the Articles of Incorporation, and Bylaws of the Company, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the shares of Common Stock pursuant to the Plan. In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation: (i) the authenticity of all Ms. Carol J. Gillespie February 16, 2000 Page 2 documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents, and (iv) that all factual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Board of Directors of the Company. We express no opinion as to federal securities laws or the "blue sky" laws of any state or jurisdiction. This opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter change and/or come to our attention. Based upon the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that the shares of Common Stock registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan, be validly issued, fully paid and non-assessable. We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and to any references to this firm in the Registration Statement and in the documents incorporated therein by reference. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. EX-23.2 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 1999, except with respect to the matters discussed in Note 16 therein, as to which the date is March 19, 1999, included in IVAX Corporation's Annual Report on Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Miami, Florida February 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----