-----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, PERsd9UPJiF2B4NMpdOGATxS3l2p4IrKjHeQ7LWVubTzADUmtHi++kNW9YEo2GTa 4fuFxG/sUWxUOfVEjmDCRQ== 0000950170-00-000254.txt : 20000221 0000950170-00-000254.hdr.sgml : 20000221 ACCESSION NUMBER: 0000950170-00-000254 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: 333-30692 FILM NUMBER: 549265 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 1999 EMPLOYEE STOCK PURCHASE 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 2,800,000 shares(2) $34.53 $96,684,000 $25,524.58 ==================================== ====================== ================ ===================== =================
(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. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- The following documents filed by IVAX Corporation, a Florida corporation (the "Registrant"), with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by reference herein: (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998, filed with the SEC on March 31, 1999 (the "1998 10-K"). (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed with the SEC on May 14, 1999. (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the SEC on August 13, 1999. (4) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the SEC on November 9, 1999. (5) The Registrant's Current Report on Form 8-K, dated May 19, 1999, filed with the SEC on May 26, 1999. (6) The portions of the Registrant's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders that have been incorporated by reference into the 1998 10-K and was filed with the SEC on Schedule 14A on April 22, 1999. (7) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B, filed with the SEC on July 28, 1993 (Commission File No. 1-09623), and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- II-1 Section 607.0831 of the Florida Business Corporation Act (the "Florida Act") provides that a director is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision or failure to act regarding corporate management or policy, by a director, unless: (a) the director breached or failed to perform his duties as a director; and (b) the director's breach of, or failure to perform, those duties constitutes: (i) a violation of criminal law unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) a circumstance under which the director is liable for an improper distribution; (iv) in a proceeding by, or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interests of the corporation, or willful misconduct; or (v) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property. Section 607.0850 of the Florida Act provides that a corporation shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer or employee or agent of the corporation, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 607.0850 also provides that a corporation shall have the power to indemnify any person, who was or is a party to any proceeding by, or in the right of, the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Section 607.0850 further provides that such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this provision in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 607.0850 further provides that to the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any of the foregoing proceedings, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. Under Section 607.0850, any indemnification under the foregoing provisions, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper under the circumstances because he has met the applicable standard of conduct. Notwithstanding the failure of a corporation to provide such indemnification, and despite any contrary determination by the corporation in a specific case, a director, officer, employee or agent of the corporation who is or was a party to a proceeding may apply for indemnification to the appropriate court and such court may order indemnification if it determines that such person is entitled to indemnification under the applicable standard. Section 607.0850 also provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in any such capacity or arising out II-2 of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 607.0850. The Registrant's bylaws provide that it shall indemnify its officers and directors and former officers and directors to the full extent permitted by law. The Registrant has entered into indemnification agreements with each of its officers and directors. The indemnification agreements generally provide that the Registrant will pay certain amounts incurred by an officer or director in connection with any civil or criminal action or proceeding and specifically including actions by or in the name of the Registrant (derivative suits) where the individual's involvement is by reason of the fact that he was or is an officer or director. Under the indemnification agreements, an officer or director will not receive indemnification if such person is found not to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant. The agreements provide a number of procedures and presumptions used to determine the officer's or director's right to indemnification and include a requirement that in order to receive an advance of expenses, the officer or director must submit an undertaking to repay any expenses advanced on his behalf that are later determined he was not entitled to receive. The Registrant's directors and officers are covered by insurance policies indemnifying them against certain liabilities, including liabilities under the federal securities laws (other than liability under Section 16(b) of the Exchange Act), which might be incurred by them in such capacities. Item 7. EXEMPTIONS FROM REGISTRATION CLAIMED. ------------------------------------ Not Applicable. Item 8. EXHIBITS. -------- The following exhibits are either filed herewith or have been previously filed as indicated below: 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 in Exhibit 5.1 above) 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney (included as part of the Signature Page of this Registration Statement) Item 9. UNDERTAKINGS. ------------ (a) 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: II-3 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-4 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 February 17, 2000 - --------------------------- (Principal Financial Officer) Thomas E. Beier /s/ Thomas E. McClary Vice President-Accounting February 17, 2000 - --------------------------- (Principal 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-5 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 Isaac Kaye Executive Officer II-6 INDEX TO EXHIBIT 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 in Exhibit 5.1 above) 23.2 Consent of Arthur Andersen LLP 24.1 Power 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 2,800,000 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), issuable pursuant to the IVAX Corporation 1999 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-----