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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-11397
ICN PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0628076
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 545-0100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
------------------- WHICH REGISTERED
COMMON STOCK, $.01 PAR VALUE ----------------
(INCLUDING ASSOCIATED PREFERRED NEW YORK STOCK EXCHANGE
STOCK PURCHASE RIGHTS)
9 1/4% SENIOR NOTES DUE 2005 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant on March 12, 2001, was approximately
$1,870,154,941.
The number of outstanding shares of the Registrant's common stock as
of March 12, 2001 was 80,236,646.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in ICN Pharmaceuticals, Inc.'s
definitive Proxy Statement for the 2001 Annual Meeting of Stockholders, to
be filed not later than 120 days after the end of the fiscal year covered
by this report, is incorporated by reference into Part III hereof.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
of ICN Pharmaceuticals, Inc. filed on April 2, 2001 amends and restates in
its entirety Item 14 of Part IV for the sole purpose of revising Exhibit
3.3, which revision is being filed herewith.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Financial Statements of the Registrant are listed in the index to
Consolidated Financial Statements and filed under Item 8, "Financial
Statements and Supplementary Data", included elsewhere in this Form 10-K.
2. Financial Statement Schedule
Financial Statement Schedule of the Registrant is listed in the index
to Consolidated Financial Statements and filed under Item 8, "Financial
Statements and Supplementary Data," included elsewhere in this Form 10-K.
3. Exhibits
EXHIBIT NUMBER DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of
Registrant, previously filed as Exhibit 3.1 to Registration
Statement 33-84534 on Form S-4, which is incorporated herein
by reference, as amended by the Certificate of Merger, dated
November 10, 1994, of ICN Pharmaceuticals, Inc., SPI
Pharmaceuticals, Inc. and Viratek, Inc. with and into ICN
Merger Corp. previously filed as Exhibit 4.1 to Registration
Statement No. 333-08179 on Form S-3, which is incorporated
herein by reference.
3.3 Amended and Restated By-Laws of the Registrant filed
herewith.
3.4 Form of Rights Agreement, dated as of November 2, 1994,
between the Registrant and American Stock Transfer & Trust
Company, as trustee, previously filed as Exhibit 4.3 to the
Company's Registration Statement on Form 8-A, dated November
10, 1994, which is incorporated herein by reference.
10.1 Indenture, dated as of August 14, 1997, by and among ICN and
United States Trust Company of New York, relating to
$275,000,000 9 1/4% Senior Notes due 2005, previously filed
as Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, which is
incorporated herein by reference.*
10.2 Indenture, dated as of August 20, 1998, by and among ICN and
United States Trust Company of New York, relating to
$200,000,000 8 3/4% Senior Notes due 2008, previously filed
as Exhibit 4.2 to the Company's Registration Statement No.
333-63721 on Form S-4, which is incorporated herein by
reference.*
10.3 Registration Rights Agreement, dated as of August 20, 1998,
by and among ICN and Schroder & Co. Inc., previously filed
as Exhibit 4.3 to the Company's Registration Statement No.
333-63721 on Form S-4, which is incorporated herein by
reference.
10.4 Application for Registration, Foundation Agreement, Joint
Venture -- ICN Oktyabr previously filed as Exhibit 10.46 to
ICN Pharmaceuticals, Inc. Annual Report on Form 10-K for the
year ended December 31, 1992, which is incorporated herein
by reference.
10.5 Charter of the Joint Stock Company -- ICN Oktyabr previously
filed as Exhibit 10.47 to ICN Pharmaceuticals, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1992,
which is incorporated herein by reference.
10.6+ Agreement between ICN Pharmaceuticals, Inc. and Milan Panic,
dated October 1, 1988 previously filed as Exhibit 10.51 to
ICN Pharmaceuticals, Inc.'s Annual Report on Form 10-K for
the year ended November 30, 1989, which is incorporated
herein by reference.
10.7 Amendment to Employment Contract between ICN
Pharmaceuticals, Inc., and Milan Panic, dated September 6,
1995 previously filed as Exhibit 10.29 to ICN
Pharmaceuticals, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995, which is incorporated herein
by reference.
10.8+ Amendment to Employment Contract between ICN
Pharmaceuticals, Inc., and Milan Panic dated January 1, 1999
filed herewith.
10.9+ Agreement among ICN Pharmaceuticals, Inc., SPI
Pharmaceuticals, Inc. and Adam Jerney, dated March 18, 1993
previously filed as Exhibit 10.49 to SPI Pharmaceuticals,
Inc.'s Amendment No. 2 to the Annual Report on Form 10-K for
the year ended on December 31, 1992, which is incorporated
herein by reference.
10.10+ Agreement among ICN Pharmaceuticals, Inc., Viratek, Inc. and
John Giordani, dated March 18, 1993 previously filed as
Exhibit 10.3 to Registration Statement No. 33-84534 on Form
S-4 dated September 28, 1994, which is incorporated herein
by reference.
10.11+ Agreement among ICN Pharmaceuticals, Inc., ICN Biomedicals,
Inc., SPI Pharmaceuticals, Inc. and Bill MacDonald, dated
March 18, 1993 previously filed as Exhibit 10.4 to
Registration Statement No. 33-84534 on Form S-4 dated
September 28, 1994, which is incorporated herein by
reference.
10.12+ Agreement among ICN Pharmaceuticals, Inc., SPI
Pharmaceuticals, Inc. and Jack Sholl dated March 18, 1993,
previously filed as Exhibit 10.49 to SPI Pharmaceuticals,
Inc.'s Amendment No. 2 to the Annual Report on Form 10-K for
the year ended December 31, 1992, which is incorporated
herein by reference.
10.14 Agreement between ICN Pharmaceuticals, Inc. and Benjamin Lap
dated April 1, 1999, previously filed as Exhibit 10.14 for
the Registrant's Form 10-K for the year ended December 31,
1999, which is incorporated herein by reference.
10.15 Agreement among ICN Pharmaceuticals, Inc., SPI
Pharmaceuticals, Inc. and David Watt dated March 18, 1993,
previously filed as Exhibit 10.49 to SPI Pharmaceuticals,
Inc.'s Amendment No. 2 to the Annual Report on Form 10-K for
the year ended December 31, 1992, which is incorporated
herein by reference.
10.16 Agreement between ICN Pharmaceuticals, Inc. and Richard A.
Meier dated December 31, 1998, previously filed as Exhibit
10.16 to the Registrant's Form 10-K for the year ended
December 31, 1998, which is incorporated herein by
reference.
10.17 ICN Pharmaceuticals, Inc. 1992 Employee Incentive Stock
Option Plan, previously filed as Exhibit 10.56 to ICN
Pharmaceuticals, Inc.'s Form 10-K for the year ended
December 31, 1992, which is incorporated herein by
reference.
10.18 ICN Pharmaceuticals, Inc. 1992 Non-Qualified Stock Plan,
previously filed as Exhibit 10.57 to ICN Pharmaceuticals,
Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1992, which is incorporated herein by
reference.
10.19 ICN Pharmaceuticals, Inc. 1994 Stock Option Plan, previously
filed as Exhibit 10.30 to the Registrant's Form 10-K for the
year ended December 31, 1995, which is incorporated herein
by reference.
10.20 ICN Pharmaceuticals, Inc. 1998 Stock Option Plan, previously
filed as Exhibit 10.20 to the Registrant's Form 10-K for the
year ended December 31, 1998, which is incorporated herein
by reference.
10.21 Exclusive License and Supply Agreement between ICN
Pharmaceuticals, Inc. and Schering-Plough Ltd. dated July
28, 1995 previously filed as Exhibit 10 to ICN
Pharmaceuticals, Inc.'s Amendment 3 to the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996, which
is incorporated herein by reference.
10.22 Collateral Agreement between Milan Panic and the Registrant,
dated August 14, 1996, previously filed as Exhibit 10.32 to
ICN Pharmaceuticals, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1996, which is incorporated
herein by reference.
10.24 Form of Asset Purchase Agreement by and between Hoffman-La
Roche Inc., a New Jersey corporation, and ICN
Pharmaceuticals, Inc., a Delaware corporation, dated as of
October 30, 1997, previously filed as Exhibit 10.1 to ICN
Pharmaceuticals, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, which is incorporated
herein by reference.
10.25 Form of Asset Purchase Agreement by and between Roche
Products Inc., a Panamanian corporation, and ICN
Pharmaceuticals, Inc., a Delaware corporation, dated as of
October 30, 1997, previously filed as Exhibit 10.2 to ICN
Pharmaceuticals, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, which is incorporated
herein by reference.
10.26 Form of Asset Purchase Agreement by and between Syntex
(F.P.) Inc., a Delaware corporation, Syntex (U.S.A.), a
Delaware corporation, and ICN Pharmaceuticals, Inc., a
Delaware corporation, dated as of October 30, 1997,
previously filed as Exhibit 10.3 to ICN Pharmaceuticals,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, which is incorporated herein by
reference.
10.27 Agreement for the Sale and Purchase of a Portfolio of
Pharmaceutical, OTC and Consumer Healthcare Products between
SmithKline Beecham plc and ICN Pharmaceuticals, Inc.,
previously filed as Exhibit 10.22 to ICN Pharmaceuticals,
Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997, which is incorporated herein by
reference.
10.28 Asset Purchase Agreement dated October 2, 1998 by and
between F. Hoffmann-LaRoche Ltd. and ICN Puerto Rico, Inc.,
previously filed as Exhibit 10.1 to ICN Pharmaceuticals,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, which is incorporated herein by
reference.
10.31 ICN Pharmaceuticals, Inc. Executive Long Term Incentive
Plan, previously filed as Exhibit 10.1 to ICN
Pharmaceuticals, Inc.'s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998, which is
incorporated herein by reference.
10.32 Amendment to Exclusive License and Supply Agreement between
ICN Pharmaceuticals, Inc. and Schering-Plough Ltd. filed
herewith. Portions of this exhibit have been omitted
pursuant to an application for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933, as
amended.
10.33 Amendment to Exclusive License and Supply Agreement between
ICN Pharmaceuticals, Inc. and Schering-Plough Ltd. Dated
July 16, 1998 filed herewith. Portions of this exhibit have
been omitted pursuant to an application for confidential
treatment pursuant to Rule 406 under the Securities Act of
1933, as amended.
10.34 Agreement among Schering Corporation, ICN Pharmaceuticals,
Inc. and Ribapharm Inc. dated as of November 14, 2000 filed
herewith. Portions of this exhibit have been omitted
pursuant to an application for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933, as
amended.
10.35+ Amendment to the Employment Agreement between ICN
Pharmaceuticals, Inc. and Richard A. Meier dated April 14,
2000, filed herewith.
10.36 Agreement between ICN Pharmaceuticals, Inc. and Johnson
Yiu-Nam Lau, dated February 24, 2000, filed herewith.
10.37+ Agreement between ICN Pharmaceuticals, Inc. and James McCoy,
dated July 14, 2000, filed herewith.
10.38+ Agreement between ICN Pharmaceuticals, Inc. and Harry
Roosje, dated September 15, 2000, filed herewith.
10.39+ Agreement between ICN Pharmaceuticals, Inc. and Clifford
Saffron, dated January 18, 2001, filed herewith.
21. Subsidiaries of the Registrant.
23. Consent of PricewaterhouseCoopers LLP, independent
accountants.
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* None of the other indebtedness of the Registrant exceeds 10% of
its total consolidated assets. The Registrant will furnish copies of
the instruments relating to such other indebtedness upon request.
+ Management Compensation.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended
December 31, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ICN PHARMACEUTICALS, INC.
Date: April 11, 2001
By /s/ David C. Watt
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David C. Watt
Executive Vice President,
General Counsel and Corporate
Secretary
EXHIBIT INDEX
3.3 Amended and Restated By-Laws of the Registrant.