As filed with the Securities and Exchange Commission on January 31, 2006
Registration No. 333-43176
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
Post-Effective Amendment No. 1 to Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
IVAX CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Florida 65-0507804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
- --------------------------------------------------------------------------------
Richard S. Egosi
c/o Teva Pharmaceuticals USA, Inc.
425 Privet Road
Horsham, Pennsylvania 19044
(215) 293-6400
(Name, address, including zip code, telephone number, including area code,
of agent for service)
- --------------------------------------------------------------------------------
Copies to:
PETER H. JAKES, Esq.
JEFFREY S. HOCHMAN, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
- --------------------------------------------------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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. |-|
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. |-|
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
for the same offering. |_|
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. |_|
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. |_|
- --------------------------------------------------------------------------------
-----------------------------------
DEREGISTRATION OF UNSOLD SECURITIES
-----------------------------------
$0 aggregate principal amount of 5.5% Convertible Senior Subordinated Notes
due 2007 (the "Notes") of IVAX Corporation ("Ivax"), 15,772,265 shares of common
stock of Ivax, par value $0.10 per share (the "Common Stock"), issuable upon
conversion of the Notes and 15,772,265 shares of associated common stock
purchase rights (the "Common Stock Purchase Rights"), giving effect to the
3-for-2 stock split of the Common Stock in February 2000, the 5-for-4 stock
split of the Common Stock in May 2001 and the 5-for-4 stock split of the Common
Stock in August 2004, previously registered for sale to the public under this
Registration Statement are hereby withdrawn from registration. Such Common Stock
and Common Stock Purchase Rights represent all the securities remaining unsold
under this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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,
State of Florida, on January 31, 2006.
IVAX CORPORATION
By: /s/ George S. Barrett
------------------------------
George S. Barrett
President (Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Name Title(s) Date
---- -------- ----
/s/ George S. Barrett President (Chief Executive Officer) and Director January 31, 2006
- ---------------------------
George S. Barrett
/s/ Mark W. Durand Chief Financial Officer (Principal Financial January 31, 2006
- --------------------------- Officer and Principal Accounting Officer)
Mark W. Durand
/s/ William S. Marth Director January 31, 2006
- ---------------------------
William S. Marth
/s/ Richard S. Egosi Director January 31, 2006
- ---------------------------
Richard S. Egosi