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 - December 19, 1997
(Date of Earliest Event Reported)
IVAX CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 1-09623
FLORIDA 16-1003559
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(State of Incorporation) (I.R.S. Employer
Identification No.)
4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (305) 575-6000
ITEM 5. OTHER EVENTS
On December 19, 1997, the Board of Directors of the Company
declared a dividend of one Common Stock Purchase Right (the "Right(s)") for each
outstanding share of Common Stock, par value $0.10 per share (the "Common
Stock"), of the Company. The dividend is payable as of December 29, 1997 to
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one-half (1/2) of a share of Common Stock of the
Company at a price of $22.50 per one-half (1/2) of a share (the "Exercise
Price"), subject to certain adjustments. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the Company
and ChaseMellon Shareholder Services, LLC, as Rights Agent ("Rights Agent"),
dated as of December 29, 1997.
Initially the Rights will not be exercisable, certificates
will not be sent to stockholders, and the Rights will automatically trade with
the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or more of
the outstanding voting stock of the Company (an "Acquiring Person") and (ii) the
tenth business day (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) after the date of the commencement or
announcement of a person's or group's intention to commence a tender or exchange
offer the consummation of which would result in the ownership of 15% or more of
the Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of December 29, 1997, by such Common Stock certificate with a copy of the
Summary of Rights (included as an exhibit to the Rights Agreement) attached
thereto. An Acquiring Person does not include (A) the Company, (B) any
subsidiary of the Company, (C) any employee benefit plan or employee stock plan
of the Company or of any subsidiary of the Company, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to the
terms of any such plan or (D) any person or group whose ownership of 15% or more
of the shares of voting stock of the Company then outstanding results solely
from (i) any action or transaction or transactions approved by the Board of
Directors before such person or group became an Acquiring Person or (ii) a
reduction in the number of issued and outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by the Board of
Directors (provided that any person or group that does not become an Acquiring
Person by reason of clause (i) or (ii)
above shall become an Acquiring Person upon acquisition of an additional 1% of
the Company's voting stock unless such acquisition of additional voting stock
will not result in such person or group becoming an Acquiring Person by reason
of such clause (i) or (ii)).
Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after December
29, 1997 will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any of the Company's Common Stock certificates
outstanding as of December 29, 1997, with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on December 18, 2007, unless
earlier redeemed by the Company as described below.
The number of shares of Common Stock issuable upon exercise of
the Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that,
after the time that a Person becomes an Acquiring Person, the Company were to be
acquired in a merger or other business combination (in which any shares of the
Company's Common Stock are changed into or exchanged for other securities or
assets) or more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) were to be sold or transferred in one or a
series of related transactions, the Rights Agreement provides that proper
provision will be made so that each holder of record of a Right will from and
after such date have the right to receive, upon payment of the Exercise Price,
that number of shares of common stock of the acquiring company having a market
value at the time of such transaction equal to two times the Exercise Price. In
addition, unless the Rights are earlier redeemed, if a person or group (with
certain exceptions) becomes the beneficial owner of 15% or more of the Company's
voting stock, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right, other than the Acquiring Person (whose
Rights will thereupon become null and void), will thereafter have the right to
receive, upon payment of the Exercise Price, that number of shares of the
Company's Common Stock having a market value at the time of the transaction
equal to two times the Exercise Price. The Rights Agreement also grants
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the Board of Directors the option, after any person or group acquires beneficial
ownership of 15% or more of the voting stock but before there has been a 50%
acquisition, to exchange one share of Common Stock for each then valid Right
(which would exclude Rights held by the Acquiring Person that have become void).
At any time on or prior to the close of business on the tenth
day after the time that a person has become an Acquiring Person (or such later
date as a majority of the Board of Directors may determine), the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
("Redemption Price"). Immediately upon the effective time of the action of the
Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
the Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the redemption price or date of expiration of the
Rights, amend the Rights in any manner, including an amendment to extend the
time period in which the Rights may be redeemed. At any time when the Rights are
not then redeemable, the Company may amend the Rights in any manner that does
not materially adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of December 16, 1997, there were 121,483,572 shares of
Common Stock issued and outstanding.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business combination approved by
the Board since they may be redeemed by the Company at $.01 per Right at any
time until the close of business on the tenth day (or such later date as
described above) after a person or group has obtained beneficial ownership of
15% or more of the voting stock.
The form of Rights Agreement between the Company and
ChaseMellon Shareholder Services, LLC, as rights agent, specifying the terms of
the Rights, which includes as Exhibit A the form of Summary of Rights to
Purchase Common Stock and as Exhibit B the form of Right Certificate are
attached hereto as exhibits and incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Rights Agreement dated as of December 29, 1997
between IVAX Corporation and ChaseMellon Shareholder
Services, LLC, as Rights Agent. The Rights Agreement
includes as Exhibit B the form of Right Certificate.
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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 hereunto duly authorized.
By: /s/ ARMANDO A. TABERNILLA
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Armando A. Tabernilla
Senior Vice President and General Counsel
Date: December 31, 1997
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement dated as of December 29, 1997
between IVAX Corporation and ChaseMellon Shareholder
Services, LLC, as Rights Agent. The Rights Agreement
includes as Exhibit B the form of Right Certificate.
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