As filed with the Securities and Exchange Commission on December 9, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WATSON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) |
95-3872914 (I.R.S. Employer Identification Number) |
311 Bonnie Circle
Corona, California 92880
(909) 493-5300
(Address of Principal Executive Offices including Zip Code)
THE 2001 INCENTIVE AWARD PLAN OF WATSON PHARMACEUTICALS, INC.
(Full Title of the Plan)
| David A. Buchen Senior Vice President, General Counsel and Secretary Watson Pharmaceuticals, Inc. 311 Bonnie Circle Corona, California 92880 (909) 493-5300 |
Copy to: Charles K. Ruck. Latham & Watkins LLP 650 Town Center Drive, Suite 2000 Costa Mesa, California 92626 (714) 540-1235 |
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0033 Par Value | 6,500,000 | $47.31 | $307,515,000 | $24,877.96 | ||||
Proposed issuances to take place as soon after the effective date of the Registration
Statement as outstanding shares are purchased.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
The Plan authorizes the issuance of an aggregate of 14,000,000 shares of Common Stock. The Company has previously registered 7,500,000 shares issuable under the Plan by a Registration Statement on Form S-8 filed with the Commission on May 30, 2001, Registration No. 333-61844, (the "Prior Registration Statement"). Under this Registration Statement, the Company is registering an additional 6,500,000 shares of Common Stock issuable under the Plan. The contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.
Experts
The consolidated financial statements are incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Watson Pharmaceuticals, Inc. for the year ended December 31, 2002 and have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
See Index to Exhibits on Page 4.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corona, State of California, on December 8, 2003.
| WATSON PHARMACEUTICALS, INC. | ||||
By: |
/s/ DAVID A. BUCHEN David A. Buchen Senior Vice President, General Counsel and Secretary |
|||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Allen Chao, Ph.D. and David A. Buchen, and each or any one 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 in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of December 8, 2003.
| Signature |
Title |
|
|---|---|---|
/s/ ALLEN CHAO, PH.D. Allen Chao, Ph. D. |
Chairman and Chief Executive Officer, and Director (Principal Executive Officer) |
|
/s/ CHARLES P. SLACIK Charles P. Slacik |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
/s/ R. TODD JOYCE R. Todd Joyce |
Vice President—Corporate Controller and Treasurer (Principal Accounting Officer) |
|
/s/ MICHAEL J. FEDIDA Michael J. Fedida |
Director |
|
/s/ MICHEL J. FELDMAN Michel J. Feldman |
Director |
|
/s/ ALBERT F. HUMMEL Albert F. Hummel |
Director |
|
/s/ JACK MICHELSON Jack Michelson |
Director |
|
/s/ RONALD R. TAYLOR Ronald R. Taylor |
Director |
|
/s/ ANDREW L. TURNER Andrew L. Turner |
Director |
|
/s/ FRED G. WEISS Fred G. Weiss |
Director |
| Exhibit Number |
|
|
|---|---|---|
| 4.1 | Trust Indenture dated May 18, 1998 between the Company and First Union National Bank, as Trustee for the issuance of the Company's Senior Unsecured Notes, is incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3/A (Reg. No. 333-49079), filed on April 30, 1999. | |
4.2 |
Indenture dated March 7, 2003 between the Company and Wells Fargo Bank, National Association as Trustee for the issuance of the Company's 1.75% Convertible Contingent Senior Debentures, is incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003. |
|
5.1 |
Opinion of Kummer Kaempfer Bonner & Renshaw as to the legality of the Common Stock of the Company covered by this Registration Statement. |
|
23.1 |
Consent of PricewaterhouseCoopers LLP. |
|
23.2 |
Consent of Kummer Kaempfer Bonner & Renshaw (contained in the opinion filed as Exhibit 5.1 to this Registration Statement). |
|
24.1 |
Power of Attorney (contained on the signature page to this Registration Statement). |