SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sicor Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
825 846 10 8
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(CUSIP Number of Class of Securities)
Uzi Karniel
Teva Pharmaceutical Industries Limited
5 Basel Street, P.O. Box 3190
Petach Tikva 49131
Israel
011-972-3-926-7267
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Peter H. Jakes, Esq.
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
October 31, 2003
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following: |_|
SCHEDULE 13D
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CUSIP No. 825 846 10 8 Page 2 of 12 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teva Pharmaceutical Industries Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 22,373,114 (See Item 5)
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
22,373,114 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7 (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value $0.01
per share ("Sicor Common Stock"), of Sicor Inc., a Delaware corporation
("Sicor"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1933, as amended (the "Exchange Act"). The principal executive
offices of Sicor are located at 19 Hughes, Irvine, California 92618.
Item 2. Identity and Background.
This statement is filed on behalf of Teva Pharmaceutical Industries
Limited, an Israeli corporation ("Teva"). The address of the principal business
and principal office of Teva is 5 Basel Street, P.O. Box 3190, Petach Tikva
49131, Israel. The principal business of Teva is developing, manufacturing and
marketing generic and innovative human pharmaceuticals and active pharmaceutical
ingredients.
The names, residence or business address, citizenships and present
principal occupations or employment of the executive officers and directors of
Teva are set forth in Annex A hereto.
During the last five years, neither Teva nor, to the best knowledge of
Teva, any person named in Annex A, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Sicor, Teva and Silicon Acquisition Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Teva ("Merger Sub"), have entered into an Agreement
and Plan of Merger, dated as of October 31, 2003 (the "Merger Agreement"),
providing for the merger of Merger Sub with and into Sicor (the "Merger"), with
Sicor surviving the Merger as a wholly owned subsidiary of Teva. Pursuant to the
Merger Agreement, each share of Sicor Common Stock will be exchanged in the
Merger for the right to
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receive $16.50 in cash and 0.1906 ordinary shares, par value NIS 0.10 per share,
of Teva, which will trade in the United States in the form of American
Depositary Shares evidenced by American Depositary Receipts, plus cash in lieu
of fractional shares, subject to adjustment as provided in the Merger Agreement.
It is currently expected that the cash consideration paid by Teva to the holders
of Sicor Common Stock pursuant to the Merger Agreement will be financed by Teva
through available working capital and other available sources of liquidity which
may include bank loans.
Concurrently with the execution and delivery of the Merger Agreement, Teva
entered into a Stockholders Agreement, dated as of October 31, 2003 (the
"Stockholders Agreement"), with those stockholders of Sicor listed therein (the
"Sicor Stockholders"). Pursuant to the Stockholders Agreement, the Sicor
Stockholders have agreed that until the termination of the Stockholders
Agreement, the Sicor Stockholders will vote or cause to be voted the shares of
Sicor Common Stock over which the Sicor Stockholders have voting power in favor
of the approval and adoption of the Merger Agreement and the Merger (as more
fully described in Item 6).
The descriptions of the Merger Agreement and the Stockholders Agreement
contained in this Schedule 13D are qualified in their entirety by reference to
such agreements, which are incorporated by reference as Exhibits 1 and 2 hereto,
respectively.
Item 4. Purpose of Transaction.
The Sicor Stockholders agreed to enter into the Stockholders Agreement to
induce Teva, Merger Sub and Sicor to enter into the Merger Agreement and to
consummate the transactions contemplated by the Merger Agreement, including
without limitation the Merger.
Other than pursuant to the Merger Agreement as described above, neither
Teva nor, to the best knowledge of Teva, any person listed in Annex A hereto,
has any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of Sicor, or the disposition
of securities of Sicor; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Sicor
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or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of Sicor or any of its subsidiaries; (d) any change in the present Board
of Directors or management of Sicor, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
Sicor; (f) any other material change in Sicor's business or corporate structure;
(g) changes in Sicor's charter, By-Laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of Sicor by any
person; (h) causing a class of securities of Sicor to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Sicor becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action
similar to any of those enumerated above (although the Teva reserves the right
to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of October 31, 2003, 22,373,114 shares of Sicor Common Stock,
including 437,406 shares subject to warrants or options that are exercisable
within 60 days of October 31, 2003, were subject to the Stockholders Agreement,
the "Stockholders Agreement Shares"). The Stockholders Agreement Shares
represent approximately 18.7% of the issued and outstanding shares of Sicor
Common Stock as of October 31, 2003, as represented by Sicor in the Merger
Agreement. By virtue of the Stockholders Agreement, Teva may be deemed to share
with the Sicor Stockholders the power to vote or direct the voting of the
Stockholders Agreement Shares. However, Teva is not entitled to any other rights
as a stockholder of Sicor as to the Stockholders Agreement Shares, and does not
have any right to dispose or direct the disposition of the Stockholders
Agreement Shares, except for the restrictions described in Item 6.
Pursuant to Rule 13d-4 under the Exchange Act, Teva hereby states that this
Schedule 13D shall not be deemed an admission that Teva is, for the purposes of
Section 13(d) of the Exchange Act, the beneficial owner of any equity securities
of Sicor, and Teva expressly disclaims beneficial ownership of the Stockholders
Agreement Shares.
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To the best knowledge of Teva, no shares of Sicor Common Stock are
beneficially owned by any of the persons named in Annex A.
(c). Neither Teva, nor, to the best knowledge of Teva, any person named in Annex
A, has effected any transaction in Sicor Common Stock during the past 60 days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to the Stockholders Agreement, and subject to the terms and
conditions contained therein, each Sicor Stockholder has agreed that prior to
the termination of the Stockholders Agreement, at any meeting of the
stockholders of Sicor called to vote upon the Merger Agreement, the Merger or
any other transactions (the "Transactions") contemplated by the Stockholders
Agreement and the Merger Agreement, or at any adjournment or postponement
thereof, or in any other circumstances upon which a vote, consent, adoption or
other approval (including by written consent solicitation) with respect to the
Merger Agreement, the Merger or any other Transactions is sought, such Sicor
Stockholder will vote (or cause to be voted) all of the Stockholder Agreement
Shares of such Sicor Stockholder and any other Subject Shares (as defined in the
Stockholders Agreement) then owned of record and beneficially by such Sicor
Stockholder in favor of the adoption of the Merger Agreement and the approval of
the terms thereof and of the Merger and each of the other Transactions.
Pursuant to the Stockholders Agreement, and subject to the terms and
conditions contained therein, each Sicor Stockholder has also agreed that prior
to the termination of the Stockholders Agreement, at any meeting of the
stockholders of the Sicor or at any adjournment or postponement thereof or in
any other circumstances upon which a vote, consent, adoption or other approval
is sought, such Sicor Stockholder shall vote (or cause to be voted) all of the
Stockholder Agreement Shares of such Sicor Stockholder and any other Subject
Shares then owned of record and beneficially by such Sicor Stockholder against,
and
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shall not consent in writing to (and shall cause not to be consented in writing
to), any of the following (or any agreement to enter into, effect, facilitate or
support any of the following): (i) any Acquisition Proposal (as defined in the
Stockholders Agreement) or transaction or occurrence that if proposed and
offered to Sicor or its stockholders (or any of them) would constitute an
Acquisition Proposal or (ii) any amendment of Sicor's certificate of
incorporation, Sicor's by-laws or the Sicor Stockholder Rights Plan (as defined
in the Stockholders Agreement) or other proposal, action or transaction
involving Sicor or any of its stockholders, which amendment or other proposal,
action or transaction would reasonably be expected to prevent or materially
impede or delay the consummation of the Merger or the other Transactions or
change in any manner the voting rights of the Sicor Common Stock.
Furthermore, except as provided for in the Stockholders Agreement, each
Sicor Stockholder, pursuant to the Stockholders Agreement, and subject to the
terms and conditions contained there, has irrevocably granted to and appointed
certain designees of Teva such Sicor Stockholder's proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of such
Stockholder, to vote all of such Sicor Stockholder's Subject Shares (owned of
record) in accordance with the provisions described above.
Also pursuant to the Stockholders Agreement, and subject to the terms and
conditions contained therein, each Sicor Stockholder has agreed that until the
termination of the Stockholders Agreement, except for the Stockholders
Agreement, such Sicor Stockholder shall not (i) sell, transfer, pledge, assign
or otherwise dispose of (including by gift) (collectively, "Transfer") or enter
into any contract, option or other arrangement (including any profit sharing
arrangement) with respect to the Transfer of, or the creation or offer of any
derivative security in respect of, any Subject Shares or Share Acquisition
Rights (as defined in the Stockholders Agreement), to or with any person other
than pursuant to the Merger or (ii) enter into any voting arrangement, whether
by proxy, voting agreement or otherwise, with respect to any Subject Shares or
Share Acquisition Rights, and shall not commit or agree to take any of the
foregoing actions.
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Except as referred to above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of Sicor.
Item 7. Material to be Filed as Exhibits.
EXHIBIT DESCRIPTION
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1 Agreement and Plan of Merger, dated as of October 31, 2003, by and
among Sicor, Teva and Merger Sub (incorporated by reference to Exhibit
10.1 of Teva's Report of Foreign Private Issuer on Form 6-K filed
November 5, 2003).
2 Stockholders Agreement, dated as of October 31, 2003, between Teva and
the Sicor Stockholders (incorporated by reference to Exhibit 10.2 of
Teva's Report of Foreign Private Issuer on Form 6-K filed November 5,
2003).
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 10, 2003
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
By: /s/ Dan Suesskind
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Name: Dan Suesskind
Title: Chief Financial Officer
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ANNEX A
The name, business address and present principal occupation or employment of
each of the directors and executive officers of Teva as set forth below. Each
person's business address is c/o Teva Pharmaceutical Industries Limited, 5 Basel
Street, P.O. Box 3190, Petach Tikva 49131, Israel. Except as indicated, each
person is a citizen of Israel.
Directors of Teva
Name Principal Occupation
Eli Hurvitz Chairman and Director of Teva
Ruth Cheshin President of the Jerusalem Foundation
Abraham E. Cohen (1) Retired
Leslie Dan (2) Chairman of Novopharm Limited, a
subsidiary of Teva
Amir Elstein Co-General Manager of Intel Electronics
Ltd. Jerusalem
Prof. Meir Heth Professor, Law School of the College of
Management
Prof. Moshe Many President of Ashqelon Academic College
Dr. Leora Meridor Chairman of the Board of Bezeq
International
Dr. Max Reis Retired
Prof. Michael Sela Professor
Dov Shafir Director of Ofer Technologies
Prof. Gabriela Shalev Attorney/Professor
Harold Snyder (1) Retired
(1) Citizen of the U.S.
(2) Citizen of Canada
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Executive Officers of Teva
Name Title with Teva
(Principal Occupation)
Israel Makov President and Chief Executive Officer
Haim Benjamini Vice President - Human Resources
William A. Fletcher (3) Group Vice President - North America
Chaim Hurvitz Group Vice President - International
Meron Mann Group Vice President - Europe
Eli Shohet Vice President - Business Development
Dan S. Suesskind Chief Financial Officer
Dr. Ben-Zion Weiner Group Vice President - Global Products
Aharon Agmon Vice President - International
Pharmaceutical Sales
Yehuda Arad Vice President - Safety and Ecology
George S. Barrett (4) President and CEO of Teva USA
Rodney Kasan Vice President and Chief Technology
Officer
Moshe Manor Vice President - Global Products
Division
Michael Netz Vice President - Israel Pharmaceutical
Sales
Christopher Pelloni (4) Vice President of Global Generic
Research and Development
Dr. Irit Pinchasi Vice President of Global R&D Division
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Dr. David Reisman Vice President - Israel Pharmaceutical
Operations
Dr. Aharon Schwartz Vice President - Strategic Business
Planning
Jacob Winter Vice President - Global Pharmaceutical
Operations
Aharon Yaari Vice President - API Division
Ron Grupel Internal Auditor
Uzi Karniel General Counsel and Company Secretary
(3) Citizen of the U.K.
(4) Citizen of the U.S.
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