AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCHERING-PLOUGH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-1918501
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2000 GALLOPING HILL ROAD
KENILWORTH, NJ 07033
(Address of Principal Executive Offices)
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SCHERING-PLOUGH CORPORATION
FRED HASSAN EMPLOYMENT AGREEMENT
(Full titles of the plans)
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JOSEPH J. LAROSA
SECRETARY
SCHERING-PLOUGH CORPORATION
2000 GALLOPING HILL ROAD
KENILWORTH, NJ 07033
(Name and Address of Agent for Service)
(908) 298-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Shares, par value 200,000 $17.545 $3,509,000 $283.88
$0.50 per share**
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*The price shown is the average of the high and low prices of the Common Stock
on the New York Stock Exchange consolidated reporting system on April 18, 2003,
in accordance with Rule 457(c), and is being utilized solely for the purpose of
calculating the registration fee.
**Includes one attached Preferred Share Purchase Right per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual
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Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in this Registration
Statement:
(a) the description of the Registrant's common shares, par value $0.50 per
share, contained in the Registrant's Registration Statement on Form 8-A
dated March 16, 1979 for registration of such common shares under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such description;
(b) the description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A dated
June 30, 1997 for registration of such rights under the Exchange Act, and
any amendment or report filed for the purpose of updating such
description;
(c) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 (the "2002 Form 10-K");
(d) the Registrant's Current Reports on Form 8-K dated January 10, 2003;
January 21, 2003; January 23, 2003; February 7, 2003; February 25, 2003;
March 5, 2003; March 31, 2003; April 21, 2003; and
(e) the information contained in the Registrant's Proxy Statement dated March
13, 2003 for its Annual Meeting of Shareholders held on April 22, 2003
(the "2003 Proxy Statement") that has been incorporated by reference in
the 2002 Form 10-K.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained herein or in any other subsequently filed
document that is also incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The registrant is organized under the laws of the State of New Jersey. The
New Jersey Business Corporation Act provides that a New Jersey corporation has
the power to indemnify its directors, officers, employees and other agents
against expenses and liabilities in connection with any proceeding involving
such person by reason of his/her being or having been a director, officer,
employee or other agent, other than a proceeding by or in the right of the
corporation, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, such person had no reasonable cause to
believe his/her conduct was unlawful. Expenses incurred by a director, officer,
employee or other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation before the final disposition of the
proceeding as authorized by the board of directors. The power to indemnify and
pay expenses under the New Jersey Business Corporation Act does not exclude
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director, officer, employee or other agent of the corporation may be entitled
to under a certificate of incorporation, by-law, agreement, vote of
shareholders, or otherwise; provided that no indemnification is permitted to be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that his/her acts or omissions were in breach
of his/her duty of loyalty to the corporation or its shareholders, were not in
good faith or involved a violation of the law, or resulted in the receipt of
such person of an improper personal benefit.
The New Jersey Business Corporation Act further provides that a New Jersey
corporation has the power to purchase and maintain insurance on behalf of any
director, officer, employee or other agent against any expenses incurred in any
proceeding and any liabilities asserted against him/her by reason of his/her
being or having been a director, officer, employee or other agent, whether or
not the corporation would have the power to indemnify him/her against such
expenses and liabilities under the New Jersey Business Corporation Act.
The registrant's Certificate of Incorporation provides that directors and
officers of the registrant shall not be personally liable (in the case of
officers, for the duration of any time permitted by law) to the registrant or
its shareholders for damages for breach of any duty owed to the registrant or
its shareholders, except for liability for any breach of duty based upon an act
or omission (i) in breach of such persons' duty of loyalty to the registrant or
its shareholders, (ii) not in good faith or involving a knowing violation of law
or (iii) resulting in receipt by such persons of an improper personal benefit.
The Certificate of Incorporation of the registrant also provides that each
person who was or is made a party or is threatened to be made a party to or who
is involved in any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding (a "proceeding"), by reason of his/her being or having been a
director, officer, employee, or agent of the registrant or of any constituent
corporation absorbed by the registrant in a consolidation or merger, or by
reason of his/her being or having been a director, officer,
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trustee, employee or agent of any other corporation (domestic or foreign) or of
any partnership, joint venture, sole proprietorship, trust, employee benefit
plan or other enterprise (whether or not for profit), serving as such at the
request of the registrant or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent, shall
be indemnified and held harmless by the registrant to the fullest extent
permitted by the New Jersey Business Corporation Act, as the same exists or may
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the registrant to provide broader indemnification rights than
said Act permitted prior to such amendment), from and against any and all
reasonable costs, disbursements and attorneys' fees, and any and all amounts
paid or incurred in satisfaction of settlements, judgments, fines and penalties,
incurred or suffered in connection with any such proceeding, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the benefit of his/her
heirs, executors, administrators and assigns; provided, however, that, the
registrant shall indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was specifically authorized by the Board of
Directors of the registrant. The Certificate of Incorporation provides that such
right to indemnification shall be a contract right and shall include the right
to be paid by the registrant the expenses incurred in connection with any
proceeding before the final disposition of such proceeding as authorized by the
Board of Directors; provided, however, that, if the New Jersey Business
Corporation Act so requires, the payment of such expenses before the final
disposition of a proceeding shall be made only upon receipt by the registrant of
an undertaking, by or on behalf of such director, officer, employee, or agent to
reimburse the amounts so paid if it is not ultimately determined that such
person is entitled to be indemnified under the Certificate of Incorporation or
otherwise. The right to indemnification and payment of expenses provided by or
granted pursuant to the Certificate of Incorporation shall not exclude or be
exclusive of any other rights to which any person may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise, provided that no indemnification shall be made to or on behalf of
such person if a judgment or other final adjudication adverse to such person
establishes that such person has not met the applicable standard of conduct
required to be met under the New Jersey Business Corporation Act.
The registrant may purchase and maintain insurance on behalf of any
director, officer, employee or agent of the registrant or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expenses incurred in any proceeding and any liabilities asserted
against him/her by reason of such person's being or having been such a director,
officer, employee or agent, whether or not the registrant would have the power
to indemnify such person against such expenses and liabilities under the
provisions of the Certificate of Incorporation or otherwise. The registrant
maintains such insurance on behalf of its directors and officers.
The foregoing statements are subject to the detailed provisions of the New
Jersey Business Corporation Act and the registrant's Certificate of
Incorporation.
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Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
5 Opinion of Lowenstein Sandler PC, re: legality of
common shares being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Lowenstein Sandler PC (included in
Exhibit 5).
24 Powers of Attorney (included as part of the signature pages).
99 Employment Agreement, dated April 20, 2003, between Fred Hassan
and Schering-Plough Corporation (incorporated by reference to
Exhibit 99.2 to the Registrant's Current Report on Form 8-K
filed April 21, 2003, File No. 001-06571).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to
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the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of Kenilworth, State of New Jersey, on the 22nd
day of April 2003.
SCHERING-PLOUGH CORPORATION
By: /s/ Jack L.Wyszomierski
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Name: Jack L. Wyszomierski
Title: Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jack L. Wyszomierski, Thomas H. Kelly and Joseph
J. LaRosa, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this Registration
Statement and any and all related registration statements necessary to register
additional securities, 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, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
each said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, 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 below by the following persons in
the indicated capacities on April 22, 2003.
/s/ Fred Hassan
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Fred Hassan (Principal Executive Officer and Director)
/s/ Jack L. Wyszomierski
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Jack L. Wyszomierski (Principal Financial Officer)
/s/ Thomas H. Kelly
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Thomas H. Kelly (Principal Accounting Officer)
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/s/ Hans W. Becherer
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Hans W. Becherer (Director)
/s/ David H. Komansky
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David H. Komansky (Director)
/s/ Eugene R. McGrath
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Eugene R. McGrath (Director)
/s/ Donald L. Miller
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Donald L. Miller (Director)
/s/ Carl E. Mundy, Jr.
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Carl E. Mundy, Jr. (Director)
/s/ Richard de J. Osborne
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Richard de J. Osborne (Director)
/s/ Patricia F. Russo
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Patricia F. Russo (Director)
/s/ Kathryn C. Turner
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Kathryn C. Turner (Director)
/s/ Robert F. W. van Oordt
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Robert F. W. van Oordt (Director)
/s/ Arthur F. Weinbach
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Arthur F. Weinbach (Director)
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INDEX TO EXHIBITS
5 Opinion of Lowenstein Sandler PC, re: legality of common shares being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5).
24 Powers of Attorney (included as part of the signature pages).
99 Employment Agreement, dated April 20, 2003, between Fred Hassan and
Schering-Plough Corporation (incorporated by reference to Exhibit 99.2 to
the Registrant's Current Report on Form 8-K filed April 21, 2003, File No.
001-06571).
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