-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UBA0R9vPz9RWVnv/K8AUU3z+03VYYlny6qGKfGHTxzpP6oghVgp5opy0yLvl6Qam F7NGJQzorBRVJxe2JksApw== 0000950123-96-000528.txt : 19960213 0000950123-96-000528.hdr.sgml : 19960213 ACCESSION NUMBER: 0000950123-96-000528 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING PLOUGH CORP CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00853 FILM NUMBER: 96515456 BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940-1000 BUSINESS PHONE: 2018227000 S-3 1 SCHERING PLOUGH CORP 1 Registration No. 33-________ As filed with the Securities and Exchange Commission on February 12, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------------------- 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 incorporation or organization) Identification No.) ONE GIRALDA FARMS MADISON, NEW JERSEY 07940 (201) 822-7000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------------------------------------------------------- WILLIAM J. SILBEY DIRECTOR, CORPORATE LAW ONE GIRALDA FARMS MADISON, NEW JERSEY 07940 (201) 822-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 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: /X/ 2 CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------
Proposed Proposed Title of each maximum maximum class of Amount offering aggregate Amount of securities to to be price offering registration registered registered(2) per share(3) price(3) fee(3) - ----------------------------------------------------------------------------------------------------- Common Shares (par value $1.00 per share)(1) 5,200,000 $56.50 $293,800,000 $101,310.34 shares
- ----------------------------------------------------------------------- (1) Includes one attached Preferred Share Purchase Right per share. (2) Plus such presently indeterminable number of shares, if any, as shall be issuable from time to time as required pursuant to the adjustment provisions of the Warrants. (3) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and the low prices of the Common Stock as quoted on the New York Stock Exchange on February 6, 1996. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE. - ------------------------------------------------------------------------------ 3 SUBJECT TO COMPLETION, DATED FEBRUARY 12, 1996 PROSPECTUS 5,200,000 SHARES SCHERING-PLOUGH CORPORATION COMMON SHARES ------------------------------ This Prospectus relates to (i) the offering by Schering-Plough Corporation (the "Company" or "Schering-Plough") of up to 1,129,500 Common Shares, $1.00 par value per share, of the Company (the "Common Shares"), issuable by the Company upon the exercise of 54,966 outstanding Lynx Equity Units (the "Warrants"), and (ii) the offering from time to time by the security holder named herein (the "Selling Shareholder") of up to 4,070,500 Common Shares to be received in exchange for and cancellation of certain of the above described outstanding Warrants and a related outstanding warrant (such Common Shares being, the "Exchange Common Shares"). See "Selling Shareholder" and "Plan of Distribution." Unless the context indicates otherwise, the "Company" and "Schering-Plough" refer to Schering-Plough Corporation and its subsidiaries. The Warrants were issued on December 2, 1991 in connection with the issuance by the Company of zero coupon notes due December 2, 1996. The Warrants were issued in a private placement to institutional investors pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Act"). The Warrants are exercisable by the holders during the ninety day period from August 23, 1996 through November 22, 1996 or such earlier period as agreed upon by the holder and the Company (the "Exercise Period"). The number of Common Shares purchasable upon exercise of each Warrant per $1,000 is 20.548 Common Shares, subject to adjustment in certain circumstances, as set forth under "Plan of Distribution." The Company will be entitled to receive proceeds of up to $54,966,000 upon exercise of the Warrants (assuming all of the Warrants are exercised for cash); however, the Warrants may be exercised on a net cash or cashless, net share basis if the Company and the holder of the Warrants so agree. The Exchange Common Shares will be issued in exchange for and in cancellation of certain of the outstanding Warrants and a related outstanding warrant held by the Selling Shareholder. The Selling Shareholder has advised the Company that it may sell all or a part of the Exchange Common Shares from time to time depending on market conditions and other factors, in one or more transactions on the New York Stock Exchange ("NYSE") or other national securities exchanges on which the Common Shares are traded, in block transactions, in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at negotiated prices, or at fixed prices. The Selling Shareholder may effect transactions by selling the Exchange Common Shares to or through agents or dealers designated from time to time, and such agents or dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder for whom they may act as agent. See "Selling Shareholder" and "Plan of Distribution." The Company will not receive any of the proceeds from the sale of the Exchange Common Shares by the Selling Shareholder. The Common Shares are traded on the New York Stock Exchange under the symbol "SGP." On February 9, 1996 the closing sale price of the Common Shares on the New York Stock Exchange was $58.00 per share. ------------------------------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------------------------------ 4 No person is authorized to give any information or to make any representation not contained in this Prospectus, and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase the securities offered by this Prospectus in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer, or solicitation of an offer. Neither the delivery of this Prospectus nor any distribution of the securities offered pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth herein or in the affairs of the Company since the date of this Prospectus or that the information herein is correct as of any time subsequent to its date. The date of this Prospectus is __________, 1996 2 5 TABLE OF CONTENTS
Page ---- Available Information . . . . . . . . . . . . . . . 3 Information Incorporated by Reference . . . . . . . 4 The Company . . . . . . . . . . . . . . . . . . . . 5 Use of Proceeds . . . . . . . . . . . . . . . . . . 5 Selling Shareholder . . . . . . . . . . . . . . . . 5 Plan of Distribution . . . . . . . . . . . . . . . . 6 Legal Matters . . . . . . . . . . . . . . . . . . . 7
AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files periodic reports, proxy and information statements and other information, with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act, relating to its business, financial statements and other matters. Such reports, proxy and information statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices at 75 Park Place, New York, N.Y. 10007 and 500 West Madison, Suite 1400, Chicago, Illinois 60621-2511, and copies of such material can also be obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. This Prospectus does not contain all the information set forth in the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the SEC with respect to the securities to which the Prospectus relates, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to the Company and the Common Shares, reference is made to the Registration Statement including the exhibits thereto, which may be inspected at the above referenced public reference facilities of the SEC. Statements contained herein concerning the provisions of any document are not necessarily complete and in each instance reference is made to the copy of the document filed as an exhibit or schedule to the Registration Statement. Each such statement is qualified in its entirety by reference to the copy of the applicable documents filed with the SEC. The Common Shares are traded on the NYSE and reports and proxy statements and other information concerning the Company also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. 3 6 INFORMATION INCORPORATED BY REFERENCE The following documents filed by Schering-Plough with the Commission pursuant to the Exchange Act (Commission File No. 1-6571) are hereby incorporated by reference in this Prospectus: 1. The description of Schering-Plough Common Shares contained in Schering-Plough's Registration Statement on Form 8-A dated March 16, 1979, and any amendment or report filed for the purpose of updating such description; 2. The description of Schering-Plough's Preferred Share Purchase Rights contained in Schering-Plough's Registration Statement on Form 8-A dated July 31, 1989, and any amendment or report filed for the purpose of updating such description; 3. Schering-Plough's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the Commission on March 3, 1995, as amended by the Form 10-K/A (Amendment No. 1) dated June 26, 1995 (as amended, the "1994 Schering-Plough Form 10-K"); 4. Schering-Plough's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1995; 5. The information contained in Schering-Plough's Proxy Statement dated March 24, 1995 for its Annual Meeting of Shareholders held on April 25, 1995 that has been incorporated by reference in the 1994 Schering-Plough Form 10-K; and 6. Schering-Plough's Current Report on Form 8-K dated June 28, 1995. All reports and other documents filed with the Commission by Schering-Plough pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such reports and other 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 Prospectus. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO SCHERING-PLOUGH THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS OR HEREIN) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST TO SCHERING-PLOUGH CORPORATION, ONE GIRALDA FARMS, MADISON, NEW JERSEY 07940, ATTENTION: WILLIAM J. SILBEY, DIRECTOR, CORPORATE LAW; (201) 822-7000. 4 7 THE COMPANY The Company is a holding company which was incorporated in 1970. Through its subsidiaries, the Company is engaged in the discovery, development, manufacturing and marketing of pharmaceuticals and health care products worldwide. These products include prescription drugs, animal health, over-the-counter (OTC), foot care and sun care products. For further information about the business and operations of the Company, reference is made to the Company's reports incorporated herein by reference. See "Information Incorporated by Reference." The principal executive offices of the Company are located at One Giralda Farms, Madison, New Jersey 07940, and its telephone number is (201) 822-7000. USE OF PROCEEDS The holders of the Warrants are not obligated to exercise the Warrants and there can be no assurance that the holders will choose to exercise all or any portion of the Warrants. In the event that all of the Warrants are exercised, the Company will be entitled to receive proceeds of up to $54,966,000 before deducting related expenses (assuming all of the Warrants are exercised); however, the Warrants may be exercised on a net cash or cashless, net share basis if the Company and the holder of the Warrants so agree. The Company will use any proceeds received upon exercise of the Warrants for general corporate purposes. The Company will not receive any proceeds from the sale of the Exchange Common Shares. SELLING SHAREHOLDER An aggregate of up to 4,070,500 Exchange Common Shares may be offered and sold pursuant to this Prospectus by the Selling Shareholder. The Company has agreed to register the Exchange Common Shares under the Securities Act and maintain the effectiveness of such registration for the period ending December 31, 1996 and pay all expenses in connection therewith (other than agent or dealer discounts, concessions or commissions incurred, if any, in connection with the sale of the Exchange Common Shares and fees and expenses of counsel for the Selling Shareholder). The Exchange Common Shares have been included in the Registration Statement of which this Prospectus forms a part. The following table sets forth certain information with respect to the Selling Shareholder.
Beneficial Ownership Ownership of the Company Number of After Sale (1)(2) Beneficial Prior to Sale (1) Shares Being Number Owner Number of Shares Percent Offered of Shares Percent - ---------- ------------------ ------- ------------ --------- ------- Merrill, Lynch, Pierce, Fenner & Smith, Inc. 5,373,385 (4) 1.5% 4,070,500 1,302,885 (4) * (3)
- ---------------------------- * Less than one percent (1%) (1) Assumes receipt of the maximum possible number of Exchange Common Shares. (2) Assumes that all of the Exchange Common Shares are sold by the Selling Shareholder and no additional Common Shares are acquired. (3) Merrill, Lynch, Pierce, Fenner & Smith, Inc. is a wholly owned subsidiary of Merrill Lynch & Co., Inc. (4) Merrill, Lynch, Pierce, Fenner & Smith, Inc. owns 80,841 Common Shares (excluding the Exchange Common Shares). Other entities affiliated with Merrill Lynch & Co., Inc. nominally own an additional 1,222,044 Common Shares as to which Merrill Lynch & Co., Inc., Merrill, Lynch, Pierce, Fenner & Smith and all such affiliated entities disclaim beneficial ownership. 5 8 PLAN OF DISTRIBUTION WARRANTS The Warrants were issued on December 2, 1991 in connection with the issuance by the Company of zero coupon notes due December 2, 1996. The Warrants were issued in a private placement to institutional investors pursuant to exemptions from registration under the Act. During the Exercise Period, each Warrant is exercisable by the holder in whole or in part on any business day through and including the last day of the Exercise Period upon notice to the Company. If a Warrant has not been exercised as to any Exchange Common Shares on or prior to the end of the Exercise Period, such Warrant will become void. The number of Common Shares purchasable upon exercise of each Warrant per $1,000 (the "Exercise Price") shall be 20.548 Exchange Common Shares, subject to adjustment for certain changes in the capital stock, stock dividends, rights issues, other distributions, extraordinary cash dividends and reorganization of the Company. Upon exercise of the Warrants, the Company will deliver Common Shares to the holder on the third business day after the relevant exercise date (the "Settlement Date"). The Common Shares will be delivered against payment (i) on a cash basis by the holder of an amount equal to the Exercise Price multiplied by the number of Warrants being exercised, plus, if the Settlement Date is to occur after a date which is four business days prior to the record date specified by the Company for any dividend with respect to the Common Shares to be received upon exercise (an ex-dividend date) but prior to the date on which such dividend is paid, an amount equal to the aggregate amount of such dividend payable on such Common Shares or (ii) on a net cash or cashless, net share basis if the Company and the holder of the Warrants so agree. EXCHANGE COMMON SHARES The Selling Shareholder may sell the Exchange Common Shares from time to time depending on market conditions and other factors, in one or more transactions on the NYSE or other national securities exchanges on which the Common Shares are traded, in block transactions, in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at negotiated prices, or at fixed prices. The Selling Shareholder may effect such transactions by selling the Exchange Common Shares to or through agents or dealers designated from time to time, and such agents or dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder and/or the purchasers of Exchange Common Shares. The Selling Shareholder and any agents or dealers that act in connection with the sale of Exchange Common Shares might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any discount or commission received by them and any profit on the resale of Exchange Common Shares as principals might be deemed to be underwriting discounts or commissions under the Securities Act. To the extent required, the number of Exchange Common Shares to be sold, the purchase price and public offering price, the name or names of any agent or dealer, and any applicable commissions or discounts with respect to a particular offering will be set forth in a supplement to this Prospectus to be filed with the SEC pursuant to Rule 424 under the Securities Act. GENERAL The Company has agreed to indemnify the Selling Shareholder and each person who controls the Selling Shareholder, within the meaning of the Exchange Act, and the Selling Shareholder has agreed to indemnify the Company, 6 9 against certain civil liabilities, including certain liabilities which may arise under the Securities Act. Robert P. Luciano, Chairman of the Board of the Company, is a director of Merrill Lynch & Co., Inc. ("ML&Co."). William A. Schreyer, a director of the Company, is Chairman Emeritus of the Board of ML&Co. ML&Co. and its affiliates rendered services in various capacities to the Company in connection with the private placement of the Warrants and render financial advisory and other services to the Company and its subsidiaries. LEGAL MATTERS The validity of the Common Shares offered in this Prospectus will be passed upon for the Company by William J. Silbey, Director, Corporate Law of the Company, One Giralda Farms, Madison, New Jersey 07940. EXPERTS The financial statements and related financial statement schedule incorporated in this prospectus by reference from Schering-Plough's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing. 7 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses in connection with the offering are as follows: Registration Fee . . . . . . . . . . . . . . . . $101,310 Legal Fees and Expenses . . . . . . . . . . . . . $ 5,000 Blue Sky Qualification Fees and Expenses. . . . . $ 5,000 Printing Fees . . . . . . . . . . . . . . . . . . $ 5,000 Miscellaneous . . . . . . . . . . . . . . . . . . $ 5,000 -------- Total . . . . . . . . . . . . . . . . . . . . . . $121,310
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful. The indemnification and advancement of expenses shall not exclude any 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 or officer 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 a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The Registrant's Certificate of Incorporation provides that, directors and officers of the Registrant shall not be personally liable 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 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 or 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 or her being or having been a director, officer, 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 II-1 11 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, judgements, 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 or 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 right to indemnification created by the Certificate of Incorporation shall be a contract right and shall include the right to be paid by the Registrant the expenses incurred in connection with any proceeding in advance of 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 in advance of 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 repay all amounts so advanced unless it shall ultimately be determined that such person is entitled to be indemnified under the Certificate of Incorporation or otherwise. The right to indemnification and advancement 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 any and liabilities asserted against him or 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. ITEM 16. EXHIBITS The following exhibits are either filed herewith or incorporated by reference to documents previously filed as indicated below:
Exhibits Description - -------- ----------- 4.1 Schering-Plough Corporation's Certificate of Incorporation, as amended and currently in effect, filed as Exhibit 3(i) to Schering-Plough Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-6571), is incorporated herein by reference.
II-2 12 4.2 Schering-Plough Corporation's By-Laws, as amended effective January 1, 1996 and currently in effect. 4.3 Rights Agreement, dated as of July 25, 1989, between Schering-Plough Corporation and The Bank of New York, filed as Exhibit 4 to Schering-Plough Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989 (File No. 1-6571), is incorporated herein by reference. 5 Opinion of William J. Silbey, Esq., Director, Corporate Law. 23.1 Consent of William J. Silbey, Esq., Director, Corporate Law (included with Exhibit 5 hereof). 23.2 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included with the signature pages to this Registration Statement).
ITEM 17. UNDERTAKINGS (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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under 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. (3) To remove from registration by means of a 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 II-3 13 registrant's annual report pursuant to Section 13(a) or Section 15(d) of 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 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 of 1933 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 SEC 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. II-4 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Madison, State of New Jersey, on February 12, 1996. SCHERING-PLOUGH CORPORATION (Registrant) By /s/ Richard J. Kogan ----------------------- Name: Richard J. Kogan Title: President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack L. Wyszomierski, and Thomas H. Kelly, and each of them, his true and lawful attorneys-in-fact and agents, each 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, as fully to all intents and purposes as he 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, this Registration Statement has been signed by the following persons in the capacities indicated on February 12, 1996.
Signatures Title ---------- ----- /s/ Robert P. Luciano Chairman of the Board, Chairman - ----------------------------- of the Executive Committee, and Robert P. Luciano Director /s/ Richard J. Kogan President and Chief Executive - ----------------------------- Officer, and Director (Principal Richard J. Kogan Executive Officer) /s/ Hugh A. D'Andrade Vice Chairman of the Board and - ----------------------------- Chief Administrative Hugh A. D'Andrade Officer, and Director /s/ Jack L. Wyszomierski Executive Vice President and - ----------------------------- Chief Financial Officer Jack L. Wyszomierski (Principal Financial Officer) /s/ Thomas H. Kelly Vice President and Controller - ----------------------------- (Principal Accounting Officer) Thomas H. Kelly
15
Signatures Title ---------- ----- /s/ Hans W. Becherer Director - ----------------------------- Hans W. Becherer /s/ David C. Garfield Director - ----------------------------- David C. Garfield /s/ Regina E. Herzlinger Director - ----------------------------- Regina E. Herzlinger /s/ H. Barclay Morley Director - ----------------------------- H. Barclay Morley /s/ Carl E. Mundy, Jr. Director - ----------------------------- Carl E. Mundy, Jr. /s/ Richard de J. Osborne Director - ----------------------------- Richard de J. Osborne /s/ Patricia F. Russo Director - ----------------------------- Patricia F. Russo /s/ William A. Schreyer Director - ----------------------------- William A. Schreyer /s/ Robert F. W. van Oordt Director - ----------------------------- Robert F. W. van Oordt /s/ R. J. Ventres Director - ----------------------------- R. J. Ventres /s/ James Wood Director - ----------------------------- James Wood
16 INDEX TO EXHIBITS
Sequentially Exhibits Description Numbered Page - -------- ----------- ------------- 4.2 Schering-Plough Corporation's By-Laws, as amended effective January 1, 1996 and currently in effect. 5 Opinion of William J. Silbey, Esq., Director, Corporate Law. 23.1 Consent of William J. Silbey, Esq., Director, Corporate Law (included with Exhibit 5 hereof). 23.2 Consent of Deloitte & Touche LLP.
EX-4.2 2 BY-LAWS 1 EXHIBIT 4.2 BY-LAWS OF SCHERING-PLOUGH CORPORATION As Amended to January 1, 1996 2 BY-LAWS OF SCHERING-PLOUGH CORPORATION I. Name The name of the Corporation is SCHERING-PLOUGH CORPORATION. II. Seal The corporate seal shall have inscribed thereon the name of the Corporation and the year and state of incorporation. Such seal may be altered from time to time in the discretion of the Board of Directors. III. Shareholders Meetings 1. Place of Meetings. All meetings of the shareholders may be held at such place as shall be fixed by the Board of Directors of the Corporation. 2. Annual Meeting. The Annual Meeting of Shareholders shall be held on the fourth Tuesday in April in each year, if not a legal holiday, but if a legal holiday, then on the next succeeding day not a holiday. At any such Annual Meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors, or (b) by any shareholder of the Corporation who complies with the procedures set forth in this Section 2. For business properly to be brought before an Annual Meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the Meeting; provided, however, that in the event that less than 40 days' notice or prior public disclosure of the date of the Meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made. To be in proper written form, a shareholder's notice to the Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the Annual Meeting (a) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (b) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at an Annual Meeting except in accordance with the procedures set forth in this Section 2. The chairman of an Annual Meeting shall, if the facts warrant, determine and declare to the Meeting that business was not properly brought before the Meeting in accordance with the provisions of this Section 2, and if he should so 3 determine, he shall so declare to the Meeting and any such business not properly brought before the Meeting shall not be transacted. 3. Notice. Written notice of the time, place and purpose or purposes of every meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the meeting. 4. Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix, in advance, a date as the record date for such determination of shareholders. Such date shall be not less than 10 nor more than 60 days before the date of such meeting. 5. Quorum. At any meeting of shareholders, the holders of shares entitled to cast a majority of the votes shall constitute a quorum. 6. Special Meetings. Except as otherwise provided in the New Jersey Business Corporation Act, a special meeting of shareholders may be called only by the Chairman of the Board, the President or the Board of Directors of the Corporation. Business transacted at any such special meeting shall be confined to the purpose or purposes stated in the notice thereof. IV. Shareholder Action Subject to the rights of the holders of any series of Preferred Shares then outstanding, any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders unless all of the shareholders entitled to vote thereon consent thereto in writing. Notwithstanding anything contained in these By-laws to the contrary, this Article IV may be amended, supplemented or repealed only by the affirmative vote of the holders of 80% or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. V. Directors 1. Number, Election and Terms. The business and affairs of the Corporation shall be managed by a Board of Directors which shall have and may exercise all of the powers of the Corporation, except such as are expressly conferred upon the shareholders by law, by the Certificate of Incorporation or by these By-laws. Subject to the rights of the holders of shares of any series of Preferred Shares then outstanding to elect additional directors under specified circumstances, the Board of Directors shall consist of not less than nine (9) nor more than twenty-one (21) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by either (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, or (ii) the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. At the 1985 annual meeting of shareholders, the directors shall be divided into three classes, as nearly -2- 4 equal in number as possible (but with not less than three directors in each class), with the term of office of the first class to expire at the 1986 annual meeting of shareholders, the term of office of the second class to expire at the 1987 annual meeting of shareholders, and the term of office of the third class to expire at the 1988 annual meeting of shareholders, and with the members of each class to hold office until their successors have been elected and qualified. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. 2. Removal. Subject to the rights of the holders of any series of Preferred Shares then outstanding, any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. 3. Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Shares then outstanding, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such places and times as may be fixed from time to time by resolution of the Board and a regular meeting shall be held each year after the adjournment of the annual meeting of the shareholders on the same day. 5. Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of the Board, and shall be called on the written request of at least one-third of the total number of directors then in office, by oral, telegraphic or written notice given to each director not less than forty-eight hours before such meeting. 6. Place of Meeting. The directors may hold their meetings wherever they may from time to time determine. 7. Quorum and Vote. At all meetings of the Board of Directors, the presence of a majority of the entire Board shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. Except as otherwise provided in these By-laws or as otherwise provided by statute, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. 8. Executive Committee and Other Committees. (a) The Board of Directors, by resolution adopted by a majority of the entire Board, may elect from among its members an Executive Committee and other committees, each consisting of three or more members and alternates, all of whom shall serve at the pleasure of the Board. The chief executive officer shall be a member of the Executive Committee ex officio. The Board may by resolution appoint one member as the Chairman of the Executive Committee and such member shall preside at all meetings of such committee at which he is present. In the absence of the Chairman of the Executive Committee, the chief executive officer, if present, shall preside at all such meetings. In the absence of the Chairman of the Executive Committee and the -3- 5 chief executive officer, a majority of the members of the Executive Committee present shall choose a chairman to preside at such meetings. (b) To the extent permitted by law, the Executive Committee may exercise all the powers of the Board in the management of specified matters where such authority is delegated to it by the Board, and also, to the extent permitted by law, during the intervals between the meetings of the Board, the Executive Committee shall have, and may exercise, all the powers of the Board in the management of the business and affairs of the Corporation (including the power to authorize the seal of the Corporation to be affixed to all papers which may require it, but excluding the power to appoint a member of the Executive Committee) in such manner as the Executive Committee shall deem to be in the best interests of the Corporation and not inconsistent with any prior specific action of the Board. Between meetings of the Board, the officers of the Corporation shall consult with the Executive Committee as appropriate and shall obtain the approval by such Committee of decisions requiring such approval. An act of the Executive Committee taken within the scope of its authority shall be deemed to be an act of the Board. (c) Regular meetings of the Executive Committee shall be held at such times, on such dates and at such places (either within or without the State of New Jersey) as shall be fixed by resolution adopted by a majority of the Executive Committee or as shall be fixed by the Chairman of the Executive Committee or, in the absence of the Chairman of the Executive Committee, the chief executive officer. Special meetings of the Executive Committee may be called by the Chairman of the Executive Committee or by the chief executive officer. Reasonable written or oral notice of each meeting of the Executive Committee, stating the time and place thereof (either within or without the State of New Jersey), shall be given to each member thereof. (d) At all meetings of a committee consisting of four or less members, the presence of two members of the committee shall constitute a quorum for the transaction of business. At all meetings of a committee consisting of five or more members, the presence of a majority of the members of the committee shall constitute a quorum for the transaction of business. 9. Greater Voting Required for Certain Action. Anything herein to the contrary notwithstanding, the affirmative vote of not less than two-thirds of the entire Board shall be required to dissolve or merge the Corporation's subsidiary, Plough, Inc. Amendment or repeal of this By-law provision shall require the affirmative vote of two-thirds of the entire Board. VI. Nominations of Director Candidates 1. Eligibility to Make Nominations. Nominations of candidates for election as directors of the Corporation at any meeting of shareholders called, in whole or in part, for election of directors (an "Election Meeting") may be made by the Board of Directors or by any shareholder entitled to vote at such Election Meeting. 2. Procedure for Nominations by the Board of Directors. Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, not less than 30 days prior to the date of the Election Meeting. At the request of the Secretary of the Corporation, each proposed nominee shall provide the Corporation with such information concerning himself as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation's proxy statement soliciting proxies for his election as a director. -4- 6 3. Procedure for Nominations by Shareholders. Not less than 30 days prior to the date of the Election Meeting, any shareholder who intends to make a nomination at the Election Meeting shall deliver a notice to the Secretary of the Corporation setting forth (i) the name, age, business address, and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are beneficially owned by each such nominee, and (iv) such other information concerning each such nominee as would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such nominee. 4. Substitution of Nominees. In the event that a person is validly designated as a nominee in accordance with Section 2 or 3 of this Article VI and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the shareholder who proposed such nominee, as the case may be, may designate a substitute nominee. 5. Determination of Compliance with Procedures. If the Chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedure, such nomination shall be void. VII. Officers 1. Titles. The officers of the Corporation shall consist of a Chairman of the Board, a President, a Vice Chairman of the Board, one or more Vice Presidents, a Secretary and a Treasurer and may include a Chairman of the Executive Committee and such other officers as may from time to time be elected or appointed by the Board of Directors. The chief executive officer of the Corporation shall be either the Chairman of the Board or the President. In the event that the Chairman of the Board is the chief executive officer of the Corporation, the President shall be the chief operating officer of the Corporation. In the event that the President is the chief executive officer of the Corporation, the chief operating officer shall be such officer (including but not limited to the Chairman of the Board or the President) as may be from time to time elected or appointed as chief operating officer by the Board of Directors. 2. Terms. Each officer shall hold office for the term for which he is elected and until a successor is elected or appointed. 3. Chairman of the Board. The Chairman of the Board shall, if present, preside at all meetings of shareholders and of the Board of Directors and shall perform such other duties as may from time to time be assigned by the Board. 4. Chairman of the Executive Committee. The Chairman of the Executive Committee shall, if present, preside at all meetings of the Executive Committee, shall be consulted on all major policy and strategic decisions regarding the Corporation and shall perform such other duties as may from time to time be assigned by the Board. 5. Chief Executive Officer. The chief executive officer of the Corporation shall have the general management and superintendence of the affairs of the Corporation. In all cases where, and to the extent that, the duties of the other officers of the Corporation are not specifically prescribed by the By-laws, or by resolutions of the Board of Directors, the chief executive officer may prescribe such duties. In the absence of the chief operating officer, the chief executive officer shall also act as chief -5- 7 operating officer. The chief executive officer shall have and may exercise any and all powers and perform any and all duties pertaining to his office, or conferred or imposed upon his office by the By-laws or by the Board of Directors. In the absence of the Chairman of the Board, the chief executive officer, if present, shall preside at all meetings of shareholders and of the Board of Directors. The chief executive officer may, from time to time, delegate to other officers, agents and employees of the Corporation any of the powers and duties conferred upon him by the By-laws or by the Board of Directors or pertaining to his office. 6. Vice Chairman of the Board. The Vice Chairman of the Board shall be the chief administrative officer of the Corporation and shall perform such duties as may be prescribed by the Board of Directors or, subject thereto, by the chief executive officer of the Corporation. In the absence of the Chairman of the Board and of the chief executive officer, the Vice Chairman of the Board, if present, shall preside at all meetings of shareholders and of the Board of Directors. 7. Chief Operating Officer. The chief operating officer of the Corporation shall, subject to the direction of the Board of Directors and the chief executive officer, be in charge of the general operations of the Corporation. He shall have and may exercise any and all powers and perform any and all duties pertaining to his office, or conferred or imposed upon the chief operating officer by the By-laws, the Board of Directors or the chief executive officer. The chief operating officer may, from time to time, delegate to other officers, assistant officers, agents and employees of the Corporation any of the powers and duties pertaining to his office, or conferred upon him by the By-laws or by the Board of Directors or by the chief executive officer of the Corporation. 8. Vice Presidents. The Vice Presidents may be designated by the Board of Directors with one or more titles denoting seniority or functions. All of the Vice Presidents shall perform such duties as may be prescribed by the Board of Directors or, subject thereto, by the chief executive officer of the Corporation. 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and act as secretary thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any committee of the Board when required. He shall cause to be given any notice which is required in respect of any meeting of shareholders and directors and shall perform such other duties as pertain to his office. He shall keep in safe custody the seal of the Corporation and affix it, when required, to any instrument. 10. Treasurer. The Treasurer shall have the custody of all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the chief operating officer and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the Corporation. 11. Other Officers. All other officers and assistant officers shall have such duties and exercise such powers as generally pertain to their respective offices, as well as such duties and powers as from time to time may be prescribed by the chief executive officer or the Board of Directors. The -6- 8 Board may require any officer, agent or employee to give security for the faithful performance of his duties. 12. Compensation. Salaries of officers elected by the Board shall be fixed or approved by the Board of Directors. The compensation of all other officers, divisional officers, assistant officers, agents and employees shall either be so fixed or be fixed by the chief executive officer or other officers duly authorized to fix such salaries. VIII. Fiscal Year The Fiscal Year of the Corporation shall begin on January 1 and end on December 31 of each year, unless otherwise provided by the Board of Directors. IX. Amendment, Repeal, etc. Notwithstanding any other provision contained in these By-laws to the contrary, Article IV ("Shareholder Action"), Sections 1 ("Number, Election and Terms"), 2 ("Removal") and 3 ("Newly Created Directorships and Vacancies") of Article V ("Directors"), Article VI ("Nominations of Director Candidates") and this Article IX of these By-laws may be amended, supplemented or repealed only by the affirmative vote of 80% or more of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Subject to the foregoing, the Board of Directors may amend or repeal these By-laws or adopt new By-laws. -7- EX-5 3 OPINION 1 EXHIBIT 5 February 9, 1996 Schering-Plough Corporation One Giralda Farms Madison, NJ 07940 RE: Schering-Plough Corporation Registration Statement on Form S-3 Gentlemen: As Director, Corporate Law of Schering-Plough Corporation, a New Jersey corporation (the "Corporation"), I have examined the Certificate of Incorporation and Bylaws of the Corporation as well as such other documents and proceedings as I have considered necessary for the purposes of this opinion. I have also examined and am familiar with the Corporation's Registration Statement on Form S-3 (the "Registration Statement") as filed with the Securities and Exchange Commission under the Securities Act of 1933, relating to 5,200,000 shares of the Corporation's Common Shares, par value $1.00 per share (the "Common Shares") issuable by the Corporation upon the exercise of warrants issued in December 1991 (the "Warrants") and the offering of certain Common Shares received in exchange for and cancellation of certain of the Warrants and a related outstanding warrant from time to time by a shareholder of the Corporation in the amount and in the manner and on terms and conditions described in the Registration Statement. Based upon the foregoing, and having regard to legal considerations which I deem relevant, I am of the opinion that the Common Shares, when issued and delivered by the Corporation, will be legally issued, fully paid and non-assessable. This opinion is intended solely for the Corporation's use in connection with the registration of the Common Shares and may not be relied upon for any other purpose or by any other person. This opinion may not be quoted in whole or in part or otherwise referred to or furnished to any other person except in response to a valid subpoena. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered as of the date hereof, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur. I hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement. Very truly yours, William J. Silbey Director, Corporate Law EX-23.2 4 CONSENT 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Schering-Plough Corporation on Form S-3 of our reports dated February 15, 1995, appearing in and incorporated by reference in the Annual Report on Form 10-K of Schering-Plough Corporation for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- Parsippany, New Jersey February 9, 1996 -----END PRIVACY-ENHANCED MESSAGE-----