-----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, GFS5HNgWs3X17rawPxSg7jKMISnofrBPVYTrJn/UfxPsomS8bj5bsw5MqiRSR/hT ZHWMLOb7xt8cMED1CsX/Sg== 0000950123-03-001218.txt : 20030212 0000950123-03-001218.hdr.sgml : 20030212 20030211185604 ACCESSION NUMBER: 0000950123-03-001218 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 033-57339 FILED AS OF DATE: 20030211 EFFECTIVENESS DATE: 20030211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYETH CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-103111 FILM NUMBER: 03551215 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 S-3MEF 1 y83452mfsv3mef.txt WYETH: 462(B) FILING As filed with the Securities and Exchange Commission on February 11, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WYETH (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 13-2526821 (STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.) OR ORGANIZATION)
FIVE GIRALDA FARMS MADISON, NEW JERSEY 07940 (973) 660-5000 (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) LOUIS L. HOYNES, JR. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL WYETH FIVE GIRALDA FARMS MADISON, NEW JERSEY (973) 660-5000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: Jeffrey S. Sherman Joseph H. Kaufman, Esq. Francis J. Morison, Esq. WYETH SIMPSON THACHER & BARTLETT DAVIS POLK & WARDWELL FIVE GIRALDA FARMS 425 LEXINGTON AVENUE 450 LEXINGTON AVENUE MADISON, NEW JERSEY 07940 NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017 (973) 660-5000 (212) 455-2000 (212) 450-4000
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: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 033-57339 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering. [ ]________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) UNIT(2)(3) PRICE REGISTRATION FEE Debt Securities................. $300,000,000 100% $300,000,000 $27,600
(1) For debt securities issued with an original issue discount, the amount to be registered is the amount as shall result in aggregate gross proceeds of up to $300,000,000. (2) Estimated solely for the purpose of determining the registration fee. (3) Excluding accrued interest and accrued amortization of discount, if any. INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 033-57339 Wyeth (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 033-57339) declared effective on January 30, 1995 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------- ----------- 5.1 Opinion of Simpson Thacher & Bartlett as to legality of the debt securities. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
After reasonable efforts, the Company has not been able to obtain the written consent of Arthur Andersen LLP, the Company's former independent public accountants, to the incorporation by reference into this Registration Statement of its report covering the Company's financial statements at December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001. The Company has dispensed with the requirement to file the written consent of Arthur Andersen LLP in reliance on Rule 437a promulgated under the Securities Act of 1933, as amended. Since the Company has not been able to obtain the written consent of Arthur Andersen LLP, investors will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements at December 31, 2000 and for each of the two years in the period ended December 31, 2000 audited by Arthur Andersen LLP incorporated by reference herein or any omissions to state a material fact required to be stated therein. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Madison, state of New Jersey, on February 11, 2003. WYETH By: /s/ Kenneth Martin --------------------------------- Name: Kenneth Martin Title: Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dated indicated.
Signatures Title Date ---------- ----- ---- Principal Executive Officers: /s/ Robert Essner Chairman of the Board, February 11, 2003 - ------------------------------------ President and Robert Essner Chief Executive Officer Principal Financial Officer: /s/ Kenneth J. Martin Executive Vice President and February 11, 2003 - ------------------------------------ Chief Financial Officer Kenneth J. Martin Principal Accounting Officer: /s/ Paul J. Jones Vice President and February 11, 2003 - ------------------------------------ Comptroller Paul J. Jones Directors: /s/ Clifford L. Alexander, Jr. Director February 11, 2003 - ------------------------------------ Clifford L. Alexander, Jr. /s/ Frank A. Bennack, Jr. Director February 11, 2003 - ------------------------------------ Frank A. Bennack, Jr. /s/ Richard L. Carrion Director February 11, 2003 - ------------------------------------ Richard L. Carrion /s/ John D. Feerick Director February 11, 2003 - ------------------------------------ John D. Feerick
II-2 Director February 11, 2003 /s/ John P. Mascotte - ------------------------------------ John P. Mascotte /s/ Mary Lake Polan, M.D., Ph.D. Director February 11, 2003 - ------------------------------------ Mary Lake Polan, M.D., Ph.D. /s/ Ivan G. Seidenberg Director February 11, 2003 - ------------------------------------ Ivan G. Seidenberg /s/ Walter V. Shipley Director February 11, 2003 - ------------------------------------ Walter V. Shipley /s/ John R. Torell, III Director February 11, 2003 - ------------------------------------ John R. Torell, III
II-3 EX-5.1 3 y83452mfexv5w1.txt OPINION OF SIMPSON THACHER & BARTLETT Exhibit 5.1 February 11, 2003 Wyeth Five Giralda Farms Madison, New Jersey 07940 Ladies and Gentlemen: We have acted as counsel to Wyeth, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), relating to debt securities (the "Securities"). The Registration Statement incorporates by reference in its entirety the Company's Registration Statement on Form S-3 (File No. 033-57339) (the "Original Registration Statement") declared effective on January 30, 1995 by the Commission. The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus incorporated by reference therein and supplements to the prospectus for an aggregate initial offering price not to exceed $300,000,000.00. The Securities will be issued under a supplemental indenture to the Indenture dated as of April 19, 1992, as amended on October 13, 1992 (the "Indenture"), between the Company and JPMorgan Chase Bank (successor to The Chase Manhattan Bank), as trustee (the "Trustee"). We have examined the Registration Statement, the Original Registration Statement, and the Indenture, which has been filed with the Commission as an exhibit to the Original Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. February 11, 2003 Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that: Assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being referred to herein as the "Board") and (b) the due execution, authentication, issuance and delivery of such Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. Our opinion set forth above is subject to the effects of (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (2) general equitable principles (whether considered in a proceeding in equity or at law) and (3) an implied covenant of good faith and fair dealing. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States and the Delaware General Corporation Law. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus incorporated by reference into the Registration Statement. Very truly yours, SIMPSON THACHER & BARTLETT 2 EX-23.1 4 y83452mfexv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 26, 2002, except for paragraph 5 of Note 14 which is as of December 9, 2002, relating to the financial statements, which appears in Wyeth's Annual Report on Form 10-K/A for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated November 26, 2002 relating to the financial statement schedule, which appears in Wyeth's Annual Report on Form 10-K/A for the year ended December 31, 2001. PricewaterhouseCoopers LLP Florham Park, NJ February 11, 2003 -----END PRIVACY-ENHANCED MESSAGE-----