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
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