SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ICN Pharmaceuticals, Inc. is restating in its entirety information
concerning persons who may be deemed participants in accordance with Rule
14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, as
follows:
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2002 annual meeting of stockholders when it becomes available, as
it will contain important information. Stockholders will be able to obtain
this proxy statement, any amendments to the proxy statement and other
documents filed by ICN with the Securities and Exchange Commission for free
at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, ICN will mail the proxy statement
to each stockholder of record on the record date to be established for the
stockholders meeting. ICN will also make additional copies of the proxy
statement and any amendments to the proxy statement available for free to
ICN's stockholders. Please direct your request for the proxy statement to
Investor Relations, ICN Pharmaceuticals, Inc., 3300 Hyland Avenue, Costa
Mesa, California 92626, telephone (714) 545-0100, extension 3104.
Participant Information
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In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the information concerning persons who may be deemed
participants is as follows:
ICN, its executive officers and directors named below may be deemed to be
participants in the solicitation of proxies for ICN's 2002 annual meeting
of stockholders. The number of shares of ICN common stock beneficially
owned by each of these persons as of March 15, 2002 is listed in
parenthesis after his or her name.
Milan Panic, Chairman of the Board and Chief Executive Officer (2,568,051);
Adam Jerney, President and Director (1,077,184); John E. Giordani,
Executive Vice President and Chief Financial Officer (80,815); Gregory
Keever, Executive Vice President, General Counsel and Corporate Secretary
(none); Bill A. MacDonald, Executive Vice President, Strategic Planning
(85,032); Alan F. Charles, Executive Vice President, Public Relations
(101,763); Johnson Y.N. Lau, Senior Vice President, Research and
Development (50,000); James G. McCoy, Executive Vice President, Human
Relations (25,000); David Watt, Executive Vice President, Biomedicals
(93,650).
ICN's directors who are not also executive officers are: Norman Barker, Jr
(165,567); Birch E. Bayh, Jr. (112,295); Edward Burkhardt (250,000);
Abraham E. Cohen (none); Ronald Fogleman (1,000); Roger Guillemin
(144,106); Jean-Francois Kurz (143,278); Steven Lee (25,000); Stephen Moses
(90,694) and Rosemary Tomich (3,750). Roderick M. Hills will become a
director of ICN upon Roger Guillemin's resignation as a director of ICN.
Upon completion of the previously announced initial public offering of a
minority interest in ICN's wholly owned subsidiary, Ribapharm Inc., Dr.
Guillemin will become a director of Ribapharm and resign as a director of
ICN. Mr. Hills does not beneficially own any shares of ICN common stock.
Mr. Cohen was appointed as a director of ICN on April 10, 2002.
ICN is also a party to employment agreements with its executive officers
under which executive officers may be entitled to receive compensation and
other payments upon certain events, including upon the occurrence of
specific events following a change of control of ICN. Additionally, ICN's
executive officers have options to acquire shares of ICN common stock, some
of which are unvested as of the date hereof. These options will vest upon
the occurrence of these events.