SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 10, 2004
Date of Report (Date of Earliest Event Reported)
SCHERING-PLOUGH CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
1-6571
(Commission File Number)
22-1918501
(IRS Employer
Identification Number)
2000 GALLOPING HILL ROAD KENILWORTH, NJ 07033
(Address of principal executive offices, including Zip Code)
(908) 298-4000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On August 10, 2004, Schering-Plough Corporation completed the issuance of
28,750,000 shares of its 6.00% Mandatory Convertible Preferred Stock (which
included 3,750,000 shares issued in connection with the exercise by the
underwriters of their option to purchase additional shares) through an
underwritten registered public offering. The offering of the 6.00% Mandatory
Convertible Preferred Stock was made pursuant to Schering-Plough Corporation's
Registration Statement on Form S-3, as amended (File No. 333-113222) (the
"Registration Statement"). Schering-Plough Corporation has filed a Prospectus
Supplement pursuant to Rule 424(b)(5) under the Securities Act of 1933
relating to such offering.
Schering-Plough Corporation is filing the underwriting agreement entered
into among Schering-Plough Corporation and Goldman, Sachs & Co., Banc of America
Securities LLC and Citigroup Global Markets Inc. (as representatives of the
underwriters named therein), dated August 4, 2004, an opinion of counsel
relating to the 6.00% Mandatory Convertible Preferred Stock, and the Certificate
of Amendment to Schering-Plough Corporation's Certificate of Incorporation for
the 6.00% Mandatory Convertible Preferred Stock pursuant to this Form 8-K for
incorporation by reference into the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed with this Current Report:
1 Underwriting Agreement, dated August 4, 2004, among Schering-Plough
Corporation and Goldman, Sachs & Co., Banc of America Securities LLC and
Citigroup Global Markets Inc. (as representatives of the several underwriters
named therein).
4 Certificate of Amendment to Schering-Plough Corporation's Certificate of
Incorporation for the 6.00% Mandatory Convertible Preferred Stock (incorporated
by reference to Exhibit 4.1 to Schering-Plough Corporation's Form 8-A12b filed
August 6, 2004).
5 Opinion of Lowenstein Sandler PC.
23 Consent of Lowenstein Sandler PC (included in Exhibit 5).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCHERING-PLOUGH CORPORATION
By: /s/ Douglas J. Gingerella
--------------------------
Douglas J. Gingerella
Vice President and Controller
Date: August 10, 2004
Exhibit Index
The following exhibits are filed with this Current Report:
1 Underwriting Agreement, dated August 4, 2004, among Schering-Plough
Corporation and Goldman, Sachs & Co., Banc of America Securities LLC and
Citigroup Global Markets Inc. (as representatives of the several underwriters
named therein).
4 Certificate of Amendment to Schering-Plough Corporation's Certificate of
Incorporation for the 6.00% Mandatory Convertible Preferred Stock (incorporated
by reference to Exhibit 4.1 to Schering-Plough Corporation's Form 8-A12b filed
August 6, 2004).
5 Opinion of Lowenstein Sandler PC.
23 Consent of Lowenstein Sandler PC (included in Exhibit 5).