SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCHERING-PLOUGH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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New Jersey 22-1918501
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) securities pursuant to
of the Exchange Act and is Section 12(g) of the
effective pursuant to General Exchange Act and is effective
Instruction A.(c), check the pursuant to General Instruction
following box. [X] A.(d), check the
following box. [ ]
Securities Act registration statement file number to which this form relates:
333-113222
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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6.00% Mandatory Convertible New York Stock Exchange
Preferred Stock, par value $1.00
per share, liquidation preference
$50.00 per share
Securities to be registered pursuant to Section 12(g) of the Act: NONE.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Schering-Plough Corporation (the "Registrant") registers hereunder its
6.00% Mandatory Convertible Preferred Stock (the "Mandatory Convertible
Preferred Stock"). A general description of the Registrant's preferred shares,
par value $1.00 per share, may be found under the heading "Description of
Capital Stock - Preferred Shares" beginning on page 21 of the prospectus forming
part of the Registrant's Amendment No. 1 to the Registration Statement on Form
S-3 (Registration No. 333-113222), filed with the Securities and Exchange
Commission (the "Commission") and declared effective on May 11, 2004. In
addition, a detailed description of the Mandatory Convertible Preferred Stock
may be found under the heading "Description of Mandatory Convertible Preferred
Stock" beginning on page S-24 of the prospectus supplement dated August 4, 2004
(Registration No. 333-113222), which description is hereby incorporated herein
by reference and made part of this registration statement in its entirety.
The Registrant plans to list these shares on the New York Stock Exchange
under the symbol "SGP PrM".
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
3.1 Certificate of Incorporation of Schering-Plough Corporation, as
amended and currently in effect (incorporated by reference to (1)
Exhibit 3(i) to the Registrant's Quarterly Report for the period
ended June 30, 1995 on Form 10-Q; (2) Exhibit 3 to the Registrant's
Quarterly Report for the period ended June 30, 1997 on Form 10-Q;
(3) Exhibit 3(a) to the Registrant's Quarterly Report for the period
ended March 31, 1999 on Form 10-Q; and (4) Exhibit 3(i) to the
Registrant's Quarterly Report for the period ended June 30, 2004 on
Form 10-Q, File No. 1-6571).
3.2 By-Laws, as amended and currently in effect (incorporated by
reference to (1) Exhibit 4(2) to the Registrant's Registration
Statement on Form S-3, File No. 333-853; (2) Exhibit 4 to the
Registrant's Quarterly Report for the period ended September 30,
1998 on Form 10-Q; (3) Exhibit 4 to the Registrant's Quarterly
Report for the period ended March 31, 2001 on Form 10-Q; and (4)
Exhibit 3(b) to the Registrant's Annual Report for 2001 on Form
10-K, File No. 1-6571).
4.1 Certificate of Amendment to the Registrant's Certificate of
Incorporation for 6.00% Mandatory Convertible Preferred Stock.
99(A) Prospectus Supplement, dated August 4, 2004, is incorporated herein
by reference to the Registrant's filing under Rule 424(b) with the
Commission on August 5, 2004 (Registration No. 333-113222).
99(B) Registration Statement on Form S-3 (Registration No. 333-113222), as
amended by Amendment No. 1 to the Registration Statement on Form
S-3, filed with the Commission and declared effective on May 11,
2004, is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SCHERING-PLOUGH CORPORATION
Date: August 5, 2004 By: /s/ Susan Ellen Wolf
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Name: Susan Ellen Wolf
Title: Secretary, Associate General
Counsel and Staff Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Certificate of Incorporation of Schering-Plough Corporation, as
amended and currently in effect (incorporated by reference to (1)
Exhibit 3(i) to the Registrant's Quarterly Report for the period
ended June 30, 1995 on Form 10-Q; (2) Exhibit 3 to the Registrant's
Quarterly Report for the period ended June 30, 1997 on Form 10-Q;
(3) Exhibit 3(a) to the Registrant's Quarterly Report for the period
ended March 31, 1999 on Form 10-Q; and (4) Exhibit 3(i) to the
Registrant's Quarterly Report for the period ended June 30, 2004 on
Form 10-Q, File No. 1-6571).
3.2 By-Laws, as amended and currently in effect (incorporated by
reference to (1) Exhibit 4(2) to the Registrant's Registration
Statement on Form S-3, File No. 333-853; (2) Exhibit 4 to the
Registrant's Quarterly Report for the period ended September 30,
1998 on Form 10-Q; (3) Exhibit 4 to the Registrant's Quarterly
Report for the period ended March 31, 2001 on Form 10-Q; and (4)
Exhibit 3(b) to the Registrant's Annual Report for 2001 on Form
10-K, File No. 1-6571).
4.1 Certificate of Amendment to the Registrant's Certificate of
Incorporation for 6.00% Mandatory Convertible Preferred Stock.
99(A) Prospectus Supplement, dated August 4, 2004, is incorporated herein
by reference to the Registrant's filing under Rule 424(b) with the
Commission on August 5, 2004 (Registration No. 333-113222).
99(B) Registration Statement on Form S-3 (Registration No. 333-113222), as
amended by Amendment No. 1 to the Registration Statement on Form
S-3, filed with the Commission and declared effective on May 11,
2004, is incorporated herein by reference.