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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Global Pharmaceutical Corporation
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 378922108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter J. Cobos c/o Kingdon Capital Management Corporation,
152 West 57th Street, New York, New York 10019, (212) 333-0100
(Date of Event which Requires Filing of this Statement)
November 26, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 378922108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Capital Management Corporation #13-3158796
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
40,000 Shares of Class B Preferred (convertible into
1,454,545 shares of Common Stock)
8. Shared Voting Power:
9. Sole Dispositive Power:
40,000 Shares of Class B Preferred (convertible into
1,454,545 shares of Common Stock)
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
40,000 Shares of Class B Preferred (convertible into
1,454,545 shares of Common Stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
25.3%
14. Type of Reporting Person
CO
Item 1. Security and Issuer.
This statement relates to shares of common stock, par
value $.01 per share (the "Common Stock") of Global
Pharmaceutical Corporation ("GLPC"). GLPC's principal
executive office is located at Castor & Kensington
Avenues, Philadelphia, Pennsylvania 19124.
Item 2. Identity and Background.
This statement is being filed on behalf of Kingdon
Capital Management Corporation ("KCMC"), a Delaware
corporation. KCMC's principal business is to act as an
investment adviser; its principal office is at 152 West
57th Street, New York, New York 10019.
Mr. Mark Kingdon is the sole shareholder, director and
executive officer of KCMC. Mr. Kingdon has not, during
the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Mr. Kingdon has not, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Mr. Kingdon is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, KCMC is deemed to beneficially
own 40,000 Shares of Class B Preferred (convertible into
1,454,545 shares of Common Stock). All 40,000 Shares of
Class B Preferred are held by entities and managed
accounts over which KCMC has investment discretion. The
40,000 shares of Class B Preferred were purchased in a
private placement at an aggregate cost of $4,000,000.
The funds for the purchase of the Common Stock held in
the entities and managed accounts over which KCMC has
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investment discretion have come from each entity's or
account's own funds. No leverage was used to purchase
any shares.
Item 4. Purpose of Transactions.
The shares of Common Stock deemed to be beneficially
owned by KCMC were acquired for, and are being held for,
investment purposes.
KCMC has no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of
the instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 40,000 Shares of Class B Preferred
(convertible into 1,454,545 shares of Common Stock).
Based on GLPC's Form 10-Q filed on November 12, 1997, as
of October 31, 1997 there were 4,286,871 shares of
Common Stock outstanding. Assuming conversion of the
40,000 shares of Class B Preferred deemed to
beneficially owned by KCMC into Common Stock, KCMC is
therefore deemed to beneficially own 25.3% of the
outstanding shares of Common Stock. KCMC has the sole
power to vote, direct the vote, dispose of or direct the
disposition of all the shares of Class B Preferred that
it is currently deemed to beneficially own. The purpose
of this filing is to show that KCMC is deemed to have
become the beneficial owner of more than 5% of GLPC's
common shares outstanding.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
KCMC has no contract, arrangement, understanding or
relationship with any person with respect to the Common
Stock.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by
KCMC since 60 days prior to November 26, 1997.
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Signature
The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies that the
information set forth in this statement is true,
complete and correct.
Date
March 18, 1998
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Class B Preferred
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
11/26/97 40,000* $100
- -------
* The 40,000 Shares of Class B Preferred are convertible into
1,454,545 shares of Common Stock.
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48400002.AL7
