<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
GLOBAL PHARMACEUTICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0403311
(State or Other Jurisdiction of (I.R.S. Employer Identification
of Incorporation or Organization) Number)
Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
(Address of Principal Executive Offices) (Zip Code)
GLOBAL PHARMACEUTICAL CORPORATION 1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MAX L. MENDELSOHN
GLOBAL PHARMACEUTICAL CORPORATION
Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent for Service: (215) 289-2220
----------
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
SHELDON G. NUSSBAUM, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount Of
Registered Registered(1) Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 200,000 shares $3.25 $650,000 $191.75
value
====================================================================================================================================
</TABLE>
(1) Represents the number of additional shares of Common Stock that may be
purchased upon exercise of options granted under the Global Pharmaceutical
Corporation 1995 Stock Incentive Plan.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq SmallCap Market on June 26,
1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information called for in Part I of Form
S-8 will be sent or given to individuals awarded options under the Global
Pharmaceutical Corporation 1995 Stock Incentive Plan adopted by Global
Pharmaceutical Corporation and is not being filed with or included in this Form
S-8 in accordance with the rules and regulations of the Securities and Exchange
Commission.
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statements on Form S-8 (Registration
No. 333-41595) of Global Pharmaceutical Corporation, as filed with the
Securities and Exchange Commission on December 5, 1997, are incorporated herein
by reference.
II-1
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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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, State of Pennsylvania on the 30th
day of June, 1998.
GLOBAL PHARMACEUTICAL
CORPORATION
By: /s/ Max L. Mendelsohn
-------------------------
Max L. Mendelsohn
President and
Chief Executive Officer
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Max L. Mendelsohn and Cornel C.
Spiegler, or either of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Max L. Mendelsohn President, Chief Executive June 30, 1998
- --------------------------- Officer (Principal Executive
Max L. Mendelsohn Officer) and Director
II-2
<PAGE>
/s/ Cornel C. Spiegler Vice President -- Administration June 30, 1998
- --------------------------- and Chief Financial Officer
Cornel C. Spiegler (Principal Financial Officer
and Principal Accounting Officer)
/s/ Philip R. Chapman Director June 30, 1998
- ---------------------------
Philip R. Chapman
/s/ Gary Escandon Director June 30, 1998
- ---------------------------
Gary Escandon
/s/ George F. Keane Director June 30, 1998
- ---------------------------
George F. Keane
/s/ John W. Rowe, M.D. Director June 30, 1998
- ---------------------------
John W. Rowe, M.D.
/s/ Udi Toledano Director June 30, 1998
- ---------------------------
Udi Toledano
/s/ Michael Markbreiter Director June 30, 1998
- ---------------------------
Michael Markbreiter
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4.1* -- Global Pharmaceutical Corporation 1995 Stock Incentive Plan, as
amended.
4.2* -- Form of Incentive Stock Option Agreement.
4.3 -- Amendments to Global Pharmaceutical Corporation 1995 Stock
Incentive Plan.
5 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included
in Exhibit 5).
24 -- Power of Attorney (included in signature page).
- ---------------------
* Incorporated by reference from the Registration Statement on Form S-8
(No. 333-41595) of Global Pharmaceutical Corporation, previously filed
with the Securities and Exchange Commission on December 5, 1997.
<PAGE>
EXHIBIT 4.3
Section 1 of the 1995 Stock Incentive Plan is amended to read in its entirety as
follows:
"The purpose of this plan (the "Plan") is to secure for Global
Pharmaceutical Corporation (the "Company"), and its stockholders, the
benefits arising from the ownership of stock options by directors,
consultants and key employees (including, without limitation, officers
of the Company or Subsidiaries (as defined in Section 18 hereof) who
are expected to contribute to the Company's future growth and
success."
Paragraph (a) of Section 2 of the 1995 Stock Incentive Plan is amended to read
in its entirety as follows:
"(a) Types of Awards. Under the Plan, the Company may in its sole
discretion grant, with respect to the Company's common stock, par value
$.01 per share ("Common Stock"), to key employees and consultants
(together, the "Key Employees"), as authorized by action of the Board of
Directors of the Company (or a committee designated by the Board of
Directors), and the Company shall, subject to the terms and conditions
hereof, grant to each director of the Company who is not an employee and
who was not a director on or before September 1, 1995 (an "Eligible
Director") and to each director of the Company who is not an employee and
who was a director on or before September 1, 1995 (a "Pre-IPO Director"),
Options in accordance with the formula set forth in Section 7 hereof. As
used in the Plan, an "Award" shall mean an Option and an "Award Owner"
shall mean the owner of an Option. Options granted pursuant to the Plan to
Key Employees may be either incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or non-statutory options
("Non-Statutory Stock Options"), which are not intended to or do not meet
the requirements of Code Section 422. Options granted to Eligible Directors
and Pre-IPO Directors pursuant to the Plan shall be only Non-Statutory
Stock Options."
The first sentence of Section 4 of the 1995 Stock Incentive Plan is amended to
read in its entirety as follows:
"Subject to adjustment as provided in Sections 13 and 14 below, the maximum
number of shares of Common Stock of the Company that may be issued and sold
pursuant to Options granted under the Plan is 750,000 shares in the
aggregate (one share per Option)."
<PAGE>
Paragraph (e) of Section 6 of the 1995 Stock Incentive Plan is amended by adding
the following sentence as the last sentence in the paragraph:
"Notwithstanding the foregoing, an award issued to a consultant to the
Company may be exercised as specifically set forth in such award."
Paragraph (a) of Section 7 of the 1995 Stock Incentive Plan is restated to read
in its entirety as follows:
"(a) Non-discretionary Grants. Notwithstanding anything to the contrary
contained in this Plan, Eligible Directors shall be granted Options
("Director Options") as follows: (i) immediately prior to the initial
public offering of shares of Common Stock, each Eligible Director shall be
granted 30,000 Director Options to purchase 30,000 shares of Common Stock
in the aggregate, subject to vesting as provided in Section 7(d) below,
(ii) on the first business day following the annual meeting of shareholders
of the Company to elect directors in 1996, and thereafter on the first
business day following each successive annual meeting of shareholders, so
long as Director Options remain available for grant, each person who is
elected as a director at that meeting and is an Eligible Director, and each
person who continues to serve as a director after that meeting, and is an
Eligible Director, shall be granted 10,000 Director Options to purchase
10,000 shares of Common Stock in the aggregate, subject to vesting as
provided in Section 7(d) below, and (iii) on the first business day
following the annual meeting of shareholders to elect directors in 1998,
and thereafter on the first business day following each successive annual
meeting of shareholders, so long as Director Options remain available for
grant, each Pre-IPO Director who continues to serve as a director after
that meeting shall be granted 5,000 Director Options to purchase 5,000
shares of Common Stock in the aggregate, subject to vesting as provided in
Section 7(d) below. Notwithstanding the foregoing, each person who is
elected as a director at any time after the date of the annual meeting of
stockholders and is an Eligible Director shall be granted, on the effective
date of such election, 10,000 Director Options to purchase 10,000 shares of
Common Stock in the aggregate, subject to vesting as provided in Section
7(d) below, so long as Director Options remain available for grant. Such
Director Options shall be granted in lieu of the Director Options which
would otherwise be granted to such Eligible Director on the first business
day following the next annual meeting of the stockholders pursuant to the
first sentence of this Section 7(a)."
The first sentence of Section 15 of the 1995 Stock Incentive Plan is amended to
read in its entirety as follows:
"Nothing contained in the Plan or in any Award granted under the Plan shall
confer upon any Award Owner any right with respect to the continuation of
his or her employment or consultancy, as applicable, by the Company (or any
Subsidiary) or interfere in any way with the right of the Company (or any
Subsidiary), subject to the terms of any
<PAGE>
separate employment or consulting agreement to the contrary, at any time to
terminate such employment or consultancy, as applicable, or to increase or
decrease the compensation of the Award Owner from the rate in existence at
the time of the grant of an Award."
The 1995 Stock Incentive Plan is further amended by replacing all occurrences of
the phrase "Eligible Director" appearing in the 1995 Stock Incentive Plan and
the exhibits thereto with the phrases "Eligible Director and Pre-IPO Director"
or "Eligible Director or Pre-IPO Director" as context shall reasonably dictate.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF FULBRIGHT & JAWORSKI]
June 30, 1998
Global Pharmaceutical Corporation
Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
Dear Sir or Madam:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Global Pharmaceutical Corporation, a Delaware corporation (the "Company"),
relating to 200,000 shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), to be issued under the Global Pharmaceutical Corporation 1995
Stock Incentive Plan, as amended (the "Plan").
As counsel to the Company, we have examined such corporate
records, other documents and such questions of law as we have deemed necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plan and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 9, 1998, appearing on page
F-2 of Global Pharmaceutical Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1997.
PRICE WATERHOUSE LLP
Philadelphia, PA
June 25, 1998
