<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-27354
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Global Pharmaceutical Corporation
---------------------------------
(Name of small business issuer in its charter)
Delaware 65-0403311
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Castor & Kensington Aves., Philadelphia, PA 19124-5694
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (215) 289-2220
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
-- --
As of August 6, 1999, the number of shares outstanding of each of the
issuer's classes of common equity was 7,254,053 shares of common stock ($0.01
par value).
<PAGE>
PART I FINANCIAL INFORMATION
ITEM I FINANCIAL STATEMENTS
GLOBAL PHARMACEUTICAL CORPORATION
BALANCE SHEET
(Unaudited)
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,602 $ 1,304
Short term investments 507 0
Accounts receivable 2,583 1,088
Inventories 1,321 763
Prepaid expenses and other assets 118 51
-------- --------
Total current assets 7,131 3,206
Property, plant and equipment, net 3,890 4,054
Intangible assets, net of accumulated amortization of $ 412 and $ 294 765 883
Deferred financing costs, net 24 26
Investments 684 684
-------- --------
Total assets $ 12,494 $ 8,853
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 168 $ 161
Notes payable 764 804
Accounts payable 1,149 927
Accrued expenses 1,595 1,019
-------- --------
Total current liabilities 3,676 2,911
Long-term debt 1,876 1,967
-------- --------
5,552 4,878
-------- --------
Mandatorily redeemable preferred stock:
Series A mandatorily redeemable convertible Preferred Stock,
0 shares and 11,280 shares outstanding at June 30, 1999 and December 31,
1998, respectively; $.01 par value, redeemable at $100 per share 0 1,128
Series B mandatorily redeemable convertible Preferred Stock,
0 and 43,255 shares outstanding at June 30, 1999 and December 31,
1998, respectively; $.01 par value, redeemable at $100 per share 0 4,326
Series C mandatorily redeemable convertible Preferred Stock,
9,000 shares outstanding at June 30, 1999 and December 31,
1998, respectively; $.01 par value, redeemable at $100 per share 900 900
Series D mandatorily redeemable convertible Preferred Stock,
50,000 and 0 shares outstanding at June 30, 1999, and December 31,
1998, respectively; $.01 par value, redeemable at $100 per share 5,000 0
-------- --------
5,900 6,354
-------- --------
Stockholders' equity (deficit):
Preferred stock, $.01 par value, 2,000,000 authorized; 122,350 shares
issued and 59,000 outstanding at June 30, 1999 and 72,350 shares
issued and 63,535 shares outstanding at December 31, 1998 0 0
Common stock, $.01 par value, 17,000,000 authorized and 7,254,053
shares issued and outstanding at June 30, 1999, and 4,656,097 shares
issued and outstanding at December 31, 1998 73 47
Additional paid-in capital 25,106 20,165
Accumulated deficit (24,137) (22,591)
-------- --------
Total stockholders' equity (deficit) 1,042 (2,379)
======== ========
Total liabilities and stockholders' equity (deficit) $ 12,494 $ 8,853
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
STATEMENT OF OPERATIONS
(unaudited)
(dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 2,390 $ 1,020 $ 4,217 $ 1,918
Cost of sales 1,885 1,098 3,220 2,255
----------- ----------- ----------- -----------
Gross margin (loss) 505 (78) 997 (337)
Research and development 450 655 997 1,247
Selling expenses 233 254 546 385
General and administrative 549 400 978 789
Interest expense 46 17 94 39
Interest income (48) (36) (72) (98)
Other income -- (20) -- (424)
Other expense -- 10 -- 72
----------- ----------- ----------- -----------
Net loss $ (725) $ (1,358) $ (1,546) $ (2,347)
=========== =========== =========== ===========
Less: Imputed dividend on preferred stock $ (870) $ -- $ (1,474) $ --
----------- ----------- ----------- -----------
Net loss applicable to common stock $ (1,595) $ (1,358) $ (3,020) $ (2,347)
=========== =========== =========== ===========
Net loss per share (basic) $ (0.22) $ (0.31) $ (0.43) $ (0.54)
=========== =========== =========== ===========
Net loss per share (diluted) $ (0.22) $ (0.31) $ (0.43) $ (0.54)
=========== =========== =========== ===========
Weighted average common shares
outstanding 7,254,053 4,451,855 6,995,831 4,370,472
=========== =========== =========== ===========
</TABLE>
* The net loss per share for the three months ended June 30, 1999 includes a
preferred stock dividend of $682,500 to reflect the Series D Preferred
Stock at its liquidation value and of $188,000 representing the difference
between the conversion price of $2.00 per share and the market value of the
Common Stock on the date of the issuance of the Preferred Stock. The net
loss per share for the six months ended June 30, 1999, includes an
aggregate preferred stock dividend of $1,005,000 to reflect the Series D
Preferred Stock at its liquidation value and of $469,000 representing the
difference between the conversion price of $2.00 per share and the market
value of the Common Stock on the date of the issuance of the Preferred
Stock.
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
(dollars and shares in thousands)
<TABLE>
<CAPTION>
Common Stock Total
------------------------ Additional Stockholders'
Number of Par paid-in Accumulated equity
shares value capital deficit (deficit)
------ ----- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1997 4,287 43 19,311 (17,976) 1,378
Expenses relating to issuance of Series B Preferred
Stock -- -- (23) -- (23)
Conversion of Series A and Series B Preferred Stock 369 4 877 -- 881
Issuance of Preferred Stock (Series C) -- -- 140 -- 140
Accretion of Preferred Stock dividend (Series C) -- -- (140) -- (140)
Net loss -- -- -- (4,615) (4,615)
-------- -------- -------- -------- --------
Balances at December 31, 1998 4,656 47 20,165 (22,591) (2,379)
Conversion of Series A and Series B Preferred Stock 2,598 26 5,428 5,454
Expenses relating to issuance of Series C and Series D
Preferred Stock -- -- (255) -- (255)
Issuance of Preferred Stock (Series D) -- -- 603 -- 603
Accretion of Preferred Stock dividends (Series D) -- -- (603) -- (603)
Net loss -- -- -- (821) (821)
-------- -------- -------- -------- --------
Balances at March 31, 1999 7,254 $ 73 $ 25,338 $(23,412) $ 1,999
-------- -------- -------- -------- --------
Expenses relating to issuance of Series D Preferred
Stock -- -- (247) -- (247)
Compensation expense on stock options to directors -- -- 15 -- 15
Issuance of Preferred Stock (Series D) -- -- 870 -- 870
Accretion of Preferred Stock dividends (Series D) -- -- (870) -- (870)
Net loss -- -- -- (725) (725)
======== ======== ======== ======== ========
Balances at June 30, 1999 7,254 $ 73 $ 25,106 $(24,137) $ 1,042
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities: $(1,546) $(2,347)
Net loss
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 371 358
Expenses paid through issuance of warrants 0 10
Compensation expense on stock options to directors 15 0
Change in assets and liabilities:
(Increase) in accounts receivable (1,495) (921)
(Increase) in inventory (558) (183)
(Increase) in prepaid expenses and other assets (65) (55)
Increase (decrease) in accounts payable and accrued expenses 798 (104)
------- -------
Net cash used for operating activities (2,480) (3,242)
------- -------
Cash flows from investing activities:
Purchases of marketable securities (507) 0
Purchases of property, plant and equipment (89) (386)
------- -------
Net cash used for investing activities (596) (386)
------- -------
Cash flows from financing activities:
Repayments of long-term debt: (84) (80)
Repayments of notes: (40) 0
Issuance of stock and warrants:
Issuance of Preferred Stock, net of expense 4,498 (32)
------- -------
Net cash provided by (used for) financing activities 4,374 (112)
------- -------
Net increase (decrease) in cash and cash equivalents 1,298 (3,740)
------- -------
Cash and cash equivalents, beginning of period $ 1,304 $ 4,719
------- -------
Cash and cash equivalents, end of period $ 2,602 $ 979
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 94 $ 39
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
Six Months Ended
June 30, 1999 and June 30, 1998
Note 1: The financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations; however, the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report on Form 10-KSB.
The results of operations for the six months ended June 30, 1999, are not
necessarily indicative of the results of operations expected for the year ending
December 31, 1999.
In the opinion of management, the information contained in this report
reflects all adjustments necessary, which are of a normal recurring nature, to
present fairly the results for the interim periods presented.
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
When used in this discussion, the words "believes", "anticipates",
"expects", and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected.
The Company's business and results of operations are affected by a wide
variety of factors that could materially and adversely affect the Company and
its actual results, including, but not limited to, the ability to obtain and
maintain governmental approvals on additional products, the ability to
adequately fund its operating requirements, the impact of competitive products
and pricing, product demand and market acceptance, new product development,
reliance on key strategic alliances, the availability of raw materials and the
regulatory environment. As a result of these and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis (including, to the extent appropriate governmental approvals are
not obtained, the inability to manufacture and sell products), which could
materially and adversely affect its business, financial condition, operating
results, and stock price. An investment in the Company involves various risks,
including those referred to above and those which are detailed from time-to-time
in the Company's other filings with the Securities and Exchange Commission.
These forward-looking statements speak only as of the date hereof. The
Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
General
During the three months ended June 30, 1999, the Company has introduced to
market its first new ANDA approval, Minocycline Hcl 100mg capsule, an
antibiotic, which is the generic equivalent of Lederle's Minocin(R).
6
<PAGE>
In May 1999, the Company completed the sale of its Series D Convertible
Preferred Stock for an additional $2,000,000 (in addition to the $3 million of
Series D Convertible Preferred Stock sold in March 1999) and issued a five year
warrant to purchase 250,000 shares of common stock at an initial exercise price
equal to $4.00 per share.
On July 26, 1999, the Company entered into a definitive merger agreement
with Impax Pharmaceuticals, Inc., ("Impax") a privately held drug delivery
company located in Hayward, California. Under the terms of the agreement,
unanimously approved by the Boards of Directors of both companies, Global will
acquire all of Impax's outstanding stock in exchange for an aggregate of
31,571,274 shares of Global's common stock and preferred stock. The newly merged
entity will combine the advanced drug delivery systems developed by Impax with
Global's manufacturing, marketing and sales capabilities, while continuing to
expand the development of niche and controlled release generics and accelerating
the development of branded products. This transaction will be accounted for as
reverse acquisition under the purchase method of accounting with Impax deemed
the acquirer.
The merger is expected to be completed in the fourth quarter of 1999,
subject to approval by stockholders and regulatory agencies, and customary
closing conditions.
Results of Operations
The Company's net loss, excluding non-recurring charges of $870,000 related
to imputed stock dividends on the Company's Series D Convertible Preferred Stock
for the three months ended June 30, 1999, was $725,000, compared to a net loss
of $1,358,000 in the same period in 1998. The decrease in the net loss was due
primarily to increased revenues and lower unabsorbed manufacturing overhead.
The net sales for the three months ended June 30, 1999 were $2,390,000,
compared to $1,020,000, in the three months ended June 30, 1998. The increase in
net sales in 1999 was due primarily to an increase in the number of products and
customers as compared to the same period in 1998.
The cost of sales of $1,885,000 for the three months ended June 30, 1999
had associated cost of goods sold of $1,370,000 and an unabsorbed manufacturing
overhead of $515,000 representing the under capacity utilization of the plant
and infrastructure. For the three months ended June 30, 1998, the cost of sales
of $1,098,000 had associated cost of goods sold of $461,000 and an unabsorbed
manufacturing overhead of $637,000.
The gross margin for the three months ended June 30, 1999 was $505,000
compared to a gross margin loss of ($78,000) in the three months ended June 30,
1998, due primarily to higher sales and higher absorption of manufacturing
overhead by the increased production.
The research and development costs for the three months ended June 30, 1999
were $450,000 compared to $655,000 in the three months ended June 30, 1998. The
second quarter of 1998 included a payment of $100,000 for development costs to
Eurand America.
The selling expenses for the three months ended June 30, 1999 were $233,000
as compared to $254,000 for the three months ended June 30, 1998.
The general and administrative expenses were $549,000 for the three months
ended June 30, 1999 compared to $400,000 for the same period in 1998. The
increase of $149,000 over 1998 was due primarily to merger-related expenses in
connection with the proposed merger with Impax Pharmaceuticals, Inc.
The interest expense of $46,000 for the three months ended June 30, 1999
was $29,000 higher than the interest expense of $17,000 in the comparable period
in 1998, due to increased levels of borrowings, primarily for working capital
purposes.
7
<PAGE>
The interest income was $48,000 for the three months ended June 30,
1999 compared to $36,000 in the same period of 1998 due to an increase in
investments in cash equivalents resulting from the proceeds from the sale of
Series D Convertible Preferred Stock.
The other income was zero for the three months ended June 30, 1999 compared
to $20,000 for the three months ended June 30, 1998; there was no U.S.
Ranitidine profit distribution from Genpharm, Inc. ("Genpharm") in the second
quarter of 1999.
The Company's net loss, excluding non-recurring charges of $1,474,000
related to imputed stock dividends on the Company's Series D Convertible
Preferred Stock for the six months ended June 30, 1999, was $1,546,000 as
compared to a net loss of $2,347,000 in the same period in 1998. The decrease in
the net loss was due primarily to increased revenues and lower unabsorbed
manufacturing overhead.
The net sales for the six months ended June 30, 1999, were $4,217,000
compared to $1,918,000 in the comparable period in 1998. The increase in net
sales in 1999 was due primarily to an increase in the number of products and
customers as compared to the same period in 1998.
The cost of sales of $3,220,000 for the six months ended June 30, 1999 had
associated cost of goods sold of $2,236,000 and an unabsorbed manufacturing
overhead of $984,000 representing the under capacity utilization of the plant
and infrastructure. For the six months ended June 30, 1998, the cost of sales of
$2,255,000 had associated cost of goods sold at $912,000 and an unabsorbed
manufacturing overhead of $1,343,000.
The gross margin for the six months ended June 30, 1999, was $997,000
compared to a gross margin loss of ($337,000) in the six months ended June 30,
1998, due primarily to higher sales and higher absorption of manufacturing
overhead by the increased production.
The research and development costs for the six months ended June 30, 1999
were $997,000 compared to $1,247,000 in the six months ended June 30, 1998. The
six months ended June 30, 1999 included payments of $200,000 for development
costs to Eurand America.
The selling expenses for the six months ended June 30, 1999, were $546,000
compared to $385,000 for the six months ended June 30, 1998. The increase in
selling expenses in 1999 was due primarily to additional personnel, advertising,
travel and freight as compared to the same period in 1998.
The general and administrative expenses were $978,000 for the six months
ended June 30, 1999, compared to $789,000 for the same period in 1998. The
increase of $189,000 over 1998 was due primarily to merger-related expenses in
connection with the proposed merger with Impax Pharmaceuticals, Inc.
The interest expense was $94,000 for the six months ended June 30, 1999,
compared to $39,000 for the same period of 1998, due to increased levels of
borrowings, primarily for working capital purposes.
The interest income was $72,000 for the six months ended June 30, 1999
compared to $98,000 in the same period of 1998 due primarily to a decrease in
investments in cash equivalents in the first quarter of 1999.
The other income was zero for the six months ended June 30, 1999, compared
to $424,000 for the six months ended June 30, 1998, which included payments of
$417,000 for the U.S. Ranitidine profit distribution from Genpharm. There were
no U.S. Ranitidine profit distributions from Genpharm in 1999.
The other expense was zero for the six months ended June 30, 1999, compared
to $72,000 for the six months ended June 30, 1998, representing amounts due to a
sales organization for a one-time profit sharing arrangement for the
distribution of one of the Company's products.
8
<PAGE>
Liquidity and Capital Resources
In July 1997, the Company received a $758,000 loan from Pennsylvania
Industrial Development Authority ("PIDA") bearing annual interest of 3.75% for
15 years and a $350,000 loan from the Delaware River Port Authority ("DRPA") via
the Philadelphia Industrial Development Corporation ("PIDC") bearing annual
interest of 5.00% for 10 years. These loans are secured by land, building and
building improvements. A portion of the loans funded capital projects, with the
remaining proceeds invested in interest bearing certificates of deposit owned by
the Company and pledged as additional collateral.
The Company completed an initial closing of approximately $1.2 million of
its Series A Convertible Preferred Stock in August 1997, and a subsequent
closing of $150,000 in September 1997. In addition, the Company completed the
closing of $5 million of its Series B Convertible Preferred Stock in December
1997. The Company used approximately $6.1 million of the proceeds from these
offerings for working capital purposes. As of March 2, 1999, all the shares of
Series A and Series B Preferred Stock were converted to common stock.
In July 1998, the Company entered into a revolving credit facility with
General Electric Capital Corporation ("GECC"), providing financing to the
Company of up to $5 million based on levels of accounts receivable and
inventory. Amounts borrowed under the credit facility bear interest, payable
monthly, at the Index Rate plus 4% per annum. The Index Rate is the latest rate
for 30-day dealer placed commercial paper published in the "Money Rates" section
of The Wall Street Journal. The Company also pays a fee of .125% per annum on
the unused available portion of the credit line. At June 30, 1999 the Company
had outstanding borrowings of $764,000 with additional availability of
approximately $1,600,000.
In November 1998, the Company issued 9,000 shares of Series C Convertible
Preferred Stock and a five year warrant to purchase 225,000 shares of common
stock at an initial exercise price equal to $4.00 per share, for proceeds of
$900,000. The proceeds were used for working capital purposes.
In the first half of 1999, the Company issued 50,000 shares of Series D
Convertible Preferred Stock and a five year warrant to purchase 625,000 shares
of common stock at an initial exercise price equal to $4.00 per share for
aggregate proceeds of $5,000,000. The proceeds of this private placement are
being used for research and development efforts, working capital and general
corporate needs.
The Year 2000 Issue
The Company's computer system and programs were designed in recent years
and concerns related to the Year 2000 issue were addressed at the time the
decision to purchase the system was made. During 1998, management initiated a
program to prepare the Company's computer systems, applications and other
equipment that may employ date sensitive embedded chips for the Year 2000. The
Company has been advised by its hardware and software vendors that all databases
used by current systems are Year 2000 compliant. The Company completed an
inventory of all computer hardware and software applications and successfully
tested their Year 2000 compliance. The Company is in the process of addressing
the Year 2000 issues with customers, suppliers, service providers and other
constituents, which is expected to be completed shortly. The Company will
continue to review the information received in response to these inquiries and
to determine the need and extent of contingency planning. During the three
months ending June 30, 1999, the Company contracted with an outside firm
regarding contingency support for its computer hardware system and expects to
complete the remaining areas of its contingency planning by October 31, 1999. At
this time, the Company does not believe that the Year 2000 issue represents a
material event or uncertainty or that the cost of addressing the Year 2000 issue
is material to the Company's business, operations or financial condition.
9
<PAGE>
Risk of the Company's Year 2000 Issues
Achieving Year 2000 compliance is dependent on many factors, some of which
are not completely within the Company's control. There can be no assurance that
the Company will be able to identify all aspects of its business that are
subject to Year 2000 problems of customers or suppliers that affect the
Company's business. There also can be no assurance that the Company's software
vendors are correct in their assertions that the software is Year 2000
compliant, or that the Company's estimate of the costs of systems preparation
for Year 2000 compliance will prove ultimately to be accurate. Should either the
Company's internal systems or internal systems of one or more significant
suppliers or customers fail to achieve Year 2000 compliance, or the Company's
estimate of the costs of becoming Year 2000 compliant prove to be materially
inaccurate, the Company's business and its results of operations could be
adversely affected.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings: None Applicable.
Item 2. Changes in securities:
In March 1999, the Company sold, in a private placement, 30,000 shares
of its Series D Convertible Preferred Stock ("Preferred Stock") and
five year warrants to purchase an aggregate of 375,000 shares of common
stock at an initial exercise price equal to $4.00 per share to certain
"accredited investors," as such term is defined in Rule 501 (a) under
the Securities Act of 1933, as amended (the "Act"), for an aggregate
consideration of $3,000,000. After the Company's stockholders
authorized additional shares of common stock in May 1999, the Company
sold an additional $2,000,000 of Series D Convertible Preferred Stock
and five year warrants to purchase an aggregate of 250,000 shares of
common stock at an initial exercise price equal to $4.00 per share.
Brean Murray and Co., Inc. served as the placement agent for the
private placement and Brean Murray and one of its officers received
warrants to purchase an aggregate of 150,000 shares of the Company's
common stock. The Preferred Stock is convertible at the option of each
holder into 50 shares of the Company's common stock, subject to certain
anti-dilution protection adjustments. The Company relied upon the
exemption afforded by Section 4(2) of, and Regulation D promulgated
under, the Act in connection with the sale of the Preferred Stock.
Item 3. Defaults Upon Senior Securities: None Applicable
Item 4. Submission of Matters to a Vote of Security Holders:
At the Company's Annual Meeting of Stockholders held on May 12, 1999, the
following actions were approved, by the votes indicated:
10
<PAGE>
1. Ten directors were elected:
Robert L. Burr 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
Philip R. Chapman 3,706,178 For 101,550 Against/Withheld 0 Abstaining
--------- ------- ---
Barry R. Edwards 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
David J. Edwards 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
Gary Escandon 3,797,678 For 10,050 Against/Withheld 0 Abstaining
--------- ------- ---
George F. Keane 3,797,678 For 10,050 Against/Withheld 0 Abstaining
--------- ------- ---
Michael Markbreiter 3,706,178 For 101,550 Against/Withheld 0 Abstaining
--------- ------- ---
Max L. Mendelsohn 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
John W. Rowe, M.D 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
Udi Toledano 3,806,178 For 1,550 Against/Withheld 0 Abstaining
--------- ------- ---
1. The Company's 1995 Stock Incentive Plan was amended to increase the number
of shares of Common Stock issuable thereunder and to approve amendments
regarding stock options to certain non-employee directors;
3,768,408 For 39,220 Against/Withheld 100 Abstaining.
--------- ------ ---
2. Approved a proposal to amend the Certificate of Incorporation to increase
the number of authorized shares;
3,767,508 For 38,797 Against/Withheld 1,423 Abstaining.
--------- ------ -----
3. The appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for the fiscal year ending December 31, 1999 was ratified;
3,804,178 For 3,000 Against/Withheld 550 Abstaining.
--------- ----- ---
Item 5. Other Information: None Applicable
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
3-11 Agreement and Plan of Merger dated as of July 26, 1999, by
and between Global Pharmaceutical Corporation and Impax
Pharmaceuticals, Inc.
27. Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K filed on August 2, 1999 regarding the announced
execution of the Agreement and Plan of Merger, dated as of July
26, 1999, by and between Global Pharmaceutical Corporation and
Impax Pharmaceuticals, Inc.
11
<PAGE>
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 thereunto duly authorized.
GLOBAL PHARMACEUTICAL CORPORATION
By: /s/ BARRY R. EDWARDS
-----------------------------------------
President and Chief Executive Officer (Principal Executive
Officer)
By: /s/ CORNEL C. SPIEGLER
-----------------------------------------
Chief Financial Officer, (Principal Financial
Vice President--Administration and Accounting
Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET (UNAUDITED) AND THE CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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5,900
0
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