U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 0-27354
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Impax Laboratories, Inc.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 65-0403311
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30831 Huntwood Ave., Hayward California 94544
---------------------------------------------
(Address of principal executive offices)
Issuer's telephone number (215) 289-2220
Not Applicable
-----------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report.)
As of July 26, 2000, the number of shares outstanding of each of the
issuer's classes of common equity was 25,004,968 shares of common stock ($0.01
par value).
Transitional Small Business Disclosure Format (Check One) Yes _ No X
--- ---
<PAGE>
PART I FINANCIAL INFORMATION
ITEM I FINANCIAL STATEMENTS
IMPAX LABORATORIES, INC.
BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,879 $ 7,413
Short-term investments 5,815 -
Accounts receivable, net 3,242 3,973
Inventories 5,612 2,022
Prepaid expenses and other assets 944 256
-------- --------
Total current assets 22,492 13,664
Property, plant and equipment, net 9,701 8,128
Investments and other assets 663 663
Goodwill and intangibles, net 36,778 39,250
-------- --------
Total assets $ 69,634 $ 61,705
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 472 $ 472
Accounts payable 4,158 2,390
Notes payable 2,389 1,853
Accrued expenses 2,543 2,702
-------- --------
Total current liabilities 9,562 7,417
Long-term debt 1,405 1,490
Accrued compensation 520 520
-------- --------
11,487 9,427
-------- --------
Mandatorily redeemable convertible Preferred Stock:
Series 1 mandatorily redeemable convertible Preferred Stock,
$0.01 par value, 220,000 shares outstanding, at June 30, 2000, and
at December 31, 1999, redeemable at $100 per share, respectively. 22,000 22,000
Series 2 mandatorily redeemable convertible Preferred Stock,
$0.01 par value, 150,000 shares outstanding, at June 30, 2000
redeemable at $100 per share. 15,000 -
-------- --------
37,000 22,000
-------- --------
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 authorized and 24,958,623
and 24,807,147 shares issued and outstanding at June 30, 2000 and
at December 31, 1999, respectively. 249 248
Additional paid in capital 51,915 51,730
Unearned compensation (1,248) (1,470)
Accumulated deficit (29,769) (20,230)
-------- --------
Total stockholders' equity 21,147 30,278
-------- --------
Total liabilities and stockholders' equity $ 69,634 $ 61,705
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
IMPAX LABORATORIES, INC.
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,
--------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net sales $ 2,908 $ - $ 5,426 $ -
Cost of sales 2,586 - 4,559 -
----------- ---------- ----------- ----------
Gross margin 322 - 867 -
Research and development 2,995 2,026 5,603 3,303
Selling expenses 329 - 660 -
General and administrative* 2,484 392 4,516 540
Other operating income, net 143 - 154 -
----------- ---------- ----------- ----------
Net loss from operations (5,343) (2,418) (9,758) (3,843)
Interest income, net 196 78 219 215
----------- ---------- ----------- ----------
Net loss $ (5,147) $ (2,340) $ (9,539) $ (3,628)
=========== ========== =========== ==========
Net loss per share (basic and diluted) $ (0.21) $ (0.33) $ (0.38) $ (0.51)
=========== ========== =========== ==========
Weighted average common shares
outstanding 24,900,197 7,163,170 24,854,535 7,163,170
=========== ========== =========== ==========
</TABLE>
----------------------
* Includes amortization of intangibles and goodwill of $1,236K in the quarter
ended June 30, 2000 and $2,472K in the six months ended June 30, 2000.
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
IMPAX LABORATORIES, INC.
STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (9,539) $ (3,628)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 3,083 328
Accretion on short-term investments - (63)
Non-cash compensation charge (warrants and options) 222 90
Change in assets and liabilities:
Accounts receivable 731 -
Inventory (3,590) -
Prepaid expenses and other assets (688) (319)
Accounts payable and accrued expenses 1,609 (602)
-------- --------
Net cash used for operating activities (8,172) (4,194)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (2,184) (208)
Purchases of short-term investments (7,789) (9,010)
Sales and maturities of short-term investments 1,974 1,011
-------- --------
Net cash used for investing activities (7,999) (8,207)
-------- --------
Cash flows from financing activities:
Notes payable borrowings: 536 -
Repayment of long-term debt (85) -
Proceeds from issuance of Series 2 Preferred Stock (net of expenses) 14,933 -
Proceeds from issuance of Series D Preferred Stock - 12,700
Proceeds from issuance of Common Stock (upon exercise of Stock Options) 253 -
Repayments of advances from stockholders - (80)
-------- --------
Net cash provided by financing activities 15,637 12,620
-------- --------
Net increase (decrease) in cash and cash equivalents (534) 219
Cash and cash equivalents, beginning of year $ 7,413 $ 370
-------- --------
Cash and cash equivalents, end of period $ 6,879 $ 589
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
IMPAX LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
Six Months Ended
June 30, 2000 and June 30, 1999
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, 2000, are not
necessarily indicative of the results of operations expected for the year ending
December 31, 2000.
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.
Note: 2: Pursuant to the terms of the Agreement and Plan of Merger (the
"Merger Agreement"), by and between Global Pharmaceutical Corporation ("Global")
and Impax Pharmaceuticals, Inc., on December 14, 1999, Global acquired all of
the outstanding common stock of Impax Pharmaceuticals, Inc., with Impax
Pharmaceuticals, Inc. stockholders receiving 3.3358 shares of Global common
stock for each share of Impax Pharmaceuticals, Inc. common stock. For accounting
purposes, however, the acquisition has been treated as the re-capitalization of
Impax Pharmaceuticals, Inc., with Impax Pharmaceuticals, Inc. deemed the
acquirer of Global in a reverse acquisition. Therefore, the historical equity of
the company has been adjusted to reflect the conversion of Impax
Pharmaceuticals, Inc. common stock to that of Global. Global in connection with
the transaction changed its name to Impax Laboratories, Inc.
Additionally, as a reverse acquisition, the historical operating results
prior to the acquisition are those of Impax Pharmaceuticals, Inc. and only
include the operating results of Global after the acquisition. The following pro
forma information on results of operations assumes the purchase of Global as if
the companies had combined on January 1, 1999:
<TABLE>
<CAPTION>
Pro forma six months ended June 30, 1999*
-----------------------------------------
(unaudited)
<S> <C>
Net sales $ 4,217
Loss from operations (7,581)
Net loss (7,388)
Less: Imputed dividends on preferred stock (1,474)
Net loss applicable to common stock $ (8,862)
Net loss per common share - basic and diluted ($0.36)
</TABLE>
---------------------
* Excludes non-recurring charges related to acquisition of $1,420 or ($0.06)
per share.
Note 3: On March 23, 2000, the Company issued 150,000 shares of Mandatorily
Redeemable Convertible Series 2 Preferred Stock for aggregate proceeds of
$15,000,000.
5
<PAGE>
At the option of the holder, each share of Series 2 Preferred Stock is
convertible into that number of shares of the Company's common stock as is
determined by dividing the liquidation value by the conversion price. The
conversion price is $5.00 per share of common stock, subject to certain
anti-dilution provisions. The Series 2 Preferred Stock will rank senior in all
respects, including payment on liquidation and redemption, to all other equity
securities of the Company, provided that it will rank pari passu with the Series
1-A Preferred Stock and Series 1-B Preferred Stock.
At the option of the investor, the Company will pay liquidation value to
the investors if the following occur: (i) a sale of all or substantially all of
the operating assets of the Company; (ii) an event that causes the Company to
become insolvent; (iii) an event that takes the Company private; and (iv) a
merger or other business combination involving the Company in which stockholders
of the Company (as determined immediately prior to such transaction) cease to
own stock of the surviving entity (a) that possesses greater than 50% of the
voting power of all classes of stock of such entity that are entitled to vote or
(b) that constitutes greater than 50% of the total value of the equity
securities in such entity.
Note 4: On January 31, 2000, the Company obtained $5 million of insurance
coverage with American International Specialty Lines Insurance Company (a member
of AIG) covering primarily potential claims brought against Impax under the
Waxman-Hatch Act provisions relating to Paragraph IV Certification. In May,
2000, a claim was filed by Astra Zeneca Plc against Impax as result of the
Company's filing of an ANDA for a generic version of Prilosec(R). The company
does not challenge the basic Prilosec(R) patent and it believes that its
specific formulation does not infringe other patents listed by Astra Zeneca Plc
in connection with Prilosec(R). Please see additional information under heading
General in the Company's Management's Discussion and Analysis of Financial
Condition and Results of Operations and in Part II Other Information, Item I -
Legal Proceedings.
In May, 2000, the Company obtained an additional $2 million insurance
coverage with American International Specialty Lines Insurance Company covering
potential claims against Impax under the Waxman-Hatch Act provisions relating to
Paragraph IV Certification.
Note 5: Because the Company had net losses in each of the years presented,
only the weighted average of common shares outstanding have been used to
calculate both basic earnings per share and diluted earnings per share as the
inclusion of the potential common shares would be anti-dilutive.
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 integrate
merged businesses and operations, the ability to adequately fund its operating
requirements, the impact of competitive products and pricing, product demand and
market acceptance, new product development, the funding of potential patent
infringement litigation, 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, 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.
6
<PAGE>
General
The Company is the result of a business combination on December 14, 1999,
of Impax Pharmaceuticals, Inc., a privately held drug delivery company and
Global Pharmaceutical Corporation, a specialty generic pharmaceutical company.
Global acquired all of the outstanding common stock of Impax Pharmaceuticals,
Inc. with Impax stockholders receiving 3.3358 shares of Global common stock for
each share of Impax Pharmaceuticals, Inc. For accounting purposes, however, the
acquisition has been treated as the re-capitalization of Impax Pharmaceuticals,
Inc. with Impax Pharmaceuticals, Inc., deemed the acquirer of Global in a
reverse acquisition. At the conclusion of the merger, Impax Pharmaceuticals,
Inc. stockholders held over 70% of the combined company. As a reverse
acquisition, the historical operating results prior to the acquisition are those
of Impax Pharmaceuticals, Inc. and only include the operating results of Global
after the acquisition. Additionally, in connection with the merger, Global
changed its name to Impax Laboratories, Inc.
The Company's main business is the development, manufacturing and marketing
of specialty prescription pharmaceutical products utilizing its own formulation
expertise and unique delivery technologies. The Company is currently marketing
over 26 products and has eight applications under review with the Food and Drug
Administration ("FDA") and fifteen additional products under development.
In May, 2000, the Company announced that the FDA has accepted its filing of
an Abbreviated New Drug Application (ANDA) for a generic version of Prilosec(R)
(Omeprazole Delayed-release Capsules). Marketed by Astra Zeneca Plc for the
treatment of duodenal/gastric ulcers and gastro-esophageal reflux disease
(GERD), Prilosec(R) is the largest selling prescription drug throughout the
world with reported 1999 U.S. sales in excess of $3 billion. The Company's
application contains a Paragraph IV certification under the Hatch-Waxman
Amendments stating Impax's belief that its Omeprazole product does not infringe
certain patents on Prilosec(R) held by Astra Zeneca Plc. Also, in May, 2000,
Astra Zeneca Plc filed a patent infringement lawsuit against Impax as a result
of this ANDA filing. The Company is not challenging the basic Omeprazole patent
that expires in 2001; rather Impax has asserted that its specific formulation
does not infringe other patents listed by Astra Zeneca Plc in connection with
Prilosec(R) and will vigorously defend that position.
In June, 2000, the Company received FDA approval for its ANDA for
Orphenadrine Citrate 100mg Extended Release Tablets. Orphenadrine Citrate is a
generic alternative to 3M Pharmaceutical's Norflex(TM), a drug used for the
relief of discomfort associated with acute painful musculosketal conditions; the
total 1999 U.S. market for this product was in excess of $52 million.
In July, 2000, the Company announced that the FDA has accepted its filing
of an ANDA for a generic version of Tricor(R) (Fenofibrate Capsules),
Micronized. Tricor(R) is marketed by Abbott Laboratories, Inc. for the treatment
of very high serum triglyceride levels; the total 1999 U.S. market for this
product was in excess of $66 million. Company's application contains a Paragraph
IV certification under the Hatch-Waxman Amendments stating Impax's belief that
its Fenofibrate product does not infringe certain Abbott Laboratories, Inc.
listed patents on Tricor(R).
Results of Operations
Three Months ended June 30, 2000
The Company was considered a development stage company as defined in
Statement of Financial Accounting Standards No. 7 until the fourth quarter of
1999, when the Company determined it had begun operations. The net loss for the
three months ended June 30, 2000, was $5,147,000 compared to a net loss of
$2,340,000 in the three months ended June 30, 1999. The increase in the net loss
in 2000 compared to 1999 was primarily due to higher research and development
expenses, and higher selling, general and administrative expenses, including
$1,236,000 in amortization of intangibles and goodwill.
The net sales for the three months ended June 30, 2000 were $2,908,000
compared to $0 for the same period in 1999. On a pro forma basis, if the merger
took place January 1, 1999, the Company's net sales for the three months ended
June 30, 1999 would have been $2,390,000. The increase of $518,000 over the pro
forma net sales was primarily due to an increase in the number of products
offered and customers served in 2000 as compared to 1999.
The increase in cost of sales, gross margin and selling expenses for the
three months ended June 30, 2000, was due to the fact that operations for Impax
began late in 1999.
7
<PAGE>
The research and development expenses for the three months ended June 30,
2000 were $2,995,000 compared to $2,026,000 for the same period in 1999. The
increase was primarily due to additional personnel, higher bio-study costs and
associated testing expenses.
The general and administrative expenses for the three months ended June 30,
2000 were $2,484,000 compared to $392,000 for the same period in 1999. The
increase was primarily due to amortization of intangibles and goodwill of
$1,236,000, higher professional fees and the additions of personnel.
Other operating income for the three months ended June 30, 2000 increased
to $143,000 from $0 for the same period in 1999 due to license fees income
received in 2000.
Net interest income for the three months ended June 30, 2000 increased to
$196,000 from $78,000 for the same period in 1999 primarily due to an increase
in investment in cash equivalents and short-term investments resulting from the
proceeds received from the sale of the Series 2 Preferred Stock.
Six Months ended June 30, 2000
The net loss for the six months ended June 30, 2000 was $9,539,000 compared
to a net loss of $3,628,000 in the six months ended June 30, 1999. The increase
in the net loss in 2000 compared to 1999 was primarily due to higher research
and development expenses, and higher selling, general and administrative
expenses, including $2,472,000 in amortization of intangibles and goodwill.
The net sales for the six months ended June 30, 2000, were $5,426,000
compared to $0 for the same period in 1999. On a pro forma basis, if the merger
took place January 1, 1999, the Company's net sales for the six months ended
June 30, 1999, would have been $4,217,000. The increase of $1,209,000 over the
pro forma net sales was primarily due to an increase in the number of products
offered and customers served in 2000 as compared to 1999.
The increase in cost of sales, gross margin and selling expenses for the
six months ended June 30, 2000 was due to the fact that operations for Impax
began late in 1999.
The research and development expenses for the six months ended June 30,
2000 were $5,603,000 compared to $3,303,000 for the same period in 1999. The
increase was primarily due to additional personnel, higher bio-study costs and
associated testing expenses.
The general and administrative expenses for the six months ended June 30,
2000 were $4,516,000 compared to $540,000 for the same period in 1999. The
increase was primarily due to amortization of intangibles and goodwill of
$2,472,000, higher professional fees and the additions of personnel.
Other operating income for the six months ended June 30, 2000 increased to
$154,000 from $0 for the same period in 1999 due primarily to license fees
income received in 2000.
Net interest income for the six months ended June 30, 2000, was $219,000
compared to $215,000 for the same period in 1999.
Liquidity and Capital Resources
Prior to the merger, Impax Pharmaceuticals, Inc. financed its research and
development expenses and operating activity through private placements of
equity. The aggregate proceeds raised by Impax Pharmaceuticals, Inc. was
approximately $25.5 million.
On March 2, 1999, Impax Pharmaceuticals, Inc. issued 3,400,000 shares of
its Series D Preferred Stock at $5.00 per share for a total of $17,000,000.
Pursuant to the terms of the Merger Agreement on December 14, 1999, each share
of Series D Preferred Stock of Impax Pharmaceuticals, Inc. was converted into
.05 shares of Series 1-B Convertible Preferred Stock of the Company.
8
<PAGE>
In July 1998, Global entered into a revolving credit facility with GE
Capital, 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 pays a fee of
.125% per annum on the unused available portion of the credit line. At June 30,
2000, the Company had outstanding borrowings of $2,389,000 with additional
excess availability of $1,934,000.
On March 23, 2000, the Company issued 150,000 shares of Mandatorily
Redeemable Convertible Series 2 Preferred Stock for aggregate proceeds at
$15,000,000. The proceeds of this private placement will go towards funding
research and development efforts, capital expenditures and general corporate
needs.
The Company believes that it has adequate financing for its 2000
operational plan. Additional financing may be required in 2001. The Company
believes that such financing will be available through capital markets,
collaborative arrangements with corporate partners, or through other sources.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
On May 15, 2000, an action was filed against the Company in the United
States District Court of Delaware (CV-00-479) by ASTRAZENECA AB, AKTIEBOLAGET
HASSLE, KBI-E INC, KBI INC and ASTRAZENECA, L.P. The action alleges patent
infringement by the Company based upon the Company's ANDA filed with the FDA for
the Omeprazole Delayed Released Capsule, a generic version of plaintiffs'
Prilosec(R) product. The action seeks to enjoin the Company from marketing
Omeprazole Delayed Release Capsules until February 2, 2014, and asks for an
award of attorneys' fees and costs and expenses in connection with the action.
The Company does not believe that it has infringed any patents of the plaintiffs
and intends to vigorously defend that position. As mentioned in Note 4 of this
10-QSB, the Company has up to $5 million of insurance coverage with American
International Specialty Lines Insurance Company (a member of AIG) covering
claims resulting from this ANDA filing.
Item 2. Changes in securities:
On March 23, 2000, the Company sold, in a private placement 150,000 shares
of its Series 2 Convertible Preferred Stock ("Preferred Stock") 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 $15,000,000. The Preferred Stock is convertible at the option of each holder
at any time after the date of issuance of the Preferred Stock into such number
of fully paid and nonassessable shares of the Company's common stock as is
determined by dividing the Liquidation Value ($100.00 per share) by the
Conversion Price. The conversion Price is $5.00 per share of common stock,
subject to certain anti-dilution provisions.
The Series 2 Preferred Stock will rank senior in all respects, including
payment on liquidation and redemption, to all other equity securities of the
Company, provided that it will rank pari passu with the Series 1-A Preferred
Stock and Series 1-B Preferred Stock.
At the option of the investor, the Company will pay liquidation value to
the investors if the following occur: (i) a sale of all or substantially all of
the operating assets of the Company; (ii) an event that causes the Company to
become insolvent; (iii) an event that takes the Company private; and (iv) a
merger of other business combination involving the Company in which shareholders
of the Company (as determined immediately prior to such transaction) cease to
own stock of the surviving entity (a) that possesses greater than 50% of the
voting power of all classes of stock of such entity that are entitled to vote or
(b) that constitutes greater than 50% of the total value of the equity
securities in such entity.
Item 3. Defaults Upon Senior Securities: None Applicable
Item 4. Submission of Matters to a Vote of Security Holders:
9
<PAGE>
At the Company's Annual Meeting of Stockholders held on May 22, 2000, the
following actions were approved, by the votes indicated:
a) Nine directors were elected:
<TABLE>
<S> <C> <C> <C>
Barry R. Edwards 26,990,465 For 835,932 Against/Withheld 0 Abstaining
---------- ------- -
David J. Edwards 26,993,465 For 832,932 Against/Withheld 0 Abstaining
---------- ------- -
Nigel Fleming, Ph.D. 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Charles Hsiao, Ph.D. 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Larry Hsu, Ph.D. 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Brian Keng 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Jason Lin 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Michael Markbreiter 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
Oh Kim Sun 26,991,965 For 834,432 Against/Withheld 0 Abstaining
---------- ------- -
b) The appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000 was
ratified:
26,799,530 For 26,740 Against/Withheld 127 Abstaining
---------- ------ ---
</TABLE>
Item 5. Other Information: None Applicable
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed on May 16, 2000, a report on Form 8-K providing
information with respect to the completion of the merger between
Global Pharmaceutical Corporation and Impax Pharmaceuticals, Inc.
under Item 2 of the report.
The following financial statements and pro forma financial
information were filed as part of this report:
(1) The following financial statements with respect to Impax
Pharmaceuticals, Inc.
Balance Sheet as of December 31, 1998 and June 30, 1999
(unaudited)
Statements of Operations for the period from September 27,
1994 (Date of Inception) to June 30, 1999, the years ended
December 31, 1998 and 1997 and six months ended June 30,
1999 and 1998 (unaudited)
Statement of Cash Flows for the period from September 27,
1994 (Date of Inception) to June 30, 1999, the years ended
December 31, 1998 and 1997 and six months ended June 30,
1999 and 1998 (unaudited)
Statement of Changes in Shareholders' Equity from September
27, 1994 to December 31, 1998 and for six months ended June
30, 1999 (unaudited)
Notes to Financial Statements
10
<PAGE>
(2) The following pro forma financial information with respect to Impax
Laboratories, Inc.
Pro forma Condensed Balance Sheet as of June 30, 1999
Pro Forma Condensed Statement of Income for the year ended
December 31, 1998 and the six months ended June 30, 1999.
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.
IMPAX LABORATORIES, INC.
By: /s/ BARRY R. EDWARDS
-----------------------------------
Chief Executive Officer
(Principal Executive Officer)
By: /s/ CORNEL C. SPIEGLER
-----------------------------------
Chief Financial Officer
(Principal Financial and Accounting
Officer)
11
