<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIMED PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
---------------
DELAWARE 22-1685346
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2150 E. LAKE COOK RD.
BUFFALO GROVE, IL 60089
(Address of principal executive offices)
UNIMED PHARMACEUTICALS, INC.
1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ROBERT E. DUDLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2150 E. LAKE COOK RD.
BUFFALO GROVE, IL 60089
(847) 541-2525
(847) 541-2593
(TELECOPIER)
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
JOHN H. HEUBERGER, ESQ.
RUDNICK & WOLFE
203 NORTH LASALLE STREET
SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-4000
(312) 236-7516 (TELECOPIER)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of each class of Amount to be maximum maximum Amount of
securities to be registered(1) Registered offering price aggregate registration fee
per share(1) offering price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.25 per share 1,000,000 $8.75 $7,654,242.50 $2,128.00
====================================================================================================================================
</TABLE>
(1) Pursuant to Rules 457(c) and 457(h), the registration fee has been
calculated on the basis of the actual price per share (ranging from $3.125
to $7.875 per share) at which the options may be exercised with regard to
those options for which such information is available, and with regard to
the remaining shares, on the basis of $8.75 per share the average of the
high and low sale prices of the Common Stock of the Registrant on May 26,
1999, as reported on the NASDAQ Stock Market - National Market System.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's (i) annual report on Form 10-K for the year ended
December 31, 1998; (ii) Item 1 of the Company's registration statement on Form
8-A registering its Common Stock under Section 12(b) of the Securities Exchange
Act of 1934; (iii) the Company's quarterly reports on Form 10-Q for the quarter
ended March 31, 1999; and (iv) current report on Form 8-K dated and filed on
February 19, 1999 are incorporated in this registration statement by reference
(SEC File No. 001-11003). In addition, all reports and proxy statements filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees and agents against liabilities whether or not in the
circumstances such companies would have the power to indemnify against such
liabilities under the provisions of the statute. The Company's Certificate of
Incorporation and Bylaws provide for indemnification of its officers and
directors to the extent permitted by Section 145 of the Delaware General
Corporation Law. Pursuant to such provisions, the Company has purchased such
insurance on behalf of its directors and officers.
The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by Delaware law, liability of a director to the Company or its
stockholders for monetary damages for a breach of such director's fiduciary duty
of care except for liability where a director (a) breaches his or her duty of
loyalty to the Company or its stockholders, (b) fails to act in good faith or
<PAGE> 3
engages in intentional misconduct or knowing violation of law, (c) authorizes
payment of an illegal dividend or stock repurchase or (d) obtains an improper
personal benefit. This provision only pertains to breaches of duty by directors
as directors and not breaches of duty by directors in any other corporate
capacity, such as any capacity as an officer. While liability for monetary
damages has been eliminated, equitable remedies such as injunctive relief or
rescission remain available. In addition, a director is not relieved of his
responsibilities under any other law, including the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Annual Report on Form 10-K for the fiscal
year ended September 30, 1991, SEC File No. 001-11003)
4.2 Unimed Pharmaceuticals, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference to Appendix A to the Definitive
Proxy Statement dated and filed on April 29, 1998, SEC File
No. 001-11003)
5.1 Opinion of Rudnick & Wolfe
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5.1 hereof)
24 Power of Attorney by the directors and certain officers of the
Company
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate,
<PAGE> 4
represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent,
<PAGE> 5
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 6
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 Buffalo Grove, State of Illinois, on this 1st day of
June, 1999.
UNIMED PHARMACEUTICALS, INC.
By: /s/ Robert E. Dudley
-------------------------------------
Robert E. Dudley
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
JOHN N. KAPOOR* Chairman of the Board June 1, 1999
ROBERT E. DUDLEY President and Chief Executive Officer June 1, 1999
(Principal Executive Officer)
and Director
DAVID E. RIGGS* Senior Vice President June 1, 1999
Finance, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
JAMES J. LEMPENAU* Director June 1, 1999
ROLAND WEISER* Director June 1, 1999
GILBERT F. DWYER* Director June 1, 1999
RONALD L. GOODE* Director June 1, 1999
MAHENDRA SHAH Director June 1, 1999
*By: /s/David E. Riggs Individually and as Attorney-in-Fact
------------------------
David E. Riggs
</TABLE>
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
4.1 Specimen Common Stock Certificate incorporated by reference to Exhibit
4 to the Annual Report on Form 10-K for the fiscal year ended September
30, 1991 (SEC File No. 001-11003)
4.2 Unimed Pharmaceuticals, Inc. 1998 Long-Term Incentive Plan incorporated
by reference to Appendix A to the Definitive Proxy Statement dated and
filed on April 29, 1998 (SEC File No. 001-11003)
5.1 Opinion of Rudnick & Wolfe
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5.1 hereof)
24 Power of Attorney by the directors and certain officers of the Company
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF RUDNICK & WOLFE]
June 1, 1999
The Board of Directors
Unimed Pharmaceuticals, Inc.
2150 E. Lake Cook Rd.
Buffalo Grove, IL 60089
Gentlemen:
We have examined the registration statement to be filed with the
Securities and Exchange Commission on or about June 1, 1999 for registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
1,000,000 shares of common stock, par value $0.25 per share ("Common Stock"), of
Unimed Pharmaceuticals, Inc. (the "Company") reserved for issuance pursuant to
the Unimed Pharmaceuticals, Inc. 1998 Long-Term Incentive Plan (the "Plan"). We
have examined pertinent corporate documents and records of the Company,
including its Certificate of Incorporation and its By-Laws, and we have made
such other examinations as we have deemed necessary or appropriate as a basis
for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the issuance
of the aforesaid 1,000,000 shares of Common Stock to be offered by the Company
pursuant to the Plan has been duly authorized, and, when issued and sold upon
the terms and conditions set forth in the Plan and any related agreements
executed thereunder, such shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act.
Very truly yours,
RUDNICK & WOLFE
By: /s/ John H. Heuberger
----------------------------
John H. Heuberger, a partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 10, 1999 incorporated by reference in Unimed Pharmaceuticals, Inc. Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ PricewaterhouseCoopers LLP
June 1, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of UNIMED PHARMACEUTICALS, INC., a Delaware
corporation (the "Company"), does hereby constitute and appoint ROBERT E. DUDLEY
and DAVID E. RIGGS, with full power to each of them to act alone, as the true
and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys to execute, file or
deliver any and all instruments and to do all acts and things which said
attorneys and agents deem advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any requirements or regulations of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of shares of common stock of the Company
subject to the Unimed Pharmaceuticals, Inc. 1998 Long-Term Incentive Plan,
including specifically, but without limitation of the general authority hereby
granted, the power and authority to sign his name as a director or officer or
both, of the Company, as indicated below opposite his signature, to the
registration statement, and any amendment, post-effective amendment, supplement
or papers supplemental thereto, to be filed with respect to said shares of
common stock; and each of the undersigned does hereby fully ratify and confirm
all that said attorneys and agents, or any of them, or the substitute of any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, this 1st day of June, 1999.
<TABLE>
<S> <C>
/s/ John N. Kapoor /s/ Gilbert F. Dwyer
- --------------------------------------------- --------------------------------
John N. Kapoor, Chairman of the Board Gilbert F. Dwyer, Director
/s/ Robert E. Dudley /s/ Mahendra G. Shah
- --------------------------------------------------------- --------------------------------
Robert E. Dudley, President and Chief Executive Officer Mahendra G. Shah, Director
(Principal Executive Officer)
/s/ David E. Riggs /s/ Ronald L. Goode
- --------------------------------------------------------- --------------------------------
David E. Riggs, Senior Vice President Finance, Chief Ronald L. Goode, Director
Financial Officer, Secretary and Treasurer (Principal
Financial and Accounting Officer)
/s/ James Lempenau
- ---------------------------------------------------------
James Lempenau, Director
/s/ Roland Weiser
- ---------------------------------------------------------
Roland Weiser, Director
</TABLE>
