As filed with the Securities and Exchange Commission on December 4, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BARR LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
New York 22-1927534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Quaker Road, Pomona, New York 10970-0519
(Address of Principal Executive Offices) (Zip Code)
Barr Laboratories, Inc. 1993 Stock Option Plan
for Non-Employee Directors
(Full title of the plan)
Paul M. Bisaro
Secretary
Barr Laboratories, Inc.
Two Quaker Road
Pomona, NY 10970-0519
(name and address of agent for service)
(914) 362-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Unit (1) Price (1) Fee
- --------------------------------------------------------------------
Common Stock
($.01 par 150,000 Shares
value) $ 25.88 $ 3,882,000 $ 1,176.14
- --------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for purpose
of calculating the registration fee.
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REGISTRATION OF ADDITIONAL SECURITIES
The contents of Form S-8 Registration Statement No. 33-
73698 are by reference thereto incorporated herein.
Item 8. Exhibits:
5. Opinion and Consent of Winston & Strawn.
23. Consent of Deloitte & Touche LLP.
24. Power of Attorney.
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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 Pomona, State of New York on this 4th day of
December, 1996.
BARR LABORATORIES, INC.
By /s/PAUL M. BISARO
Paul M. Bisaro
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
Chairman of the
Board, Chief
/s/BRUCE L. DOWNEY Executive Officer December 4, 1996
Bruce L. Downey and President
Chief Financial
/s/WILLIAM T. MCKEE Officer and December 4, 1996
William T. McKee Treasurer
Edwin A. Cohen Director*
Robert J. Bolger Director*
Michael F. Florence Director*
Wilson L. Harrell Director*
Jacob M. Kay Director*
Bernard C. Sherman Director*
George P. Stephan Director*
*By /s/PAUL M. BISARO
Paul M. Bisaro December 4, 1996
Attorney-in-fact
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Exhibit 5
December 4, 1996
Barr Laboratories, Inc.
Two Quaker Road
Pomona, New York 10970
Gentlemen:
We have acted as counsel for you in connection with the
registration on Form S-8 of the offer and sale of up to an
additional 150,000 shares of Common Stock, par value $.01 per
share (the "Shares"), of Barr Laboratories, Inc. (the "Company")
pursuant to the Company's 1993 Stock Option Plan for Non-Employee
Directors (the "Plan"). We have examined all statutes, corporate
records and documents which we have deemed necessary for the
purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is
validly existing as a corporation under the laws of the State of
New York.
2. The issuance and sale of the Shares has been duly
authorized by all necessary corporate action.
3. All Shares issued pursuant to the Plan will, upon
payment of the purchase price therefor, be legally issued, fully
paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
WINSTON & STRAWN
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Barr Laboratories, Inc. on Form S-8 of our reports
dated August 28, 1996, appearing and incorporated by reference in
the Annual Report on Form 10-K of Barr Laboratories, Inc. For the
year ended June 30, 1996.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
December 4, 1996
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned
Director of Barr Laboratories, Inc., a New York corporation,
which is about to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8, hereby constitutes
and appoints Bruce L. Downey and Paul M. Bisaro, and each of
them, his true and lawful attorneys-in-fact and agents, with full
power to act without the other, to sign such Registration
Statement and to file such Registration Statement and the
exhibits thereto and any and all other documents in connection
therewith with the Securities and Exchange Commission, and to do
and perform any and all acts and things requisite and necessary
to be done in connection with the foregoing as fully as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: December 4, 1996
/s/ EDWIN A. COHEN /s/ ROBERT J. BOLGER
Edwin A. Cohen Robert J. Bolger
/s/ MICHAEL F. FLORENCE /s/ WILSON L. HARRELL
Michael F. Florence Wilson L. Harrell
/s/ JACOB M. KAY /s/ BERNARD C. SHERMAN
Jacob M. Kay Bernard C. Sherman
/s/ GEORGE P. STEPHAN
George P. Stephan
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