<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BARR LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 22-1927534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
------------------------
2 QUAKER ROAD, PO BOX 2900
POMONA, NEW YORK 10970-0519
(914) 362-1100
(ADDRESS AND TELEPHONE NUMBER
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------
PAUL M. BISARO
SENIOR VICE PRESIDENT AND SECRETARY
BARR LABORATORIES, INC.
2 QUAKER ROAD, PO BOX 2900
POMONA, NY 10970-0519
(914) 362-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
M. FINLEY MAXSON JONATHAN I. MARK
WINSTON & STRAWN CAHILL GORDON & REINDEL
35 WEST WACKER DRIVE 80 PINE STREET
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10005
(312) 558-5600 (212) 701-3000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. / /
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. /X/ File No. 333-45339
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM OFFERING MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE PRICE AGGREGATE OFFERING
REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2)
<S> <C> <C> <C>
230,000
Common Stock ($.01 par value)............................ Shares $35.50 $8,165,000
<CAPTION>
TITLE OF EACH CLASS
OF SECURITIES TO BE AMOUNT OF
REGISTERED REGISTRATION FEE
<S> <C>
Common Stock ($.01 par value)............................ $2,409
</TABLE>
(1) Includes 30,000 shares to be issued solely to cover an over-allotment
option granted to the Underwriters. See "Underwriting."
(2) Calculated pursuant to Rule 457 under the Securities Act of 1933.
--------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
Incorporation of Certain Information By Reference
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Barr Laboratories, Inc. with the Securities
and Exchange Commission (File No. 333-45339) pursuant to the Securities Act
of 1933, as amended, and declared effective on March 10, 1998 is incorporated
by reference into this Registration Statement.
<PAGE>
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-3 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 10th day of
March, 1998.
BARR LABORATORIES, INC.
By /s/ PAUL M. BISARO
-----------------------------------------
Paul M. Bisaro
SENIOR VICE PRESIDENT
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Bruce L. Downey and Paul M. Bisaro and
each of them (with full power to each of them to act alone), 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
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, 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 said
attorneys-in-fact and agents, or any of them, or their 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 below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- -------------------------- ----------------------
<S> <C> <C>
/s/ BRUCE L. DOWNEY
- -------------------------- Director and Principal March 10, 1998
Bruce L. Downey Executive Officer
/s/ WILLIAM T. MCKEE Principal Financial
- -------------------------- Officer and Principal March 10, 1998
William T. McKee Accounting Officer
/s/ EDWIN A. COHEN
- -------------------------- Director March 10, 1998
Edwin A. Cohen
/s/ ROBERT J. BOLGER
- -------------------------- Director March 10, 1998
Robert J. Bolger
/s/ MICHAEL F. FLORENCE
- -------------------------- Director March 10, 1998
Michael F. Florence
/s/ JACOB M. KAY
- -------------------------- Director March 10, 1998
Jacob M. Kay
/s/ BERNARD C. SHERMAN
- -------------------------- Director March 10, 1998
Bernard C. Sherman
/s/ GEORGE P. STEPHAN
- -------------------------- Director March 10, 1998
George P. Stephan
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-45339 are incorporated by reference into, and shall be
deemed part of, this registration statement, except for the following, which
are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -----------
<C> <S> <C>
5.1 Opinion of Winston & Strawn...................................................... Filed Electronically
23.1 Consent of Winston & Strawn (See Exhibit 5.1)....................................
23.2 Consent of Deloitte & Touche LLP................................................. Filed Electronically
24.1 Powers of Attorney (Included on the signature page of this registration
statement).......................................................................
</TABLE>
<PAGE>
Exhibit 5.1
[Letterhead of Winston & Strawn]
March 10, 1998
Barr Laboratories, Inc.
Two Quaker Road
Pomona, New York 10970
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of 200,000 shares, plus up to a maximum of 30,000 additional
shares if the underwriters over-allotment option is exercised, of Common Stock,
$.01 par value (the "Shares"), of Barr Laboratories, Inc., a New York
corporation (the "Company"), which are to be sold by the Company and certain
stockholders of the Company (the "Selling Stockholders"), we have examined such
corporate records and other documents, including the Registration Statement, and
have reviewed such matters of law as we have deemed relevant hereto, and, based
upon this examination and review, it is our opinion that, when issued and sold
as contemplated in the Registration Statement, the Shares offered by the Company
will be legally issued, fully paid and nonassessable and that the outstanding
Shares offered by the Selling Stockholders were legally issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name whenever it appears in such
Registration Statement, including the Prospectus constituting a part thereof, as
originally filed or as subsequently amended.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Barr Laboratories, Inc. on Form S-3 of our report dated
August 28, 1997 (January 28, 1998 as to Notes 1(f), 1(h), 5 and 8) appearing
in the Prospectus which is part of the Registration Statement on Form S-3
(No. 333-45339) of Barr Laboratories, Inc.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 11, 1998
