KENDLE INTERNATIONAL INC
S-8, 1998-06-24
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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      As filed with the Securities and Exchange Commission on June 24, 1998
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


    INCORPORATED             KENDLE INTERNATIONAL INC.         I.R.S. EMPLOYER
  UNDER THE LAWS            441 VINE STREET, SUITE 700        IDENTIFICATION NO.
       OF OHIO                CINCINNATI, OHIO  45202             31-1274091
                                  (513) 771-8221


                        1998 EMPLOYEE STOCK PURCHASE PLAN


                              GARY P. KREIDER, ESQ.
                           KEATING, MUETHING & KLEKAMP
                             ONE EAST FOURTH STREET
                             CINCINNATI, OHIO 45202
                              PHONE: (513) 579-6411
                            FACSIMILE (513) 579-6956
- --------------------------------------------------------------------------------
                         (Agent for Service of Process)


================================================================================
                         CALCULATION OF REGISTRATION FEE

                                        Proposed      Proposed
                                         Maximum      Maximum
    Title of            Amount          Offering      Aggregate      Amount of
   Securities            to be            Price       Offering     Registration
to be Registered      Registered      Per Share(1)    Price(1)        Fee(2)
- --------------------------------------------------------------------------------
  Common Stock,
  No par value      500,000 Shares       $22.875     $11,437,500      $3,375
================================================================================

(1)  Estimated to calculate registration fee.

(2)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common Stock on the Nasdaq  National  Market on June 22, 1998
     of $22.875 per share.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents   filed  by  Kendle   International   Inc.  (the
"Registrant"),  with the  Securities and Exchange  Commission  are  incorporated
herein by reference and made a part hereof:

     1.   Annual Report on Form 10-K for the year ended December 31, 1997.

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

     3.   Current Report on Form 8-K dated February 12, 1998, as amended.

     4.   The  description of Common Stock  contained in a Form 8-A filed by the
          Company with the Commission on August 22, 1997.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.


ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby will be passed upon for the
Registrant by Keating,  Muething & Klekamp,  P.L.L.,  1800 Provident  Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp own 6,000 shares of the Registrant's Common Stock.




<PAGE>



ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Ohio  Revised  Code,  Section  1701.13(E),  allows  indemnification  by the
Registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  Registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the Registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the Registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the Registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the Registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel  or by the  shareholders  or by the  court.  The  Registrant's  Code  of
Regulations extends such indemnification.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8. EXHIBITS


  Exhibit 4              1998 Employee Stock Purchase Plan
  Exhibit 5              Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1           Consent of Coopers & Lybrand L.L.P.
  Exhibit 23.2           Consent of Keating, Muething & Klekamp, P.L.L. 
                         (included in Exhibit 5)
  Exhibit 24             Power of Attorney (contained on the signature page)


ITEM 9. UNDERTAKINGS

     9.1 The Registrant  hereby  undertakes 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;



<PAGE>



          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,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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 (1) and (2) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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.

        9.2 The undersigned  Registrant  hereby undertakes 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.

        9.3  The  undersigned   Registrant  hereby  undertakes  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.

        9.4 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  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.

        9.5  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


<PAGE>



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,
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>


                                   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 Cincinnati, Ohio, on June 22, 1998

                                             KENDLE INTERNATIONAL INC.


                                             By: /s/Candace K. Bryan
                                                -------------------------------
                                                 Candace K. Bryan
                                                 Chairman of the Board 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.  Persons whose names are marked with an
asterisk (*) below hereby designate Candace Kendle Bryan or Timothy M. Mooney as
their  attorney-in-fact  to sign all  amendments,  including any  post-effective
amend ments, to this Registration Statement.

         Signature                        Capacity                     Date
- ---------------------------   ----------------------------------   -------------


* /s/Candace K. Bryan   
- ---------------------------   Chairman of the Board and Chief      June 22, 1998
Candace K. Bryan              Executive Officer (Principal
                              Executive Officer)

* /s/Christopher C. Bergen 
- ---------------------------   President, Chief Operating Officer,  June 22, 1998
Christopher C. Bergen         Secretary and Director


* /s/Timothy M. Mooney     
- ---------------------------   Vice President- Finance, Chief       June 22, 1998
Timothy M. Mooney             Financial Officer, Treasurer,
                              Assistant Secretary (principal
                              financial officer and principal
                              accounting officer) and Director

* /s/Phillip E. Beckman    
- ---------------------------   Director                             June 22, 1998
Philip E. Beekman



* /s/Charles A. Sanders    
- ---------------------------   Director                             June 22, 1998
Charles A. Sanders




                                                                       Exhibit 4


                            KENDLE INTERNATIONAL INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN

     1. PURPOSE.

     The  purpose  of this  Plan  is to  provide  employees  of  Kendle  and its
subsidiaries  added  incentive  to  their  employment  and  to  encourage  their
increased  efforts to promote the best  interests  of Kendle.  The Plan seeks to
accomplish  this purpose by  permitting  eligible  employees to purchase  Common
Shares of Kendle at below-market  prices. For purposes of the Plan, a subsidiary
of the  corporation of which Kendle is the common  parent,  is as defined by the
Internal Revenue Code of 1986 in Section 424(f).  As used in this Plan, the term
"Kendle" means Kendle International Inc. and all such subsidiaries. This Plan is
intended to qualify as an "employee  stock  purchase  plan" under Section 423 of
the Internal Revenue Code and all provisions of this Plan are to be construed so
as to meet that tax objective.

     2. ELIGIBILITY.

     This Plan is  available to each  Eligible  Employee of Kendle who meets the
following  tests on the first day of a Purchase  Period as defined in Section 3.
An Eligible Employee is one (a) who has been continuously employed by Kendle for
at least one  month;  (b) whose  customary  employment  by Kendle is at least 24
hours per week; and (c) whose  customary  employment by Kendle is more than five
months in any calendar year.

     An  Eligible   Employee  may  not  purchase  Common  Shares  hereunder  if,
immediately  thereafter such employee would own 5% or more of the total combined
voting  power or value of all  classes  of  stock of  Kendle  or any  subsidiary
including  attributable stock under Section 424(d) of the Internal Revenue Code,
or if, for a given calendar year, such employee's  aggregate  rights to purchase
stock under all employee  stock purchase plans of Kendle would exceed $25,000 of
fair market value of such stock for such calendar  year,  all  determined in the
manner provided by Section 423(b)(8) of the Internal Revenue Code.

     3. EFFECTIVE DATE; TERM; PURCHASE PERIODS.

     This Plan shall become effective on June 30, 1998 or such later date as may
be  specified by the Board of  Directors.  This Plan shall cease to be effective
unless,  within 12 months  after the date of its  adoption by the Board,  it has
been approved at a meeting of the shareholders of Kendle.

     This Plan shall remain in effect until all Common Shares issuable under the
Plan have been issued or June 30, 2003, whichever occurs first.

     A "Purchase  Period" shall consist of the twelve month period  beginning on
each July 1,  commencing on or after the effective date and prior to termination
of the Plan.





<PAGE>



     4. ADMINISTRATION OF THE PLAN.

     The Plan  shall be  administered  by a  Committee  designated  by the Board
consisting of two or more members of the Board,  each of whom is a  Non-Employee
Director  within the meaning of Rule 16b-3(b)  promulgated  under the Securities
Exchange Act of 1934.

     In addition to the power to amend or terminate the Plan pursuant to Section
9, the  Committee  shall have full power and  authority  to: (i)  interpret  and
administer the Plan and any instrument or agreement entered into under the Plan;
(ii)  establish such rules and  regulations  and appoint such agents as it shall
deem appropriate for the proper  administration  of the Plan; and (iii) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan. Decisions of the Committee shall be
final,   conclusive  and  binding  upon  all  persons,   including  Kendle,  any
participant  and any other employee of Kendle.  A majority of the members of the
Committee may determine its actions and fix the time and place of its meetings.

     The Plan shall be  administered so as to ensure all  participants  have the
same rights and privileges as are provided by Section  423(b)(5) of the Internal
Revenue Code.

     5. BASIS OF PARTICIPATION.

     5.1 Payroll  Deduction.  Each Eligible Employee shall be entitled to enroll
in the Plan as of the first day of the  Purchase  Period which begins after such
employee has become an Eligible Employee.

     To enroll in the Plan,  an Eligible  Employee  shall  execute and deliver a
payroll  deduction   authorization  to  Kendle  or  its  designated  agent.  The
authorization  shall become  effective  on the first day of the Purchase  Period
following the execution and delivery of such  authorization.  Each authorization
shall direct that payroll  deductions be made by Kendle for each payroll  period
during  which the  employee  is a  participant  in the Plan.  The amount of each
payroll  deduction  for each such  payroll  period  shall be a whole  percentage
amount or a whole dollar amount, as determined by the Committee,  in either case
not less than One Percent nor more than Ten  Percent,  or such greater or lesser
percentages as may be determined by the Committee,  of the participant's current
regular wage or salary (before  withholding or other deductions) paid to him/her
by Kendle.

     Payroll deductions (and any other amount paid under the Plan) shall be made
for  each   participant   in  accordance   with  his/her   authorization   until
participation in the Plan terminates,  the  authorization is revised or the Plan
terminates, all as hereinafter provided.

     A  participant  may not change the amount of payroll  deduction  during any
Purchase Period.  Any requested changes on the amount of payroll deductions will
be effective beginning on the first day of the next Purchase Period,  subject to
a  participant's  right to  terminate  participation  in the Plan at any time as
provided in Section 8.


<PAGE>


     Payroll  deductions  shall be credited to an account  established  for each
participant.   At  the  end  of  each  Purchase  Period,   the  amount  in  each
participant's  account will be applied to purchase Kendle Common Shares for such
Purchase Period. No interest shall accrue at any time for any amount credited to
a participant's account.

     5.2 Other Methods of Participation.  The Committee may establish additional
procedures whereby Eligible Employees may participate in the Plan by means other
than payroll deduction,  such as delivery of funds by participants in a lump sum
or automatic  charges to  participants'  bank  accounts.  Such other  methods of
participating shall be subject to such rules and conditions as the Committee may
establish.  The  Committee  may at any time  amend,  suspend  or  terminate  any
participation  procedures  established  pursuant to this paragraph without prior
notice to any participant to Eligible Employee.

     6. PURCHASE PRICE.

     The  purchase  price for  Common  Shares  purchased  under the Plan for any
Purchase  Period  shall be the lesser of (i) 85% of the fair market value of the
Common  Stock on the first day of such  Purchase  Period or (ii) 85% of the fair
market value of the Common Shares on the last day of such Purchase Period. "Fair
market value" means the average of the highest and lowest quoted  selling prices
for the Common  Share as reported on the  National  Market  System of The Nasdaq
Stock Market or such other  consolidated  transaction  reporting system on which
the shares are primarily traded. If the shares are not traded on such date, then
the next preceding day on which the shares were traded,  all as reported by such
source as the Committee  may select.  If the shares are not traded on a national
securities exchange or other market system, fair market value shall be set under
procedures established by the Committee.

     7. ISSUANCE OF SHARES.

     Common  Shares  purchased by each  participant  shall be  considered  to be
issued and outstanding to the  participant's  credit as of the close of business
on the last day of each Purchase  Period.  A  participant  may any time withdraw
certificates  for all or a portion of the Common  Shares  credited to his or her
account by giving written notice to Kendle, provided,  however, that (a) no such
request may be made more  frequently  than once per  Purchase  Period,  (b) such
request shall be for at least 25 Common Shares and (c) no  participant  shall be
entitled to receive a certificate for any fractional share.  Kendle will pay any
stamp taxes imposed in connection with the issuance of any certificate under the
Plan.

<PAGE>

     After  the close of each  Purchase  Period,  a report  will be sent to each
participant  stating  entries made to the account,  the number of Common  Shares
purchased and the applicable purchase price.

     8. TERMINATION OF PARTICIPATION.

     A participant may at any time terminate participation in the Plan, provided
such termination is received by Kendle in writing prior to the last business day
of the Purchase Period for which such  termination is to be effective.  Upon any
such termination, Kendle shall promptly deliver to such participant certificates
for the number of full  Common  Shares held in the account and cash equal to any
remaining  balances and in lieu of any fractional  shares.  Such cash equivalent
shall be determined by multiplying the fractional share by the fair market value
of a Common Share on the last day of the Purchase Period  immediately  preceding
such termination, determined as provided in Section 6.

     If the participant dies,  terminates employment with Kendle for any reason,
or otherwise ceases to be an Eligible Employee,  participation in the Plan shall
immediately terminate. In such event, certificates for the number of full Common
Shares held in the account,  cash equal to any  remaining  balances and the cash
equivalent of any fractional share so held, determined as provided in Section 6,
shall be delivered promptly to such participant.

     9. TERMINATION OR AMENDMENT OF THE PLAN.

     Kendle may terminate the Plan at any time.  Notice of termination  shall be
given to all participants,  but any failure to give such notice shall not impair
the effectiveness of the termination.

     The Plan will  terminate  in any event  when the  maximum  number of Common
Shares to be sold under the Plan has been purchased.  Such termination shall not
impair any rights which under the Plan shall have vested on or prior to the date
of such termination. If at any time the number of shares remaining available for
purchase  under the Plan are not  sufficient  to  satisfy  all  then-outstanding
purchase  rights,  the Board may  determine  an  equitable  basis of  allocating
available shares among all participants.

     The Board may amend the Plan from time to time; provided,  however, no such
amendment shall (a) materially  adversely affect any purchase rights outstanding
under the Plan  during  the  Purchase  Period in which such  amendment  is to be
effected,  (b)  increase  the  maximum  number  of  Common  Shares  which may be
purchased  under the Plan,  (c) decrease the purchase price of the Common Shares
for any  purchase  period below the lesser of 85% of fair market value on either
of the first or the last day of such Purchase Period or (d) adversely affect the
qualification of the Plan under Section 423 of the Internal Revenue Code.

     Upon  termination of the Plan,  certificates  for the number of full Common
Shares held in the account,  cash equal to any  remaining  balances and the cash
equivalent of any fractional share so held, determined as provided in Section 6,
shall be delivered promptly to such participant.


<PAGE>


     10. NON-TRANSFERABILITY.

     No right or interest in this Plan shall be assignable or  transferable,  or
subject to any lien, directly or indirectly,  by operation of law, or otherwise,
including execution,  levy, garnishment,  attachment,  pledge or bankruptcy. Any
attempted assignment,  transfer, pledge or other disposition of any rights under
this Plan shall be null and void and shall automatically terminate all rights of
a participant under the Plan.

     11. SHAREHOLDER'S RIGHTS.

     No Eligible  Employee or participant  shall by reason of this Plan have any
rights of a shareholder  of Kendle until and to the extent such person  acquires
Common Shares as herein provided.

     12. MAXIMUM NUMBER AND SOURCE OF SHARES; ADJUSTMENTS.

     The maximum number of Common Shares which may be purchased  under this Plan
is Five Hundred Thousand  (500,000) shares.  Common Shares sold hereunder may be
treasury shares,  authorized and unissued shares, or a combination  thereof. The
Committee may also purchase Common Shares on behalf of the participants  through
market transactions.

     If Kendle  shall,  at any time  change  its  issued  Common  Shares  into a
different number through stock dividend,  stock split, combination or otherwise,
the number of Common  Shares  specified  in this Plan  shall be  proportionately
adjusted.

     13. MISCELLANEOUS.

     13.1 Any authorization,  election,  notice or document under this Plan from
an Eligible  Employee or  participant  shall be delivered to Kendle and shall be
effective when delivered.

     13.2 This Plan,  and Kendle's  obligation to sell and deliver Common Shares
hereunder,  shall be subject to all applicable federal,  state and foreign laws,
rules and  regulations,  and to such approval by any regulatory or  governmental
agency as may, in the opinion of counsel for Kendle, be required.




                                                                   EXHIBIT  23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated  February 18, 1998 except as to the  information
presented  in Note 5, for which the date is March 9, 1998,  on our audits of the
consolidated  financial  statements of Kendle  International Inc. as of December
31, 1996 and 1997,  and for the three  years in the period  ended  December  31,
1997, included in the annual report on Form 10-K of Kendle International Inc.


COOPERS & LYBRAND L.L.P.


Cincinnati, Ohio
June 23, 1998






                                                                       EXHIBIT 5

                     OPINION OF KEATING, MUETHING & KLEKAMP



                            FACSIMILE (513) 579-6956



                                  June 23, 1998

Direct Dial (513) 579-6417



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

Ladies and Gentlemen:

     This firm is general counsel to Kendle  International  Inc.(the  "Company")
and as such, we are familiar with the Company's Restated and Amended Articles of
Incorporation,   Amended  and  Restated  Code  of   Regulations   and  corporate
proceedings  generally.  We  have  reviewed  the  corporate  records  as to  the
establishment  of the Company's  1998 Employee Stock Purchase Plan providing for
the the  issuance of shares of Common  Stock to employees of the Company and its
subsidiaries. Based solely upon such examination, we are of the opinion that:

     1. The Company is a duly organized and validly existing  corporation  under
the laws of Ohio; and

     2. The Company has taken all  necessary and required  corporate  actions in
connection with the proposed issuance of 500,000 shares of Common Stock pursuant
to the 1998 Employee Stock Purchase Plan, and such Common Stock, when issued and
delivered,  will be  validly  issued,  fully paid and  non-assessable  shares of
Common Stock of the Company free of any claim of pre-emptive rights.

     We  hereby  consent  to be  named  in the  Registration  Statement  and the
Prospectus  part thereof as the  attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid  Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.

                                         Yours truly,

                                         KEATING, MUETHING & KLEKAMP, P.L.L.



                                         BY:  /s/Paul V. Muething
                                            ---------------------------------
                                                 Paul V. Muething




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