As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENDO PHARMACEUTICALS HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4022871
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(State of incorporation) (IRS employer identification no.)
223 Wilmington West Chester Pike
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
ENDO PHARMA LLC AMENDED AND RESTATED 1997 EMPLOYEE STOCK OPTION PLAN
ENDO PHARMA LLC AMENDED AND RESTATED 1997 EXECUTIVE STOCK OPTION PLAN
ENDO PHARMA LLC 2000 SUPPLEMENTAL EMPLOYEE OPTION PLAN
ENDO PHARMA LLC 2000 SUPPLEMENTAL EXECUTIVE OPTION PLAN
ENDO PHARMACEUTICALS HOLDINGS INC. 2000 STOCK INCENTIVE PLAN
--------------------------
(Full title of the plans)
Carol A. Ammon
President & Chief Executive Officer
Endo Pharmaceuticals Holdings Inc.
223 Wilmington West Chester Pike
Chadds Ford, Pennsylvania 19317
(610) 558-9800
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(Name, address and telephone number, including area code)
Copies to:
Eileen T. Nugent, Esq. James J. Connors, II, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Endo Pharma LLC
4 Times Square c/o Kelso & Company
New York, New York 10036-6522 320 Park Avenue, 24th Floor
(212) 735-3000 New York, New York 10022
(212) 751-3939
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
To be Registered Registered (1) Per Share Price (2) Fee (3)
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 40,287,653 shares See (2) below $150,103,773.30 $39,627.40
==========================================================================================================================
</TABLE>
(1) Represents the aggregate number of shares of common stock, par value
$.01 per share ("Endo Common Stock"), of Endo Pharmaceuticals Holdings
Inc., a Delaware Corporation ("Endo"), issuable upon the exercise of
options (the "Options") granted pursuant to the Endo Pharma LLC
Amended and Restated 1997 Employee Stock Option Plan (the "1997
Employee Plan"), the Endo Pharma LLC Amended and Restated 1997
Executive Stock Option Plan (the "1997 Executive Plan"), the Endo
Pharma LLC 2000 Supplemental Employee Option Plan (the "2000 Employee
Plan"), the Endo Pharma LLC 2000 Supplemental Executive Option Plan
(the "2000 Executive Plan") and the Endo Pharmaceuticals Holdings Inc.
2000 Stock Incentive Plan (the "2000 Incentive Plan," and together
with the 1997 Employee Plan, the 1997 Executive Plan, the 2000
Employee Plan and the 2000 Executive Plan, the "Stock Options Plans"),
together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to such Stock Option Plans as the result of any future stock
split, stock dividend or similar adjustment of the Registrant's
outstanding stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) promulgated under the
Securities Act of 1933 (the "Securities Act"). With respect to the
1997 Employee Plan, the 1997 Executive Plan, the 2000 Employee Plan
and the 2000 Executive Plan, the offering price per share and the
aggregate offering price are computed on the basis of the maximum
price at which those options may be exercised. With respect to the
2000 Incentive Plan, the offering price per share and the aggregate
offering price are based on the average of the high and low prices of
the Endo Common Stock on December 20, 2000, as reported on the NASDAQ
National Market. The following chart illustrates the calculation of
the registration fee:
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering
to be Registered Registered (1) Per Share (2) Price (2)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ENDO PHARMA LLC AMENDED AND RESTATED 1997
EMPLOYEE STOCK OPTION PLAN
ENDO PHARMA LLC AMENDED AND RESTATED 1997
EXECUTIVE STOCK OPTION PLAN
Shares of Endo Common Stock, $0.01
par value per share, issuable pursuant
to options to purchase Endo Common
Stock outstanding under the two
above plans 25,615,339 shares $3.42 $87,604,459.38
ENDO PHARMACEUTICALS HOLDINGS INC. 2000
STOCK INCENTIVE PLAN
Shares of Endo Common Stock, $0.01 par
value per share, issuable pursuant to
outstanding options 4,000,000 shares $6.50 $26,000,000.00
to purchase Endo Common Stock
ENDO PHARMA LLC 2000
SUPPLEMENTAL EMPLOYEE OPTION PLAN
ENDO PHARMA LLC 2000
SUPPLEMENTAL EXECUTIVE OPTION PLAN
Shares of Endo Common Stock, $0.01
par value per share, issuable pursuant
to options to purchase Endo Common Stock
outstanding under the two above plans 10,672,314 shares $3.42 $36,499,313.88
===============================================================================================================
</TABLE>
(3) Computed in accordance with Rule 457(h) promulgated under the Securities
Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
On July 14, 2000, the board of managers (the "Board of Managers") of
Endo Pharma LLC approved and recommended that the Board of Managers adopt
the (i) 1997 Employee Plan, (ii) 1997 Executive Plan, (iii) 2000 Employee
Plan and (iv) 2000 Executive Plan, which were subsequently adopted by the
Board of Managers.
On August 11, 2000, the board of directors (the "Board") of Endo
Pharmaceuticals Holdings Inc., a Delaware corporation ("Endo" or the
"Registrant"), approved and recommended that the Board adopt the 2000
Incentive Plan, which was subsequently adopted by the Board. The
Compensation Committee of the Board of Directors will administer the 2000
Incentive Plan.
ITEM 1. PLAN INFORMATION
The document(s) containing the information specified in Item 1 of this
Registration Statement is currently included in five prospectuses, four of
which are dated November 9, 2000 and one of which is dated August 11, 2000
(collectively, the "Plan Prospectus"), copies of each of which will be sent
or given to participants in each of the Stock Options Plans as specified by
Rule 428(b)(1) of the Securities Act and are not required to be filed as
part of this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The document(s) containing the information specified in Item 2 of this
Registration Statement is currently included in the Plan Prospectus, copies
of each of which will be sent or given to participants in each of the Stock
Option Plans as specified by Rule 428(b)(1) of the Securities Act and are
not required to be filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference, as of their respective dates, in this Registration Statement:
(i) Endo's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2000 and September 30, 2000 filed with the Commission
on August 15, 20000 and November 13, 2000, respectively.
(ii) Endo's Registration Statement on Form 8-A filed with the
Commission on July 12, 2000, as amended by any amendment
thereto or report;
(iii) Endo's Current Reports on Form 8-K, dated July 21, 2000,
October 11, 2000 and October 25, 2000 filed with the Commission
on July 24, 2000, October 11, 2000 and October 25, 2000,
respectively.
(iv) The description of Endo's Common Stock contained in Endo's
Registration Statement on Form S-4 (File No. 333-39040), filed
with the Commission on June 9, 2000.
In addition, any and all documents hereafter filed by Endo with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicate that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the
date of the filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The indemnification of officers and directors of Endo is governed by
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and the amended and restated certificate of incorporation (the
"Certificate of Incorporation") and the amended and restated by-laws of
Endo (the "By-Laws"). As authorized by Section 145 of the DGCL, each
director and officer of a corporation may be indemnified by the corporation
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred regarding the defense
or settlement of threatened, pending or completed legal proceedings. Each
director or officer will have the right of indemnification if he or she:
>> Is involved in the legal proceeding because he or she was a
director or officer of the corporation;
>> Acted in good faith and in a manner that he or she reasonably
believed was in the best interests of the corporation; and
>> In a criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
However, if the legal proceeding is by or in the right of the corporation,
the director or officer may not be indemnified for claims, issues, or
matters as to which the director or officer is adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless a court determines otherwise.
Article SEVENTH of the Certificate of Incorporation of Endo contains
provisions that authorize the indemnification of directors and officers.
Under article SEVENTH, Endo will indemnify its directors and officers to
the fullest extent authorized or permitted by law against expenses,
judgments, fines and amounts paid in settlement. In addition, this right of
indemnification continues to persons who have ceased to be directors or
officers of Endo and to his or her heirs, executors and personal and legal
representatives. However, unless the legal proceeding was authorized or
consented to by Endo's board of directors, Endo is not obligated to
indemnify a director or officer, or his or her heirs, executors or personal
or legal representatives, regarding the proceeding initiated by the same
director or officers, or his or her heirs, executors or personal or legal
representatives. Finally, article SEVENTH provides that a repeal or
modification of article SEVENTH by the stockholders must not adversely
affect the rights to indemnification of directors and officers regarding
any acts or omissions that occurred before the repeal or modification.
Set forth below are material provisions of article EIGHTH of Endo's
By-Laws that authorize the indemnification of directors or officers:
>> Section 2 of article EIGHTH states that if the director or
officer is adjudged to be liable to the company by a court of
law there would be no right of indemnification unless the court
determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the
director or officer is fairly and reasonably entitled to
indemnity.
>> Under section 3 of article EIGHTH, authorization as to whether
a director or officer should be indemnified is made by (a)
majority vote of the directors who are not parties to the
action, suit or proceeding, even though less than a quorum, (b)
independent legal counsel in a written opinion if there are no
directors who are not parties to the action, suit or
proceeding, or (c) the stockholders.
However, if a director or officer has been successful on the
merits or defense of the action, suit or proceeding, then that
person will be indemnified without authorization.
>> According to section 5 of article EIGHTH, directors or officers
may apply to the Court of Chancery in the State of Delaware for
indemnification.
>> Section 6 of article EIGHTH provides that the directors and
officers have the right to be reimbursed for the expenses
incurred in defending or participating in a legal proceeding in
advance of the proceeding's final disposition.
>> Pursuant to section 8 of article EIGHTH, Endo may purchase and
maintain insurance on behalf of persons who are or were
directors or officers whether or not Endo would have the power
or the obligation to indemnify those persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.
Exhibit Description
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3.1 Amended and Restated Certificate of Incorporation of Endo
(incorporated herein by reference to Exhibit 3.1 of the
Quarterly Report on Form 10-Q (the "Form 10-Q") filed with the
Commission on August 15, 2000).
3.2 Amended and Restated By-Laws of Endo (incorporated herein by
reference to Exhibit 3.2 of the Form 10-Q filed with the
Commission on August 15, 2000).
4.1 Amended and Restated Executive Stockholders Agreement, dated as
of July 14, 2000, by and among Endo, Endo Pharma LLC ("Endo
LLC"), Kelso Investment Associates V, L.P. ("KIA V"), Kelso
Equity Partners V, L.P. ("KEP V"), the Initial Management
Stockholders (as defined therein) and the Management
Stockholders (as defined therein) (incorporated herein by
reference to Exhibit 4.1 of the Form 10-Q filed with the
Commission on August 15, 2000).
4.2 Amended and Restated Employee Stockholders Agreement, dated as
of July 14, 2000, by and among Endo, Endo LLC, KIA V, KEP V and
the Employee Stockholders (as defined therein) (incorporated
herein by reference to Exhibit 4.2 of the Form 10-Q filed with
the Commission on August 15, 2000).
4.3 Form of stock certificate representing shares of Endo Common
Stock (incorporated herein by reference to Exhibit 4.3 of the
Form 10-Q filed with the Commission on August 15, 2000).
4.4 Registration Rights Agreement, dated as of July 17, 2000, by
and between Endo and Endo LLC (incorporated herein by reference
to Exhibit 4.4 of the Form 10-Q filed with the Commission on
August 15, 2000).
5 Opinion of Caroline E. Berry, Senior Vice President, General
Counsel and Secretary of Endo ("General Counsel"), regarding
the legality of the securities being registered.
10.21 Endo 2000 Stock Incentive Plan (incorporated by reference to
Exhibit 10.21 of the Form 10-Q filed with the Commission on
November 13, 2000).
10.22 Endo LLC Amended and Restated 1997 Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10.22 of the Form
10-Q filed with the Commission on November 13, 2000).
10.23 Endo LLC Amended and Restated 1997 Executive Stock Option Plan
(incorporated herein by reference to Exhibit 10.23 of the Form
10-Q filed with the Commission on November 13, 2000).
10.24 Endo LLC 2000 Supplemental Employee Option Plan (incorporated
herein by reference to Exhibit 10.24 of the Form 10-Q filed
with the Commission on November 13, 2000).
10.25 Endo LLC 2000 Supplemental Executive Option Plan (incorporated
herein by reference to Exhibit 10.25 of the Form 10-Q filed
with the Commission on November 13, 2000).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of General Counsel (included in Exhibit 5)
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and
officers of Registrant, contained on the signature page to this
Registration Statement
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 1993;
(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 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(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) 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.
(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; and
(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 13(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating tot he 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, 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.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 CHADDS FORD, COMMONWEALTH OF
PENNSYLVANIA, ON DECEMBER 22, 2000.
ENDO PHARMACEUTICALS HOLDINGS INC.
(Registrant)
By: /s/ Carol A. Ammon
------------------------------------
Name: Carol A. Ammon
Title: President & Chief Executive
Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Caroline E. Berry, James J. Connors, II, Frank J. Loverro and Stanley de J.
Osborne, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned the
Registration Statement on Form S-8 (the "Registration Statement")
and any amendments thereto required to be filed under the
Securities Act and the rules thereunder in each of the
undersigned's capacity as a director of the Registrant;
(2) do and perform any and all acts on behalf of the undersigned which
may be necessary or desirable to complete and execute the
Registration Statement and timely file such Registration Statement
with the Securities and Exchange Commission and any stock exchange
or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
Each of the undersigned hereby grants to such
attorney-in-fact and agent full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution of revocation, hereby
ratifying and confirming all that each such attorney-in-fact and agent, or
his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein grants.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents, in servicing in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
the Securities Act and the rules and regulations promulgated thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file the Registration Statement and
any amendments thereto, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact and agents.
Pursuant to the requirements of the Securities Act, this
Registration Statement and Power of Attorney have been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Carol A. Ammon Chief Executive Officer, President December 20, 2000
---------------------------- and Director
Carol A. Ammon
/s/ Michael B. Goldberg Director December 20, 2000
----------------------------
Michael B. Goldberg
/s/ Michael Hyatt Director December 20, 2000
----------------------------
Michael Hyatt
/s/ Roger H. Kimmel Director December 20, 2000
----------------------------
Roger H. Kimmel
/s/ Frank J. Loverro Director December 20, 2000
----------------------------
Frank J. Loverro
/s/ John W. Lyle Director December 21, 2000
----------------------------
John W. Lyle
/s/ Michael W. Mitchell Director December 20, 2000
----------------------------
Michael W. Mitchell
/s/ Joseph T. O'Donnell, Jr. Director December 20, 2000
----------------------------
Joseph T. O'Donnell, Jr.
/s/ David I. Wahrhaftig Director December 20, 2000
----------------------------
David I. Wahrhaftig
</TABLE>
EXHIBIT INDEX
Exhibit Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of Endo
(incorporated herein by reference to Exhibit 3.1 of the
Quarterly Report on Form 10-Q (the "Form 10-Q") filed with the
Commission on August 15, 2000).
3.2 Amended and Restated By-Laws of Endo (incorporated herein by
reference to Exhibit 3.2) of the Form 10-Q filed with the
Commission on August 15, 2000).
4.1 Amended and Restated Executive Stockholders Agreement, dated as
of July 14, 2000, by and among Endo, Endo Pharma LLC ("Endo
LLC"), Kelso Investment Associates V, L.P. ("KIA V"), Kelso
Equity Partners V, L.P. ("KEP V"), the Initial Management
Stockholders (as defined therein) and the Management
Stockholders (as defined therein) (incorporated herein by
reference to Exhibit 4.1 of the Form 10-Q filed with the
Commission on August 15, 2000).
4.2 Amended and Restated Employee Stockholders Agreement, dated as
of July 14, 2000, by and among Endo, Endo LLC, KIA V, KEP V and
the Employee Stockholders (as defined therein) (incorporated
herein by reference to Exhibit 4.2 of the Form 10-Q filed with
the Commission on August 15, 2000).
4.3 Form of stock certificate representing shares of Endo Common
Stock (incorporated herein by reference to Exhibit 4.3 of the
Form 10-Q filed with the Commission on August 15, 2000).
4.4 Registration Rights Agreement, dated as of July 17, 2000, by
and between Endo and Endo LLC (incorporated herein by reference
to Exhibit 4.4 of the Form 10-Q filed with the Commission on
August 15, 2000).
5 Opinion of Caroline E. Berry, Senior Vice President, General
Counsel and Secretary of Endo ("General Counsel"), regarding
the legality of the securities being registered.
10.21 Endo 2000 Stock Incentive Plan (incorporated by reference to
Exhibit 10.21 of the Form 10-Q filed with the Commission on
November 13, 2000).
10.22 Endo LLC Amended and Restated 1997 Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10.22 of the Form
10-Q filed with the Commission on November 13, 2000).
10.23 Endo LLC Amended and Restated 1997 Executive Stock Option Plan
(incorporated herein by reference to Exhibit 10.23 of the Form
10-Q filed with the Commission on November 13, 2000).
10.24 Endo LLC 2000 Supplemental Employee Option Plan (incorporated
herein by reference to Exhibit 10.24 of the Form 10-Q filed
with the Commission on November 13, 2000).
10.25 Endo LLC 2000 Supplemental Executive Option Plan (incorporated
herein by reference to Exhibit 10.25 of the Form 10-Q filed
with the Commission on November 13, 2000).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of General Counsel (included in Exhibit 5)
24 Power of Attorney authorizing certain person to sign this
Registration Statement on behalf of certain directors and
officers of Registrant, contained on the signature page to this
Registration Statement
