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P R O S P E C T U S
107,769 SHARES
FOREST LABORATORIES, INC.
COMMON STOCK
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The shares offered hereby will be sold by the Selling
Shareholders. See "Selling Shareholders." The Company will not
receive any of the proceeds from the sale of the shares offered
hereby.
The shares of Common Stock of the Company are listed on
the American Stock Exchange and are traded under the symbol FRX.
On August 11, 1994, the closing price of the Common Stock was
$44 per share. See "Price Range of Common Stock and
Dividends."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Shareholders have advised the Company that they
propose to offer for sale and sell the shares registered hereby from
time to time in broker's transactions, to market makers or in block
placements, or through a combination thereof, at market prices
prevailing at the time of sale or at prices otherwise negotiated.
Such shares are being offered on a continuous basis; the precise
amounts and timing of sales, if any, of the shares offered hereby
will be determined by the Selling Shareholders in their sole
discretion from time to time.
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THE DATE OF THIS PROSPECTUS IS AUGUST 12, 1994
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AVAILABLE INFORMATION
Forest Laboratories, Inc. (together with its subsidiaries
herein called the "Company" or "Forest") is subject to the
informational requirements of the Securities Exchange Act of 1934
("Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at its New York
Regional Office, Room 1228, 75 Park Plaza, New York, New York 10007;
and Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies can be obtained by
mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Common Stock is traded on the
American Stock Exchange, and such material can also be inspected at
such exchange, 86 Trinity Place, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1994 as filed with the Commission, is
incorporated herein by reference. All documents filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of
filing of such documents.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered copies
of the above documents, other than exhibits thereto, upon request of
any such person to the Secretary of the Company, 150 East 58th
Street, New York, New York 10155-0015 (telephone number
212-421-7850).
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THE COMPANY
Forest develops, manufactures and sells both branded and
generic forms of ethical drug products which require a physician's
prescription, as well as non-prescription pharmaceutical products
sold over-the-counter. Forest's most important United States
products consist of branded ethical drug specialties marketed
directly, or "detailed," to physicians by the Company's salesforce
and its controlled release line of generic products sold to
wholesalers, chain drug stores and generic distributors. In recent
years the Company has emphasized increased detailing to physicians
of those branded ethical drugs it believes have the most potential
for growth, and the introduction of new products acquired from other
companies or developed by the Company.
The Company is a Delaware corporation organized in 1956,
and its principal executive offices are located at 150 East 58th
Street, New York, New York 10155-0015 (telephone number
212-421-7850).
SELLING SHAREHOLDERS
The following persons and entities ("Selling Shareholders")
are offering an aggregate of up to 107,769 shares of Common Stock by
means of this Prospectus:
<TABLE>
<CAPTION>
SHARES SHARES OWNED
SHARES BEING FOLLOWING THIS
NAME OWNED OFFERED OFFERING
---- ------ ------- ---------------
<S> <C> <C> <C>
PruTech Research
and Development
Partnership
("PruTech") 64,018 64,018 - 0 -
Vito M. Esposito 16,758 16,758 - 0 -
Peter E. Maxim 869 869 - 0 -
Ben G. Cameransi 297 297 - 0 -
Gabor R. Fodor 149 149 - 0 -
Michael Baseler 30 30 - 0 -
Mark R. Klinger 30 30 - 0 -
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
SHARES BEING FOLLOWING THIS
NAME OWNED OFFERED OFFERING
---- ------ -------- --------------
<S> <C> <C> <C>
Robert W. Veltri 2,228 2,228 - 0 -
American Research
& Development II,
L.P. ("ARD") 23,390 23,390 - 0 -
</TABLE>
PruTech acquired the Shares offered by it hereunder
pursuant to the terms of an Acquisition Agreement dated June 30,
1994 and pursuant to which PruTech assigned to the Company certain
technology which had previously been licensed to the Company.
Each of ARD and the other individual Selling Shareholders
listed above acquired the Shares offered by them hereunder pursuant
to an Agreement and Plan of Merger dated June 10, 1994 pursuant to
which the Company acquired the assets of Theracel Corporation
("Theracel") through the merger of Theracel into the Company.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling
Shareholders for their own account. The Company will not receive
any of the proceeds from this offering.
The Shares covered by this Prospectus may be sold by the
Selling Shareholders or by pledgees, donees, transferees or other
successors in interest. Such sales may be made at fixed prices
that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at
negotiated prices. The Shares may be sold by one or more of the
following: (a) one or more block trades in which a broker or dealer
so engaged will attempt to sell all or a portion of the Shares held
by each Selling Shareholder as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. Each Selling Shareholder may effect
such transactions by selling Shares to or through broker-dealers,
and such broker-dealers will receive compensation in negotiated
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amounts in the form of discounts, concessions, commissions or fees
from such Selling Shareholder and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Such
brokers or dealers or other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities
Act of 1933, in connection with such sales.
Any securities covered by this Prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act of 1933, as
amended, may be sold under Rule 144 rather than pursuant to this
Prospectus.
PruTech has agreed to pay certain of the costs of
registering the shares of Common Stock offered by it hereby under
the Securities Act of 1933, as amended.
The Selling Shareholders will deliver a Prospectus in
connection with the sale of shares of Common Stock offered hereby.
LEGAL OPINIONS
The validity of the Common Stock offered hereby is being
passed upon for the Company by Dornbush Mensch Mandelstam &
Schaeffer, New York, New York.
EXPERTS
The consolidated financial statements and schedules
incorporated by reference in this Prospectus have been audited by
BDO Seidman, independent certified public accountants, to the extent
and for the periods set forth in their reports herein incorporated
by reference and are incorporated herein in reliance upon such
reports given upon the authority of said firm as experts in auditing
and accounting.
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No dealer, salesman or any other
person has been authorized to give any
information or to make any representa-
tions not contained in this Prospectus
in connection with the offering des- 107,769 SHARES
cribed herein and, if given or made,
such information or representation must
not be relied upon as having been
authorized by the Company or any
Underwriter. This Prospectus does not
constitute an offer of any securities FOREST LABORATORIES, INC.
other than those specifically offered
hereby or of any of the securities
offered hereby in any jurisdiction
to any person to whom it is unlawful
to make such offer or solicitation in
such jurisdiction. Neither the delivery
of this Prospectus nor any sale made COMMON STOCK
hereunder shall, under any circumstances,
create any implication that there has
been no change in the affairs of the
Company since the date hereof.
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TABLE OF CONTENTS
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Available Information . . . . . . 2 PROSPECTUS
Incorporation of Certain Docu-
ments by Reference . . . . . . 2 August 12, 1994
The Company . . . . . . . . . . . 3
Selling Shareholders . . . . . . 3 -------------------
Plan of Distribution. . . . . . . 4
Legal Opinions . . . . . . . . . 4
Experts . . . . . . . . . . . . . 5
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