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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOREST LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 11-1798614
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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150 EAST 58TH STREET
NEW YORK, NEW YORK 10155-0015
(212) 421-7850
(Address, including zip code and telephone number including
area code, of Registrant's principal executive offices)
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Agent for Service:
KENNETH E. GOODMAN
Vice President-Finance
Forest Laboratories, Inc.
150 East 58th Street
New York, New York 10155-0015
COPIES OF COMMUNICATIONS TO:
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer
747 Third Avenue
New York, New York 10017
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
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PAGE
<PAGE>
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, _
check the following box. /_ /
If any of the securities being offered 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. /_x/
<TABLE>
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CALCULATION OF REGISTRATION FEE
========================================================================
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT
SHARES TO AMOUNT TO OFFERING AGGREGATE OF
BE BE PRIC PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock,
par value
$.10 per
share 107,769 $41.25 $4,445,471.20 $1,533
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<FN>
<1> Estimated solely for the purpose of calculating the
registration fee and based upon the closing price of the
Registrant's Common Stock on the American Stock Exchange, Inc.
on August 1, 1994.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION (A), MAY DETERMINE.
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- ii -
PAGE
<PAGE>
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____, 1994, the closing price of the Common Stock was
$______ 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 1, 1994
PAGE
<PAGE>
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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<PAGE>
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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<PAGE>
<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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<PAGE>
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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PAGE
<PAGE>
==================================== ===================================
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
PAGE --------------------
Available Information . . . . . . 2 PROSPECTUS
Incorporation of Certain Docu-
ments by Reference . . . . . . 2 August ____, 1994
The Company . . . . . . . . . . . 3
Selling Shareholders . . . . . . 3 -------------------
Plan of Distribution. . . . . . . 4
Legal Opinions . . . . . . . . . 4
Experts . . . . . . . . . . . . . 5
===================================== ====================================
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PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and
distribution of the securities being registered, all of which are
payable by the Company, are estimated as follows:
Registration Fee - Securities
and Exchange Commission $ 1,533.00
Accounting Fees and Expenses 3,000.00
Legal Fees and Expenses 2,000.00
Miscellaneous 500.00
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Total $ 7,033.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation
Law, subject to various exceptions and limitations, the Company
may indemnify its directors or officers if such director or
officer is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company by reason
of the fact that he is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, except, in the case of an action by or
in the right of the Company to procure a judgment in its favor,
as to any matter which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty. The Company shall indemnify its directors or officers to
the extent that they have been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or
in the defense of any claim, issue or matter therein, against
expenses (including attorneys' fees) actually and reasonably
incurred by them in connection therewith. In addition,
Section 102(b)(7) of the Delaware General Corporation Law permits
a corporation to limit or eliminate the liability of a director
<PAGE>
to the corporation for negligent breaches of such director's
fiduciary duties in certain circumstances. The foregoing
statement is qualified in its entirety by the detailed provisions
of Sections 145 and 102(b)(7) of the Delaware General Corporation
Law.
The Company's Certificate of Incorporation and By-laws
contain provisions with respect to indemnification of directors
and officers which provide for indemnification and limitation or
elimination of liabilities to the full extent permitted by
Delaware law as described above.
ITEM 16. EXHIBITS.
4. - Certificate of Incorporation - incorporated herein
by reference to Exhibit 3 to the Company's Report
on Form 8-K dated March 9, 1981, to Exhibit 3.1(b)
to the Company's Registration Statement on Form
S-1, Registration No. 2-97792, dated May 16, 1985
and to the Company's proxy statements for its
annual meeting of shareholders held in August,
1987, August, 1988 and August, 1993.
5. - Opinion of Dornbush Mensch Mandelstam & Schaeffer.
24. -
(a) - Consent of BDO Seidman.
(b) - Consent of Dornbush Mensch Mandelstam & Schaeffer -
contained in its opinion filed as Exhibit 5.
25. - Power of Attorney of certain directors of Forest. -
set forth on the signature page to this
Registration Statement.
ITEM 17. 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 material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
II-2
<PAGE>
material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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) in connection with the securities being registered,
the Company 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on this 31st day of July, 1994.
FOREST LABORATORIES, INC.
By: /s/ Howard Solomon
--------------------------------
Howard Solomon,
President,
Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard Solomon and
Kenneth Goodman and each of them, 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 that said
attorneys-in-fact and agents or any of them, or their or his
substitute or 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 or amendment thereto has been
signed below by the following persons in the capacities and on the
dates indicated.
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<PAGE>
SIGNATURES TITLE DATE
---------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/Howard Solomon President, July 31, 1994
- ---------------------------- Chief Executive
Howard Solomon Officer and
Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/Kenneth E. Goodman Vice President- July 31, 1994
- ---------------------------- Finance
Kenneth E. Goodman
DIRECTORS:
/s/George S. Cohan Director July 31, 1994
- ---------------------------
George S. Cohan
/s/William J. Candee, III Director July 31, 1994
- ---------------------------
William J. Candee, III
/s/Dan L. Goldwasser Director July 31, 1994
- ---------------------------
Dan L. Goldwasser
/s/Joseph Martin Schor Director July 31, 1994
- ---------------------------
Joseph Martin Schor
II-5
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<PAGE>
EXHIBIT 5
PAGE
<PAGE>
August 2, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Forest Laboratories, Inc. (the "Company")
- Registration Statement on Form S-3
covering 107,769 Shares of the Company's
Common Stock, par value $.10
------------------------------------------
Gentlemen:
We have been requested by the Company, a Delaware
corporation, to furnish you with our opinion as to the matters
hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an
aggregate of 107,769 shares of the Company's common stock, par
value $.10 per share (the "Common Stock"). All of the shares of
Common Stock covered by the Registration Statement will be
offered by certain shareholders (the "Shareholder Shares") which
acquired such shares pursuant to an Acquisition Agreement and an
Agreement and Plan of Merger as more fully described in the
Registration Statement.
In connection with this opinion, we have examined the
Registration Statement, the Certificate of Incorporation and By-
laws of the Company, each as amended to date, copies of the
records of corporate proceedings of the Company, copies of each
of the Acquisition Agreement and Agreement and Plan of Merger
above referred to and such other documents as we have deemed
necessary to enable us to render the opinion hereinafter
expressed.
Based upon and subject to the foregoing, we are of the
opinion that the Shareholder Shares, when sold in the manner
described in the Registration Statement, will be legally issued,
fully paid and non-assessable.
PAGE
<PAGE>
Securities and Exchange
Commission
August 2, 1994
Page 2
We render no opinion as to the laws of any jurisdiction
other than the internal laws of the State of New York and the
internal corporate law of the State of Delaware.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the reference of our
name under the caption "Legal Opinions" in the prospectus
included in the Registration Statement.
Very truly yours,
/s/ Dornbush Mensch Mandelstam
& Schaeffer
DORNBUSH MENSCH MANDELSTAM &
SCHAEFFER
DMM&S/ejc
PAGE
<PAGE>
EXHIBIT 24(a)
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Forest Laboratories, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our
reports dated May 2, 1994, relating to the consolidated financial statements
of Forest Laboratories, Inc. and Subsidiaries, included or incorporated by
reference in the Forest Laboratories, Inc. Annual Report on Form 10-K for the
year ended March 31, 1994.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman
-----------------------
BDO Seidman
New York, New York
July 31, 1994
