<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
K-V PHARMACEUTICAL COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 43-0618919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2503 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63144
(Address of Principal Executive Offices) (Zip Code)
SPECIAL STOCK OPTION AGREEMENTS
(Full title of the Plan)
ALAN G. JOHNSON
SECRETARY
K-V PHARMACEUTICAL COMPANY
2503 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI
(Name and address of agent for service)
(314) 645-6600
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
DOUGLAS J. BATES, ESQ.
GALLOP, JOHNSON & NEUMAN, L.C.
101 SOUTH HANLEY ROAD, SUITE 1600
ST. LOUIS, MISSOURI 63105
(314) 862-1200
<TABLE>
==================================================================================
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate
to be to be price offering Amount of
registered registered<F1> per share<F2> price registration fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 141,400 $4.00 $565,600 $195.03
Common Stock
par value
$.01 per share
Class B 141,400 $4.00 $565,600 $195.03
Common Stock
par value
$.01 per share
==================================================================================
<FN>
<F1> Represents the number of shares of common stock issuable
pursuant to the Special Stock Option Agreements.
<F2> Calculated upon the basis of the price at which the option
may be exercised in accordance with Rule 457(h).
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference the following
documents previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Securities Act of 1933, as
amended (the "Securities Act"):
(a) The Registrant's Annual Report on Form 10-K for the year
ended March 31, 1995;
(b) The Registrant's definitive proxy statement on Schedule 14A
for the 1995 Annual Meeting of Shareholders;
(c) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1995 and September 30, 1995; and
(d) The description of the Registrant's Class A and Class B
common stock, which is contained in a registration statement on
Form S-1 (No. 33-39423) filed by the Registrant under the
Securities Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all
such securities 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 of such documents. Any
statement contained in a document incorporated by reference herein
and filed prior to the filing hereof shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein modifies or supersedes
such statement, and any statement contained herein or in any other
document 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 in any other subsequently
filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such 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 OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby is being passed
upon by Gallop, Johnson & Neuman, L.C. Members of such firm are
the beneficial owners of 144,500 shares of the Registrant's Class
A common stock and 144,500 shares of the Registrant's Class B
common stock. Mr. Alan G. Johnson, a member of the firm, serves as
a director and secretary of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification by a corporation of certain
officers, directors, employees and agents. Consistent therewith,
Article IX of the Registrant's Bylaws requires that the Registrant
indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. In addition, Article IX
states that the Registrant shall indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding
II-1
<PAGE> 3
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is an officer, director, employee or agent of the
Registrant, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorney's fees), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner that the person believed
was not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful. If a person is a party
to or threatened to made a party to any threatened, pending action
or suit by or in the right of the Registrant to procure a judgment
in the Registrant's favor by reason of the fact that the person is
a director, officer, employee or agent of the Registrant, the
person is entitled to indemnification on the same terms set forth
above except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Expenses incurred by
an officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the Registrant in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer, director,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Registrant as authorized. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
The Registrant has procured and intends to maintain a policy of
insurance under which the directors and officers of the Registrant
will be insured, subject to the limits of the policy, against
certain losses arising from claims made against such directors and
officers by reason of any acts or omissions covered under such
policy in their respective capacities as directors or officers,
including liabilities under the Securities Act attributable to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration
statement or incorporated by reference herein.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
10.1 Form of Special Stock Option Agreements
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
</TABLE>
II-2
<PAGE> 4
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent
post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that the information required to be included in
a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii)
may be contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act and
incorporated by reference herein.
(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 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)-(g) Not Applicable.
(h) 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 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.
(i) Not Applicable.
(j) Not Applicable.
II-3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
--------------
Act of 1933, as amended, 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 St. Louis, State of Missouri, on
January 16, 1996.
K-V Pharmaceutical Company
Date: January 16, 1996 By: /s/ Gerald R. Mitchell
-----------------------
Gerald R. Mitchell
Vice President
POWER OF ATTORNEY
We, the undersigned officers and directors of K-V Pharmaceutical
Company hereby severally and individually constitute and appoint
Alan G. Johnson and Gerald R. Mitchell, and each of them, the true
and lawful attorneys and agents of each of us to execute in the
name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this registration
statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the other and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such
amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<C> <S> <C>
/s/ Marc S. Hermelin Director and Vice-Chairman January 16, 1996
- -------------------- of the Board (Principal
Marc S. Hermelin Executive Officer)
/s/ Gerald R. Mitchell Vice President,Finance January 16, 1996
- ---------------------- (Principal Financial and
Gerald R. Mitchell Accounting Officer)
/s/ Victor M. Hermelin Director and Chairman of January 16, 1996
- ---------------------- the Board
Victor M. Hermelin
/s/ Alan G. Johnson Director and Secretary January 16, 1996
- -------------------
Alan G. Johnson
/s/ Garnet E. Peck, Ph.D. Director January 16, 1996
- -------------------------
Garnet E. Peck, Ph.D.
</TABLE>
II-4
<PAGE> 6
FORM S-8
K-V PHARMACEUTICAL COMPANY
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<C> <S> <C>
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
10.1 Form of Special Stock Option Agreement.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1).
24.1 Power of Attorney
(included on signature page of the registration statement).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
------------------
<PAGE> 2
January 16, 1996
K-V Pharmaceutical Company
2503 S. Hanley Road
St. Louis, MO 63144
Re: Registration Statement on Form S-8
Stock Option Agreement
Gentlemen:
We have acted as counsel for K-V Pharmaceutical Company, a
Delaware corporation (the "Company"), in connection with the
various legal matters relating to the filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to an aggregate of
141,400 shares of the Class A common stock, $0.01 par value per
share, and 141,400 shares of the Class B common stock, $0.01 par
value per share, of the Company (collectively, the "Common Stock"),
to be issued pursuant to the Special Stock Option Agreements.
We have examined such corporate records of the Company, such
laws and other information as we have deemed relevant, including
the Company's Certificate of Incorporation, Bylaws, resolutions
adopted by the Board of Directors and Stockholders of the Company
and certificates received from state officials and from officers of
the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified photostatic or conformed
copies, and the correctness of all statements submitted to us by
officers of the Company.
Based solely on the foregoing, the undersigned is of the
opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
2. The Common Stock being offered by the Company, if issued
in accordance with the terms of the Special Stock Option
Agreements, will be validly issued, fully paid and non-assessable.
<PAGE> 3
K-V Pharmaceutical Company
January 16, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of
the Common Stock.
Very truly yours,
GALLOP, JOHNSON & NEUMAN, L.C.
<PAGE> 1
NEITHER THIS INSTRUMENT NOR THE SHARES OF CLASS B COMMON STOCK
(THE "CLASS B STOCK") OF KV PHARMACEUTICAL COMPANY (THE "COMPANY")
WHICH MAY BE ACQUIRED BY THE EXERCISE OF THE RIGHTS GRANTED
HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), IN RELIANCE ON THE EXEMPTION PROVIDED BY
SECTION 4(1) OF THE 1933 ACT, OR UNDER ANY STATE SECURITIES LAW IN
RELIANCE ON ANALOGOUS EXEMPTIONS. NEITHER THIS INSTRUMENT NOR ANY
OF SUCH UNDERLYING SHARES, ONCE PURCHASED, MAY BE RESOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME ABSENT EITHER
REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES
LAWS OR DELIVERY TO THE COMPANY OF ADVANCE NOTICE OF THE INTENDED
SALE, TRANSFER OR OTHER DISPOSITION AND, IF REQUESTED BY THE
COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER THOSE LAWS FOR SUCH SALE,
TRANSFER OR OTHER DISPOSITION AND THAT ANY SUCH SALE, TRANSFER OR
OTHER DISPOSITION WILL NOT BE IN VIOLATION OF THE 1933 ACT OR
APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.
BY ACCEPTING THIS INSTRUMENT, THE HOLDER HEREOF AGREES THAT THIS
INSTRUMENT AND ANY SHARES OF CLASS B STOCK RECEIVED UPON THE
EXERCISE OF THE PURCHASE RIGHT GRANTED HEREUNDER ARE OR WILL BE
TAKEN FOR INVESTMENT AND NOT WITH A VIEW TOWARD THE TRANSFER OR
DISTRIBUTION OF ANY PORTION HEREOF OR THEREOF IN THE ABSENCE OF
REGISTRATION THEREOF UNDER THE 1933 ACT OR THE AVAILABILITY OF AN
EXEMPTION FROM SUCH REGISTRATION IN CONNECTION WITH ANY SUCH
DISPOSAL, AS CONTEMPLATED IN THE PRECEDING PARAGRAPH.
STOCK OPTION AGREEMENT
----------------------
To Purchase Shares of
Class B Common Stock of
KV PHARMACEUTICAL COMPANY
THIS CERTIFIES THAT ------------------------- is hereby
granted the option to purchase, at the option price of $------- per
share, all or any part of -----------------------------------------
fully paid and non-assessable shares of the Class B common stock,
par value $0.01 per share, of KV Pharmaceutical Company, a Delaware
Corporation (hereinafter called the "Company"), upon and subject to
the following terms and conditions:
This Option and all rights to purchase shares hereunder shall
expire February 18, 1996 (hereinafter called the "Expiration
Date").
This Option and all rights hereunder shall be assignable and
transferable, subject to the provisions hereof.
This Option shall be exercisable from time to time as to all
or any of the shares purchasable hereunder.
<PAGE> 2
This Option may be exercised from time to time only by
delivery to the Company at its main office (attention of the
Secretary) of a duly signed notice in writing stating the number of
shares with respect to which this Option is being exercised and the
time and date of delivery thereof, which time and date of delivery
shall be during the normal business hours of the Company on a
regular business day not less than fifteen (15) days after the
giving of such notice unless an earlier date has been mutually
agreed upon; provided, however, that not less than ten (10) shares
may be purchased at any one time unless the number purchased is the
total number then purchasable hereunder; and provided further that
this Option may not be exercised at any time when this Option or
the granting or exercise hereof violates any law or governmental
order or regulation. At the time of delivery specified in such
notice, the Company shall, without transfer or issue tax to the
holder (or other person entitled to exercise this Option) transfer
and set aside for the benefit of the holder (or other person
entitled to exercise this Option) a certificate or certificates out
of the Company's theretofore authorized but unissued or reacquired
shares of Class B common stock, par value $.01 per share, as the
Company may elect (with appropriate legend thereon, if deemed
necessary by the Company, containing the representation by the
person exercising the Option that the shares purchased shall be for
investment purposes and not with a view to resale or distribution)
against payment of the option price in full for the number of
shares purchased by either (i) cash (including a certified or bank
cashier's check or the equivalent thereof), or (ii) at the
discretion of the Board of Directors of the Company, by delivering
at fair market value, as determined by the Board of Directors,
Company common stock already owned by the holder hereof, or (iii)
any combination of cash and Company common stock, to be held by the
Company and subsequently delivered to the holder (or such other
person) as hereinafter provided. If the holder fails to pay for
any part of the number of shares specified in such notice as
required, the right to purchase such shares may be terminated by
the Board of Directors.
To the extent that this Option has not been exercised in full
prior to its termination or expiration date, whichever occurs
sooner, it shall terminate and become void and of no effect.
Upon payment of the purchase price therefor the Company shall
deliver to the holder, as soon as practicable thereafter,
certificates representing the Class B Common Stock purchased
hereunder (the "Certificates"), free and clear of restrictions
except for the restrictions which are necessary to assure
compliance by the Company and the holder with applicable federal
and state securities laws and/or the listing requirements of any
national securities exchange.
This Option shall not confer upon the holder any right to
remain in the employ of the Company or any subsidiary thereof, if
2
<PAGE> 3
applicable, and shall not confer upon the holder any rights in the
stock of the Company prior to the issuance of a stock certificate
pursuant to the exercise of this Option. No adjustment shall be
made for dividends or other rights for which the record date is
prior to the date such stock certificate is issued.
In the event that the outstanding shares of common stock of
the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, or in the
event that there is a corporate transaction by reason of reorgan-
ization, merger, consolidation, recapitalization, reclassification,
stock split-up, spin-off, combination of shares or dividend payable
in capital stock, this Option shall, to the extent that it has not
been exercised, entitle the holder upon the subsequent exercise of
this Option to such number and kind of securities or other
property, subject to the terms of the Option, to which the holder
would be entitled had the holder actually owned the shares subject
to the unexercised portion of this Option at the time of the
occurrence of such event, and the aggregate purchase price upon the
subsequent exercise of this Option shall be the same as if the
common stock of the Company originally optioned were being
purchased as provided herein. Any such adjustment made by the
Board of Directors shall be conclusive.
The Company may postpone the issuance and delivery of shares
upon any exercise of this Option, if necessary, until admission of
such shares to listing on any stock exchange and completion of
registration and qualification of such shares under any applicable
state or federal law, rule or regulation.
The holder hereof shall make such representations and furnish
such information to the Company as may be appropriate to permit the
Company to issue such shares in compliance with the provisions of
the Securities Act of 1933, as amended (the "Securities Act"), or
any other applicable law, including state securities laws. Without
limiting the generality of the foregoing, if requested by the
Company, the holder will represent, in form acceptable to the
Company, that the holder is purchasing any shares issued pursuant
hereto for investment purposes and not with a view to resale or
distribution. The holder, by acceptance of this Option, hereby
consents to the placing of a restrictive legend on any stock
certificate for shares purchased hereunder, setting forth the
restrictions applicable to the further resale, transfer or other
conveyance thereof without registration under the Securities Act or
other applicable law or the availability of an exemption from
registration thereunder and to the placing of transfer restrictions
on the records of the transfer agent for such shares. In addition,
the holder hereof will not thereafter resell, transfer or otherwise
convey any shares purchased hereunder without compliance with one
of the following three conditions: (1) an opinion of the holder's
counsel is received, in form and substance satisfactory to counsel
3
<PAGE> 4
for the Company, that registration under the Securities Act and
applicable state securities laws is not required; or (2) such
shares have been registered for sale under the Securities Act and
any applicable state securities laws; or (3) a "no-action" letter
is received from the staff of the Securities and Exchange
Commission and from applicable state securities agencies, based on
an opinion of the holder's counsel in form and substance reasonably
satisfactory to counsel for the Company, advising that registration
under the Securities Act is not required.
A determination by the Board of Directors of any question
which may arise with respect to the interpretation and construction
of the provisions of this Option shall be final.
WITNESS the seal of the Company and the signatures of its duly
authorized officers.
Dated: -----------------
(Corporate Seal) KV PHARMACEUTICAL COMPANY
ATTEST:
By -----------------------
- -----------------------------
Secretary
ACCEPTED:
- -------------------------------------
- ----------------------, Option Holder
35029.1
4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
---------------------------------
<PAGE> 2
We consent to the incorporation by reference in this registration
statement of KV Pharmaceutical Company on Form S-8 of our report
dated June 28, 1995, on our audits of the consolidated financial
statements and financial statement schedules of KV Pharmaceutical
Company as of March 31, 1995 and 1994, and for the years ended
March 31, 1995, 1994 and 1993, which report is included in the
Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
St. Louis, Missouri
January 12, 1996
