Registration No. 33-_______________.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
---------------------------
Mylan Laboratories Inc.
(Exact Name of Issuer as specified in its charter)
Pennsylvania 25-1211621
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)
Mylan Laboratories Inc.
1997 Incentive Stock Option Plan
(Full Title of Plan)
Milan Puskar
Chief Executive Officer
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 232-0100
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
David G. Edwards, Esquire
Doepken Keevican & Weiss
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
- ----------------|--------------|----------------|-----------------|------------
Title of |Amount to be |Proposed Maximum|Proposed Maximum |Amount of
Securities |Registered (1)|Offering Price | Aggregate |Registration
to be Registered| | per Share (2) |Offering Price(2)|Fee (2)
- ----------------|--------------|----------------|-----------------|------------
Common Stock 10,000,000 $21.89 $218,901,647.40 $75,483.33
$.01 par value
(1) Plus any additional shares that may hereafter become issuable as a
result of the adjustment and antidilution provisions of the Registrant's 1997
Incentive Stock Option Plan.
(2) Estimated for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of the exercise price per share of
outstanding options for 802,000 shares at $16.6875 per share; and (ii) pursuant
to Rule 457(c) for the remaining 9,198,000 shares registered hereunder, being
the average ($22.3438) of the high ($22.6875) and low ($22.00) prices for the
Registrant's Common Stock on the New York Stock Exchange on September 12, 1997.
In accordance with Rule 464 under the Securities Act of 1933, as amended,
this Registration Statement is effective automatically on the date of filing
with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants by Mylan
Laboratories Inc. (the "Company") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of Common Stock to be acquired by "affiliates" of the
Company (as defined in Rule 405 under the Securities Act) upon the exercise by
such affiliates of options to purchase Common Stock heretofore or hereafter
granted under the Company's 1997 Incentive Stock Option Plan.
REOFFER PROSPECTUS
This Prospectus is being used in connection with the offering from time to
time by participants ("Eligible Shareholders") in the 1997 Incentive Stock
Option Plan of Mylan Laboratories Inc., a Pennsylvania corporation (the
"Company"), who may be deemed "affiliates" of the Company, as defined in Rule
405 under the Securities Act of 1933, as amended (the "Securities Act"), of
shares of common stock, par value $.01 per share, of the Company ("Common
Stock") that may be acquired by them upon the exercise of options granted to
them under the Company's 1997 Incentive Stock Option Plan ("Options").
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Eligible Shareholders. Alternatively, the Eligible
Shareholders may sell the shares of Common Stock in one or more transactions
(which may involve one or more block transactions) on the New York Stock
Exchange in separately negotiated transactions, or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices. Some or all of the shares of Common
Stock may be sold through brokers acting on behalf of the Eligible Shareholders
or to dealers for resale by such dealers, and in connection with such sales,
such brokers or dealers may receive compensation in the form of discounts or
commissions from the Eligible Shareholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company will, with respect to
the Company's 1997 Incentive Stock Option Plan, receive the exercise price in
cash upon the exercise of the Options.
The Eligible Shareholders and any dealer participating in the distribution
of any shares of Common Stock or any broker executing selling orders on behalf
of the Eligible Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the shares of Common Stock by them and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Common Stock is traded on the New York Stock Exchange under the symbol
"MYL". On September 12, 1997, the closing price of the Common Stock as reported
on the New York Stock Exchange was $22.6875 per share.
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 date of this Prospectus is September 17, 1997
1
<PAGE>
TABLE OF CONTENTS
Page
Available Information ...........................................2
Incorporation of Certain Documents by Reference..................3
The Company......................................................3
Use of Proceeds..................................................3
Persons Eligible to Sell Shares..................................4
Plan of Distribution.............................................5
Legal Matters....................................................5
Experts..........................................................5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), in Washington, D.C., a Registration Statement on Form S-8,
together with all amendments and exhibits thereto (the "Registration Statement")
under the Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. Statements made in the Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
may be obtained upon written request from the Public Reference Section of the
Commission at the address set forth above upon payment of prescribed fees. The
Commission also maintains a Web site at "http://www.sec.gov" which contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information may be inspected at the Public Reference Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the Commission's Web site identified above, and copies of
such material may be obtained upon written request from the Public Reference
Section of the Commission upon payment of prescribed fees.
The Common Stock of the Company is listed on the New York Stock Exchange
and such reports, proxy material and other information are also available for
inspection at the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended March 31, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
3. The description of the Company's Common Stock included in the
Registration Statement on Form 8-A filed April 3, 1986.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus, or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus, 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 the Registration Statement or this Prospectus.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Prospectus), other documents required to
be delivered to eligible participants pursuant to Rule 428(b) or additional
information about the Company's 1997 Incentive Stock Option Plan are available
without charge by contacting: Patricia A. Sunseri, Vice President - Investor and
Public Relations, Mylan Laboratories Inc., 130 Seventh Street, 1030 Century
Building, Pittsburgh, Pennsylvania 15222, telephone (412) 232-0100.
THE COMPANY
The Company, directly and through subsidiaries, is engaged in the
development, licensing, manufacturing, marketing and distribution of generic and
proprietary pharmaceutical and wound care products. Through its subsidiary,
Mylan Pharmaceuticals Inc., the Company is recognized as one of the leaders in
the generic pharmaceutical industry. The Company was incorporated in
Pennsylvania in 1970. The Company maintains its headquarters at 130 Seventh
Street, 1030 Century Building, Pittsburgh, Pennsylvania 15222, telephone (412)
232- 0100.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Eligible Shareholders. However, if the holders of Options
exercise such Options in order to sell the underlying shares (which are
registered hereby), the Company will receive the amount of the exercise price of
any Options so exercised. The Company cannot predict when or if it will receive
proceeds from the exercise of Options, or the amount of any such proceeds. The
Company intends to use the proceeds, if any, received from the exercise of
Options for working capital purposes. See "Plan of Distribution."
3
<PAGE>
PERSONS ELIGIBLE TO SELL SHARES
The following table sets forth certain information regarding the shares of
Common Stock issuable upon the exercise of Options held by participants in the
Company's 1997 Incentive Stock Option Plan who may be deemed "affiliates" of the
Company, as defined in Rule 405 under the Securities Act, who are eligible to
sell shares, whether or not they have a present intention of doing so. No such
Eligible Shareholder has advised the Company of any present intention of selling
any of the shares eligible to be sold (which shares are deemed to be offered
hereby). In cases where the Eligible Shareholder serves or has served within the
past three years as an officer, director or employee of the Company or any of
its subsidiaries or has had another material relationship with the Company, this
relationship is noted. All of the shares offered hereby are shares issued or
issuable upon the exercise of Options granted under the Company's 1997 Incentive
Stock Option Plan. This Prospectus may be supplemented from time to time to
include the names of affiliates of the Company who may from time to time be
awarded Options and the number of shares of Common Stock issuable upon the
exercise thereof which may be resold in reliance on this Prospectus.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Owned Eligible
Name Position Prior to Offering(1) to be Sold(2)
- ---------------- ----------------------------- -------------------- ----------------
<S> <C> <C> <C>
Milan Puskar Chairman, Chief Executive 2,500,000 50,000
Officer, President and Director
Dana G. Barnett Executive Vice President and 267,571 40,000
Director
C.B. Todd Senior Vice President and 567,316 40,000
Director
Roderick P. Jackson Senior Vice President 247,250 40,000
Louis J. DeBone Vice President 135,000 30,000
Patricia A. Sunseri Vice President and Director 478,750 30,000
John P. O'Donnell Vice President-Research and 161,300 30,000
Quality Control
Roger L. Foster Vice President and General 69,800 30,000
Counsel
Frank A. DeGeorge Director of Corporate Finance 57,350 10,000
and Chief Accounting Officer
</TABLE>
- ----------------------
(1)Includes (i) shares owned of record, (ii) shares issuable upon the
exercise of options (including the Options) which are currently exercisable or
exercisable within 60 days from the date of this Prospectus, and (iii) shares
otherwise beneficially owned.
(2)No such Eligible Shareholder has advised the Company of any present
intention of selling any of the shares eligible to be sold (which shares are
deemed to be offered hereby). However, if all of the shares eligible to be sold
are sold in this offering, then, following the offering, each Eligible
Shareholder would be deemed to own the number of shares shown in the column
titled "Shares Beneficially Owned Prior to the Offering" less the number shown
in the column titled "Shares Eligible to be Sold." In each such instance, the
percentage of ownership of the Eligible Shareholder would be less than 1% of all
outstanding shares of Common Stock, except for Mr. Puskar, whose percentage of
ownership would be 2%.
4
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to purchasers in
regular way brokerage transactions on the New York Stock Exchange or in
privately negotiated transactions. Sales effected through the facilities of the
New York Stock Exchange or otherwise will be effected at such prices as may be
obtainable and are satisfactory to the respective Eligible Shareholders.
Each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices. Some or all of the shares of Common Stock may
be sold through brokers acting on behalf of the Eligible Shareholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from the Eligible Shareholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company will, with respect to
the Stock Option Plan, receive the exercise price in cash upon the exercise of
the Options.
The Eligible Shareholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker executing selling orders on
behalf of the Eligible Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event any profit on the sale of any
or all of the shares of Common Stock by them and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
Any broker or dealer participating in any distribution of shares of Common
Stock in connection with this offering may be deemed to be an "underwriter"
within the meaning of the Securities Act and if so deemed will be required to
deliver a copy of this Prospectus, including a Prospectus Supplement, if
required, to any person who purchases any of the shares of Common Stock from or
through such broker or dealer.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the shares of
Common Stock may not be sold unless they have been registered or qualified for
sale in such state or an exemption from such registration or qualification
requirement is available and is complied with.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Doepken, Keevican &Weiss Professional Corporation,
Pittsburgh, Pennsylvania.
EXPERTS
The consolidated financial statements of the Company as of March 31, 1997
and 1996 and for each of the three years in the period ended March 31, 1997
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended March 31, 1997, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of Somerset Pharmaceuticals, Inc. as
of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996 incorporated in this Prospectus by reference from the
Annual Report on Form 10-K of Mylan Laboratories Inc. for the year ended March
31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by
5
<PAGE>
reference, and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended March 31, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
3. The description of the Company's Common Stock included in the
Registration Statement on Form 8-A filed April 3, 1986.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Doepken, Keevican &Weiss Professional Corporation,
Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of
Doepken Keevican & Weiss, is also a Director and Secretary of, and General
Counsel to, the Company.
Item 6. Indemnification of Directors and Officers
In accordance with the Pennsylvania Business Corporation Law (the "PBCL"),
the Company's By-Laws provide that a director of the Company shall not be
personally liable for monetary damages for any action taken, or any failure to
take any action, unless the director has breached or failed to perform the
duties required under Pennsylvania law and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
As permitted by PBCL, the Company's By-Laws provide that directors and
officers of the Company are indemnified under certain circumstances for
expenses, judgments, fines or settlements incurred in connection with suits and
other legal proceedings. The PBCL allows indemnification in cases where the
person "acted in good faith and in a manner he reasonably believed to be in, or
not opposed to the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
4.1 Mylan Laboratories Inc. 1997 Incentive Stock Option Plan (included as
Annex A to Definitive Proxy Statement filed with the Commission on
June 2, 1997).
6
<PAGE>
4.2 Amended and Restated Articles of Incorporation of the Company.
4.3 Bylaws of the Company, as amended to date.
5.1 Opinion of Doepken Keevican & Weiss Professional Corporation.
23.1 Consent of Doepken Keevican & Weiss Professional Corporation (included
in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP relating to its report regarding
Mylan Laboratories Inc.
23.3 Consent of Deloitte & Touche LLP relating to its report regarding
Somerset Pharmaceuticals, Inc.
24.1 Powers of Attorney (included on signature page of the Registration
Statement).
Item 9. Undertakings.
The 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 1933;
(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 thereof) 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 paragraphs (1)(i) and (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.
(3) 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(4) 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.
7
<PAGE>
(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
person of 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.
8
<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 the City of Pittsburgh, State of Pennsylvania, on September 17,
1997.
Mylan Laboratories Inc.
(Registrant)
By: /s/ Milan Puskar
Milan Puskar, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, each of the
members of the registrant's Stock Option Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Pittsburgh, State of Pennsylvania, on September
17, 1997.
/s/ Laurence S. DeLynn
Laurence S. DeLynn,
Member of Stock Option Committee
/s/ John C. Gaisford
John C. Gaisford, M.D.,
Member of Stock Option Committee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Milan Puskar and Patricia A. Sunseri and each of
them, with full power to act without the other, 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 to this Registration Statement, including post-effective
amendments, 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 connection therewith, 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 of any of them, or any substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
9
<PAGE>
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.
SIGNATURE TITLE DATE
- -------------------------------------------------------------------------------
/s/ Milan Puskar Chairman, Chief Executive September 17, 1997
Milan Puskar and President
/s/ Dana G. Barnett Executive Vice President September 17, 1997
Dana G. Barnett and Director
/s/ Laurence S. DeLynn Director September 17, 1997
Laurence S. DeLynn
/s/ Robert W. Smiley Secretary and Director September 17, 1997
Robert W. Smiley
/s/ Patricia A. Sunseri Vice President and Director September 17, 1997
Patricia A. Sunseri
/s/ John C. Gaisford Director September 17, 1997
John C. Gaisford, M.D.
/s/ C.B. Todd Senior Vice President September 17, 1997
C.B. Todd and Director
/s/ Frank A. DeGeorge Director of Corporate Finance September 17, 1997
Frank A. DeGeorge as Chief Accounting Officer
10
<PAGE>
EXHIBIT 5.1
DOEPKEN KEEVICAN & WEISS
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
September 17, 1997
Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
RE: Mylan Laboratories Inc.
Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Mylan Laboratories Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration with the
Securities and Exchange Commission (the "SEC") by the Company of 10,000,000
shares of the Company's common stock (the "Common Stock") pursuant to the
Securities Act of 1933, as amended (the "Act").
In connection with the registration, we have examined the following:
(a) The Certificate of Incorporation and By-laws of the Company,
each as amended to date;
(b) The Registration Statement on Form S-8 (the "Registration
Statement"), including the Reoffer Prospectus which is a part
thereof (the "Prospectus"), relating to the Common Stock, as
filed with the SEC;
(c) The Mylan Laboratories Inc. 1997 Incentive Stock Option Plan
(the "Plan"); and
(d) Such other documents, records, opinions, certificates and
papers as we have deemed necessary or appropriate in
order to give the opinions hereinafter set forth.
11
<PAGE>
Mylan Laboratories Inc.
September 17, 1997
Page 2
The opinions hereinafter expressed are subject to the following
qualifications and assumptions :
(i) In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us
as originals and the conformity of all documents submitted to
us as copies to the originals thereof.
(ii) As to the accuracy of certain factual matters, we have relied
on the certificates of officers of the Company and
certificates, letters, telegrams or statements of public
officials.
(iii) We express no opinion on the laws of any jurisdiction other
than the United States of America and the Pennsylvania
Business Corporation Law.
Based upon and subject to the foregoing, we are pleased to advise you
that, insofar as the laws of the Commonwealth of Pennsylvania and the United
States of America are concerned, it is our opinion that the 10,000,000 shares of
Common Stock to be issued under the Plan and sold by the Company pursuant to the
Registration Statement, have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus in
connection with the matters referred to under the caption "Legal Matters."
Very truly yours,
/s/ Doepken Keevican & Weiss
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
12
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Mylan Laboratories Inc. on Form S-8 of our report dated April 30, 1997,
incorporated by reference in the Annual Report on Form 10-K of Mylan
Laboratories Inc. for the year ended March 31, 1997, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 16, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Mylan Laboratories Inc. on Form S-8 of our report dated February 6, 1997, except
for Note 12, as to which the date is March 7, 1997, relating to the consolidated
financial statements of Somerset Pharmaceuticals, Inc. and subsidiaries as of
December 31, 1996 and 1996 and for each of the three years in the period ended
December 31, 1996, appearing in the Annual Report on Form 10-K of Mylan
Laboratories Inc. for the year ended March 31, 1997 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 16, 1997
<PAGE>
