<PAGE> 1
Registration No.
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As filed with the Securities and Exchange Commission on December 4, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DURAMED PHARMACEUTICALS, INC.
(Exact name of issuer as specified in its charter)
Delaware 11-2590026
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(State of Incorporation) (I.R.S. Employer Identification No.)
7155 East Kemper Road, Cincinnati, Ohio 45249
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(Address of Principal Executive Offices) (Zip Code)
1988 STOCK OPTION PLAN
(Full Title of the Plan)
Timothy E. Hoberg, Esq.
Taft, Stettinius & Hollister
1800 Star Bank Center
Cincinnati, Ohio 45202
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 381-2838
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, par 2,000,000 $7.0625 $14,125,000 $4,280
value $.01 shares
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<FN>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Duramed Pharmaceuticals, Inc. as may
become issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the high and low prices of the Common Stock on November 29,
1996, on the Nasdaq National Market.
</TABLE>
This Registration Statement also relates to Form S-8 Registration Statements No.
33-24122, 33-30716, and 33-68474 of the Registrant.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance with
General Instruction E to Form S-8, incorporates by reference the contents of
Form S-8 Registration Statements No. 33-24122, 33-30716, and 33-68474.
Item 5. Interests of Named Experts and Counsel
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The legality of the shares of Common Stock registered hereby has
been passed upon by Taft, Stettinius & Hollister, Cincinnati, Ohio. Timothy E.
Hoberg, a partner in that firm, is Assistant Secretary of the registrant. As of
November 1, 1996, partners and associates of that firm owned beneficially
approximately 25,430 shares of the registrant's Common Stock.
Item 8. Exhibits
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<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
4.1 Certificate of Designation, Preferences and Rights of Series A Preferred Stock*
4.2 Certificate of Designation, Preferences and Rights of Series B Preferred Stock**
4.4 Certificate of Designation of 8% Cumulative Convertible Preferred Stock, Series D***
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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<FN>
* Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1988, and incorporated herein by reference.
** Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by reference.
*** Filed as an exhibit to Registration Statement No. 333-06901 and
incorporated herein by reference.
</TABLE>
Item 9. Undertakings
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(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
<PAGE> 3
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 Cincinnati, State of Ohio
as of the 29th day of November, 1996.
DURAMED PHARMACEUTICALS, INC.
By /s/ E. Thomas Arington
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E. Thomas Arington, President and Chief
Executive Officer
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 indicated as of the 29th day of November, 1996.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ E. Thomas Arington Chairman of the Board, President and
- --------------------------- Chief Executive Officer
E. Thomas Arington (principal executive officer)
/s/ Timothy J. Holt Senior Vice-President - Finance and Administration,
- --------------------------- Treasurer (principal financial and accounting officer)
Timothy J. Holt
/s/ George W. Baughman* Director
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George W. Baughman
/s/ Derek G. Layton* President, Duramed Europe, Ltd. and Director
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Derek G. Layton
/s/ Stanley L. Morgan* Director
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Stanley L. Morgan
/s/ S. Sundararaman* Director
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S. Sundararaman
*Pursuant to Power of Attorney
/s/ Timothy J. Holt
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Timothy J. Holt
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 1
Exhibit 5
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
December 3, 1996
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Duramed Pharmaceuticals, Inc.
1988 Stock Option Plan
----------------------
Dear Sir or Madam:
We have acted as counsel for Duramed Pharmaceuticals, Inc., a Delaware
corporation (the "Corporation"), in connection with its 1988 Stock Option Plan
(the "Plan"). We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion and, based thereupon, we are
of the opinion that the shares of common stock, $.01 par value, of the
Corporation which may be issued or transferred and sold pursuant to the Plan
will be, when issued or transferred in accordance with the terms of the Plan,
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of 2,000,000 additional shares to be issued or transferred and sold
pursuant to the Plan.
TAFT, STETTINIUS & HOLLISTER
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement (Form S-8)
of Duramed Pharmaceuticals, Inc. for the registration of 2,000,000 shares of its
common stock in connection with its 1988 stock option plan and to the
incorporation by reference herein of our report dated March 27, 1996 with
respect to the consolidated financial statements and schedule of Duramed
Pharmaceuticals, Inc. included in its Annual Report, as amended, (Form 10K/A)
for the year ended December 31, 1995 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
December 3, 1996
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Duramed Pharmaceuticals,
Inc., hereby appoint E. Thomas Arington and Timothy J. Holt, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our names and on our behalf in our capacities indicated below, which said
attorneys and agents, or each of them, may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with a Registration Statement on Form S-8 to be filed in
connection with the corporation's 1988 Stock Option Plan including, without
limitation, power and authority to sign for us, or any of us, in our names in
the capacities indicated below, any and all amendments to such Registration
Statement, and we hereby ratify and confirm all that said attorneys and agents,
or each of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Power of Attorney has been signed below by the following
persons as of the 22nd day of November, 1996, in the capacities indicated:
Signature Title
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E. Thomas Arington Chairman of the Board
/s/ George W. Baughman Director
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George W. Baughman
/s/ Derek G. Layton Director
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Derek G. Layton
/s/ Stanley L. Morgan Director
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Stanley L. Morgan
/s/ S. Sundararaman Director
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S. Sundararaman
