<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1997.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------
DURAMED PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 11-2590026
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
7155 EAST KEMPER ROAD
CINCINNATI, OHIO 45249
(513) 731-9900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------
E. THOMAS ARINGTON
DURAMED PHARMACEUTICALS, INC.
7155 EAST KEMPER ROAD
CINCINNATI, OHIO 45249
(513) 731-9900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
TIMOTHY E. HOBERG
TAFT, STETTINIUS & HOLLISTER
1800 STAR BANK CENTER
425 WALNUT STREET
CINCINNATI, OHIO 45202
-----------------------
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement shall become effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE> 2
If any of the securities being registered 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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
__________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum registration fee
registered offering price aggregate
per unit (1) offering price(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,976,246 shares $4.25 $12,649,045 $3,833
$.01 par value
per share
================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market
on June 10, 1997.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
PROSPECTUS
2,976,246 SHARES
DURAMED PHARMACEUTICALS, INC.
COMMON STOCK
This Prospectus relates to up to 2,976,246 shares of the common stock,
$.01 par value (the "Common Stock"), of Duramed Pharmaceuticals, Inc. (the
"Company").
On June __, 1997, the closing price of the Common Stock as reported on
the Nasdaq National Market was $______ 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.
---------------------
All of the shares of Common Stock offered hereby (the "Shares") are
being sold for the accounts of and by the persons named under the caption
"Selling Shareholders." The Selling Shareholders have advised the Company that
these Shares may be sold from time to time on The Nasdaq Stock Market, in the
over-the-counter market or in negotiated transactions, in each case at prices
satisfactory to the seller. See "Plan of Distribution." The Company will not
receive any proceeds from the sale of the Shares.
---------------------
The date of this Prospectus is June __, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "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 of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and may be available at the Commission's
Regional Offices at Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New York, New
York 10048. Copies of such materials may be obtained from the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains an
Internet web site at http://www.sec.gov that contains reports, proxy statements
and other information filed electronically by the Company. This Prospectus does
not contain all the information set forth in the Registration Statement filed
by the Company with respect to the offering made hereby. Copies of the
Registration Statement are available from the Commission.
The Company's Common Stock is quoted on the Nasdaq National Market and
reports and other information concerning the Company also may be inspected and
copied at the offices of The Nasdaq Stock Market, Inc., 9513 Key West Avenue,
Rockville, Maryland 20850.
-------------------
No person has been authorized to give any information or to make on
behalf of the Company or the Selling Shareholders any representations, other
than those contained in this Prospectus, in connection with the offer made
hereby, and, if given or made, any such other information or representation
must not be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any security other than the securities offered
hereby, or an offer to sell or solicitation of an offer to buy such securities
in any jurisdiction in which such offer or solicitation is not qualified or to
any person to whom such offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated by reference herein:
1. The Company's annual report on Form 10-K/A for the year ended
December 31, 1996;
2. The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1997; and
3. The descriptions of the Company's Common Stock and related
Preferred Stock Purchase Rights contained in the Company's Forms
8-A dated December 11, 1986 and January 11, 1989, including any
amendments or reports filed for the purpose of updating such
descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the termination of the offering made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such material. Any statement
-2-
<PAGE> 5
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated
by reference herein (not including exhibits unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Any request for delivery of such information should
be directed to Mr. Timothy J. Holt, Senior Vice President-Finance and
Administration, Duramed Pharmaceuticals, Inc., 7155 East Kemper Road,
Cincinnati, Ohio 45249; telephone (513) 731-9900.
THE COMPANY
Duramed Pharmaceuticals, Inc. currently manufactures and sells a line
of prescription generic drug products in tablet, capsule and liquid forms to
customers throughout the United States. Products sold by the Company include
those of its own manufacture and those which it markets under certain
arrangements with other drug manufacturers. The Company sells its products to
drug wholesalers, private label distributors, drug store chains, health
maintenance organizations, hospitals, nursing homes, retiree organizations,
mail order distributors, other drug manufacturers, mass merchandisers and
governmental agencies.
Duramed is a Delaware corporation formed in 1982. The address of the
principal executive offices of the Company is 7155 East Kemper Road,
Cincinnati, Ohio 45249 and its telephone number is (513) 731-9900.
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information, regarding the number of shares of Common
Stock beneficially owned by the persons listed below as the Selling
Shareholders (the "Selling Shareholders") and the number of shares of the
Common Stock being offered for the account of each Selling Shareholder pursuant
to this Prospectus, has been provided to the Company by the Selling
Shareholders.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock
Shares of Common Common Stock to Be Owned
Name of Selling Stock Beneficially to Be After Completion of
Shareholder Owned Offered Hereby This Offering
- ---------------- ------------------- -------------- -------------------
<S> <C> <C> <C>
Drakefield Corporation (1) 1,182,498 1,182,498 ---
Shepherd Investments 591,249 591,249 ---
International Ltd. (1)
Stark International (1) 591,249 591,249 ---
Stockwell Corporation SA (1) 591,249 591,249 ---
Harlan Kleiman (2) 14,800 14,800 ---
Robert Schacter (2) 4,200 4,200 ---
Steve Lamar (2) 1,100 600 500*
Tom Griesel (2) 400 400 ---
</TABLE>
- ------------------
* Less than 1 percent.
(1) The number of shares shown in the column captioned "Shares of Common
Stock to Be Offered Hereby" for each holder identified by this note
(1) represents the holder's pro rata portion of up to 2,956,246 shares
of Common Stock which may be acquired upon conversion of 100,000
shares of the Company's 5% Cumulative Convertible Preferred Stock,
Series E (the "Series E Shares"). Series E Shares are convertible to
shares of Common Stock, at the option of a holder, at 18% below the
average closing bid price of the Common Stock over the 10-day trading
period ending on the day prior to a holder's date of conversion (the
"Conversion Price"), except that the Conversion Price may not be less
than $1.64 or more than $4.17 and the Company is not required to issue
more than an aggregate of 2,956,246 shares of Common Stock to all
holders of Series E Shares as a result of conversions. Shares of
Common Stock generally will be issued upon conversion on a ratable
basis. Depending upon the timing of any holder's conversion, and the
holder's applicable Conversion Price, however, the number of shares of
Common Stock acquired and offered by that holder could be less or more
than the number indicated.
(2) Shoreline Pacific Institutional Finance, the Institutional Division of
Financial West Group ("Shoreline Pacific"), acted as placement agent
for the Series E Shares and, in that connection, received a commission
as well as warrants to purchase 20,000 shares of Common Stock (the
"Warrants"). Shoreline Pacific subsequently assigned the Warrants to
these holders. The number of shares shown in the column captioned
"Shares of Common Stock to Be Offered Hereby" for each holder
represents shares issuable upon exercise of the Warrants. During 1995
and 1996, Shoreline Pacific also acted as placement agent for the
Company's Series C and Series D Cumulative Convertible Preferred Stock.
Except as described above, none of the Selling Shareholders has, or in
the past has had, any position, office or relationship with the Company (other
than as a security holder) or any of its affiliates.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders
or their pledgees or donees. Such sales may be made on The Nasdaq Stock Market,
in the over-the-counter market or in negotiated transactions, at prices and on
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by means of (a) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account
-4-
<PAGE> 7
pursuant to this Prospectus and/or (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to the sale, which amounts will not be greater than that
normally paid in connection with ordinary trading transactions.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by Taft, Stettinius & Hollister, 1800 Star Bank Center,
Cincinnati, Ohio 45202. Timothy E. Hoberg, a partner of Taft, Stettinius &
Hollister, is Assistant Secretary of the Company. Partners and associates of
that firm beneficially own approximately 26,000 shares of the Company's Common
Stock.
EXPERTS
The consolidated financial statements and schedule of Duramed
Pharmaceuticals, Inc. appearing in Duramed's Annual Report, as amended (Form
10-K/A) for the year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
-5-
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred
in connection with the issuance and distribution of the securities being
registered hereby:
<TABLE>
<S> <C>
SEC registration fee................................ $ 3,833
Nasdaq National Market listing fee.................. 17,500
Accounting fees and expenses........................ 2,500
Legal fees and expenses............................. 7,500
Printing expenses................................... 500
Miscellaneous....................................... 1,000
-------
TOTAL..................................... $32,833
=======
</TABLE>
All of the above expenses other than the SEC registration fee and the
Nasdaq listing fee are estimates. The Company has agreed to pay all of these
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
allows indemnification by the Registrant to any person made or threatened to be
made a party to any proceedings, other than a proceeding by or in the right of
the Registrant, by reason of the fact that such person is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant in a similar capacity with another corporation or
other entity, against expenses, including judgments and fines, if that person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to criminal actions,
in which that person has no reasonable cause to believe that such person's
conduct was unlawful. Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable to the Registrant
unless determined otherwise by the court in which the action was brought.
Indemnifications are to be made by a majority vote of directors who are not
parties to the action or the written opinion of independent counsel or by the
stockholders or by the court. Section 145 also authorizes the Registrant to
purchase insurance against such liabilities.
The Registrant's Certificate of Incorporation provides that the
Registrant shall provide indemnification to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware.
II-1
<PAGE> 9
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No.
-----------
<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 E Preferred
Stock
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
- -----------------
</TABLE>
* 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.
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 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 the 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 the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 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.
II-2
<PAGE> 10
(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) 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 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 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.
*(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.
- ------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.
II-3
<PAGE> 11
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-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN CINCINNATI, OHIO, AS OF THE 12TH DAY OF JUNE, 1997.
DURAMED PHARMACEUTICALS, INC.
BY: /s/ E. Thomas Arington
--------------------------------
E. Thomas Arington
Chairman of the Board, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AS OF THE 12TH DAY OF JUNE, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<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 and Treasurer
Timothy J. Holt (principal financial and accounting officer)
/s/ George W. Baughman* Director
- ---------------------------
George W. Baughman
/s/ Derek G. Layton* President, Duramed Europe, Ltd. and Director
- ---------------------------
Derek G. Layton
/s/ Stanley L. Morgan* Director
- ---------------------------
Stanley L. Morgan
/s/ S. Sundararaman* Director and Secretary
- ---------------------------
S. Sundararaman
</TABLE>
*Pursuant to Power of Attorney
/s/ Timothy J. Holt
- ---------------------------
Timothy J. Holt
Attorney-in-Fact
II-4
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<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 E
Preferred Stock
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
</TABLE>
- ------------------------
* 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.
<PAGE> 1
EXHIBIT 4.2
AMENDED CERTIFICATE OF DESIGNATION OF THE
5% CUMULATIVE PREFERRED STOCK, SERIES E, OF
DURAMED PHARMACEUTICALS, INC.
Duramed Pharmaceuticals, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), does hereby certify as
follows, pursuant to Section 151 of the Delaware General Corporation Law:
FIRST: That the 5% Cumulative Preferred Stock, Series E Certificate of
Designation was filed April 28, 1997 designating One Hundred Thirty Thousand
(130,000) shares of its preferred stock, par value $.001 per share.
SECOND: That none of the 5% Cumulative Preferred Stock, Series E has
been issued.
THIRD: That pursuant to authority vested in the Board of Directors of
the Company (the "Board") by Article IV of the Certificate of Incorporation of
the Company, the Board, at a meeting duly convened and held on the 8th day of
May, 1997, adopted the resolution attached hereto as Exhibit 1, resolving to
decrease the original Certificate of Designation by Thirty Thousand (30,000)
shares and to amend the terms of the series. The number of shares now
authorized to be designated as 5% Cumulative Convertible Preferred Stock,
Series E is One Hundred Thousand (100,000) shares, par value $.001 per share.
IN WITNESS WHEREOF, the Company has caused this Amended Certificate of
Designation to be executed by its duly authorized agents as of this 29th day of
May, 1997.
DURAMED PHARMACEUTICALS, INC.
By: /s/ Timothy J. Holt
---------------------------
Timothy J. Holt
Senior Vice President
<PAGE> 2
EXHIBIT 1
RESOLVED, that the Board having previously authorized the designation
and issuance of 130,000 shares of the series entitled 5% Cumulative Convertible
Preferred Stock, Series E (the "Series E Convertible Preferred Stock") and
pursuant thereto, the Board hereby (a) authorizes the adoption and filing of an
Amended Certificate of Designation reducing the number of authorized shares of
the Series E Convertible Preferred Stock to 100,000 shares with amended terms
substantially as attached hereto and with such final terms as may be approved
by the Chairman of the Board, and (b) authorizes and directs that the Company
reserve and keep available out of its authorized Common Stock the full number
of shares of Common Stock that may be delivered upon conversion of all
outstanding shares of the Series E Convertible Preferred Stock.
<PAGE> 3
AMENDED TERMS OF 5% CUMULATIVE
CONVERTIBLE PREFERRED STOCK, SERIES E
DURAMED PHARMACEUTICALS, INC.(the "Corporation")
1. Designation and Amount. There is hereby established a series of
Preferred Stock to be designated as the "5% Cumulative Convertible Preferred
Stock, Series E" (the "Series E Convertible Preferred Stock") and the number of
shares which shall constitute such series shall be 100,000 shares, with a
stated value (the "Stated Value") of $100 per share.
2. Dividends.
(a) General. The holders of the Series E Convertible
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors out of funds legally available therefor, cumulative preferential
cash dividends, at the rate of 5% of the Stated Value per annum from the date
of issuance (with appropriate proration for any partial dividend period). Such
cumulative dividends shall be payable quarterly in arrears on the fifteenth day
of each January, April, July and October, commencing July 15, 1997.
(b) Dividends Cumulative. Dividends on the Series E
Convertible Preferred Stock shall accrue and be cumulative from the date of
issuance, whether or not earned and whether or not in any dividend period there
shall be surplus or net profits of the Corporation legally available for the
payment of such dividends.
(c) Equality of Shares. No dividend shall be declared or set
apart for any shares of the Series E Convertible Preferred Stock for any period
unless at the same time a like proportionate dividend for the same period shall
be declared or set apart for all shares of the Series E Convertible Preferred
Stock then outstanding and entitled to receive such dividend.
(d) Restrictions with Respect to Junior Shares. So long as
any shares of the Series E Convertible Preferred Stock shall remain
outstanding, no dividend shall be declared or paid or set apart for payment on
the Common Stock or any other series of Preferred Stock unless full dividends
(including interest on any accumulations of dividends) on all outstanding
shares of Series E Convertible Preferred Stock shall have been paid in full for
all past dividend periods and the dividends on all outstanding shares of Series
E Convertible Preferred Stock for the then current dividend period shall have
been paid or declared and sufficient funds set apart for payment thereof.
3. Liquidation Preference.
(a) General. The Series E Convertible Preferred Stock shall
be preferred over the Common Stock and any other class or series of stock
ranking junior to the Series E Convertible Preferred Stock in either payment of
dividends or liquidation (all such junior classes or series of stock including,
without limitation, the Common Stock, hereinafter referred to collectively as
the "Junior Stock"). In the event of any liquidation or dissolution or winding
up of the Corporation, the holders of the Series E Convertible Preferred Stock
shall be entitled to receive, after payment or provision for payment of the
debts and other liabilities of the Corporation, out of the assets of the
Corporation available for distribution to its shareholders, the Stated Value of
the Series E Convertible Preferred Stock (to the extent not previously
converted) plus all accumulated and unpaid dividends before any distribution of
the assets shall be made to the holders of the Common Stock or any other class
or series of Junior Stock or any other series of Preferred Stock.
<PAGE> 4
(b) Merger or Consolidation. Neither the merger or
consolidation of the Corporation with another corporation nor the sale or lease
of all or substantially all of the assets of the Corporation shall be deemed to
be a liquidation or dissolution or winding up of the Corporation.
(c) Notice Required. Written notice of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, stating the payment date and the place where the distributable
amount shall be payable and stating the anticipated amount of any such
distributable amount, shall be given by mail, postage prepaid, not less than
thirty (30) days prior to the payment date stated therein, to the holders of
record of the Series E Convertible Preferred Stock at their respective
addresses as the same shall then appear on the books of the Corporation.
4. Conversion.
(a) General. Shares of Series E Convertible Preferred Stock
may be converted at the option of the holder thereof, or otherwise as provided
below, into fully paid and nonassessable shares of Common Stock of the
Corporation at a price (the "Conversion Price") equal to 82% of the Market
Price (as defined below) per share of Common Stock on the date of conversion
(but the Conversion Price shall be not greater than a maximum price per share
(the "Maximum Price") equal to 120% of the average closing bid price of Common
Stock (as reported by Bloomberg, L.P.) over the five (5) consecutive trading
days ending on May 28, 1997 (the "Original Issue Date")) with respect to the
Stated Value of each share of Series E Convertible Preferred Stock, together
with all accrued but unpaid dividends thereon. Such option may be exercised by
any holder on the following schedule: One-half of the shares of Series E
Convertible Preferred Stock shall become convertible on the earlier of 60 days
after the Original Issue Date or five days after a registration statement
covering the resale of the shares of Common Stock into which the shares of
Series E Convertible Preferred Stock may be converted shall have been declared
effective by the Securities and Exchange Commission under the Securities Act of
1933; and the remaining one-half of the shares of Series E Convertible
Preferred Stock shall become convertible 30 days after the date upon which the
first one-half shall have become convertible. Any shares of Series E
Convertible Preferred Stock not converted into Common Stock or redeemed as
provided in Section 6 prior to 24 months after the Original Issue Date shall be
automatically redeemed on such date, without any action of the holder thereof,
for cash at the Stated Amount thereof, plus all accrued and unpaid dividends.
The Market Price per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices for the ten consecutive trading days
ending on the trading day prior to the day in question (the "Valuation
Period"), but shall not be less than $2.00 per share (the "Minimum Market
Price"). "Closing price" on any day when used with respect to the Common Stock
means the reported closing bid price therefor as reported by Bloomberg, L.P.,
or if not so reported the closing bid price as furnished by any member of the
National Association of Securities Dealers, Inc. selected from time to time by
the Corporation for that purpose. Notwithstanding the foregoing, the maximum
number of shares of common stock which the Corporation may be required to issue
upon conversion of the shares of Series E Convertible Preferred Stock (the
"Maximum Number of Shares of Common Stock") shall not exceed, with respect to
each holder of Series E Convertible Preferred Stock, such holder's ratable
share of 2,956,246 Shares of Common Stock ("Ratable Share"). Each holder's
Ratable Share shall be calculated prior to converting such holder's shares of
Series E Convertible Preferred Stock. Any remaining shares of a holder's
Ratable Share which are not required to convert fully such holder's shares
shall be reallocated to the other holders in proportion to such other holder's
ratable ownership and shall be available for conversion by the other holders of
Series E Convertible Preferred Stock. After the issuance of the Maximum Number
of Shares of Common Stock to any holder, the Corporation shall have the option
of either issuing additional shares of Common Stock upon conversion of those
shares of Series E Convertible Preferred Stock that remain outstanding or of
determining that such shares of Series E Convertible Preferred Stock shall
instead be subject to redemption as provided in Section 6 hereof. The Maximum
Number
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<PAGE> 5
of Common Shares shall be subject to adjustment as provided in Section 4(b)(i).
No holder of Series E Convertible Preferred Stock will be entitled to convert
such stock to Common Stock on any date that the average of the daily closing
prices for the ten consecutive trading days ending on the trading day prior to
such date is less than $2.00.
(b) Adjustments. The Minimum Market Price, the Maximum Price,
the Maximum Number of Shares of Common Stock and the kind and amounts of
securities and property for which the shares of Series E Convertible Preferred
Stock may be converted shall be subject to adjustment from time to time as
follows:
(i) If, at any time after the issuance of the Series
E Convertible Preferred Stock, the Corporation shall (A) declare or pay a
dividend, or make a distribution, to all holders of its Common Stock in shares
of Common Stock, (B) subdivide its outstanding shares of Common Stock into a
greater number of shares, (C) combine its outstanding shares of Common Stock
into a smaller number of shares, or (D) issue by reclassification of its shares
of Common Stock (other than a subdivision or combination thereof or a change in
par value) any securities, the Maximum Price and the Minimum Market Price and
the Maximum Number of Shares of Common Stock in effect immediately prior to
such action shall be adjusted so that the holder of any share of Series E
Convertible Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the kind and number of shares of Common Stock of the
Corporation and/or other securities which he would have owned or been entitled
to receive immediately following such action had such share of Series E
Convertible Preferred Stock been converted immediately prior thereto. Any
adjustment made pursuant to this Paragraph (b)(i) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.
(ii) If, at any time after the date of issuance of
the Series E Convertible Preferred Stock, the Corporation shall distribute to
all or substantially all holders of its Common Stock either (A) evidences of
indebtedness or assets (excluding cash dividends or distributions) or (B) any
other securities of the Corporation or any rights, warrants or options to
subscribe for, purchase or otherwise acquire securities of the Corporation in a
transaction not covered by Paragraph (b)(i) above (any of which are referred to
herein as "Other Securities"), then and in any such case the Corporation shall
either distribute such Other Securities to the holders of the Series E
Convertible Preferred Stock or reserve for the benefit of the holders of the
Series E Convertible Preferred Stock such amount of such Other Securities as
the holders of all Series E Convertible Preferred Stock then outstanding would
have owned or been entitled to receive immediately following such action had
the shares of Series E Convertible Preferred Stock been converted into shares
of Common Stock immediately prior thereto. In addition, the Corporation shall
either distribute to, or reserve for the benefit of, the holders of the Series
E Convertible Preferred Stock any principal, interest, dividends or other
property payable with respect to such Other Securities as and when such
interest, dividends or other property is distributed to the holders of Common
Stock. If such a reserve is made, as and when each such share of Series E
Convertible Preferred Stock is converted, the holder of such share shall be
entitled to receive from the Corporation his share of such Other Securities
together with the principal, interest, dividends or other property payable with
respect thereto.
(iii) In the case of an adjustment pursuant to
Paragraphs (i) or (ii) above during a Valuation Period, the Market Price of the
Common Stock shall be proportionally adjusted.
(iv) All calculations under this Section 4 shall be
made to the nearest one-tenth of a cent or to the nearest one thousandth of a
share, as the case may be. No adjustment shall be required unless such
adjustment would result in an increase or decrease of at
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<PAGE> 6
least one percent (1%) of the Minimum Market Price and the Maximum Price or the
Maximum Number of Shares of Common Stock; provided, however, that any
adjustments which by reason of this subparagraph (iii) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
(v) Whenever the Minimum Market Price and the
Maximum Price and Maximum Number of Shares of Common Stock are adjusted or
Other Securities are reserved as herein provided, the Corporation shall mail or
cause to be mailed a copy of a statement, verified by its independent certified
public accountants, setting forth the required adjustments or the nature and
amount of Other Securities, as the case may be, to each person who is a
registered holder of Series E Convertible Preferred Stock at such person's last
address as the same appears on the books of the Corporation. Each adjustment
shall remain in effect until a subsequent adjustment is required hereunder.
Failure to give or receive such notice or any defect therein shall not affect
the legality or validity of any action taken. Following any adjustment to the
Minimum Market Price and the Maximum Price and the Maximum Number of Shares of
Common Stock, the holders of the Series E Convertible Preferred Stock shall be
entitled, by themselves or through attorneys or accountants retained by them,
to inspect the books and records of the Corporation in order to verify such
adjustment. Such inspection shall be at the expense of the holders of the
Series E Convertible Preferred Stock requesting such inspection unless such
inspection reveals an error in the adjustment equal to 5% or more of the
Minimum Market Price and the Maximum Price or the Maximum Number of Shares of
Common Stock, in which case the Corporation shall promptly reimburse the
holders for all expenses incurred in connection therewith.
(vi) If at any time, as a result of an adjustment
made pursuant to Paragraph (ii) above, the holders of Series E Convertible
Preferred Stock shall become entitled to receive upon conversion any Other
Securities, thereafter the number of such Other Securities receivable upon
conversion of the Series E Convertible Preferred Stock and the price of the
Other Securities shall be subject to adjustment from time to time and in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to Series E Convertible Preferred Stock contained in Paragraphs (i) and
(ii), above.
(c) Merger or Consolidation. In case of a merger or
consolidation of the Corporation with or into another corporation, or the sale
or transfer of all, or substantially all, of the property or assets of the
Corporation, the holders of shares of Series E Convertible Preferred Stock
shall thereafter have the right to convert each of such shares into the kind
and amount of shares of stock or other securities and property (including cash)
receivable (the "Consideration") upon such merger, consolidation or sale by a
holder of the number of shares of Common Stock (whether whole or fractional)
into which such shares of Series E Convertible Preferred Stock might have been
converted immediately prior to such merger, consolidation or sale (all of which
Consideration shall be reserved and become payable upon conversion in the same
manner as for Other Securities pursuant to Paragraph (b)(ii) above and shall be
adjusted as provided in Paragraph (b) above), and shall have no other
conversion rights under these provisions and, in addition, the Corporation
shall reserve, on a current basis as and when distributed, for payment upon
conversion, in the same manner as required for Other Securities pursuant to
Paragraph (b)(ii) above, any interest, dividends, other stock, securities or
property distributable with respect to the Consideration, the same as if such
shares of Series E Convertible Preferred Stock had been converted immediately
prior to such merger, consolidation, or sale of assets; and effective provision
shall be made in the charter of the resulting or surviving corporation or
otherwise, so that the provisions set forth herein for the adjustment of the
conversion terms of the Series E Convertible Preferred Stock shall thereafter
be applicable, as nearly as reasonably may be, to any of the Consideration
deliverable upon conversion of Series E Convertible Preferred Stock remaining
outstanding or other convertible preferred stock received in place thereof. Any
such resulting or surviving corporation shall expressly assume the obligation
to deliver the Consideration, upon the exercise of the conversion right, (and,
to that end, shall reserve sufficient Consideration to issue,
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<PAGE> 7
distribute and/or pay the holders of the Series E Convertible Preferred Stock
as if all such stock were converted) as holders of Series E Convertible
Preferred Stock remaining outstanding, or other convertible preferred stock
received by such holders in place thereof, shall be entitled to receive
pursuant to the provisions hereof, and to make provision for protection of
conversion rights as above provided.
(d) Notices. If, at any time while shares of Series E
Convertible Preferred Stock are outstanding, the Corporation shall (i) declare
a dividend (or any other distribution) on its Common Stock, other than in cash,
or (ii) reclassify its Common Stock (other than through a subdivision or
combination thereof or a change in par value) or become a party to any
consolidation or merger or sale or transfer of all or substantially all of the
assets of the Corporation, for which approval of the holders of its stock is
required, then the Corporation shall cause to be mailed to registered holders
of Series E Convertible Preferred Stock, at their last addresses as they shall
appear on the books of the Corporation, at least thirty (30) days prior to the
applicable record date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend or distribution,
or, if a record is not to be taken, the date as of which holders of Common
Stock of record to be entitled to such dividend or distribution are to be
determined, or (y) the date on which any such reclassification, consolidation,
merger, sale or transfer is expected to become effective, and the date as of
which it is expected that holders of record of Common Stock shall be entitled
to exchange their Common Stock for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, sale or
transfer. Failure to give or receive the notice required by this Paragraph (d)
or any defect therein shall not affect the legality or validity of any such
dividend, distribution, reclassification, consolidation, merger, sale, transfer
or other action.
(e) Exercise of Conversion Rights. The holder of any shares
of Series E Convertible Preferred Stock may exercise his option to convert such
shares into shares of Common Stock only by surrendering for such purpose to the
Corporation the certificates representing the shares to be converted,
accompanied or preceded by written notice (which may be transmitted by
telecopier) that such holder elects to convert such shares in accordance with
the provisions of this Section 4. Said notice shall also state the name or
names (with addresses) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be issued. Each
certificate or certificates surrendered for conversion shall, unless the shares
issuable on conversion are to be issued in the same name as that in which such
certificate or certificates are registered, be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the holder
or his duly authorized attorney. Each conversion shall be deemed to have been
effected on the date on which such notice shall have been received by the
Corporation as aforesaid, provided that the certificates to which such notice
relates are received by the Corporation no later than the third business day
following the date of receipt of such notice, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become on said
date the holder or holders of record of the shares represented thereby
notwithstanding that the transfer books of the Corporation may then be closed
or that certificates representing such shares of Common Stock shall not then be
actually delivered to such person. Within three business days after receipt of
the certificates representing the shares to be converted and the notice of
conversion, the Corporation shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates representing the
number of shares of Common Stock issuable upon such conversion and shall pay or
cause the payment of such Other Securities or Consideration or other property
as may be payable upon conversion pursuant to Paragraphs (b)(iii) or (c) of
this Section 4. The Corporation understands that a delay in the conversion
pursuant to this Paragraph (e) beyond the time frame provided in the previous
sentence could result in economic loss to the holder exercising his option to
convert shares into Common Stock. As compensation to the holder for such loss,
and not as a penalty, the Corporation agrees to pay liquidated damages to the
holder for late conversion pursuant to this Paragraph (e) in the amount
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<PAGE> 8
of one percent (1%) of the requested conversion amount, per day, beginning on
the eighth (8th) business day from the date of receipt by the Corporation of
the certificates representing the shares to be converted and the notice of the
conversion pursuant to this Paragraph (e).
(f) Fractional Shares. No fractional shares of Common Stock
shall be issued in connection with the conversion of shares of Series E
Convertible Preferred Stock into Common Stock. Instead of any fractional share
of Common Stock which would otherwise be issuable on conversion, the
Corporation shall pay a cash adjustment with respect to such fractional share
computed on the basis of the then current fair market value of the Common
Stock, as determined in good faith by the Corporation's Board of Directors.
(g) Tax on Conversion. The issuance of stock certificates on
conversions of shares of Series E Convertible Preferred Stock shall be made
without charge to converting shareholders for any tax in respect of the
issuance thereof except any tax on the income or gain derived by the converting
shareholders as a result of the issuance thereof. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
registration of transfer involved in the issue and delivery of stock in any
name other than that of the holder of the shares of Series E Convertible
Preferred Stock converted, and the Corporation shall not be required to so
issue or deliver any stock certificate unless and until the person or persons
requesting the registration of transfer shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.
(h) Securities Reserved. The Corporation shall at all times
reserve and keep available out of its authorized Common Stock (and any Other
Securities or Consideration or property) the full number of shares of Common
Stock (and any Other Securities or Consideration or property) deliverable upon
the conversion of all outstanding shares of Series E Convertible Preferred
Stock. The Corporation shall not enter into any agreement or take any action
which would impair or restrict its legal authority to issue such shares of
Common Stock, Other Securities or Consideration or property upon conversion or
to defeat in any way the right of the holders of the Series E Convertible
Preferred Stock to receive such consideration upon conversion. In addition,
whenever the Corporation is required to reserve any interest, dividends or
other property payable upon conversion of the Series E Convertible Preferred
Stock, the Corporation shall, as to cash, deposit such amounts in one or more
separate accounts for the sole benefit of the holders of the Series E
Convertible Preferred Stock upon conversion and, as to other property,
physically segregate or otherwise set such property aside in such a manner as
to protect the rights of the holders of the Series E Convertible Preferred
Stock to the receipt of such property upon conversion.
(i) Effect of Conversion. All shares of Series E Convertible
Preferred Stock which shall have been converted into shares of Common Stock
shall assume the status of authorized but unissued shares of Preferred Stock
undesignated as to series.
5. Voting Rights.
No holder of Series E Convertible Preferred Stock shall be
entitled to vote on any matter submitted to the shareholders of the Corporation
for their vote, waiver, release or other action, except as may be otherwise
expressly required by law.
6. Redemption.
Within five days after issuance by the Corporation of the
Maximum Number of Shares of Common Stock upon conversion of shares of Series E
Convertible Preferred Stock, the Corporation shall provide notice of such event
to registered holders of Series E Convertible Preferred Stock, at their last
known addresses as they shall appear on the books of the
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<PAGE> 9
Corporation. Effective the date of such mailing, holders of shares of Series E
Convertible Preferred Stock which then remain outstanding may cause such shares
to be redeemed by the Corporation at an amount equal to the Redemption Value
(as hereinafter defined) of such shares; provided that the Corporation may
instead permit the conversion of such shares of Series E Convertible Preferred
Stock into shares of Common Stock pursuant to Section 4(a) hereof. The holder
of any shares of Series E Convertible Preferred Stock may exercise his option
to redeem such shares only by surrendering for such purpose to the Corporation
the certificates representing the shares to be redeemed, accompanied or
preceded by written notice (which may be transmitted by telecopier) that such
holder elects to redeem such shares in accordance with the provisions of this
Section 6. Said notice also shall state the name or names (with addresses) in
which any shares of Series E Convertible Preferred Stock represented by the
certificates surrendered which are not to be redeemed shall be re-issued. Each
redemption shall be deemed to have been effective on the date on which such
notice shall have been received by the Corporation as aforesaid, provided that
the certificates to which such notice relates are received by the Corporation
no later than the third business day following the date of receipt of such
notice. Within three business days after receipt of the certificates
representing the shares to be redeemed and the notice of redemption, the
Corporation shall issue and deliver to the person or persons entitled to
receive the same the Redemption Value of the shares to be redeemed. The
Redemption Value of the shares of Series E Convertible Preferred Stock being
redeemed shall be calculated by dividing the aggregate stated value of such
shares by the Conversion Price (as defined in Section 4(a)) which would be
applicable if such shares were being converted into shares of common stock as
provided in Section 4(a) on the date of redemption and multiplying the result
by the Market Price (as defined in Section 4(a)) per share of Common Stock on
the date of redemption (provided that the Market Price shall not be greater
than the Maximum Price).
7. Amendment.
Notwithstanding the provisions of Section 5 above, so long as
any share of Series E Convertible Preferred Stock is outstanding, the Articles
of Incorporation of the Corporation shall not be amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Series E Convertible Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority of the outstanding shares of
Series E Convertible Preferred Stock, voting separately as a class.
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<PAGE> 1
EXHIBITS 5 and 23.2
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
June 12, 1997
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have acted as counsel for Duramed Pharmaceuticals, Inc. (the
"Company") in connection with its filing of a Registration Statement on Form
S-3 concerning the registration of up to 2,976,246 shares of common stock, $.01
par value (the "Common Stock"), which may be sold by the Selling Shareholders
identified in the Registration Statement. The shares of Common Stock being
registered may be issued by the Company upon conversion of outstanding shares
of the Company's 5% Cumulative Convertible Preferred Stock, Series E, and upon
exercise of certain outstanding warrants.
It is our opinion that the registration of the shares of Common Stock
covered by the Registration Statement and the issuance of such shares have been
duly authorized by all necessary corporate action by the Company. The shares of
Common Stock which may be issued and sold will be, when issued in accordance
with the terms and conditions of the agreements providing for their issuance,
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Yours very truly,
/s/ Taft, Stettinius & Hollister
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Duramed
Pharmaceuticals, Inc., for the registration of 2,976,246 shares of its common
stock.
We also consent to the incorporation by reference therein of our report dated
March 27, 1997, with respect to the consolidated financial statements and
schedule of Duramed Pharmaceuticals, Inc., for the years ended December 31,
1996, 1995 and 1994, included in the Annual Report, as amended (Form 10-K/A)
for 1996 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
June 11, 1997
<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 name 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-3 relating to the
registration of shares of the Common Stock of the corporation to be offered by
certain Selling Shareholders, including, without limitation, power and
authority to sign for us, or any of us, in our names in the capacities
indicated below, such Registration Statement as well as any and all amendments
(including post-effective amendments) thereto, 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, this Power
of Attorney has been signed below by the following persons in the capacities
indicated as of the 19th day of May 1997.
<TABLE>
<CAPTION>
Signatures Title
<S> <C>
/s/ E. Thomas Arington Director
- ---------------------------
E. Thomas Arington
/s/ George W. Baughman Director
- ---------------------------
George W. Baughman
/s/ Derek G. Layton Director
- ---------------------------
Derek G. Layton
/s/ Stanley L. Morgan Director
- ---------------------------
Stanley L. Morgan
/s/ S. Sundararaman Director
- ---------------------------
S. Sundararaman
</TABLE>
