<PAGE> 1
Registration No.
-------
As filed with the Securities and Exchange Commission on February 8, 1999
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
DURAMED PHARMACEUTICALS, INC.
(Exact name of issuer as specified in its charter)
Delaware 11-2590026
- ------------------------ ------------------------------------
(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)
1991 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Title of the Plan)
Timothy E. Hoberg, Esq.
Taft, Stettinius & Hollister LLP
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
------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 150,000 $4.91 $736,500 $204.75
$.01 shares
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</TABLE>
(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 February 4,
1999, on the Nasdaq National Market.
This Registration Statement also relates to Form S-8 Registration Statement No.
33-68476 of the Registrant.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed in accordance with
General Instruction E to Form S-8 and incorporates by reference the contents of
Form S-8 Registration Statement No. 33-68476.
Item 8. Exhibits
- -----------------
Exhibit
Number
- --------
4.1 Certificate of Designation, Preferences and Rights of Series A Preferred
Stock*
4.2 Certificate of Designation, Preferences and Rights of Series F 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
* 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, 1997 and incorporated herein by reference.
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 8th day of February, 1999.
DURAMED PHARMACEUTICALS, INC.
By /s/ E. Thomas Arington
--------------------------------------
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 8th day of February, 1999.
<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 Vice-President - Finance and Treasurer
- -------------------------------- (principal financial and accounting officer)
Timothy J. Holt
/s/ Jeffrey T. Arington Director
- --------------------------------
Jeffrey T. Arington
/s/ George W. Baughman* Director
- --------------------------------
George W. Baughman
/s/ Peter R. Seaver* Director
- --------------------------------
Peter R. Seaver
/s/ S. Sundararaman* Director
- --------------------------------
S. Sundararaman
*Pursuant to Power of Attorney
/s/ Timothy J. Holt
- --------------------------------
Timothy J. Holt
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 1
Exhibit 5
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
February 8, 1999
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Duramed Pharmaceuticals, Inc.
1991 Stock Option Plan for Nonemployee Directors
------------------------------------------------
Dear Sir or Madam:
We have acted as counsel for Duramed Pharmaceuticals, Inc., a Delaware
corporation, in connection with the registration of 150,000 additional shares of
common stock for issuance under Duramed's 1991 Stock Option Plan for Nonemployee
Directors (the "Plan"). We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and, based upon
that information, we are of the opinion that the additional shares of Duramed
common stock, $.01 par value, which may be issued and sold pursuant to the Plan
will be, when issued in accordance with the terms of the Plan, duly authorized,
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by Duramed with the Securities
and Exchange Commission to effect registration under the Securities Act of 1933
of the 150,000 additional shares to be issued and sold pursuant to the Plan.
TAFT, STETTINIUS & HOLLISTER LLP
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Duramed Pharmaceuticals, Inc., for the registration of 150,000 shares of
its common stock in connection with its 1991 Stock Option Plan for Nonemployee
Directors, of our report dated March 20, 1998 with respect to the consolidated
financial statements and schedule of Duramed Pharmaceuticals, Inc. for the years
ended December 31, 1997, 1996, and 1995, included in the Annual Report (Form
10-K) for 1997 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
February 5, 1999
<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 1991 Stock Option Plan for Nonemployee
Directors 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 1st day of February, 1999 in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
- ------------------------------- Chairman of the Board
E. Thomas Arington
- ------------------------------- Director
Jeffrey T. Arington
/s/ George W. Baughman Director
- -------------------------------
George W. Baughman
/s/ Peter R. Seaver Director
- -------------------------------
Peter R. Seaver
/s/ S. Sundararaman Director
- -------------------------------
S. Sundararaman
</TABLE>
