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Registration No. _____
As filed with the Securities and Exchange Commission on November 17, 2000
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 registrant as specified in its charter)
Delaware
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(State of Incorporation)
11-2590026
-----------------------------
(I.R.S. Employer Identification No.)
7155 East Kemper Road, Cincinnati, Ohio 45249
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(Address of Principal Executive Offices) (Zip Code)
1999 Nonemployee Director Stock Plan
(Full Title of the Plan)
Timothy E. Hoberg, Esq.
Taft, Stettinius & Hollister LLP
1800 Firstar Tower
425 Walnut Street
Cincinnati, Ohio 45202-3957
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 381-2838
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
--------------------- -------------------- -------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, 16,521 shares $5.035 $83,183 $22
par value $.01
========================================================================================================================
</TABLE>
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(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 the registered 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, on the
average of the high and low prices of the Common Stock on November 10,
2000, on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company are incorporated by reference
into and made a part of this registration statement. In addition, all documents
subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1999; and
(c) The description of the Company's common stock contained in
its Registration Statement on Form 8-A filed on December 11,
1986 under the Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock registered hereby has
been passed upon by Taft, Stettinius & Hollister LLP, Cincinnati, Ohio. Timothy
E. Hoberg, a partner in that firm, is Assistant Secretary of the Company.
Attorneys of that firm participating in the matter beneficially own
approximately 20,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
authorizes the indemnification of directors and officers against liability
incurred by reason of being a director or officer and against expenses
(including attorneys' fees) in connection with defending any action seeking to
establish such liability (i) in the case of
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third-party claims, if the officer or director 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), and (ii) in the case of actions by
or in the right of the corporation, if the officer or director 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 if such officer or director shall not have been
adjudged liable to the corporation, unless a court otherwise determines.
The Company's Certificate of Incorporation extends similar rights of
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
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4.1 Certificate of Designation, Preferences and Rights of
Series A Preferred Stock*
4.2 Certificate of Designations of 5% Cumulative Convertible
Preferred Stock, Series G**
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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* 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 Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000, and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a)* The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(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;
(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.
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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(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
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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.
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* Subparagraph references correspond to the applicable subparagraphs of Item
512 of Regulation S-K.
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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 17th day of November, 2000.
DURAMED PHARMACEUTICALS, INC.
By: /s/ E. Thomas Arington
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E. Thomas Arington, 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 17th day of November, 2000.
Signature Title
--------- -----
/s/ E. Thomas Arington Chairman of the Board
---------------------- and Chief Executive
E. Thomas Arington Officer (principal executive officer)
/s/ Timothy J. Holt Senior Vice-President - Finance and
------------------- Administration, Treasurer
Timothy J. Holt (principal financial and accounting officer)
* /s/ Jeffrey T. Arington President, Chief Operating Officer and
------------------------- Director
Jeffrey T. Arington
* /s/ George W. Baughman Director
------------------------
George W. Baughman
* /s/ Richard R. Frankovic Director
--------------------------
Richard R. Frankovic
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* /s/ Peter R. Seaver Director
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Peter R. Seaver
* /s/ S. Sundararaman Director
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S. Sundararaman
* /s/ Philip M. Uhrhan Director
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Philip M. Uhrhan
* Pursuant to Power of Attorney
/s/ Timothy J. Holt
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Timothy J. Holt
Attorney-in-Fact
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