<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1996
REGISTRATION NO. 33-____
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
ROBERTS PHARMACEUTICAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-2429994
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
MERIDIAN CENTER II
4 INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724
(ADDRESS, INCLUDING ZIP CODE, OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES)
________________________
ROBERTS PHARMACEUTICAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
ROBERTS PHARMACEUTICAL CORPORATION 1996 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
__________________________
ROBERT A. VUKOVICH, PH.D.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROBERTS PHARMACEUTICAL CORPORATION
MERIDIAN CENTER II
4 INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724
(908)389-1182
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
__________________________
COPIES TO:
JOHN A. AIELLO, ESQ.
GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
P.O. BOX 190
125 HALF MILE ROAD
MIDDLETOWN, NEW JERSEY 07748
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Title of Proposed
securities Amount Proposed maximum Amount of
to be to be maximum offering aggregate offering registration
registered registered(3) price per share(4) price (4) fee (4)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value (1) 1,500,000 $ 17.00 $ 25,500,000 $ 8,793.10
- -------------------------------------------------------------------------------------------------
Options to
purchase
Common ---- ---- ----
Stock (1) 1,500,000
- -------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value(2) 500,000 $ 14.45 $ 7,225,000 $ 2,491.38
- -------------------------------------------------------------------------------------------------
Options to
purchase
Common ---- ---- ----
Stock(2) 500,000
- -------------------------------------------------------------------------------------------------
Total Registration Fee $11,284.48
==========
</TABLE>
(1) Under the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan
(the "Equity Incentive Plan").
(2) Under the Roberts Pharmaceutical Corporation Employee Stock Purchase
Plan (the "Stock Purchase Plan").
(3) This Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to anti-dilution
provisions of the Equity Incentive Plan and the Stock Purchase Plan to
adjust for the occurrence of certain corporate transactions or events
including, without limitation, a stock split, stock dividend, merger,
consolidation, reorganization or recapitalization.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for purposes of calculating the registration fee
and based upon the average of the high and low sale prices for a share of
Roberts Pharmaceutical Corporation Common Stock as reported by the
Automated Quotation System of the National Association of Securities
Dealers, Inc., National Market System ("NASDAQ") on August 5, 1996. With
respect to the Stock Purchase Plan, the registration fee is based on 85% of
the average of the high and low sale prices for a share of Roberts
Pharmaceutical Corporation Common Stock as reported by NASDAQ on August 5,
1996, since, under the Stock Purchase Plan, the purchase price of a share
of Roberts Pharmaceutical Corporation Common Stock shall be equal to 85% of
the high and low sale prices on the investment dates designated under the
Stock Purchase Plan.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
This Registration Statement relates to the registration of: (i) five
hundred thousand (500,000) shares of common stock, $.01 par value ("Common
Stock"), of Roberts Pharmaceutical Corporation (the Company") to be sold
pursuant to the exercise of options granted to participating employees of
the Company and its subsidiaries under the Roberts Pharmaceutical
Corporation Employee Stock Purchase Plan ("the Stock Purchase Plan"), and
(ii) one million, five hundred thousand (1,500,000) shares of the Company's
Common Stock to be sold pursuant to the exercise of stock options and stock
appreciation rights, or granted as restricted, deferred and other stock
awards, to employees of the Company and designated subsidiaries of the
Company and other participants under the Roberts Pharmaceutical Corporation
1996 Equity Incentive Plan ("the Equity Incentive Plan").
The documents containing the information about the Stock Purchase Plan
and the Equity Incentive Plan specified in Part I of Form S-8 will be sent
or given to the participants in each such plan as specified by Rule
428(b)(1) of Regulation C under the Securities Act of 1933, as amended (the
"Securities Act"), and such documents taken together with the documents
incorporated by reference in this Registration Statement pursuant to Item 3
of Part II of Form S-8 shall constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-----------------------------------------------------------
The Company shall provide a written statement to participants in the
Stock Purchase Plan and the Equity Incentive Plan advising them of the
availability, without charge upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement, such documents which are incorporated by reference into the
Section 10(a) Prospectus, as well as of the documents required to be
delivered to them pursuant to Rule 428(b) of Regulation C under the
Securities Act. The address, title of the individual or department, and
telephone number to which the request is to be directed shall be provided
to participants of the Stock Purchase Plan and the Equity Incentive Plan.
Certain information included in the Section 10(a) Prospectus and other
Company filings under the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), contains or may contain forward
looking information that is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from
expected results.
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference
in this Registration Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) From the date of filing of such documents, all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.
(c) The description of the Company's Common Stock contained in
Amendment No. 2 to the Company's Registration Statement on Form S-3 as
filed with the Commission on September 27, 1993, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
of the 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 made a part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
The following summary describes the relevant terms and conditions with
respect to the indemnification of a corporate agent of the Company (the
"Corporate Agent"), including, without limitation, any person who is or was
a director, officer, employee or agent of the Company, pursuant to Article
VI of the Company's By-Laws (the "By-Laws") and Section 14A:3-5 of the New
Jersey Business Corporation Act (the "Corporation Act").
The Company shall indemnify a Corporate Agent against the Corporate
Agent's expenses and liabilities in connection with any proceeding
involving the Corporate Agent by reason of being or having been a Corporate
Agent of the Company, other than a proceeding by or in the right of the
Company, if (a) such Corporate Agent acted in good faith and in a manner
that the Corporate Agent reasonably believed to be in or not opposed to the
best interests of the Company, and (b) with respect to any criminal
proceeding, such Corporate Agent had no reasonable cause to believe that
such conduct was unlawful.
In a proceeding by or in the right of the Company, a Corporate Agent
shall be indemnified by the Company for any expenses and liabilities
incurred if the Corporate Agent acted in good faith and in a manner that
the Corporate Agent reasonably believed to be in or not opposed to the best
interests of the Company. However, if the Corporate Agent is adjudged to be
liable to the Company, there shall be no indemnification of the Corporate
Agent's expenses and liabilities unless and only to the extent that the New
Jersey Superior Court, or the court in which such proceeding is brought,
shall determine upon application that such Corporate Agent is fairly and
reasonably entitled to indemnity for such expenses and liabilities.
-4-
<PAGE>
Unless ordered by a court, the Company will indemnify a Corporate Agent
against expenses and liabilities only as authorized in a specific case upon
a determination by (a) a majority vote of a quorum of the Board of
Directors of the Company or a committee thereof, consisting of directors
who were not parties to or otherwise involved in the proceedings, or (b) by
independent legal counsel, or (c) by the shareholders of the Company, that
indemnification is proper in the circumstances because the Corporate Agent
met the applicable standard of conduct set forth above.
No indemnification shall be made by the Company to or on behalf of a
Corporate Agent if a judgment or other final adjudication adverse to the
Corporate Agent establishes that the Corporate Agent's acts or omissions
(a) were in breach of the Corporate Agent's duty of loyalty to the Company
or its shareholders, (b) were not in good faith or involved a knowing
violation of law, or (c) resulted in receipt by the Corporate Agent of an
improper personal benefit.
The Company shall indemnify a Corporate Agent against expenses if the
Corporate Agent is successful on the merits or otherwise in any proceeding
involving the Corporate Agent by reason of being or having been a Corporate
Agent of the Company.
The Company may pay the expenses incurred by a Corporate Agent in
connection with a proceeding in advance of the final disposition of the
proceeding as authorized by the Company's Board of Directors upon receipt
of an undertaking by or on behalf of the Corporate Agent to repay such
amount if it is ultimately determined that the Corporate Agent is not
entitled to such indemnification.
The Company may purchase and maintain insurance on behalf of any
Corporate Agent against any such expenses and liabilities.
If upon application for indemnification by a Corporate Agent the
Company refuses to provide indemnification or advance payment of expenses
to the Corporate Agent as required or permitted under the By-Laws, the
Corporate Agent may apply to a court for an award of such indemnification
and the payment in advance of such expenses by the Company.
The indemnification and advancement of expenses provided pursuant to
Article VI of the Company's By-Laws shall not exclude any other rights to
which a Corporate Agent may be entitled under or pursuant to the Company's
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), other articles of the By-Laws, an agreement, vote of
shareholders or otherwise.
With respect to provisions included in the Company's Certificate of
Incorporation limiting the liability of officers and directors of the
Company, Article 7.01 of the Company's Certificate of Incorporation
provides that to the fullest extent permitted by the laws of the State of
New Jersey, as they exist or may hereafter be amended, the directors and
officers of the Company shall not be personally liable to the Company or
its shareholders for damages as a result of a breach of any duty owed to
the Company or its shareholders, except that the provisions of this Article
7.01 shall not relieve a director or officer from liability for any breach
of duty based upon an act or omission (a) in breach of such person's duty
of loyalty to the Company or its shareholders, (b) not in good faith or
involving a knowing violation of law, or (c) resulting in receipt by such
person of an improper personal benefit. This Article 7.01 shall apply with
respect to acts or omissions occurring prior to or after the date of its
adoption.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
-5-
<PAGE>
ITEM 8. EXHIBITS.
---------
Exhibit Number Description
------------------ ---------------
5. Opinion and Consent of Giordano, Halleran &
Ciesla, P.C.
23.01 Consent of Coopers & Lybrand L.L.P.
23.02 Consent of Giordano, Halleran & Ciesla, P.C.
(filed with Exhibit 5).
24. Power of Attorney (filed with signature pages)
99.01 Roberts Pharmaceutical Corporation Employee Stock
Purchase Plan. (Incorporated by reference to the
appendix to the Proxy Statement for the Roberts
Pharmaceutical Corporation 1996 Annual Meeting of
Shareholders).
99.02 Roberts Pharmaceutical Corporation 1996 Equity
Incentive Plan. (Incorporated by reference to the
appendix to the Proxy Statement for the Roberts
Pharmaceutical Corporation 1996 Annual Meeting of
Shareholders).
ITEM 9. UNDERTAKINGS.
-------------
The Company 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;
(ii) to reflect in such 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; and (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 (i) and (ii) herein do not
apply if the information required to be included in a post-effective
amendment by such provisions is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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.
-6-
<PAGE>
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.
-7-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Township of Eatontown, State of New Jersey, on the 31st day
of July, 1996.
ROBERTS PHARMACEUTICAL CORPORATION
(Registrant)
By:/s/ Robert A. Vukovich
---------------------------------
Robert A. Vukovich, Ph.D.
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Vukovich, Ph.D., Peter M. Rogalin, CPA,
and Anthony A. Rascio, Esq. and each of them, his true and lawful attorneys-in-
fact and agents for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, 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 full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert A. Vukovich Chairman of the Board, July 31, 1996
- ------------------------ President and Chief
Robert A. Vukovich Executive Officer
(Principal Executive
Officer)
/s/ Peter M. Rogalin Vice President, July 31, 1996
- ------------------------ Treasurer, Chief
Peter M. Rogalin Financial Officer and
Director (Principal
Financial and Accounting
Officer)
/s/ John T. Spitznagel Director July 31, 1996
- ------------------------
John T. Spitznagel
</TABLE>
-8-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert W. Loy Director July 31, 1996
- ------------------------
Robert W. Loy
/s/ Anthony A. Rascio Director July 31, 1996
- ------------------------
Anthony A. Rascio
/s/ Takao Miyamoto Director July 31, 1996
- ------------------------
Takao Miyamoto
/s/ Akihiko Matsubara Director July 31, 1996
- ------------------------
Akihiko Matsubara
/s/ W. Robert Fowler Director July 31, 1996
- ------------------------
W. Robert Fowler
/s/ Dibgy W. Barrios Director July 31, 1996
- ------------------------
Digby W. Barrios
</TABLE>
-9-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
5. Opinion and Consent of
Giordano, Halleran & Ciesla, P.C.
23.01 Consent of Coopers & Lybrand L.L.P..
23.02 Consent of Giordano, Halleran &
Ciesla, P.C. (filed with Exhibit 5).
24. Power of Attorney (filed with
signature pages).
99.01 Roberts Pharmaceutical Corporation Employee Stock Purchase
Plan. (Incorporated by reference to the appendix to the
Proxy Statement for the Roberts Pharmaceutical Corporation
1996 Annual Meeting of Shareholders).
99.02 Roberts Pharmaceutical Corporation 1996 Equity Incentive
Plan. (Incorporated by reference to the appendix to the
Proxy Statement for the Roberts Pharmaceutical Corporation
1996 Annual Meeting of Shareholders).
<PAGE>
[GIORDANO, HALLERAN & CIESLA LETTERHEAD]
EXHIBIT 5
August 9, 1996
Roberts Pharmaceutical Corporation
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
Re: Registration Statement on Form S-8
relating to the Roberts Pharmaceutical
Corporation 1996 Equity Incentive Plan and the
Roberts Pharmaceutical Corporation
Employee Stock Purchase Plan
Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), filed on this date by
Roberts Pharmaceutical Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission"), to which this opinion letter is attached
as an exhibit, for the registration of 1,500,000 shares of Roberts
Pharmaceutical Corporation Common Stock, $.01 par value per share ("Common
Stock"), which have been reserved for issuance under the Roberts Pharmaceutical
Corporation 1996 Equity Incentive Plan (the "Equity Incentive Plan"), and
500,000 shares of the Company's Common Stock which have been reserved for
issuance under the Roberts Pharmaceutical Corporation Employee Stock Purchase
Plan (the "Stock Purchase Plan").
We have examined the original or a photostatic or certified copy of such
documents, records and other information as we deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have assumed
the authenticity of each document submitted to us as an original, the conformity
to the original document of each document submitted to us as a certified or
photostatic copy, and the authenticity of the original of each such latter
document. In addition, we have assumed, in rendering the opinion set forth
below, that any stock certificate evidencing any shares of the Company's Common
Stock registered by this Registration Statement, when issued under the Equity
Incentive Plan and under the Stock Purchase Plan, will have been duly executed
on behalf of the Company and will have been countersigned by the Company's
transfer agent and registered by the Company's registrar prior to its issuance.
<PAGE>
Roberts Pharmaceutical Corporation
August 9, 1996
Page 2
On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the shares of Common Stock
registered pursuant to the Registration Statement have been duly and validly
authorized and reserved for issuance and that upon the issuance of such shares
in accordance with the provisions of the Equity Incentive Plan or the Stock
Purchase Plan, the shares of Common Stock will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
<PAGE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Roberts Pharmaceutical Corporation on Form S-8 to be filed on August 9, 1996 of
our report dated March 20, 1996, on our audits of the consolidated financial
statements of Roberts Pharmaceutical Corporation and Subsidiaries as of December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995, which report is included in the Corporation's 1995 Annual Report on
Form 10-K.
Coopers & Lybrand L.L.P.
Princeton, New Jersey
August 8, 1996
