<PAGE>
As filed with the Securities and Exchange Commission on August 9, 1999
Registration No. 333 - _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ROBERTS PHARMACEUTICAL CORPORATION
(Exact name of registrant 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 Registrant's Principal Executive Offices)
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ROBERTS PHARMACEUTICAL CORPORATION 1996 EQUITY INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
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JOHN T. SPITZNAGEL
President and Chief Executive Officer
Roberts Pharmaceutical Corporation
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
(732) 676-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN A. AIELLO, ESQ.
Giordano, Halleran & Ciesla
A Professional Corporation
P.O. Box 19
125 Half Mile Road
Middletown, New Jersey 07748
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (2) share (3) price (2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $27.59375 $41,390,625 $11,507
$.01 par value (2)
- -----------------------------------------------------------------------------------------------------------------------
Options to purchase 1,500,000 ---- ---- ----
Common Stock (1)
- -----------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE $11,338
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</TABLE>
(1) Under the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan, as
amended (the "Equity Incentive Plan").
(2) This Registration Statement also covers such additional indeterminate
numbers of shares as may become issuable pursuant to anti-dilution
provisions of the Equity Incentive Plan to adjust for the occurrence of
certain corporate transactions or events including, without limitation, a
stock split or stock dividend.
(3) Estimated in accordance with Rule 457(h) under the Securities Acts of 1933,
as amended, solely for purposes of calculating the registration fee and
based upon the average of the high and low sales prices of the Common Stock
as reported on the American Stock Exchange on August 2, 1999.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, this registration statement
(the "Registration Statement") is being filed by Roberts Pharmaceutical
Corporation (the "Registrant") solely to register an additional one million five
hundred thousand (1,500,000) shares of the Registrant's Common Stock, $.01 par
value per share ("Common Stock"), to be issued upon the exercise of options
granted under the Equity Incentive Plan. The following documents are hereby
incorporated by reference into this Registration Statement: a currently
effective Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on November 3, 1998, file number 333-66705; Form 10-K filed
by the Registrant with the Securities and Exchange Commission on March 26, 1999;
and Form 10-Q filed by the Registrant with the Securities and Exchange
Commission on May 11, 1999. The November 3, 1998 registration statement
registered an aggregate of 2,000,000 shares of Common Stock, including 1,500,000
shares of Common Stock reserved for issuance under the Equity Incentive Plan.
Item 8. Exhibits
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<TABLE>
<CAPTION>
Exhibit Number Description
- ----------------- -------------------------------------------------------------------
<C> <S>
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).
24. Power of attorney (filed with signature pages).
</TABLE>
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<PAGE>
SIGNATURES
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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 4th day of
August, 1999.
ROBERTS PHARMACEUTICAL CORPORATION
By: /s/ John T. Spitznagel
-----------------------
John T. Spitznagel
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John T. Spitznagel his or her true and lawful
attorney-in-fact and agent for him or her and in his or her 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 attorney-in-fact and
agent 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 attorney-in-fact and agent 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/ John T. Spitznagel President, Chief Executive Officer and August 4, 1999
- ------------------------------- Director (Principal Executive Officer)
John T. Spitznagel
/s/ Peter M. Rogalin Vice President, Treasurer and Chief August 4, 1999
- ------------------------------- Financial Officer (Principal Financial and
Peter M. Rogalin Accounting Officer)
/s/ Robert A. Vukovich Director August 4, 1999
- -------------------------------
Robert A. Vukovich, Ph.D.
/s/ Robert W. Loy Director August 4, 1999
- -------------------------------
Robert W. Loy
</TABLE>
-4-
<PAGE>
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Digby W. Barrios Director August 4, 1999
- -------------------------------
Digby W. Barrios
/s/ Zola P. Horovitz Director August 4, 1999
- -------------------------------
Zola P. Horovitz, Ph.D.
/s/ Joseph N. Noonburg Director August 4, 1999
- -------------------------------
Joseph N. Noonburg
/s/ Marilyn Lloyd Director August 4, 1999
- -------------------------------
Marilyn Lloyd
/s/ Joseph Smith Director August 4, 1999
- -------------------------------
Joseph Smith
/s/ Ronald M. Nordmann Director August 4, 1999
- -------------------------------
Ronald M. Nordmann
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- ------------------ ---------------------------------------------------------------------
<C> <S>
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).
24. Power of attorney (filed with signature pages).
</TABLE>
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<PAGE>
EXHIBIT 5
[LETTERHEAD OF GIORDANO, HALLERAN & CIESLA]
August 9, 1999
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, as amended
Ladies and 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 an additional 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, as amended (the "Equity Incentive
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 copy 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, will have been duly
<PAGE>
Roberts Pharmaceutical Corporation
August 9, 1999
Page 8
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.
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, 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,
/s/ GIORDANO, HALLERAN & CIESLA
A Professional Corporation
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
TDA/kab
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333- ) pertaining to the Roberts Pharmaceutical Corporation
1996 Equity Incentive Plan, as amended of our report dated February 16, 1999,
with respect to the consolidated financial statements and schedule of Roberts
Pharmaceutical Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Metro Park, New Jersey
August 3, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1998 (except for the
restated segment information in Note 14, as to which the date is March 23,
1999), relating to the consolidated financial statements of Roberts
Pharmaceutical Corporation and Subsidiaries as of December 31, 1997 and for each
of the two years in the periods ended December 31, 1997 and 1996, which report
is included in the Corporation's 1998 Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated February 5, 1998,
except for the restated segment information in Note 14, as to which the date is
March 23, 1999, relating to the financial statement schedules, which appears in
such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 5, 1999
