As filed with the Securities and Exchange Commission on April 9, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRADLEY PHARMACEUTICALS, INC.
(exact name of registrant as specified in its charter)
Delaware 2834 22-2581418
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
DANIEL GLASSMAN
Chairman of the Board
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(732) 549-5600
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. __
If any of the securities being registered on this Form are to be
offered on a delay or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. x
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of each Class of to be Price per Offering Registration
Securities to be Registered Registered1 Share2 Price2 Fee
Class A Common Stock, 2,270,000 $1.1875 $2,695,625 $749.38
par value $.01 per share
- --------------------------
1 Includes an indeterminate number of shares of Common Stock
issuable to prevent dilution resulting from stock splits, stock dividends or
similar transactions pursuant to Rule 416 under the Securities Act of 1933, as
amended.
2Estimated pursuant to Rule 457 based upon the closing price
of the Common Stock on April 5, 1999 as reported on The Nasdaq Stock Market(TM)
solely for the purpose of computing the registration fee.
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>
SUBJECT TO COMPLETION, DATED APRIL 9, 1999
PROSPECTUS
2,270,000 SHARES
BRADLEY PHARMACEUTICALS, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 2,270,000 shares of common stock
of Bradley Pharmaceuticals, Inc., a Delaware corporation, which may be offered
and sold hereby from time to time by certain selling shareholders. We will not
receive any of the proceeds from the sale of the shares by the selling
shareholders. We will bear the expenses of this offering except for brokerage
commissions and selling expenses, which the Selling Shareholders will pay. See
"Selling Shareholders" and "Plan of Distribution."
Our common stock is quoted on the Nasdaq Stock Market(TM) under the symbol
"BPRX." On April 5, 1999, the closing price for the Common Stock was $1.1875 as
reported by Nasdaq. You are advised that an investment in the shares is
speculative and only those purchasers who can afford to lose their entire
investment should purchase shares.
SEE " RISK FACTORS" BEGINNING ON PAGE 5 FOR FACTORS TO BE CONSIDERED IN
CONNECTION WITH PURCHASING SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April , 1999.
<PAGE>
No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, you may not rely on such information or representation as
having been authorized by us. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares to any person in any
jurisdiction in which it is unlawful to make such an offer or solicitation to
such person. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that the information
contained herein is correct as of any date subsequent to the date hereof.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, and we therefore file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copies at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street, Chicago, Illinois 60601 and 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Our Common Stock is quoted on Nasdaq, and such
reports, proxy statements and other information can also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. Such
material may also be accessed electronically by means of the Securities and
Exchange Commission's home page on the Internet (http://www.sec.gov).
We have filed with the Commission a registration statement on Form S-3 with
respect to the shares being offered hereby. You may obtain copies of the
Registration Statement from the Commission at the addresses in the previous
paragraph. This Prospectus does not contain all of the information set forth in
the Registration Statement and its exhibits. We refer you to the registration
statement for further information about us and the shares. While we believe this
Prospectus provides the material information regarding the contracts and
documents described herein, the statements contained in this Prospectus as to
the contents of any contract or any other documents are not necessarily complete
and, in each such instance, you should refer to the copy of such contract or
document filed as an exhibit to the Registration Statement.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act (File No. 0-15810) is hereby incorporated by reference in this
Prospectus, except as otherwise superseded or modified herein:
The Company's Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed documents which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
We will furnish without charge to each person including any beneficial
owner, to whom this Prospectus is delivered, upon his written or oral request, a
copy of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than exhibits to such
documents). Requests for such copies should be directed to:
BRADLEY PHARMACEUTICALS, INC.
383 Route 46 West
Fairfield, New Jersey 07004
Attention: Daniel Glassman, Chairman of the Board
(973) 883-1505
<PAGE>
PROSPECTUS SUMMARY
The Company
The following summary contains basic information about Bradley
Pharmaceuticals, Inc. and its subsidiaries, and this offering. It may not
contain all the information that may be important to you. You should read this
entire Prospectus, the documents incorporated by reference, including the
financial data and related notes, and the documents to which we have referred
you before making an investment decision. The references to "we," "us" and "our"
mean Bradley Pharmaceuticals, Inc. and its subsidiaries, except where it is
clear the context indicates otherwise.
We market over-the-counter and prescription pharmaceutical and health
related products. Our product line currently includes dermatological brands
(marketed by our wholly-owned subsidiary, Doak Dermatologics, Inc.) and
nutritional respiratory, personal hygiene and internal medicine brands (marketed
by our Kenwood Laboratories division). All of our product lines are manufactured
and supplied by independent contractors under our quality control standards and
marketed primarily to wholesalers. The wholesalers, in turn, distribute our
products to retail outlets and healthcare institutions throughout the United
States and to distributors in selected international markets.
Our growth strategy has been to make acquisitions of established products
from major pharmaceutical organizations that we believe require intensified
marketing and promotional attention. We believe that significant growth
opportunities exist in this market niche as a result of the divestiture by major
pharmaceutical companies of certain established product lines that have become
less profitable in relation to their other products. As a result, we have
acquired, and intend to continue to acquire, rights to manufacture and market
pharmaceutical and health related products which are effective and for which a
demonstrated market exists, but which are not actively promoted and where the
surrounding competitive environment does not necessarily include major
pharmaceutical companies.
Our ability to make further product acquisitions will depend, among other
things, on the availability of appropriate acquisition opportunities, the
ability to obtain appropriate financing and its ability to consummate
acquisitions on favorable terms. Because there can be no assurance that we will
be able to consummate in a timely way attractive acquisitions on favorable
terms, we have and will also continue to focus on developing and extending our
existing acquired product lines.
Our most significant acquisition to date was in December 1993, when we
purchased the DECONAMINE(R) cold/flu/allergy product line from Berlex
Laboratories, Inc., a subsidiary of Schering AG. In satisfaction of all
outstanding obligations then owed to Berlex in 1997 (approximately $2,500,000 in
the aggregate), and in consideration of Berlex's release of its lien covering
our accounts receivable, we (i) paid to Berlex $1,150,000 in cash, plus accrued
interest, (ii) issued to Berlex 450,000 shares of our Class A Common Stock
(which, when added with the other shares of Class A Common Stock previously
issued to Berlex, at the time of issuance, amounted to approximately 19% of our
outstanding Class A Common Stock), and (iii) agreed to issue Berlex, when
permissible in accordance with applicable state corporate law, warrants
entitling Berlex to purchase, under certain conditions, up to an additional
750,000 shares of Class A Common Stock at an exercise price of $1.25 per share.
These warrants are subject to certain anti-dilution provisions and expire two
years after issuance, subject to extension under certain conditions.
We were incorporated in New Jersey in January 1985 and subsequently
reincorporated in Delaware in July 1998. Our principal executive offices are
located at 383 Route 46 West, Fairfield, New Jersey 07004, telephone number
(973) 882-1505.
RISK FACTORS
Before you invest in the shares you should be aware that the value of the
shares in the secondary market is subject to various risks, including those
described below. You should consider carefully these risk factors together with
all of the other information included in this Prospectus before you decide to
purchase the shares.
This Prospectus includes forward-looking statements. All statements other
than statements of historical facts included in this Prospectus, including
certain statements under the "Prospectus Summary", may constitute
forward-looking statements. We have based these forward-looking statements on
our current expectations and projections about future events. Although we
believe that our assumptions made in connection with the forward-looking
statements are reasonable, we cannot assure you that our assumptions and
expectations will prove to have been correct. Important factors that could cause
our actual results to differ from our expectations are disclosed below. These
risks and uncertainties include those relating to regulatory action, capital
requirements and competing products are described in the following section. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
1. Dependence on DECONAMINE(R) Product Line Sales; Uncertainty Regarding
Future Marketing of DECONAMINE(R). For the fiscal years ended December 31, 1997
and 1998, sales of our DECONAMINE(R) product line accounted for approximately
45% and 37%, respectively, of our net sales. As such, our operations can be
deemed to be dependent on our ability to market and sell the DECONAMINE(R)
product line. We cannot assure you, however, that we can continue to
successfully promote and market its DECONAMINE(R) product line.
All over-the-counter cough/cold products are regulated by the United States
Food and Drug Administration pursuant to monographs which specify permissible
active ingredients, labeling and indications. The FDA regulations also establish
when specific drug products, such as the DECONAMINE(R) line of products, change
from prescription to over-the-counter status (i.e., a status not requiring a
prescription for the product purchase). Our DECONAMINE(R) product line, which
currently has prescription status, falls under these monographs. Once a final
monograph is issued by the FDA with respect to a product, the product
historically can remain as a prescription product for up to one additional year.
We anticipate that final monographs for our DECONAMINE(R) product line, thereby
converting the product line from prescription status to over-the-counter status,
are expected to be issued by the FDA at some time in the future. We currently
intend to continue to market and distribute our DECONAMINE(R) line of products
as prescription products for as long as we may lawfully continue to do so. We
are exploring our marketing and distribution strategy relating to the
DECONAMINE(R) product line after final monographs covering these products are
issued. We cannot currently predict how our operations and financial condition
will be affected, or whether we will have resources sufficient to aggressively
market the DECONAMINE(R) line of products, if and when, this product line is
converted from prescription status to over-the-counter status.
Further, our DECONAMINE(R) SR product requires us to file an Abbreviated
New Drug Application (an "ANDA") with the FDA to comply with the regulation that
all controlled release products, like DECONAMINE(R) SR, be the subject of an
ANDA. The cost of this ANDA is approximately $900,000. We entered into an
agreement with Phoenix International to perform the clinical studies required
for the issuance of the ANDA. As of the date of this Prospectus, we have had
paid approximately $350,000 with respect to this project. This project is being
further deferred until regulatory and competitive circumstances warrant
completion and submission to the FDA. Completion of this research and
development project is subject, however, to our either generating sufficient
cash flow from operations to fund the same or obtaining requisite financing from
outside sources, of which there can be no assurance. Therefore, we cannot at
this time reasonably anticipate the timing of the expenditure of funds for these
purposes. If we are unable to further develop and/or file the necessary ANDA for
DECONAMINE(R) SR , it would have a material adverse effect on our business.
2. Reliance on Manufacturers and Suppliers. Currently, we do not own or
operate any manufacturing or production facilities. Rather, our products are
manufactured and supplied by independent companies, many of which also
manufacture and supply products for some of our competitors. All of our
products, including the DECONAMINE(R) line of products, continue to be
manufactured and supplied by independent companies. We do not generally have any
licensing or other supply agreements with manufacturers or suppliers for our
products and are currently dependent upon a limited number of potential
suppliers. Any of these suppliers could terminate their relationship with us at
any time. From time to time we have experienced delays in shipments from some of
our vendors. Although we believe we can obtain replacement manufacturing
arrangements, the absence of such agreements with our present suppliers may, in
certain instances, have an adverse effect upon our sales and marketing efforts.
To date, we have not encountered any problems, or experienced delays, in
locating alternative manufacturers and suppliers. Further, all of our
pharmaceutical suppliers must be authorized under FDA regulations or specific
approvals and must manufacture our products in authorized facilities pursuant to
federally regulated current good manufacturing practices ("CGMP'S"). There can
be no assurance that in the event we were to experience difficulties with our
present manufacturers or suppliers, we would not experience delays in obtaining
products which could materially adversely affect our operations.
3. Pharmaceutical Company. Like all pharmaceutical companies, we are
subject to extensive federal and state regulations, and we cannot predict the
extent to which we may be affected in the future by legislative and other
regulatory developments concerning our products. In the United States, drug
products we sell are subject to regulation by the FDA, principally under the
Federal Food, Drug and Cosmetic Act, as well as by other federal and state
agencies. The FDA regulates all aspects of the testing, manufacture, safety,
labeling, storage, record keeping, advertising and promotion of all drugs,
including the monitoring of compliance with CGMP'S. Non-compliance with
applicable requirements can result in fines and other sanctions, including the
initiation of product seizures, injunction actions and criminal prosecutions
based on practices that violate statutory requirements. In addition,
administrative remedies can involve voluntary recall of products, as well as the
withdrawal of approval of products in accordance with due process procedures.
Similar regulations exist in most foreign countries in which our products are
distributed or sold. Any restriction or prohibition of our sales of products
could also materially and adversely affect our business.
4. Industry Consolidation Among Wholesaler and Chain Store Distributors.
The pharmaceutical distribution industry has recently experienced a significant
consolidation among wholesalers and chain stores. As a consequence, channels for
wholesale and retail pharmaceutical distribution are less abundant than
historically available. As a consequence, we are dependent on a fewer number of
distributors to distribute our products and our ability to negotiate price terms
with such distributors has been eroded. While we believe that this consolidation
among distributors will ultimately reduce our distribution costs, our inability
to aggressively negotiate price terms with them, over the long term, could
inhibit our efforts to achieve targeted profit margins. Notwithstanding our
ability to by-pass the wholesale distribution network by distributing our
products to end-users directly, there can be no assurance that the continued or
future consolidation among pharmaceutical distributors will not materially
adversely affect our operations or financial condition.
5. Expansion Risks; Capital Requirements; Pledge of Substantially All
Assets. Our principal strategy is to continue to expand our business through the
acquisition of businesses and new products, as well as product line extensions,
and increased marketing, distribution, manufacturing and assembling activities.
We seek products that we believe can be profitable under our management and
which there are no adverse FDA rulings. To date, none of our products have been
subject to any adverse FDA ruling and we have no reason to believe that any of
our current products will become the subject of any adverse FDA ruling. There is
no guarantee that sales of newly acquired products will be profitable to us or
that such products will meet anticipated sales levels. Moreover, while we
anticipate making future acquisitions in accordance with our strategic plan, no
assurance can be given that we will consummate any future acquisitions or that
we will be able to achieve the same rates of return and historical sales levels
of any product acquired. In addition, expansion of our marketing and
distribution activities will require us to attract and retain additional
qualified personnel. Although, to date, we have attracted and retained qualified
personnel, there is no assurance that we will be able to continue to recruit or
retain personnel of the requisite caliber or in adequate numbers to enable us to
implement our business strategy. Moreover, no assurance can be given that we
will be able to successfully integrate any newly acquired product or business
into our operations. The failure to do so could have a material adverse effect
on our financial condition and operations.
On April 7, 1999, we entered into a loan agreement with LaSalle Business
Credit, Inc. ("LaSalle") that is comprised of a $5 million revolving asset-based
credit facility and a $2.5 million acquisition note for future product
acquisitions. In order to close this new loan agreement with LaSalle, we had to
pay in full the outstanding loan balance and early termination penalties to The
CIT Group/Credit Finance, Inc. of approximately $1.6 million using a portion of
the availability from the new revolving credit facility. Advances under this new
revoling credit facility are calculated pursuant to a formula which is based on
our then "eligible" accounts receivable and inventory levels. Advances under the
$2.5 million acquisition note are pursuant to having a potential acquisition and
LaSalle's final approval. This new loan agreement has an initial term of three
years, requires an annual facility fee, and is subject to an unused credit line
percentage fee. Interest accrues on amounts outstanding under this new loan
agreement at the rate equal to the prime rate of interest, from time to time,
announced by LaSalle National Bank plus 1% for the revolving credit facility and
plus 2% for the amount outstanding for the acquisition note. Our obligations
under this new loan agreement have been collateralized by our grant to LaSalle
of a lien upon, and the pledge of a security interest in, all of our inventory,
accounts receivable, intangible assets and other assets. This new loan agreement
contains certain covenants and restrictions.
Our expansion strategy presupposes our ability to finance new product
acquisitions from the new acquisition note, existing working capital, positive
cash flow from operations and/or new borrowings. While we are not currently
prohibited from other borrowings of money, our ability to grant liens upon, and
security interests in, our assets is restricted by the terms of our current Loan
Agreement with LaSalle, in whose favor we have granted a security interest in
substantially all of our assets. The existence of the encumbrances covering our
assets granted in favor of LaSalle could adversely affect our ability to secure
new asset-based borrowings if necessary. Accordingly, there can be no assurance
that we will be able to borrow, on commercially reasonable terms or otherwise,
new funds in the future, if necessary to finance further acquisitions or support
operations.
6. Competition. The business of distributing pharmaceutical and health
related products is highly competitive. We compete primarily against established
pharmaceutical and consumer product companies which currently market products
that are equivalent or functionally similar to those we market. We focus our
marketing efforts on products, the major competition for which are products sold
by companies other than major firms in the pharmaceutical industry. We seek to
compete based on targeted marketing and promotional programs and lower prices
and better service. There can be no assurance that we will be successful in this
regard. Moreover, there can be no assurance that major pharmaceutical companies
will not develop and market new and innovative products competitive with any of
our products. Further, since most of our products are not protected by patents,
products similar in composition and intended use could be manufactured and
distributed by our competitors. Most of our competitors possess substantially
greater financial, technical and other resources than we do.
7. Product Liability. Pharmaceutical and health related products, such as
those we market, may carry certain health risks. Consequently, we may be exposed
to potential product liability claims by consumers. We maintain a product
liability insurance policy providing direct coverage in the aggregate amount of
$3,000,000 and we are an additional insured under our manufacturers' policies.
Our present insurance may not be adequate in the event of an adverse judgment
against us. In the event that any product liability claim is not fully funded by
insurance, or if we are unable to recover damages from the manufacturer of a
product that may have caused such injury, we will be required to pay such claims
from our own funds. Any such payment could have a material adverse affect on our
financial condition. In addition, there is no assurance that we will be able to
maintain our liability insurance in effect in the future at reasonable premium
rates, if at all.
8. Government Regulation. Our products are subject to rigorous regulation
by the FDA and by state authorities, primarily under the Federal Food, Drug and
Cosmetic Act and the regulations promulgated thereunder (along with comparable
state laws). These laws regulate the manufacture, shipping, storage and sale of
such products, including CGMP'S, and the storage and use of samples. The FDA,
Federal Trade Commission and state authorities also regulate the advertising of
prescription and over-the-counter products. We have received assurance from our
suppliers that all of the products meet the applicable regulatory standards in
all substantial respects. There is, however, no assurance that our current or
future suppliers will meet all applicable standards. A failure to meet such
standards could substantially adversely impact our business. Adverse
governmental enforcement efforts or future adverse regulatory changes could also
result in a cessation of sales of a product, in penalties, in adverse publicity
and/or recalls or in criminal sanctions.
Certain of our pharmaceutical products are sold over-the-counter. These
products are subject to FDA regulations known as monographs, which specify,
among other things, permissible active ingredients, labeling and indications.
Future FDA enforcement or regulatory decisions or changes to monographs may
hamper our marketing efforts at considerable cost to us or render our products
unlawful for commercial sale, causing us to withdraw our products from the
marketplace or spend substantial funds reformulating the products.
9. Government Price Controls. U.S. Federal and state governments continue
to seek means to reduce costs of Medicare and Medicaid programs, including
placement of restrictions on reimbursement for, or access to, certain drug
products. Major changes were made in the Medicaid program under the Omnibus
Budget Reconciliation Act of 1990. As a result, we entered into a Medicaid
Rebate Agreement with the U.S. Government. Pursuant to the Rebate Agreement, in
order for federal reimbursement to be available for prescription drugs under
state Medicaid plans, we must pay certain statutorily prescribed rebates on
Medicaid purchases. In most other developed markets in which our products are
marketed and sold, governments exert controls over pharmaceutical prices either
directly or indirectly or by controlling admission to, or levels for,
reimbursement by government health programs. The nature of such controls and
their effect on the pharmaceutical industry varies greatly from country to
country. The statutes and regulations that govern our business and activities
are subject to change, and current political and public interest in
pharmaceutical products may lead to changes in federal and state law may affect
us and the way we do business. We cannot anticipate what effect, if any, such
legislation may have on our operations.
10. Chargebacks and Rebates. Chargebacks and rebates are the difference
between the prices at which we sell our products (principally DECONAMINE(R)SR)
to wholesalers and the sales price ultimately paid by the end-user (often
governmental agencies and managed care buying groups) pursuant to fixed price
contracts. We record an estimate of the amount either to be charged back to us
or rebated to the end- user at the time of sale to the wholesaler. Over recent
years, the managed care system of chargebacks and rebates gained greater
acceptance by the pharmaceutical industry in general. Managed care organizations
increasingly began using these sales price adjustments (chargebacks and rebates)
as a method to reduce overall costs in drug procurement. Levels of chargebacks
and rebates have increased momentum and have caused a greater need for more
sophisticated tracking and data gathering to confirm sales at contract prices to
end-users with respect to related sales to wholesalers. We have implemented new
procedures, systems and policies which we believe more closely monitor the
managed care and government sales areas of our business. We record an accrual
for chargebacks and rebates based upon factors including current contract
prices, historical chargeback rates and actual chargebacks claimed. The amount
of actual chargebacks claimed could, however, differ (either higher or lower) in
the near term from the amounts we accrue and could materially impact our
financial condition.
11. Control by Insiders. The beneficial holdings of our executive officers
and directors include 1,654,178 shares of Class A Common Stock and 407,821
shares of Class B Common Stock, $.01 par value per share (the "Class B Common
Stock"), which Class B Common Stock possesses five votes per share (other than
with respect to the election of directors). At all times while there are at
least 325,000 shares of Class B Common Stock issued and outstanding, holders of
the Class B Common Stock, voting as a separate class, have the right to elect a
majority of our Board of Directors. Accordingly, our executive officers and
directors currently have the ability, and it is anticipated that in the future
they will continue to have the ability, to elect a majority of directors and
thereby otherwise authorize certain corporate transactions without concurrence
of our "outside" public stockholders.
12. Dependence on Key Personnel. Our day to day operations are managed by
our President, Chief Executive Officer and Chairman, Daniel Glassman. Mr.
Glassman does not currently have an employment agreement with us. The loss of
the services of Mr. Glassman would materially adversely affect the conduct of
our business.
13. Outstanding Warrants and Options; Shares Eligible for Future Sale.
There are currently outstanding a substantial number of options and warrants
entitling the holders thereof to purchase shares of Class A Common Stock. In
addition, the holders of shares of Class B Common Stock have the unilateral
right, exercisable at any time, to convert their shares of Class B Common Stock
into shares of Class A Common Stock. If all outstanding warrants and options
were exercised and all shares of Class B Common Stock converted into shares of
Class A Common Stock, approximately an additional 2,559,000 shares of Class A
Common Stock would be required to be issued and be outstanding. The sale, or
availability for sale, of such substantial amounts of additional shares of Class
A Common Stock in the public marketplace could adversely affect the prevailing
market price of our securities and otherwise impair our ability to raise
additional capital through the sale of its equity securities.
14. Dividends Prohibited and Otherwise Unlikely. Our credit facility with
LaSalle currently prohibits us from paying any cash dividends at any time while
amounts remain outstanding under the LaSalle credit facility. Moreover, and
without giving effect to the terms of the LaSalle credit facility, we currently
do not intend to declare or pay cash dividends in the foreseeable future.
Earnings, if any, are expected to be retained to finance and used to invest in
our business.
15. Year 2000 Risks. As has been widely reported, many computer systems
process dates based on two digits for the year of transaction and may be unable
to process dates in the year 2000 and beyond. There are many risks associated
with the year 2000 compliance issue, including but not limited to the possible
failure of our systems and hardware with embedded applications. Any such failure
could result in (i) our inability to source inventory; (ii) the malfunctioning
of our service processes, (iii) our inability to properly bill and collect
payments from out customers and/or (iv) errors or omissions in accounting and
financial data, any of which could have a material adverse effect on our results
of operations and financial condition. In addition, there can be no guarantee
that the systems of other companies, including our vendors, utilities and
customers, will be converted in a timely manner, or that a failure to convert by
another company, or a conversion that is incompatible with our systems, would
not have a material adverse effect on us. We have not yet developed any
contingency plans.
16. Anti-takeover Provisions; Class B Common Stock; Authorization of
Preferred Stock. Our charter authorizes us to issue of up to 2,000,000 shares of
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. The authorization of
such preferred stock empowers the Board of Directors, without further
stockholder approval, to issue preferred shares with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our Common Stock. In the event of issuance,
such preferred stock could be utilized, under certain circumstances, as a method
of discouraging, delaying or preventing a change of control. To date, no shares
of preferred stock have been issued. In addition, we are and will continue to
be, subject to the anti-takeover provisions of the Delaware Corporation Law,
which could have the effect of delaying or preventing a change of control.
Our charter also provides that at all times while there are at least
325,000 shares of Class B Common Stock issued and outstanding, the holders of
such shares of Class B Common Stock shall have the right, voting as a separate
class, to elect a majority of the Board of Directors of the Company. As of the
date of this Prospectus, 431,552 shares of Class B Common Stock are issued and
outstanding, 316,736 shares of which are beneficially owned by Daniel Glassman,
our President, Chief Executive Officer and Chairman of the Board. As such, Mr.
Glassman may be deemed to effectively control us and the existence of these
shares of Class B Common Stock could have the effect of preventing a change of
control.
17. Fluctuations in Stock Price. Stock prices of emerging growth
pharmaceutical and micro-cap companies such as ours are subject to significant
fluctuations. The stock price may be affected by a variety of factors that could
cause the price of our common stock to fluctuate, perhaps, substantially,
including: announcements of developments related to our business; quarterly
fluctuations in our actual or anticipated operating results; general conditions
in the pharmaceutical and health care industries; new products or product
enhancements by us or our competitors; developments in patents or other
intellectual property rights and litigation; and developments in our
relationships with our customers and suppliers. In addition, in recent years the
stock market in general and the market for shares for small capitalization and
emerging growth pharmaceutical companies in particular, have experienced extreme
price fluctuations which may or may not have been related to the operating
performance of affected companies. Any such fluctuations in the future could
adversely affect the market price of our common stock. There can be no assurance
that the market price of the common stock of the Company will not decline.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling shareholders.
SELLING SHAREHOLDERS
The shares are being registered pursuant to registration rights obligations
we have to Berlex Laboratories, Inc. and Stern, Stewart & Co., Inc. Other than
the shares offered hereby, neither of the selling shareholders holds more than
one (1%) percent or more of our common stock nor have the selling shareholders
ever held any position or office with us. The shares held by the selling
shareholders are being registered due to contractual arrangements between us and
such holders. We have been advised that the selling shareholders intend to sell
the shares at unspecified times on a delayed or continuous basis depending upon,
among other things, favorable market conditions.
The following table sets forth certain information with respect to the
beneficial ownership of the Shares by the Selling Shareholders:
Beneficial Beneficial
Ownership Number of Ownership
of Shares of Shares of of Shares of
Name of Selling Common Stock Common Stock Common Stock
Shareholder Prior to Offering to be Offered After Offering
- --------------- ----------------- ------------- --------------
Berlex Laboratories, Inc. 2,200,000(1) 2,200,000(1) 0
Stern, Stewart & Co., Inc. 70,000 70,000(2) 0
- --------------------------
1. Includes warrants to acquire 750,000 shares for $1.25 per share.
2. Represents shares issuable upon exercise of warrants at $3.12 per share.
PLAN OF DISTRIBUTION
The selling shareholders have advised us that there are presently no
underwriting arrangements with respect to the sale of the shares; however, such
arrangements may exist in the future. The selling shareholders, or their
pledges, donees transfers or other successors in interest, may choose to sell
all or a portion of the shares from time to time as market conditions permit in
the over-the-counter market, or otherwise, at prices and terms then prevailing
or at prices related to the then-current market price, or at negotiated prices.
The shares may also be sold by one or more of the following methods,
without limitation: (a) block trades in which a broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker and dealer for its account
pursuant to this Prospectus; (c) ordinary brokerage transactions (which may
include long or short sales) and transactions in which the broker solicits
purchases; (d) "at the market" to or through market makers and into an existing
market for the shares; (e) in other ways not involving market makers or
established trading markets, including direct sales to purchasers or sales
effected through agents; (f) through transactions in options, swaps or other
derivatives (including transactions with broker-dealers or other financial
institutions that require the delivery by such broker-dealers or institutions of
the shares, which shares may be resold thereafter pursuant to this Prospectus);
or (g) any combination of the foregoing, or by any other legally available
means. In effecting sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Such
broker or dealers may receive commissions or discounts from selling shareholders
in amounts to be negotiated. Such brokers and dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act in connection with such sales.
Notwithstanding the foregoing, we entered into an agreement with Berlex
pursuant to which Berlex has agreed that prior to it offering for sale, transfer
or assignment any of the shares in a private sale (which shall be deemed to
exclude sales pursuant to Rule 144 under the Securities Act) either through a
sale on Nasdaq or on a national securities exchange (an "Open Market Sale") or a
sale at which the price per share is determined or to be determined by an
agreement, written or otherwise, between Berlex and the prospective buyer of
such shares, not on Nasdaq or on a national securities exchange (an "Agreed Upon
Sale"), (the shares to be offered for sale by Berlex are herein referred to as
the "Offered Shares"), Berlex shall provide us with the opportunity to purchase
the Offered Shares at the Sales Price (as defined below). We may exercise such
opportunity by making payment of cash to Berlex within five business days from
our receipt of the Sales Notice (as defined below) provided that we must, at
Berlex' request, provide prior to such payment evidence reasonably satisfactory
to Berlex that (A) the purchase of such Offered Shares by us will not constitute
a purchase in violation of applicable corporate or other applicable law and (B)
there will not occur within 91 days after the date of such payment certain
events of insolvency or bankruptcy. In the event Berlex makes such a request,
such five business day period shall be extended by such time as is reasonably
required for us to comply with (A) and (B) above (but in no event more than two
additional business days). If we fail to pay for the Offered Shares within five
business days (as the same may be extended) of our receipt of the Sales Notice,
Berlex may sell such Offered Shares during the next 30 days, in the case of an
Agreed Upon Sale, or 90 days in the case of an Open Market Sale, free of our
right whatsoever to purchase the Offered Shares; provided however, that the sale
of the Offered Shares shall, on an Open Market Sale, be made on Nasdaq or on a
national securities exchange and in the event of an Agreed Upon Sale be made at
the price not less than the Offer Price (as defined below). In the event Berlex
does not sell the Offered Shares within such 30 or 90 day period, the
above-described rights continue to apply to any proposed private sale by Berlex
of the Shares as if no Sales Notice had been given. For purposes hereof, "Sales
Price" means (i) in the case of an Open Market, the price per share which is
equal to the average of the bid and asked price published in the Wall Street
Journal on the business day before the Sales Notice is sent by Berlex to us (or
if there is no bid and asked price on such business day, on the most recent day
on which a bid and asked price had been published in the Wall Street Journal) or
(ii) in the case of an Agreed Upon Sale, the price per share at which the
Selling Stockholder proposes to sell the Offered Shares (the "Offered Price").
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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, we 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 express in the Act and will be governed by the
final adjudication of such issue.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.
EXPERTS
The financial statements incorporated by reference in this Prospectus have
been audited by Grant Thornton, LLP, independent certified public accountants,
to the extent and for the periods set forth in their reports incorporated herein
in reliance upon such report given upon the authority of said firms as experts
in auditing and accounting.
<PAGE>
<TABLE>
<S> <C>
No dealer, salesperson or other person has been
authorized to give any information or to make any 2,270,000 Shares of Common Stock
representations in connection with this offering
other than those contained in this Prospectus and,
if given or made, such information or representations
must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy by
anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the
person making such offer or solicitation is not BRADLEY
qualified to do so, or to any person to whom it is PHARMACEUTICALS, INC.
unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an
implication there has not been any change in the affairs
of the Company since the date hereof.
TABLE OF CONTENTS
PROSPECTUS
Page
----
Available Information 2
Incorporation of Certain
Information by Reference 3
Prospectus Summary 4
Risk Factors 5
Use of Proceeds 11
Selling Shareholders 12
Plan of Distribution 12
Indemnification 14
Legal Matters 14 APRIL , 1999
Experts 14
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates expenses in connection with the offering described in
this Registration Statement will be as follows:
Item Amount
Securities and Exchange Commission Registration Fee $ 749.38
Printing and Engraving Expenses 500.00
Accountants' Fees and Expenses 4,000.00
Legal Fees and Expenses 4,000.00
NASDAQ Listing Fees -
Placement Agent's Fees and Expenses -
Miscellaneous 750.62
---------
Total $10,000.00
----------
----------
Item 15. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification of Directors
and Officers" in the Company's Registration Statement on Form SB-2, filed
October 15, 1997, No. 33-37935, is incorporated herein by reference.
Item 16. Exhibits.
Exhibit
Numbers Description of Documents
3.1 Certificate of Incorporation of the Company, as amended (Incorporated
by reference from the Company's Proxy Statement for the 1998 Annual
Meeting)
3.2 By-laws of the Registrant, as amended (Incorporated by reference from
the Company's Proxy Statement for the 1998 Annual Meeting)
4.1 Placement Agent's Unit Purchase Option (Incorporated by reference
from the Company's Proxy Statement for the 1998 Annual Meeting)
10.1 1990 Stock Option Plan, as amended (Incorporated by reference to
Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996.
10.2 Form of 11% Subordinated Note dated June 14, 1990 (Incorporated
by reference to Exhibit 10.6 to the Company's Registration Statement
on Form S-1, Registration No. 33-36120)
10.3 Asset Purchase Agreement between the Company and Hoechst Roussel
Pharmaceuticals Incorporated (Incorporated by reference to Exhibit
10.10 to the Company's Registration Statement on Form S-1,
Registration No. 33-36120)
10.4 Asset Purchase Agreement dated December 15, 1992 between the Company,
Upsher Smith and Kenneth Evenstad (Incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K for an event
dated December 15, 1992)
10.5 Manufacturing Agreement dated December 15, 1992 between the Company,
Upsher Smith and Kenneth Evenstad (Incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K for an event
dated December 15, 1992)
10.6 Asset Purchase Agreement dated March 30, 1993 between the Company and
Tsumura Medical Inc. (Incorporated by Reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1992
10.7 Trademark Security Agreement dated March 30, 1993 between the Company
and Tsumura International Inc. (Incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993
10.8 Purchase Agreement dated November 10, 1993 between Berlex and the
Company, as amended by Amendments Numbers One and Two thereto, dated
November 19, 1993 and December 9, 1993, respectively (Incorporated by
reference to Exhibits 10.1 through 10.3 to the Company's Current
Report on Form 8-K for an event dated December 10, 1993)
10.9 Trademark Security Agreement dated December 9, 1993 between Berlex
and the Company (Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K for an event dated December 10,
1993)
10.10 Supply and Distribution Agreement dated December 9, 1993 between
Berlex and the Company (Incorporated by reference to Exhibit 10.5 to
the Company's Current Report on Form 8-K for an event dated December
10, 1993)
10.11 Form of Plan of Merger dated as of January 31, 1994 between Doak and
the Company (Incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K for an event dated February 14,
1994)
10.13 Consulting Agreement dated as of January 31, 1994 between the Company
and Dr. Krafchuk (Incorporated by references to Exhibit 10.3 to the
Company's Current Report on Form 8-K for an event dated February 14,
1994)
10.14 Consulting Agreement dated as of January 31, 1994 between the Company
and Mrs. Krafchuk (Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K for an event dated February 14,
1994)
10.15 Lease Modification Agreement dated as of February 1994 between
Dermkraft, Inc. and Doak (Incorporated by reference to Exhibit 10.6
to the Company's Current Report on Form 8-K for an event dated
February 14, 1994)
10.16 Purchase and Assignment Agreement between Upjohn and the Company
(Incorporated by reference to Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993)
10.17 Amendment No. 4 dated January 6, 1996 to the Asset Purchase Agreement
dated November 10, 1993 between Berlex Laboratories, Inc. and the
Company (Incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K for an event dated January 5, 1996)
10.18 Security Agreement dated as of January 5, 1995 between the Company
and Berlex Laboratories, Inc. (Incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K for an event dated
January 5, 1996)
10.19 Amendment to Trademark Security Agreement dated as of January 5,
1995, between the Company and Berlex Laboratories, Inc. (Incorporated
by reference to Exhibit 10.3 to the Company's Current Report on Form
8-K for an event dated January 5, 1996)
10.20 Settlement Agreement dated as of September 30, 1996 among the
Company, Stiefel Canada, Inc., Trans CanaDerm, Inc. and Louis Vogel
et al. (Incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K for an event dated September 30, 1996)
10.21 Amendment No. 5 dated as of December 23, 1996 to the Asset Purchase
Agreement between the Company and Berlex (Incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K for an
event dated December 23, 1996)
10.22 Security Agreement and subsidiary Security Agreement dated as of
December 23, 1996 among Doak Dermatologics, Inc. and Berlex
(Incorporated by reference to Exhibit 10.2 to the Company Current
Report on Form 8-K for an event dated December 23, 1996)
10.23 Confession of Judgment from the Company and Doak Dermatologics, Inc.
with respect to the March 1997 payment (Incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form 8-K for an event
dated December 23, 1996)
10.24 Amendment No. 6 to Asset Purchase Agreement dated as of September 19,
1997 between the Company and Berlex
10.25 Warrant to Purchase up to 750,000 Shares of Class A Common Stock of
the Company issued to Berlex
10.26 Loan and Security Agreement dated as of September 19, 1997 among CIT,
the Company, Doak, Bradley Pharmaceuticals (Canada), Inc. and Bradley
Pharmaceuticals Overseas, Ltd.
10.27 Assignment, Security Agreement and Mortgage - Trademarks and Patents,
dated as of September 19, 1997 between Doak and CIT
10.28 Assignment, Security Agreement and Mortgage - Trademarks, dated as of
September 19, 1997 between Doak and CIT
10.29 Guaranty dated September 19, 1997 of Daniel Glassman issued to CIT
21.1 Subsidiaries of the Registrant (Incorporated by reference to Exhibit
21.1 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996)
23.2 Consent of Grant Thornton LLP (page II-9)
24.1 Power of Attorney (page II-6)
Item 17. Undertakings.
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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 express in the Act and
will be governed by the final adjudication of such issue. The undersigned
registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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;
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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the Registration Statement is on Form S-3 or Form S-8 and
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable ground 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 Fairfield, New Jersey, on the 8th day of April, 1999.
BRADLEY PHARMACEUTICALS, INC.
By: /s/ Daniel Glassman
--------------------------
DANIEL GLASSMAN
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel Glassman, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign (i) any and all amendments (including post-effective amendments) to this
Registration Statement and to the file the same with all exhibits thereto, and
other documents in connection therewith and (ii) any registration statement and
any and all amendments thereto, relating to the offer covered hereby filed
pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do an perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, 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 date indicated:
Signature Title Date
- --------- ----- ----
/s/ Daniel Glassman Chairman of the Board April 8, 1999
- -------------------------- President and Chief
Daniel Glassman Executive Officer
/s/ Iris S. Glassman Treasurer and Director April 8, 1999
- --------------------------
Iris S. Glassman
/s/ David H. Hillman Secretary and Director April 8, 1999
- --------------------------
/s/ Philip W. McGinn, Jr. Director April 8, 1999
- --------------------------
Philip W. McGinn, Jr.
/s/ Seymour I. Schlager Director April 8, 1999
- --------------------------
Seymour I. Schlager
/s/ Alan G. Wolin Director April 8, 1999
- --------------------------
Alan G. Wolin
<PAGE>
Exhibit 5
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
April , 1999
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
Re: Bradley Pharmaceuticals, Inc.
Gentlemen:
We have acted as counsel to Bradley Pharmaceuticals, Inc., a
Delaware Corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-3 (Registration No. 333- ),
covering the registration of 2,270,000 shares of common stock, par value $.01
per share ("Common Stock"). We have been asked to issue an opinion as to whether
the Common Stock being registered will, when sold, be legally issued, fully
paid, non-assessable, and binding obligations of the Company.
As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth. We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us. We have assumed that the corporate records of the Company
furnished to us constitute all of the existing corporate records of the Company
and include all corporate proceedings taken by it.
Based solely upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock are duly authorized, issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.
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.
Very truly yours,
Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel LLP
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 9, 1999 accompanying the consolidated
financial statements of Bradley Pharmaceuticals, Inc. appearing in the Annual
Report on Form 10-KSB for the year ended December 31, 1998 which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Parsippany, New Jersey
April 7, 1999
