<PAGE>
As filed with the Securities and Exchange Commission via EDGAR on April 29,
1996.
Registration Nos. 2-99035
33-51914
33-79954
33-79956
333-02885
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
__________________
PHARMACEUTICAL RESOURCES, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1322182
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Ram Ridge Road
Spring Valley, New York 10977
------------------------------------------------------------
(Address of principal executive offices, including zip code)
1990 STOCK INCENTIVE PLAN AND
1983 STOCK OPTION PLAN
(Full title of the plan)
KENNETH I. SAWYER, President
Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
(914) 425-7100
------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Copies of all communications to:
STEPHEN A. OLLENDORFF, ESQ.
STEPHEN R. CONNONI, ESQ.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
(212) 481-9500
================================================================================
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
Pursuant to Rule 429, the Prospectus included herein relates to each of the
following Registration Statements on Form S-8: Registration Nos. 2-99035, 33-
51914, 33-79954, 33-79956, 333-02885, as filed with the Securities and Exchange
Commission on July 17, 1985, September 11, 1992, June 9, 1994, June 9, 1994 and
April 26, 1996, respectively.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 contains the form of reoffer
prospectus to be used by an executive officer of the Registrant with respect to
the control securities acquired by him, or that may be acquired by him, pursuant
to certain of the Registrant's employee benefit plans.
The following reoffer prospectus filed as part of this Post-Effective
Amendment No. 1 has been prepared in accordance with the requirements of Part I
of Form S-8 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of shares of common stock of Pharmaceutical Resources,
Inc. (the "Company"), which shares will be acquired by an officer of the Company
under the Company's plans described below.
(ii)
<PAGE>
PROSPECTUS
----------
380,000 SHARES
PHARMACEUTICAL RESOURCES, INC.
COMMON STOCK
------------
This Prospectus relates to 380,000 shares of Common Stock (the "Common
Stock"), par value $.01 per share, of Pharmaceutical Resources, Inc. (the
"Company") being offered by one of the Company's executive officers (the
"Selling Stockholder"). See "Selling Stockholder." The shares of Common Stock
offered hereby will be issued by the Company to the Selling Stockholder upon the
exercise by the Selling Stockholder of options (the "Officers Options") to
purchase Common Stock granted to him pursuant to the Company's 1990 Stock
Incentive Plan and/or the Company's 1983 Stock Option Plan (collectively, the
"Plans").
The Company intends to issue the Common Stock subject to the Officers
Options from time to time upon the exercise of the Officers Options by the
Selling Stockholder. Officers Options to purchase the 380,000 shares of Common
Stock offered hereby are presently exercisable at a purchase price of $3.50 per
share and expire at the close of business on June 10, 1996. Of such Options,
Officers Options to purchase 30,000 shares of Common Stock offered hereby were
granted pursuant to the Company's 1993 Stock Option Plan on June 11, 1991, and
Officers Options to purchase 350,000 shares of Common Stock offered hereby were
granted pursuant to the Company's 1990 Stock Incentive Plan on June 11, 1991.
The Common Stock is listed on The New York Stock Exchange (the "NYSE")
and the Pacific Stock Exchange (the "PSE") under the symbol "PRX." On April 24,
1996, the closing sale price for the Common Stock, as reported in The Wall
--------
Street Journal, was $7.50 per share.
- ---------------
The shares offered hereby may be sold by the Selling Stockholder or by
his pledges, donees, transferees or other successors in interest from time to
time. Sales may be made on one or more securities exchanges, if then listed
thereon, or in the over-the-counter market, or otherwise, at current market, or
in negotiated transactions. Sales may also be effected by selling the shares by
various methods to or through brokers or dealers or in face-to-face transactions
without a broker or dealer. See "Plan of Distribution."
No underwriting is being utilized in connection with this registration
of Common Stock, and, accordingly, the shares of Common Stock are being offered
without underwriting discounts or commissions. The expenses of this registration
will be paid by the Company. Normal brokerage commissions, discounts and fees
will be payable by the Selling Stockholder. See "Plan of Distribution." The
Company will receive none of the proceeds from any sales by the Selling
Stockholder of the Common Stock offered hereby. See "Use of Proceeds."
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" ON PAGE 5 HEREOF.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION 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 29, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at its offices at Judiciary Plaza,
450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549 and at the regional
offices of the SEC located at Seven World Trade Center, Suite 1300, New York,
New York 10048; Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 5670 Wilshire Boulevard, 11th Floor, Los
Angeles, California 90036. Copies of such materials can be obtained by mail from
the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Common Stock is listed on the NYSE and the PSE. Reports, proxy
statements and other filed information about the Company can be inspected at the
offices of these Exchanges.
The Company has filed with the SEC a Post-Effective Amendment No. 1 to
certain Registration Statements on Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, with respect to the Common Stock offered hereby. This Prospectus,
which constitutes a part of such Registration Statements, does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto, as permitted by the rules and regulations of the SEC. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statements, including the exhibits
thereto and the financial statements, notes and schedules filed as parts
thereof, which may be inspected and copied at the public reference facilities of
the SEC referred to above. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete, and in
each instance reference is made to the full text of such contract or document
filed as an exhibit to the Registration Statements, each such statement being
qualified in all respects by such reference.
The Company furnishes stockholders with annual reports containing
audited financial statements and with proxy material for its annual meetings.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed by the Company with the
SEC are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K, as amended, for the
year ended September 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 30, 1995.
3. The description of the Common Stock, which is registered under
Section 12 of the Exchange Act, contained in the Company's Registration
Statement on Form 8-B, including any amendments or reports filed for the purpose
of updating such description.
4. The Company's Form 15, filed on January 13, 1996.
All reports and other documents filed by the Company with the SEC
pursuant to Sections 13(a) and 14 of the Exchange Act subsequent to the date of
this Prospectus, including any amendments to previously filed documents and,
prior to the filing of a post-effective amendment, which indicate that all
securities offered hereby have been sold or which deregister all securities then
remaining unsold, shall be deemed to be incorporated by reference in and to be a
part of this Prospectus from the date of filing of such reports and documents.
Any statement contained herein or in a document which is incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement in any subsequently filed
document that is also deemed to be incorporated by reference herein modifies or
supersedes such prior statement.
This Prospectus incorporates documents by reference which are not
presented or delivered herewith. These documents are available upon written or
oral request from the Company, without charge, to each person to whom a copy of
this Prospectus has been delivered, other than exhibits to those documents.
Requests should be directed to the Office of the Secretary, Pharmaceutical
Resources, Inc., One Ram Ridge Road, Spring Valley, New York 10977, telephone:
(914) 425-7100.
THE COMPANY
Pharmaceutical Resources, Inc. ("PRI" or the "Company") is a holding
company which, through its subsidiaries, is in the business of manufacturing and
distributing a broad line of generic drugs. PRI operates primarily through its
wholly-owned subsidiary, Par Pharmaceutical, Inc. ("Par"), a manufacturer and
distributor of generic drugs. In addition to Par, PRI has organized ParCare,
Inc. ("ParCare"), a subsidiary established in September 1995,
3
<PAGE>
to meet the specialized needs of managed care organizations. In May 1995, PRI-
Research, Inc., a newly created subsidiary of PRI, formed a joint venture, Clal
Pharmaceutical Resources Limited Partnership (the "Joint Venture"), with Clal
Pharmaceutical Industries Ltd., an Israeli company ("Clal"), to research and
develop generic pharmaceutical products. PRI has six other subsidiaries, the
activities of which are not significant. PRI was organized as a subsidiary of
Par under the laws of the State of New Jersey on August 2, 1991.
On August 12, 1991, Par effected a reorganization of its corporate
structure, pursuant to which PRI became Par's parent company. References herein
to "PRI" or the "Company" shall be deemed to refer to PRI and all of its
subsidiaries since August 12, 1991, or Par and all of its subsidiaries prior
thereto, as the context may require. The Company's executive offices are located
at One Ram Ridge Road, Spring Valley, New York 10977, and its telephone number
is (914) 425-7100.
RISK FACTORS
The following considerations should be carefully considered, as well
as other matters described in this Prospectus and incorporated materials, in
evaluating the Company and its business prospects before any decision is made to
purchase any of the Common Stock offered hereby.
RECENT OPERATING LOSSES
The Company incurred an operating loss for the 1995 fiscal year and
the first quarter of the 1996 fiscal year and expects to incur an operating loss
in the second quarter of the 1996 fiscal year. The Company expects a continued
decline in sales of its currently distributed products and a decline in one of
its significant manufactured products which, if not offset by increased sales of
other currently manufactured products or sales of new distributed or
manufactured products, would result in continued declines in net sales, gross
margins and, accordingly, could result in further losses. There can be no
assurance that the Company will be profitable in the future.
EFFECTS OF COMPETITION, DEPENDENCE UPON NEW PRODUCTS
The generic pharmaceutical industry is highly competitive. The
Company's competitors include many generic drug manufacturers and a number of
major branded pharmaceutical companies which, as part of their business, market
both brand name prescription drugs and generic versions of these brand name
drugs.
Certain manufacturers of brand name drugs and/or their affiliates have
begun introducing generic pharmaceutical products equivalent to such brand name
drugs at relatively low prices. Such pricing could have the effect of inhibiting
the Company and other manufacturers of generic pharmaceutical products from
developing and introducing generic pharmaceutical products comparable to certain
brand name drugs. If pricing pressures
4
<PAGE>
continue, the Company's gross profit margins could be adversely affected. This,
in turn, may discourage the Company's development of new products and increase
the Company's losses.
In addition, increased price competition among manufacturers of
generic pharmaceutical products, resulting from new generic pharmaceutical
products being introduced into the market and other generic pharmaceutical
products being reintroduced into the market, has led to an increase in demands
by customers for downward price adjustments by the manufacturers of generic
pharmaceutical products, including the Company, for certain products which have
already been delivered. No assurance can be given that such price adjustments,
which reduce the Company's gross profit margins, will not continue, or even
increase, with a consequent adverse effect on the Company's financial condition
and results of operations.
Also, major branded pharmaceutical companies have directly launched,
or have formed alliances to market their patented drugs prior to patent
expiration as generic drugs. This competitive effort has had a negative impact
on the Company's ability to sell certain generic drugs to its customers and to
generate customary revenues from the launch of its new products, as the channel
of distribution is either closed or severely limited or the Company is forced to
meet lower market pricing.
Until recently, the Company was the sole generic manufacturer of a
product, which along with two other products, has accounted for a significant
percentage of net sales and gross margin. Two other generic pharmaceutical
manufacturers received U.S. Food and Drug Administration (the "FDA") approval
for the product during the second half of calendar 1995. Due to increased
competition for this one product, the Company anticipates a decline in its sales
for this product, but is not able to determine, at this time, the overall
financial impact on the sales, gross margins or net income of the Company. Any
significant decline in the sales of this one product will adversely affect the
results of operations of the Company, unless offset by increases in sales of
other products manufactured and/or distributed by the Company.
The Company's experience has shown that generic pharmaceutical
products at their initial introduction generally are priced to yield relatively
high gross profit margins. As additional manufacturers introduce comparable
generic pharmaceutical products into this highly competitive market, price
competition has historically intensified and sales prices and product gross
profit margins have typically declined. Accordingly, any future profitability of
the Company is dependent upon its ability to develop and introduce new products
on a timely and cost-effective basis. No assurances can be given that the
Company will be able to develop and introduce successful products in the future.
If the Company is unable to develop and introduce successful new products, its
gross profit margins may decline significantly and its losses may increase.
5
<PAGE>
EXTENSIVE GOVERNMENT REGULATION
The Company is subject to extensive pharmaceutical industry regulation
and cannot predict the extent to which it may be affected by legislative and
other regulatory developments concerning its products and the health care field
generally. Pharmaceutical manufacturers and distributors are subject to
extensive regulation by the Federal government, principally the FDA and the Drug
Enforcement Administration, and, to a lesser extent, by state governments. The
Federal Food, Drug and Cosmetic Act, the Controlled Substances Act, the Generic
Drug Enforcement Act of 1992 and other Federal statutes and regulations govern
or influence the testing, manufacture, safety, labeling, storage, recordkeeping,
approval, advertising and promotion of the Company's products. Noncompliance
with applicable requirements can result in fines, perhaps significant in amount,
and other sanctions imposed by courts and/or regulatory bodies, including the
initiation of product seizures, injunctive actions and criminal prosecutions. In
addition, administrative enforcement actions can involve the recall of products,
as well as the refusal of the government to enter into supply contracts with,
and/or to approve new drug applications of, a noncomplying entity. The FDA also
has the authority to revoke approval of drugs in accordance with statutory
procedures.
The Company is substantially dependent upon obtaining timely approvals
of Abbreviated New Drug Applications ("ANDAs") from the FDA before marketing its
products. From time to time such approvals may be subject to unforeseen delays.
Issuance by the FDA of new generic product approvals has slowed over the last
several years because of investigations into the generic drug industry and the
FDA approval process. The findings of these investigations led to, and are
expected to continue to lead to, legislative, regulatory, and/or policy changes
to strengthen the effectiveness of the approval process. As a result, the new
generic drug approval process is more stringent and difficult, as well as more
costly and time-consuming.
SHARES ELIGIBLE FOR RESALE
The Company's largest stockholder, Clal, owns 2,027,272 shares of
Common Stock and holds warrants to purchase an additional 2,005,107 shares of
Common Stock. The shares of Common Stock and the shares of Common Stock
underlying such warrants represent, in the aggregate, approximately 20% of the
shares of the Company's Common Stock. Clal is entitled to two demand
registrations under the Securities Act of shares of Common Stock owned by it and
one additional demand registration if the warrants are exercised. In addition,
the Company has granted Clal the right to register shares of Common Stock owned
by Clal on each occasion that the Company registers shares of Common Stock,
subject to certain limitations and exceptions. If Clal registers and sells a
substantial portion of the shares of Common Stock owned by it and/or the shares
of Common Stock underlying the warrants, the influx of such a large number of
shares of Common Stock into the public market could depress the market price for
the Common Stock.
6
<PAGE>
DEPENDENCE ON MAJOR CUSTOMERS
During the 1995 fiscal year, sales to the Company's two largest
customers amounted to 9% and 8%, respectively, of net sales. The loss of one or
both of these customers or significantly decreased sales to one or both of these
customers could have a material adverse effect on the Company's results of
operations. Neither of such customers has written agreements with the Company.
RAW MATERIALS
The raw materials essential to the Company's manufacturing business
are purchased primarily from United States distributors of bulk pharmaceutical
chemicals manufactured by foreign companies. To date, the Company has
experienced no significant difficulty in obtaining raw materials and expects
that raw materials will generally continue to be available in the future.
However, since the Federal drug application process requires specification of
raw material suppliers, if raw materials from a specified supplier were to
become unavailable, approval by the FDA of a new supplier would be required.
While a new supplier becomes qualified by the FDA and its manufacturing process
is judged to meet FDA standards, a delay of six months or more in the
manufacture and marketing of the drug could result, which could in turn have an
adverse effect on the Company's financial condition and results of operations.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
During its six most recent completed fiscal years, the Company paid no
cash dividends on its Common Stock. The payment of future dividends on its
Common Stock is subject to the discretion of the Board of Directors and is
dependent upon many factors, including the Company's earnings, if any, its
capital requirements and the terms of its financing agreements. The Company's
current loan agreement with Fleet Bank, N.A. prohibits the payment of dividends
in excess of 25% of the net income the Company. The Company does not anticipate
paying any cash dividends in the reasonably foreseeable future.
DEPENDENCE ON KEY PERSONNEL
The success of the Company is largely dependent on the efforts of
Kenneth I. Sawyer, President, Chief Executive Officer and Chairman of the Board
of the Company, who devotes his full time to the affairs of the Company, and the
management team recruited by him. The loss of the services of Mr. Sawyer, or of
certain members of his management team, or their inability to perform services
on behalf of the Company could materially and adversely affect the operations of
the Company, at least until a qualified replacement is found, if any. Mr. Sawyer
has been instrumental in developing the Company's relationship with Clal, in
increasing the Company's research and development efforts and in searching for
new marketing partners and new products. The success of the Company is dependent
upon the
7
<PAGE>
success of these efforts, which are, in turn, dependent upon Mr. Sawyer's
continued employment and input.
PRODUCTS LIABILITY INSURANCE
The pharmaceutical industry generally obtains products liability
insurance for possible claims for personal and other injury resulting from
allegedly defective products. The Company has a products liability policy in the
amount of $25,000,000. While the Company has not experienced a significant claim
for personal or other injuries resulting from allegedly defective products,
substantial claims or series of claims, if successful and in excess of its
coverage or subject to an exclusion from its coverage, would have a material
adverse effect upon the business and financial condition of the Company.
UNCERTAINTIES IN HEALTH CARE INDUSTRY; POSSIBLE STOCK PRICE VOLATILITY
The health care industry is undergoing substantial changes and is
rapidly evolving. The nature and extent of such changes and their future effects
are subject to considerable uncertainties. In particular, the Federal, state and
local governments are considering major legislative changes to and restructuring
of the way health care is delivered in the United States. There can be no
assurances as to the nature, extent, timing or effects of any such changes or
restructurings on the health care industry in general and/or the pharmaceutical
industry in particular or any of the companies comprising such industries.
Significant changes in the health care system in the United States or elsewhere
could have a substantial, possibly negative, impact over time on the manner in
which the Company conducts its business. In light of such uncertainties and
possible future developments in this area, the trading prices of the securities
of any such publicly-traded companies, such as the Company, may be subject to
considerable volatility.
ANTI-TAKEOVER PROVISIONS IN CERTIFICATE OF INCORPORATION;
COMMON STOCK PURCHASE RIGHTS
Under the Company's Certificate of Incorporation, the Board of
Directors has staggered terms, and the Board of Directors may remove a director
only for cause. These provisions may have the effect of rendering the Company a
less attractive target for unfriend ly acquisition by a person or company that
does not have the support of the Board of Directors by making it more difficult
for such person or company to obtain control of the Company.
In addition, each share of outstanding Common Stock carries with it
one Common Stock Purchase Right ("Right"). Generally, the Rights become
exercisable only if a person or group has (with certain exceptions) acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
Company's Common Stock, or if the Board of Directors has determined that a
person or group has sought control of the Company with the result that control
by such person or group ("Disqualifying Persons") would be detrimental to
8
<PAGE>
the maintenance, renewal or acquisition of the Company's governmental or
regulatory approvals. If such person or group thereafter acquires beneficial
ownership of 25% or more of the Company's outstanding Common Stock, or if the
Board of Directors determines that there is a reasonable likelihood that control
of the Company by a Disqualifying Person would result in the loss of, or denial
of approval for, any governmental or regulatory approval of the Company, each
outstanding Right not owned by such person or group would entitle the holder to
purchase, for $25 (the exercise price of a Right), shares of Common Stock having
a market value of $50. Under certain other circumstances, including the
acquisition of the Company in a merger or other business combination, each Right
not owned by the acquiring party would entitle the holder to purchase, for $25,
securities of the acquirer having a market value of $50. The Rights are subject
to redemption by the Company at a redemption price of $.01 per Right.
The overall impact of these provisions may be to make more difficult
or discourage a merger or tender offer, a solicitation of proxies for the
election of directors or changes to the Certificate of Incorporation, or the
accumulation of a block of the outstanding securities of the Company for the
purpose of effecting a change of control in the management of the Company. This,
in turn, could have an inhibitive impact on the ability of the holders of Common
Stock to obtain a premium on the sale of their shares in a change of control
situation and may limit somewhat the trading price of the Common Stock.
9
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
of Common Stock by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholder as of April ___,
1996, and the number of shares of Common Stock being offered by this Prospectus.
Such information was furnished to the Company by the Selling Stockholder.
<TABLE>
<CAPTION>
Name and Address Number of Shares of Number of Shares Amount and
of Selling Common Stock Owned of Common Stock Percentage of Class
Stockholder/(1)/ Prior to Offering/(2)/ Being Offered After the Offering/(3)/
- ----------------- ------------------------ --------------- ------------------------
<S> <C> <C> <C>
Kenneth I. Sawyer/(4)/ 1,007,150 380,000 627,150/3.3%
</TABLE>
______________________________
(1) The address for the Selling Stockholder, for purposes hereof, is c/o
Pharmaceutical Resources, Inc., One Ram Ridge Road, Spring Valley, New
York 10977.
(2) The number of shares and percent of class are computed assuming the full
exercise of Officers' Options granted pursuant to the Plans owned by the
Selling Stockholder.
(3) Assuming all shares of Common Stock offered hereby are sold.
(4) For more than the past three years, Mr. Sawyer has served as President,
Chief Executive Officer and Chairman of the Board of PRI. Includes
1,000,000 shares of Common Stock which may be acquired upon the exercise
of options and which are exercisable within 60 days of the date hereof,
including the 380,000 shares of Common Stock offered hereby.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold, for cash only,
by the Selling Stockholder or by their pledgees, donees, transferees or other
successors in interest. Such sales may be made from time to time as market
conditions permit on one or more securities exchanges, if then listed thereon,
or in the over-the-counter market, or otherwise, at
10
<PAGE>
prices and on terms then prevailing or at prices related to the then current
market price, or in negotiated transactions.
The Selling Stockholder has informed the Company that the Selling
Stockholder has no agreements, arrangements or understandings with any broker or
dealer in respect of the shares of Common Stock offered hereby. The Common Stock
offered hereby may be sold by one or more of the following methods: (a) block
trade(s) in which a broker or dealer so engaged will attempt to sell the Common
Stock as agent but may also 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 or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) an exchange distribution in accordance with the
rules of such exchange; (e) direct transactions between the Selling Stockholder
and purchasers without a broker or dealer; (f) writing of options on the Common
Stock; and (g) the pledge of Common Stock as security for any loan or
obligation, including pledges to brokers or dealers who may, from time to time,
themselves effect distributions of the Common Stock or interests therein. In
effecting sales, brokers or dealers engaged by the Selling Stockholder may
arrange for other brokers or dealers also to participate. Such brokers or
dealers may receive commissions or discounts from the Selling Stockholder in
amounts to be negotiated prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales.
To the extent required, this Prospectus will be updated to reflect the
number of shares so offered for the Selling Stockholder's account and, if such
offering is to be made by or through underwriters, brokers or dealers, the names
of such underwriters, brokers or dealers and the principal terms of the
arrangements between the underwriters, brokers or dealers and the Selling
Stockholder for whose account such offering is being made.
The Company will pay all of the expenses incident to the offering and
sale of the shares of Common Stock offered hereby to the public, other than
underwriting discounts or commissions, brokers' fees, and the fees and expenses
of any counsel retained by the Selling Stockholder. The Company's costs are
estimated to be $11,000.
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the Selling Stockholder will not be able to effect
transactions in the shares of Common Stock offered hereby pursuant to this
Prospectus until such time as a post-effective amendment to the amended
Registration Statement of which this Prospectus forms a part is filed with, and
declared effective by, the SEC.
11
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the issuance of the shares of
Common Stock offered hereby have been passed upon for the Company by Hertzog,
Calamari & Gleason, 100 Park Avenue, New York, New York 10017. Stephen A.
Ollendorff, Esq., a consultant to the Company, is of counsel to the firm of
Hertzog, Calamari & Gleason and, at April 24, 1996, held options to purchase
87,500 shares of Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference in
this Prospectus and elsewhere in the Registration Statement of which this
Prospectus forms a part as of and for the fiscal year ended September 30, 1995,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The consolidated financial statements incorporated by reference in
this Prospectus and elsewhere in the Registration Statement of which the
Prospectus forms a part as of October 1, 1994 and for the fiscal years ended
October 1, 1994 and October 2, 1993, have been audited by Richard A. Eisner &
Company, LLP, independent certified public accountants, as indicated in their
report with respect thereto, are incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
Section 14A:3-5(2) of the New Jersey Business Corporation Act
generally provides that a corporation has the power to indemnify a current or
former officer or director, employee or agent (each, a "corporate agent") of the
corporation against expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the corporation,
if such corporate agent acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal proceeding, such corporate agent had no reasonable
cause to believe his conduct was unlawful.
Section 14A:3-5(3) provides that a corporation has the power to
indemnify a current or former corporate agent of the corporation against his
expenses in connection with any proceeding by or in the right of the corporation
to procure a judgment in its favor which involves the corporate agent by reason
of his being or having been such a corporate agent, if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. However, in such proceeding no indemnification
12
<PAGE>
shall be provided in respect of any claim, issue or matter as to which such
corporate agent shall have been adjudged to be liable to the corporation, unless
and only to the extent that the New Jersey Superior Court or the court in which
such proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of the case, such
corporate agent is fairly and reasonably entitled to indemnity for such expenses
as such court shall deem proper.
Section 14A:3-5(5) provides that any indemnification under Section
14A:3-5(2), unless under ordered by a court under Section 14A:3-5(3), may be
made by a corporation only as authorized in a specific case upon a determination
that indemnification is proper in the circumstances because the corporate agent
met the applicable standard of conduct as described above. Unless otherwise
provided in the certificate of incorporation or bylaws, such determination shall
be made by the corporation's board of directors or a committee thereof, by
independent legal counsel or by the shareholders of the corporation if the
certificate of incorporation or bylaws or a resolution of the board of directors
or of the shareholders so directs.
The Company's Certificate of Incorporation and By-Laws provide that
the Company's directors and officers will be indemnified to the fullest extent
permitted by law and that their liability to the Company and the shareholders is
limited in the manner and to the fullest extent permitted by New Jersey law. The
Company's By-Laws also provide that the indemnification rights provided thereby
shall not be deemed to be exclusive of any other rights to which the Company's
directors and officers may be entitled under the Company's Certificate of
Incorporation, an agreement, note of shareholders or otherwise. Section 14A:2-7
of the New Jersey Business Corporation Act permits a corporation to provide in
its certificate of incorporation that a director or officer shall not be
personally liable, or shall be liable only to the extent provided in the
corporation's certificate of incorporation, to the corporation or its
shareholders, except that such provision 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 corporation 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. As used in Section
14A:2-7, an act or omission in breach of a person's duty of loyalty means an act
or omission which that person knows or believes to be contrary to the best
interests of the corporation or its shareholders in connection with a matter in
which he has a material conflict of interest.
The Company maintains a directors' and officers' liability insurance
policy which, subject to the limitations and exclusions stated therein, covers
the officers and directors of the Company for certain actions or inactions that
they may take or omit to take in their capacities as officers and directors of
the Company. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
13
<PAGE>
==========================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS 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 OR THE SELLING
STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. 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 TIME SUBSEQUENT TO THE DATE HEREOF.
_____________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................................... 2
Documents Incorporated By Reference......................................... 3
The Company................................................................. 3
Risk Factors................................................................ 4
Use Of Proceeds............................................................. 10
Selling Stockholder......................................................... 10
Plan Of Distribution........................................................ 10
Legal Matters............................................................... 12
Experts..................................................................... 12
Indemnification............................................................. 12
</TABLE>
==========================
==========================
380,000 Shares
PHARMACEUTICAL RESOURCES, INC.
Common Stock
-------------
PROSPECTUS
-------------
April 29, 1996
==========================
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The documents listed below are incorporated by reference in the
registration statement:
1. The Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended September 30, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 30, 1995.
3. The description of the Common Stock, which is registered
under Section 12 of the Exchange Act, contained in the Registrant's Registration
Statement on Form 8-B, including any amendments or reports filed for the purpose
of updating such description.
4. The Company's Form 15, filed on January 13, 1996.
All reports and other documents subsequently filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) and 14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), subsequent to the date of the prospectus included in this
Registration Statement, including any amendments to previously filed documents
and, prior to the filing of a post-effective amendment which indicate that all
securities have been sold or which deregister the securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Certain legal matters in connection with the issuance of the
shares of Common Stock offered hereby have been passed upon for the Company by
Hertzog, Calamari & Gleason, 100 Park Avenue, New York, New York 10017. Stephen
A. Ollendorff, Esq., a consultant to the Company, is of counsel to the firm of
Hertzog, Calamari & Gleason and, at April 24, 1996, held options to purchase
87,500 shares of Common Stock.
II-1
<PAGE>
Item 6. Indemnification of Officers and Directors.
-----------------------------------------
Paragraphs VIII and IX of the Registrant's Certificate of
Incorporation provide for the indemnification of officers and directors and
limitations on liability of officers and directors in the manner and to the
fullest extent permitted by New Jersey law. Under Article VII of the
Registrant's By-Laws, the Registrant shall indemnify each director and officer
of the Registrant to the fullest extent permitted by law.
Section 14A:3-5(2) of the New Jersey Business Corporation Act
generally provides that a corporation has the power to indemnify a current or
former officer or director, employee or agent (each, a "corporate agent") of the
corporation against expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the corporation,
if such corporate agent acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal proceeding, such corporate agent had no reasonable
cause to believe his conduct was unlawful.
Section 14A:3-5(3) provides that a corporation has the power to
indemnify a current or former corporate agent of the corporation against his
expenses in connection with any proceeding by or in the right of the corporation
to procure a judgment in its favor which involves the corporate agent by reason
of his being or having been such a corporate agent, if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. However, in such proceeding no indemnification
shall be provided in respect of any claim, issue or matter as to which such
corporate agent shall have been adjudged to be liable to the corporation, unless
and only to the extent that the New Jersey Superior Court or the court in which
such proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of the case, such
corporate agent is fairly and reasonably entitled to indemnity for such expenses
as such court shall deem proper.
Section 14A:3-5(5) provides that any indemnification under
Section 14A:3-5(2), unless ordered by a court under Section 14A:3-5(3), may be
made by a corporation only as authorized in a specific case upon a determination
that indemnification is proper in the circumstances because the corporate agent
met the applicable standard of conduct as described above. Unless otherwise
provided in the certificate of incorporation or bylaws, such determination shall
be made by the corporation's board of directors or a committee thereof, by
independent legal counsel or by the shareholders of the corporation if the
certificate of incorporation or bylaws or a resolution of the board of directors
or of the shareholders so directs.
Section 14A:2-7 of the New Jersey Business Corporation Act
permits a corporation to provide in its certificate of incorporation that a
director or officer shall not be personally liable, or shall be liable only to
the extent provided in the corporation's certificate
II-2
<PAGE>
of incorporation, to the corporation or its shareholders, except that such
provision 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 corporation 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. As used in Section 14A:2-7, an act or omission
in breach of a person's duty of loyalty means an act or omission which that
person knows or believes to be contrary to the best interests of the corporation
or its shareholders in connection with a matter in which he has a material
conflict of interest.
The Registrant's By-Laws also provide that the indemnification
rights provided thereby shall not be deemed to be exclusive of any other rights
to which the Registrant's directors and officers may be entitled under the
Registrant's Certificate of Incorporation, an agreement, note of shareholders,
or otherwise. The Registrant maintains a directors' and officers' liability
insurance policy which, subject to the limitations and exclusions stated
therein, covers the officers and directors of the Registrant for certain actions
or inactions that they may take or omit to take in their capacities as officers
and directors of the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers and directors
under any of the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit No. Description
- ----------- -----------
5 Opinion of Hertzog, Calamari & Gleason, special counsel to
the Registrant, with respect to the legality of the
securities being registered hereunder.
23.1 Consent of Richard A. Eisner & Company, LLP, independent
certified public accountants for the Registrant.
23.2 Consent of Arthur Andersen LLP, independent public
accountants for the Registrant.
II-3
<PAGE>
23.3 Consent of Hertzog, Calamari & Gleason (included in the
opinion filed as Exhibit 5).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
- -------- -------
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, that is incorporated by
reference in the Registration Statement shall be deemed to
II-4
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Spring Valley, State of New York on April 29, 1996.
PHARMACEUTICAL RESOURCES, INC.
By:/s/ Kenneth I Sawyer
----------------------------
Kenneth I. Sawyer, President
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
President, Chief Executive
/s/ Kenneth I. Sawyer Officer and Chairman of the
- -------------------------
Kenneth I. Sawyer Board of Directors April 29, 1996
Vice President, Chief Financial
/s/ Robert I Edinger Officer and Secretary (Principal
- -------------------------
Robert I. Edinger Accounting and Financial Officer) April 29, 1996
/s/ Mark Auerbach
- -------------------------
Mark Auerbach Director April 29, 1996
/s/ Mony Ben-Dor
- -------------------------
Mony Ben-Dor Director April 29, 1996
/s/ Andrew Maguire
- -------------------------
Andrew Maguire Director April 29, 1996
II-6
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ H. Spencer Matthews Director April 29, 1996
- -------------------------
H. Spencer Matthews
/s/ Robin O. Motz Director April 29, 1996
- -------------------------
Robin O. Motz
/s/ Melvin H. Van Woert Director April 29, 1996
- -------------------------
Melvin H. Van Woert
II-7
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
5 Opinion of Hertzog,
Calamari & Gleason,
special counsel to the
Registrant, with respect to
the legality of the securities
being registered hereunder
23.1 Consent of Richard A.
Eisner & Company, LLP,
independent certified public
accountants for the
Registrant
23.2 Consent of Arthur
Andersen LLP, independent
public accountants for the
Registrant
23.3 Consent of Hertzog,
Calamari & Gleason
(included in the opinion
filed as Exhibit 5)
</TABLE>
II-8
<PAGE>
EXHIBIT 5
[LETTERHEAD OF HERTZOG, CALAMARI & GLEASON]
April 29, 1996
Pharmaceutical Resources, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as special counsel for Pharmaceutical Resources, Inc.,
a New Jersey corporation (the "Company"), in connection with the Post-Effective
Amendment to the Registration Statements on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "1933 Act"). This
Registration Statement is being filed with respect to 380,000 shares of the
common stock of the Company (the "Shares"), par value $.01 per share, issuable
upon the exercise of options granted to an executive officer of the Company
pursuant to the Company's 1990 Stock Incentive Plan, as amended, and the
Company's 1983 Stock Option plan, as amended (the "Plans").
You have requested us to express certain opinions in connection
therewith. We have examined the Registration Statement, the Company's
Certificate of Incorporation and By-laws, as amended, and Board of Directors'
resolutions authorizing the transactions contemplated in connection with the
Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other corporate documents and
records of the Company and certificates of public officials and officers of the
Company, and have made such other investigations, as we have deemed necessary
or appropriate in connection with rendering this opinion. As to questions of
fact material to this opinion, we have relied upon certificates
<PAGE>
2
of public officials and information supplied to us by officers of the Company.
For purposes of this opinion, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents submitted to us as
certified, conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New Jersey.
2. All requisite corporate action has been taken to authorize the
issuance of the Shares being registered under the Registration Statement
pursuant to the 1933 Act.
3. The Shares have been duly authorized for issuance and, when
issued and sold in accordance with the provisions of the Plans, will be duly and
validly issued, fully paid and non-assessable when the Company shall have
received therefor all of the consideration provided in the Plans (but not less
than the par value thereof).
We are attorneys admitted to practice in the State of New York and do
not purport to be an expert in, or to render any opinion concerning, the laws of
any other jurisdiction other than the United States of America and the State of
New York. As to all matters of New Jersey law involved in the foregoing
opinion, we have relied, with your permission, upon the opinion of Stephen A.
Ollendorff, Esq., special New Jersey counsel for the Company, a copy of which is
annexed hereto as Exhibit A. Mr. Ollendorff is of counsel to this firm and is
a business consultant to the Company.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, to the use
of our name as special counsel with respect to the Registration Statement and
to all references made to us therein.
Very truly yours,
/s/ Hertzog, Calamari & Gleason
Hertzog, Calamari & Gleason
<PAGE>
3
Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
Attn: Kenneth I. Sawyer, Esq.
<PAGE>
EXHIBIT A
STEPHEN A. OLLENDORFF, ESQ.
14 LESLIE PLACE
TENAFLY, NEW JERSEY 07670
April 26, 1996
Pharmaceutical Resources, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
I have acted as special New Jersey counsel for Pharmaceutical
Resources, Inc., a New Jersey corporation (the "Company"), in connection with
the Post-Effective Amendment to the Registration Statements on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "1933 Act").
This Registration Statement is being filed with respect to 380,000 shares of the
common stock of the Company (the "Shares"), par value $.01 per share, issuable
upon the exercise of options granted to an executive officer of the Company
pursuant to the Company's 1990 Stock Incentive Plan, as amended, and the
Company's 1983 Stock Option Plan, as amended (the "Plans").
You have requested me to express certain opinions in connection
therewith. I have examined the Registration Statement, the Company's
Certificate of Incorporation and By-laws, as amended, and Board of Directors'
resolutions authorizing the transactions contemplated in connection with the
Registration Statement. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such other corporate documents and
records of the Company and certificates of public officials and officers of the
Company, and have made such other investigations, as I have deemed necessary or
appropriate in connection with rendering this opinion. As to questions of fact
material to this opinion, I have relied upon certificates of public officials
and information supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals
and the conformity to authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
<PAGE>
2
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New Jersey.
2. All requisite corporate action has been taken to authorize the
issuance of the Shares being registered under the Registration Statement
pursuant to the 1933 Act.
3. The Shares have been duly authorized for issuance and, when
issued and sold in accordance with the provisions of the Plans, will be duly and
validly issued, fully paid and non-assessable when the Company shall have
received therefor all of the consideration provided in the Plans (but not less
than the par value thereof).
I am an attorney admitted to practice in the State oaf New Jersey and
do not purport to be an expert in, or to render any opinion concerning, the laws
of any other jurisdiction.
This opinion is solely for your benefit in connection with the
Registration Statement. Except as set forth below, this opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to or relied
upon by any other person without my prior written consent.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit, to the Registration Statement and to the use
of my name as a special New Jersey counsel to the Company with respect to the
Registration Statement.
Very truly yours,
/s/ Stephen A. Ollendorff, Esq.
Stephen A. Ollendorff, Esq.
<PAGE>
3
Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
Attn: Kenneth I. Sawyer, Esq.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
Attn: Stephen R. Connoni, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation in this Registration Statement on Form S-8
being filed by Pharmaceutical Resources, Inc. of our report dated November 30,
1994 on the consolidated financial statements and Schedule II of Pharmaceutical
Resources, Inc. as at October 1, 1994 and for the years ended October 1, 1994
and October 2, 1993, included in its annual report on Form 10-K for the year
ended September 30, 1995 which is incorporated herein by reference.
Richard A. Eisner & Company, LLP
New York, New York
April 24, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
November 17, 1995 included in Pharmaceutical Resources, Inc.'s Form 10-K for the
year ended September 30, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
April 25, 1996
