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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PHARMACEUTICAL RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
717125 10 8
(CUSIP Number)
Ken E. Lalo, Adv.
Clal Industries and Investments Ltd.
5 Druyanov Street
Tel Aviv, 63143
Israel
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 25, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal Pharmaceutical Industries, Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal Industries and Investments Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal (Israel) Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IDB Development Corporation Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IDB Holding Corporation Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Raphael Recanati
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /x/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Elaine Recanati
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Leon Recanati
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Judith Yovel Recanati
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,313,272 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,313,272 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,272 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 4 amends the Schedule 13D dated
March 28, 1995, as amended by Amendment No. 1 dated May 1, 1995,
filed by Clal Pharmaceutical Industries, Ltd. ("Clal Pharm") on
June 1, 1995, Amendment No. 2 filed on September 28, 1995, and
Amendment No. 3 dated October 20, 1996 and filed on October 2,
1997, to report certain changes relating to Clal Pharm's
ownership of shares of Common Stock of the Issuer.
Item 2. Identity and Background
(a), (b) and (c): The Reporting Persons are:
(1) Clal Pharm, an Israeli corporation, with its
principal office at Clal House, 5 Druyanov Street, Tel Aviv,
Israel. Clal Pharm acquires interests in, finances and
participates in the management of companies in the pharmaceutical
industry. Clal Pharm owns directly shares of the Issuer which
entitle it to vote approximately 12.22% of the shares of Common
Stock of the Issuer.
Exhibit 3 lists the name, residence or business
address, citizenship, present principal occupation, and the name,
principal business and address of each corporation in which such
occupation is conducted, of each director and executive officer
of Clal Pharm.
(2) Clal Industries and Investments Ltd. ("Clal
Industries"), an Israeli corporation, with its principal office
at Clal House, 5 Druyanov Street, Tel Aviv, Israel. Clal
Industries is a holding company whose principal holdings are in
the industrial technology sectors. As of March 31, 1998 Clal
Industries owned directly 100% of the voting shares of Clal
Pharm. Clal Industries changed its name from Clal Industries Ltd.
to Clal Industries and Investments Ltd. on October 12, 1997.
(3) Clal (Israel) Ltd. ("Clal Israel"), an Israeli
corporation, with its principal office at Clal House, 5 Druyanov
Street, Tel Aviv, Israel. Clal Israel is a holding company
operating through its holding companies in the areas of industry,
commerce and services, financing, construction, real estate,
insurance, hotels and tourism and various branches of the capital
markets and finance. As of March 31, 1998 Clal Israel owned
directly approximately 68.8% of the voting shares of Clal
Industries.
Exhibits 1 and 2 list the name, residence or business
address, citizenship, present principal occupation, and the name,
principal business and address of each corporation in which such
occupation is conducted, of each director and executive officer
of Clal Israel and Clal Industries.
(4) IDB Development Corporation Ltd. ("IDB
Development"), an Israeli corporation, with its principal office
at the Tower, 3 Daniel Frisch Street, Tel Aviv, Israel. IDB
Development, through its subsidiaries, organizes, acquires
interests in, finances and participates in the management of
companies. As of March 31, 1998 IDB Development owns directly
48.6% of the voting shares of Clal Israel.
(5) IDB Holding Corporation Ltd. ("IDB Holding"), an
Israeli corporation, with its principal office at The Tower, 3
Daniel Frisch Street, Tel Aviv, Israel. IDB Holding is a holding
company that, through IDB Development, organizes, acquires
interests in, finances and participates in the management of
companies. As of March 31, 1998 IDB Holding owned approximately
71.0% of the outstanding shares of IDB Development.
The following persons may by of reason of their
interests in and relationships with IDB Holding be deemed to
control the corporations referred to in paragraphs (1)-(5) above:
(6) Raphael Recanati, The Tower, 3 Daniel Frisch
Street, Tel Aviv, Israel. Present principal occupation: Chairman
and Managing Director, IDB Holding and IDB Development;
President, Finmar Equities Co. - shipping and finance.
(7) Elaine Recanati, 23 Shalva Street, Herzelia,
Israel. Present principal occupation: Housewife.
(8) Leon Recanati, The Tower, 3 Daniel Frisch Street,
Tel Aviv, Israel. Present principal occupation: Joint Managing
Director of IDB Holding and Chairman of the Board of Directors of
Clal Israel.
(9) Judith Yovel Recanati, 64 Kaplan Street, Herzliya,
Israel. Present principal occupation: Housewife.
Mr. Raphael Recanati and Mrs. Elaine Recanati are
brother-in-law and sister-in-law and Mr. Leon Recanati and Mrs.
Judith Yovel Recanati are brother and sister and are the nephew
and niece of Mr. Raphael Recanati and Mrs. Elaine Recanati. As of
March 31, 1998, companies controlled by Mr. Raphael Recanati,
Mrs. Elaine Recanati, Mr. Leon Recanati and Mrs. Judith Yovel
Recanati held in the aggregate approximately 52.61% of the voting
power and equity of IDB Holding.
The name, citizenship, business address, present
principal occupation or employment of each of the executive
officers and directors of IDB Development and IDB Holding and the
name and business address of any corporation or other
organization in which such employment is conducted are set forth
on Exhibits 4 and 5 hereof and incorporated herein by reference.
(d) None of the corporations or individuals referred
to in (1)-(9) above has, during the last five years, been
convicted in any criminal proceeding, excluding traffic
violations and similar misdemeanors, except as provided below.
On February 16, 1994, following a lengthy trial in the
District Court of Jerusalem, State of Israel, of 22 defendants,
including IDB Holding, the four largest Israeli banks, and
members of their senior management, IDB Holding, all the banks,
including Israel Discount Bank Limited ("IDBL") of which IDB
Holding was the parent, and all the management-defendants were
convicted of contravening certain provisions of Israel's laws in
connection with activities that arose out of a program related to
the regulation of bank shares prior to October 1983. Messrs.
Raphael Recanati, Eliahu Cohen and Oudi Recanati, who were among
the management-defendants, and IDB Holding categorically denied
any wrongdoing and appealed to the Supreme Court of Israel, which
found that the share regulation had been authorized and
encouraged by high officials of the Israeli Government,
overturned the principal count of the indictments of the
management-defendants, and acquitted IDB Holding of all charges.
The Court left standing the lower court's finding that Messrs.
Raphael Recanati and Eliahu Cohen, who were principal executive
officers of IDBL, and Mr. Oudi Recanati, who was a member of that
bank's senior management, caused improper advice to be given in
connection with the sale of securities and that Messrs. Raphael
Recanati and Eliahu Cohen caused false entries in corporate
documents, in contravention of Israeli laws. Messrs. Raphael
Recanati, Eliahu Cohen and Oudi Recanati received from the lower
court suspended sentences of two years, two years and 18 months,
respectively, all of which have lapsed, and they were fined
approximately $200,000, $167,000 and $134,000, respectively.
None of the activities in question, which occurred more than 14
years ago, relate to or involve the Issuer or its business in any
way.
In March 1997 Mr. Rimon Ben-Shaoul, President and CEO
of Clal Industries and Director of Clal Pharm and Clal Israel,
pleaded guilty to a criminal charge of violating Israel's
Restrictive Trade Practices law in connection with an insurance
cartel, and received a suspended sentence of twelve months'
imprisonment and a fine of 300,000 New Israeli Shekels
(approximately $85,000).
(e) None of the corporations or individuals referred
to in (1)-(9) above has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) The individuals referred to in (6), (8) and (9)
above are citizens of Israel. The individual referred to in (7),
Mrs. Elaine Recanati, is a citizen of the United States.
Item 4. Purpose of Transaction
Pursuant to the Third Amendment to Stock Purchase
Agreement, dated July 28, 1997 (the "Third Amendment"), Clal
Pharm and the Issuer agreed to exchange Clal Pharm's existing
warrants to acquire 1,906,107 shares of Common Stock at prices in
excess of $11 per share for an aggregate of 186,000 shares of
Common Stock. At the same time, pursuant to a Letter Agreement
dated July 28, 1997 (the "Letter Agreement"), Clal Pharm
transferred to the Issuer Clal Pharm's entire interest in their
Israeli joint venture for aggregate consideration of $1,500,000,
in the form of the Issuer's non-recourse secured promissory note
and approximately $447,000 in cash.
In addition, pursuant to a letter agreement between
Clal Pharm, Merck KGaA ("Merck") and the Issuer, dated March 25,
1998 (the "Stock Purchase Agreement"), Clal Pharm agreed to sell
to Merck 1,813,272 shares of Common Stock at a price of $2 per
share, with an option to sell to Merck its remaining shares in
March 2001 at a price of $2.5 per share. The Stock Purchase
Agreement terminates the stock purchase agreement between Clal
Pharm and the Issuer, dated March 25, 1995, as amended, and
amends the registration rights agreement between Clal Pharm and
the Issuer, dated May 1, 1995, to provide that Clal Pharm is not
entitled to exercise any of its rights thereunder until March
2001. The obligations of the parties arising from the Stock
Purchase Agreement are subject to the closing of a stock purchase
agreement between the Issuer and Lipha Americas ("Lipha"), Inc.,
an affiliate of Merck (the "Closing"), which the Reporting
Persons believe was also executed on March 25, 1998. The per
share price in the Stock Purchase Agreement was to be determined
according to the greater of (i) $2 and (ii) the per share
purchase price to be paid by Lipha, which the Reporting Persons
believe was also $2 per share.
Item 5. Interest in Securities of the Issuer
As of March 25, 1998, Clal Pharm was the beneficial
owner of 2,313,272 shares of Common Stock of the Issuer, or
approximately 12.22% of the shares of Common Stock of the Issuer
advised to be outstanding as of such date. The Reporting Persons
shared the power to vote and dispose of the 2,313,272 shares of
Common Stock of the Issuer beneficially owned by Clal Pharm.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein and in Item 4 hereof, none
of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer, including but not limited to
transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Pursuant to the Third Amendment, Clal Pharm agreed not
to sell shares of Common Stock of the Issuer without written
consent of the Issuer prior to November 1, 2000, unless (i) the
shares are (a) registered under the Securities Act, (b) sold in
broker's transaction pursuant to Rule 144, (c) transferred in
connection with a merger or other business combination involving
more than a 50% change in control of the Issuer, (d) sold in any
transaction that does not transfer to one person more than 3% of
the issued outstanding shares of Common Stock at the time of the
transfer and is in compliance with the Securities Act, or (e)
sold as part of a transfer of all the shares owned at the time by
Clal Pharm, as long as the Board of Directors of the Issuer has
written notice of the transfer and does not reject the transferee
(the Board of Directors may reject the transferee only if such
entity is asserted in good faith and then demonstrated by the
Board of Directors, acting in good faith, to be a competitor or a
party with a demonstrated adverse interest to the Issuer), or
(ii) there is (a) an issuance of securities representing a 51%
voting interest to a third party, (b) a sale of all or
substantially all of the Issuer's assets, or (c) a transaction
that requires approval of the majority of the members of the
Board of Directors of the Issuer.
Notwithstanding the limitation above, Clal Pharm may
transfer 90% or more of the shares of Common Stock of the Issuer
then beneficially owned by it to a bona fide purchaser, so long
as the Board does not reject the transferee (a "Permitted
Transaction"). Clal Pharm shall not be entitled to make a
transfer if it has already transferred more than 290,000 shares
of Common Stock in any 365-day period or transferred an aggregate
of more than 586,000 shares of Common Stock since May 1, 1995.
Pursuant to the Third Amendment, Clal Pharm and the
Issuer agreed not to assign any of the rights, interests or
obligations under the stock purchase agreement without the prior
written consent of the other party; provided that (a) Clal Pharm
may assign its rights to any subsidiary or related entity so long
as such (i) subsidiary or related entity assumes Clal Pharm's
obligations and (ii) Clal Pharm remains primarily liable to the
Issuer and (b) Clal Pharm may assign all, but not less than all,
of its rights under the stock purchase agreement to any entity as
part of a Permitted Transaction so long as the transferee assumes
Clal Pharm's obligations.
Pursuant to the Letter Agreement, Clal Pharm and its
affiliates are to receive "most favored" protection with respect
to any and all research, development, agreements made by Clal
Pharmaceutical Resources L.P., for as long as Clal Pharm owns 8%
or more of the Issuer's issued and outstanding Common Stock.
This right cannot be assigned to non-affiliates of Clal Pharm.
Pursuant to the Stock Purchase Agreement, in
consideration for the purchase of the shares, Merck shall pay
Clal Pharm on the second anniversary of the Closing an amount
equal to the excess, if any, of the weighted average price of all
trades in the shares of Common Stock on The New York Stock
Exchange ("Fair Market Value"), during the thirty (30) trading
days immediately preceding the second anniversary of the Closing,
over $2, multiplied by 500,000.
Pursuant to the Stock Purchase Agreement, during the
period commencing on the Closing and ending three years and five
U.S. business days thereafter (the "Post-Closing Period"), Clal
Pharm shall not, directly or indirectly, sell, assign, pledge,
transfer, create or purchase any option or warrant on or with
respect to, enter into any transaction shifting a substantial
portion of the benefits and burdens of ownership of, or otherwise
dispose of (collectively, "Transfer"), or enter into a contract
or agreement (whether or not contingent) to Transfer, any of the
remaining shares of Common Stock beneficially owned by Clal
Pharm.
Pursuant to the Stock Purchase Agreement, during the
five U.S. business day period commencing on the last day of the
Post-Closing Period, Clal Pharm shall have the right to cause
Merck (or the Issuer, if Merck and the Issuer shall agree) to
purchase, and, if Clal Pharm so elects, Merck and/or the Issuer
shall purchase the remaining 500,000 shares of Common Stock held
by Clal Pharm (the "Remaining Shares") at a price of $2.50 per
share. In the event that Clal Pharm shall not have exercised its
right, Clal Pharm, Merck and/or the Issuer shall have the right
to exercise the option in each case by providing written notice
of such exercise to each of the other parties hereto within five
U.S. business days following the expiration of the five U.S.
business day period referred to above. Upon the exercise of such
option:
(A) Clal Pharm shall seek to sell any or all of the
Remaining Shares on The New York Stock Exchange for a period
of ninety trading days beginning on the third trading day
following exercise of the option; provided, however, that
Clal Pharm shall not effect any such sale without the prior
consent of Merck and the Issuer, and Clal Pharm shall use
its best efforts to effect each sale which Merck and the
Issuer shall direct Clal Pharm to effect; and
(B) within five U.S. business days following the expiration
of the 90 trading day period referred to above, Merck and/or
the Issuer shall purchase from Clal Pharm all of the
Remaining Shares not sold by Clal Pharm during such 90
trading day period (if any), and shall pay to Clal Pharm an
amount equal to the amount, if any, by which (I) the product
of 500,000 multiplied by the Fair Market Value during the 30
trading days immediately preceding the last day of the Post-
Closing Period exceeds (II) the aggregate proceeds realized
by Clal Pharm from sales of the Remaining Shares during the
90 trading day period referred to herein.
Pursuant to the Stock Purchase Agreement, from March
25, 1998 through the occurrence of the first to occur of (i) the
termination of this Stock Purchase Agreement and (ii) the end of
the Post-Closing Period, neither Clal Pharm nor any person under
Clal Pharm's control, shall (w) purchase or otherwise acquire any
additional shares of Common Stock, options, warrants or other
securities of the Issuer, (x) transfer any shares of Common Stock
beneficially owned, directly or indirectly, by Clal Pharm, (y)
enter into any agreement or arrangement with any person or entity
(other than the Issuer) concerning the voting, holding or
transferring of any shares of the Issuer, or initiate, propose or
participate in any transaction involving the Issuer or (z)
recommend any person to engage in the activities in (w), (x) or
(y) above.
Pursuant to the Stock Purchase Agreement, the stock
purchase agreement, between the Issuer and Clal Pharm, dated
March 25, 1995, as amended, is terminated in its entirety with no
further obligations, liabilities or rights on the part of the
parties thereunder, and the registration rights agreement,
between the Issuer and Clal Pharm, dated May 1, 1995, is amended
to provide that Clal Pharm is not entitled to exercise any of its
rights thereunder during the Post-Closing Period.
Item 7. Material to Be Filed as Exhibits
Exhibits 1, Name, citizenship, business address, present
2, 3, 4 principal occupation and employer of
and 5 executive officers and directors of
(1) Clal Israel, (2) Clal Industries
(3) Clal Pharm, (4) IDB Holding and (5) IDB
Development
Exhibit 6 - Third Amendment to Stock Purchase Agreement, dated
July 28, 1997, between Pharmaceutical Resources,
Inc. and Clal Pharm
Exhibit 7 - Letter Agreement, dated July 28, 1997, between
Clal Pharm, C.T.P. Research and Development (1995)
Ltd., the Issuer and PRI Research, Inc.
Exhibit 8 - Stock Purchase Agreement, dated March 25, 1998,
between Clal Pharm, Merck KGaA and the Issuer
Exhibit 9 - Agreement dated September 7, 1997 between Clal
Pharm and IDB Holding authorizing IDB Holding to
file this Schedule 13D and any amendment hereto on
behalf of Clal Pharm
Exhibit 10 - Agreement dated September 7, 1997 between Clal
Industries and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendment hereto
on behalf of Clal Industries
Exhibit 11 - Agreement dated September 28, 1997 between Clal
Israel and IDB Holding authorizing IDB Holding to
file this Schedule 13D and any amendment hereto on
behalf of Clal Israel
Exhibit 12 - Agreement dated January 31, 1997 between IDB
Development and IDB Holding authorizing IDB
Holding to file this Schedule 13D and any
amendments hereto on behalf of IDB Development
Exhibit 13 - Agreement dated January 31, 1997 between Raphael
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendments
hereto on behalf of Mr. Recanati
Exhibit 14 - Agreement dated July 17, 1997 between Elaine
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendment hereto
on behalf of Mrs. Recanati
Exhibit 15 - Agreement dated January 31, 1997 between Leon
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendment hereto
on behalf of Mr. Recanati
Exhibit 16 - Agreement dated January 31, 1997 between Judith
Yovel Recanati and IDB Holding authorizing IDB
Holding to file this Schedule 13D and any
amendment hereto on behalf of Mrs. Recanati
Exhibit 17 - Schedule 13D, dated March 25, 1995
Exhibit 18 - Amendment to Schedule 13D, dated May 1, 1995
Exhibit 19 - Amendment to Schedule 13D, dated September 28,
1995
Exhibit 20 - Amendment to Schedule 13D, dated October 20, 1996
Signatures
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in
this statement is true, complete and correct.
Dated: May 18, 1998
CLAL PHARMACEUTICAL INDUSTRIES, LTD.
CLAL INDUSTRIES AND INVESTMENTS LTD.
CLAL (ISRAEL) LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
RAPHAEL RECANATI
ELAINE RECANATI
LEON RECANATI
JUDITH YOVEL RECANATI
By: IDB HOLDING CORPORATION LTD.
By: /S/ JAMES I. EDELSON
James I. Edelson, U.S. Resident
Secretary of IDB Holding Corporation
Ltd. for itself and on behalf of Clal
Pharmaceutical Industries, Ltd., Clal
Industries and Investments Ltd., Clal
(Israel) Ltd., IDB Development
Corporation Ltd., Raphael Recanati,
Elaine Recanati, Leon Recanati and
Judith Yovel Recanati pursuant to the
agreements annexed hereto as exhibits 9-
16.
Exhibit 1
(Information provided as of April 26, 1998 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal (Israel) Ltd.:
("Clal Israel")
(citizenship the same as country of residence unless otherwise
noted)
Principal
Name and Address Position Occupation
Leon Recanati Chairman of Joint Managing
The Tower the Board of Director of IDB
3 Daniel Frisch Street Directors Holding Corporation
Tel Aviv, Israel Ltd. and Chairman of the
Board of Directors of
Clal (Israel) Ltd. (1)
Richard Armon* Director Chairman of Gmul
9 Mahrel St. Investment Co.
Tel Aviv, Israel Ltd. (2)
Dalia Lev Director Joint Managing
The Tower Director of
3 Daniel Frisch IDB Development
Tel Aviv, Israel Corporation Ltd.
Eliahu Cohen Director Joint Managing
The Tower Director of IDB
3 Daniel Frish Street Development
Tel Aviv, Israel Corporation Ltd.(3)
Jacob Elinav Director Deputy Manager of
11 Hadudaim Street Bank Hapoalim B.M.
Herzelia, Israel
Uri Hamani Director Member of the Board of
Moshav Even Sapir Directors of companies of
Israel the Bank Hapoalim B.M.
group of companies and
additional companies of
the Clal Group
Ephraim Reiner Director Economic Advisor and
5 Giv'at Hachalomot director of companies
Herzelia, Israel
Raphael Molho Director Director of
22 Ibn Gvirol Street companies (4)
Jerusalem, Israel
Shimon Ravid Director Joint Managing
50 Rothschild Boulevard Director, Bank
Tel Aviv, Israel Hapoalim B.M. Member of
the Board of Directors of
companies of the Bank
Hapoalim B.M. group of
companies
Nurit Segal Director Department Manager
27 Mapu Street at Bank Hapoalim
Tel Aviv, Israel B.M., Member of the Board
of companies of the Bank
Hapoalim B.M. group of
companies
Joel Carasso Director Manager and Member
33 Maale Habonim Street of the Board of
Ramat-Gan, Israel Directors of Moise
Carasso Sons Ltd.
Dr. Ben-Ami Zuckerman Director Chairman, Mivtahim
18 Mavo Ha'oleh Street the Workers Social
Jerusalem, Israel Insurance Fund Ltd.
Rimon Ben-Shaoul Director President and Chief
5 Druyanov St. Executive Officer of Clal
Tel Aviv, Israel Industries (4)
Isaac Kaul President and President and Chief
5 Druyanov St. Executive Executive Officer (5)
Tel Aviv, Israel Officer
Avigdor Huber Accountant - Accountant - Vice
5 Druyanov St. and Vice President, Comptroller
Tel Aviv, Israel President of Clal (Israel) Ltd.
and Clal (Israel) and of
Comptroller additional of the Clal companies
Group. of the Clal Group. Member of the
Board of Directors of
Companies of the Clal
Group.
Avi Shani Vice Vice President,
5 Druyanov St. President, Manager - Economic
Tel Aviv, Israel - Economic Department
Department
Aharon Bresler Vice Vice President,
5 Druyanov St. President, Manager of Financial
Tel Aviv, Israel Manager of Department
Financial
Department
Bracha Litvack Vice Vice President,
5 Druyanov St. President, Business Development
Tel Aviv, Israel Business
Development
Avraham Weel General General Counsel
5 Druyanov Street Counsel
Tel Aviv, Israel
Ilan Amit Internal Internal Auditor of
5 Druyanov St. Auditor Clal (Israel) Ltd.
Tel Aviv, Israel and of Subsidiaries of
the Clal Group (6)
* Mr. Armon is a dual citizen of Israel and Romania.
1. Mr. Leon Recanati is Chairman of the Board of Clal
Industries.
2. Mr. Armon is a director of Clal Industries.
3. Mr. Cohen is a director of Clal Industries.
4. Mr. Ben-Shaoul is President and Chief Executive Officer of
Clal Industries and director of Clal Pharm.
5. Mr. Kaul is a director of Clal Industries.
6. Mr. Amit is the Internal Auditor of Clal Industries.
Based on information provided to the Reporting Persons,
except as disclosed in Item 2 to this Schedule 13D, none of the
persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings
enumerated in Items 2(d) and 2(e) of Schedule 13D.
<PAGE>
Exhibit 2
(Information provided as of April 26, 1998 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Industries and Investments Ltd.:
("Clal Industries")
who are not Executive Officers or Directors of Clal Israel
(citizenship the same as country of residence unless otherwise
noted)
Principal
Name and Address Position Occupation
Aviezer Chelouche Director Advocate
46 Beeri Street
Tel Aviv, Israel
Nahum Amit Director Advocate
112 Yigal Alon St.
Tel Aviv, Israel
Ariel Carasso Director Director of
26 Rival St. Moise Carasso Sons Ltd.
Tel Aviv, Israel
Dr. Liora Katzenstein Director President of ISEMI Israel
12A Meskin St. School of Enterprise
Tel Aviv, Israel Management and Innovation
branch of Swinburne
University of Technology
(Australia) - Center for
Innovation and Entrepreneurship World
Network
Yosef Genosar Director ARC, an entity involved
111 Arlozorov St. in business promotions
Tel Aviv, Israel
Gurion Meltzer Director Management Consultant and
44 Jabotinsky Street lecturer at academic
Tel Aviv, Israel institutes
Yecheskel Dovrat Executive Executive Vice
5 Druyanov St. Vice President (1)
Tel Aviv, Israel President
Rina Shainski Vice President Vice President
5 Druyanov Business Business Development
Tel Aviv, Israel Development
Ken Lalo* General General Counsel
5 Druyanov St. Counsel
Tel Aviv, Israel
Avisar Paz Controller Controller (2)
5 Druyanov St.
Tel Aviv, Israel
Doron Feinberg Corporate Corporate Secretary
5 Druyanov St. Secretary
Tel Aviv, Israel
* Mr. Lalo is a dual citizen of Israel and the U.S.
(1) Mr Dovrat is a director of Clal Pharm.
(2) Mr. Paz is a director of Clal Pharm.
Based on information provided to the Reporting Persons,
except as disclosed in Item 2 to this Schedule 13D, none of the
persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings
enumerated in Items 2(d) and 2(e) of Schedule 13D.
Exhibit 3
(Information provided as of April 26, 1998 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Pharmaceutical Industries, Ltd.:
("Clal Pharm")
who are not Executive Officers or Directors of Clal Israel and
Clal Industries
(citizenship the same as country of residence unless otherwise
noted)
Name and Address Position Principal Occupation
Eli Amit Director Chief Economist
5 Druyanov St.
Tel Aviv, Israel
Gonen Bieber* Director Finance Manager
5 Druyanov St.
Tel Aviv, Israel
Zeev Zehavi General General Manager,
P.O. Box 2915 Manager C.P.R.
Even Yehuda 40500
Israel
* Mr. Bieber is a dual citizen of Israel and the Republic of
Germany.
Based on information provided to the Reporting Persons,
except as disclosed in Item 2 to this Schedule 13D, none of the
persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings
enumerated in Items 2(d) and 2(e) of Schedule 13D.
Exhibit 4
(Information provided as of March 31, 1998 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd. (1)
("IDBH")
The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship the same as country of residence unless otherwise
noted)
Principal
Name and Address Position Occupation
Raphael Recanati Chairman of the Chairman of the
The Tower Board and Managing Board and Managing
3 Daniel Frisch Street Director Director of IDBH,
Tel Aviv, Israel President of Finmar
Equities Co.
(Shipping and
Finance) (2)
Arie Carasso Director Joint Managing
26 Rival Street Director of Moise
Tel Aviv, Israel Carasso Sons Ltd.
(3)
Haym Carasso Director Joint Managing
26 Rival Street Director of Moise
Tel Aviv, Israel Carasso Sons Ltd.
Joseph Ciechanover Director President, Atidim-
12 Amirim Street Etgar Nihul Kranot
Savyon, Israel B.M. (General
Partner,
Investments) and
Chairman of the
Board of El Al
Israel Airlines Ltd.
(4)
Eliahu Cohen Chairman of the Joint Managing
The Tower Executive Director of IDB
3 Daniel Frisch Street Committee Development
Tel Aviv, Israel
William M. Davidson Director Chief Executive
2300 Harmon Road Officer of Guardian
Auburn Hills, Michigan Industries
Corporation
Gideon Dover Director Director of
4 Uri Street Companies
Tel Aviv, Israel
Robert J. Hurst Director Vice Chairman of
85 Broad Street Goldman, Sachs &
New York, New York Co., Investment
Bankers
Dalia Lev Director Joint Managing
The Tower Director of IDB
3 Daniel Frisch Street Development
Tel Aviv, Israel
Hermann Merkin Director Member of the New
415 Madison Avenue York Stock Exchange,
New York, New York Inc. and the
American Stock
Exchange, Inc.
Raphael Molho Director Director of
22 Ibn Gvirol Street Companies (5)
Jerusalem, Israel
Lenny Recanati Director Senior Manager of
14 Beth Hashoeva Lane Discount Investment
Tel Aviv, Israel Corporation
Leon Recanati Joint Managing Joint Managing
The Tower Director Director (6)
3 Daniel Frisch Street
Tel Aviv, Israel
Oudi Recanati Joint Managing Joint Managing
The Tower Director Director of IDBH
3 Daniel Frisch Street (7)
Tel Aviv, Israel
Meir Rosenne Director Lawyer
14 Aluf Simhony Street
Jerusalem, Israel
Dov Tadmor Director Managing Director of
14 Beth Hashoeva Lane Discount Investment
Tel Aviv, Israel Corporation Ltd. (8)
Elaine Recanati Housewife
23 Shalva Street
Herzelia, Israel
(Citizen of the United
States)
Judith Yovel Recanati Housewife
64 Kaplan Street
Herzelia, Israel
Rina Cohen Controller Controller of
The Tower IDBH (9)
3 Daniel Frisch Street
Tel Aviv, Israel
Arthur Caplan* Secretary Secretary of IDBH
The Tower (10)
3 Daniel Frisch Street
Tel Aviv, Israel
James I. Edelson U.S. Resident Executive Vice
511 Fifth Avenue Secretary President, Secretary
New York, New York and General Counsel
of PEC Israel
Economic Corporation
(1) As of March 31, 1998, IDB Holding Corporation Ltd., an
Israeli corporation located at The Tower, 3 Daniel Frisch
Street, Tel Aviv, Israel, owned 71.0% of the outstanding
shares of IDB Development Corporation Ltd. As of such date,
companies controlled by Mr. Raphael Recanati, Mrs. Elaine
Recanati, Mr. Leon Recanati and Mrs. Judith Yovel Recanati
held in the aggregate approximately 52.61% of the voting
power and equity of IDB Holding Corporation Ltd.
(2) Mr. Raphael Recanati is Chairman and Managing Director of
IDB Development.
(3) Mr. Arie Carasso is a Director of IDB Development.
(4) Mr. Joseph Ciechanover is a Director of IDB Development.
(5) Mr. Molho is a Director of IDB Development.
(6) Mr. Leon Recanati is a Director of IDB Development.
(7) Mr. Oudi Recanati is a Director of IDB Development.
(8) Mr. Tadmor is a Director of IDB Development.
(9) Mrs. Cohen is Controller of IDB Development.
(10) Mr. Caplan is Secretary of IDB Development
* Mr. Caplan is a dual citizen of Israel and Great Britain.
Based on information provided to the Reporting Persons,
except as disclosed in Item 2 to this Schedule 13D, none of the
persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings
enumerated in Items 2(d) and 2(e) of Schedule 13D.
Exhibit 5
(Information provided as of March 31, 1998 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of IDB Development
Corporation Ltd. who are not Executive Officers
or Directors of IDBH
Address is: The Tower, 3 Daniel Frisch Street, Tel Aviv, Israel
(citizenship is Israel)
Principal
Name and Address Position Occupation
Abraham Ben Joseph Director Director of
87 Haim Levanon Street Companies
Ramat Aviv
Tel Aviv, Israel
Avishay Braverman Director President of Ben
11 Jericho Street Gurion University of
Beer Sheva, Israel the Negev
Yair Hamburger Director Chairman and
29 Derech Haganim Managing Director of
Kfar Shmaryahu, Israel Harel Hamishmar
Investments Ltd.
Michael Levi Director President, Nilit,
Textile Fashion Ctr. Ltd.
2 Kaufman Street
Tel Aviv, Israel
David Leviatan Director Director of
18 Mendele Street Companies
Herzliya, Israel
Based on information provided to the Reporting Persons, none
of the persons listed above has been convicted, or is subject to
a judgment, decree or final order, in any of the legal
proceedings enumerated in Items 2(d) and 2(e) of Schedule 13D.
Exhibit 6
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment"),
dated July 28, 1997, between PHARMACEUTICAL RESOURCES, INC., a
New Jersey corporation (the "Company"), and CLAL PHARMACEUTICAL
INDUSTRIAL LTD., a corporation formed under the laws of the State
of Israel (the "Purchaser").
WHEREAS, the Company and the Purchaser entered into a Stock
Purchase Agreement, dated March 25, 1995, as amended pursuant to
Amendment No. 1 to Stock Purchase Agreement, dated May 1, 1995,
and Amendment No. 2 to Stock Purchase Agreement (as amended, the
"SPA"); and
WHEREAS, a subsidiary of the Company is acquiring all of the
interests in the Joint Venture (as defined in the SPA) held by a
subsidiary of the Purchaser.
WHEREAS, incident to such acquisition, the Company and the
Purchaser desire to amend certain terms of the SPA and the
Registration Rights Agreement between the Company and the
Purchaser, dated May 1, 1995, and desire to set forth their
mutual agreements with respect thereto.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants set forth herein, the parties hereto agree as
follows:
1. Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the same meanings as in the SPA.
2. New Shares.
2.1 The Company shall execute and deliver to the Purchaser
a certificate representing 186,000 shares of Common Stock
(the "New Shares") promptly following approval for listing
of the New Shares by The New York Stock Exchange, provided
that, in the event that the Company shall not deliver the
New Shares by the 42nd day following the execution and
delivery of this Amendment, (i) PRI Research, Inc. hereby
agrees that principal amount of the Non-Recourse Secured
Promissory Note, dated the date hereof, of PRI Research,
Inc. shall be increased by an amount equal to the product of
the closing price of a share of Common Stock on the trading
day prior to the execution and delivery of this Amendment
multiplied by 186,000 and (ii) the Company's obligation to
deliver the New Shares hereunder shall terminate. The
Company shall file an application for the listing of the New
Shares with The New York Stock Exchange promptly following
the execution and delivery of this Amendment. The Purchaser
shall pay to the Company the sum of $1,860 (representing the
par value of the New Shares) upon the delivery of the New
Shares to the Purchaser. If the New Shares shall not be
delivered, the other agreements executed and delivered by
the Company, the Purchaser and their respective affiliates
on the date hereof or contemplated thereby shall remain in
full force and effect, except for the Non-Recourse Secured
Promissory Note which shall be modified as stated herein.
2.2 Simultaneous with the execution and delivery of this
Amendment, the Purchaser shall deliver to the Company the
original Warrant and Additional Warrant (or an affidavit of
lost security and indemnification agreement in the event the
original security is misplaced or destroyed). The New
Shares shall be issued, or the principal amount of the Non-
Recourse Secured Promissory Note, dated the date hereof, of
PRI Research, Inc. shall be increased, in exchange for the
surrender and cancellation of the Warrant and the Additional
Warrant.
2.3 The Company and the Purchaser hereby agree that
references to "Securities" in the SPA shall also include and
refer to the New Shares.
3. Third party transactions.
3.1 In Section 10 of the SPA the terms "60-days" and "60-
day period" wherever they appear shall be amended to read
"30-days" and "30-day period", respectively.
3.2 It is hereby clarified that a bona fide offer made for
more than 10% of PRI's securities, but which could result by
its express terms in the acquisition of more than 50% of
PRI's outstanding voting securities, shall be deemed a Third
Party Transaction for the purposes of Section 10 of the SPA.
4. Acquisitions and Dispositions of Securities.
4.1 The first sentence of Section 11.1(a) of the SPA shall
be amended in its entirety as follows:
(a) During the period ("Consent Period") commencing on May
1, 1995 and terminating six months after the date on which
the Purchaser's rights shall terminate under Section 10.1
hereof, the Purchaser shall not sell, assign, pledge,
transfer or otherwise dispose of (collectively, a
"Transfer") any Securities (as hereinafter defined) without
the written consent of the Company (which may be granted or
withheld in its sole discretion) unless such Securities (i)
shall be registered under the Securities Act and applicable
state securities laws, (ii) shall be sold in brokers'
transactions pursuant to Rule 144 promulgated under the
Securities Act, (iii) shall be sold or transferred in
connection with a Third Party Transaction or any other
transaction that has been approved by a majority of the
members of the Board (exclusive of those members appointed
by the Purchaser pursuant to Section 7.2 hereof), (iv) shall
be sold or transferred in any transaction which shall comply
with the Securities Act and applicable state securities
laws, in accordance with Section 11.1(b) hereof or, (v) a
Transfer of all Securities owned at the time of Transfer by
the Purchaser if the Board has written notice of such
Transfer and the Company's Board of Directors does not
reject the transferee, it being agreed that the company's
Board of Directors may only reject such transferee (but
subject to Section 11.1(c) hereof) if such entity is
asserted in good faith and then demonstrated by the Board
(acting in good faith) to be a competitor or a party with a
demonstrated adverse interest to the Company (the Board to
act within 7 U.S. business days of the Company's receipt of
a notice regarding such contemplated Transfer).
4.2 The following shall be inserted as Section 11.1(e) of
the SPA:
(e) Notwithstanding the provisions of Section 11.1 hereof,
the Purchaser may Transfer 90% or more of the Common Stock
then beneficially owned by the Purchaser to a bona fide
purchaser if the Company's Board of Directors does not
reject the transferee as provided below (a "Permitted
Transfer"); provided, however, that the Purchaser shall not
be entitled to request or consummate a Permitted Transfer
if, at the time of the Purchaser's request to the Company
for its consent to the Permitted Transfer, the Purchaser
shall have Transferred more than 290,000 shares of Common
Stock in any 365-day period or shall have Transferred an
aggregate of more than 586,000 shares of Common Stock since
May 1, 1995. The Purchaser will advise the Company of the
beneficial owner of the proposed transferee. The Company's
Board of Directors may reject the transferee if such entity
is asserted in good faith and then demonstrated by the Board
(acting in good faith) to be a competitor or a party with a
demonstrated adverse interest to the Company (the Board to
act within 7 U.S. business days of the Company's receipt of
a notice regarding such contemplated sale).
5. Assignment.
(a) Section 16.2 of the SPA shall be amended in its
entirety as follows:
16.2 Assignment. All terms and provisions of this
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned
by any party hereto without the prior written consent of the
other party; provided, that, (a) the Purchaser may assign
its rights under this Agreement, in whole or in part, to any
subsidiary or related entity "Hevra Kshura" of the
Purchaser, within the meaning of the Israel Securities Act
5728-1968, as amended, so long as such (i) subsidiary or
related party shall assume and agree to be bound by all of
the Purchaser's obligations hereunder and (ii) the Purchaser
shall not be relieved of its primary liability to the
Company for all of the Purchaser's obligations set forth
herein and (b) the Purchaser may assign all, but not less
than all, of its rights under this Agreement to any person
or entity pursuant to a Permitted Transfer so long as the
transferee thereof shall assume and agree to be bound by all
of the Purchaser's obligations hereunder (a "Permitted
Assignment").
(b) The Company and the Purchaser hereby acknowledge and
agree that, for the purposes of the Rights Agreement,
between the Company and Midlantic Bank, N.A., dated August
6, 1991, as amended, only transferees and assignees of
Purchaser pursuant to Sections 16.2(a) or (b) of the
Agreement, as amended, shall constitute "permitted assigns"
of Clal Pharmaceutical Industries Ltd. under Section 1(a)(v)
of such Rights Agreement. Purchaser shall inform all
transferees of Securities of this provision.
6. Registration Rights Agreement. Section 8.1 of the
Registration Rights Agreement shall be amended in its entirety as
follows:
8.1 Assignment. All terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder may be assigned by any
party hereto without the prior written consent of the other
party; provided, that, (a) the Holder may assign this
Agreement to any permitted assignee under Section 16.2(a) of
the Stock Purchase Agreement without the Company's written
consent so long as (i) such assignee shall agree to assume
and agree to be bound by all of the Holder's obligations
hereunder and (ii) the Holder shall not be relieved of its
primary liability to the Company for all of the Holder's
obligations set forth herein and (b) the Holder may assign
all, but not less than all, of the rights under this
Agreement to a person or entity pursuant to a Permitted
Transfer as defined in the Stock Purchase Agreement so long
as such assignee shall agree to assume and agree to be bound
by all of the Holder's obligations hereunder.
The Registration Rights Agreement shall also apply to the
New Shares.
This provision shall constitute an amendment of the Registration
Rights Agreement pursuant to Section 8.4 thereof.
7. Representations and Indemnification.
7.1 Representations. The Company and the Purchaser each
hereby represent and warrant to the other as follows:
(a) It is a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of
its formation. It has all requisite corporate power and
authority to conduct its business and to enter into and
perform its obligations under this Amendment in accordance
with the terms hereof.
(b) It has taken all required corporate actions to approve
and adopt this Amendment. This Amendment constitutes a duly
authorized, valid and binding agreement on it and
enforceable against it in accordance with its terms. Each
person executing this Amendment on its behalf is duly
authorized and empowered to do so.
(c) The execution and delivery of this Amendment and the
consummation of the transactions as contemplated hereunder
(i) do not, and will not, violate or conflict with any
statute, regulation, judgment, order, writ, decree or
injunction currently applicable to it or any of its property
or assets; and (ii) do not, and will not, violate or
conflict with its charter or By-laws and/or Memorandum and
Articles of Association, or any existing mortgage,
indenture, contract, licensing agreement, financing
statement or other agreement binding on it.
(d) All required consents and approvals, as well as any
approvals or consents of any governmental authorities or any
other third parties in connection with the execution and
delivery of this Amendment or the performance of the
transactions contemplated hereunder, have been obtained by
it, except for such approvals required under New York Stock
Exchange rules. No contract or agreement binding upon it
restricts its ability to fulfill its obligations and
responsibilities under this Amendment or to carry out the
activities contemplated herein.
(e) It is not a party to or, to the best of its knowledge,
threatened with any litigation or judicial or administrative
proceeding that, if decided adversely to it, would delay or
preclude the consummation of the transactions contemplated
in this Amendment or have a material adverse affect upon the
transactions contemplated hereby.
7.2 Indemnification. The Company and the Purchaser each
agree to indemnify and hold harmless the other and their
respective employees, agents and affiliates against all losses,
liabilities, claims, damages, and expenses (including, but not
limited to, reasonable counsel fees) resulting from or arising
out of any actual or alleged misrepresentation or breach by it of
any representation or warranty set forth in Section 8.1 hereof or
otherwise set forth in this Amendment.
8. Miscellaneous.
8.1 No Further Amendment. Except as amended herein, the
terms and provisions of the SPA and the Registration Rights
Agreement are hereby ratified, confirmed and approved in all
respects.
8.2 Assignment. All terms and provisions of this Amendment
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but
neither this Amendment nor any of the rights, interest or
obligations hereunder may be assigned by any party hereto without
the prior written consent of the other party, other than pursuant
to a Permitted Assignment.
8.3 Entire Agreement. This Amendment and the other
agreements referred to herein or delivered pursuant hereto
contain the entire agreement among the parties with respect to
the subject matter hereof and supersedes all prior and
contemporaneous arrangements or understandings with respect
thereto.
8.4 Amendments; Waiver. This Amendment may not be amended
or terminated, and no provision hereof may be waived, except
pursuant to a written instrument executed by each of the parties
hereto.
8.5 Counterparts. This Amendment may be executed in any
number of counterparts, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together
shall constitute but one agreement.
8.6 Headings. The headings of the Sections of this
Amendment have been inserted for convenience of reference only
and shall not be deemed to be a part of this Amendment.
8.7 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed wholly therein.
8.8 Severability. If any term or provision hereof shall be
invalid or unenforceable, (a) the remaining terms and provisions
hereof shall be unimpaired, (b) any such invalidity or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction and
(c) the invalid or unenforceable term or provision shall be
deemed replaced by a term or provision as determined by a court
to be valid and enforceable and to express the intention of the
parties with respect to the invalid or unenforceable term or
provision.
8.9 Consent to Jurisdiction. In connection with any
dispute which may arise under this Amendment or under any other
agreement referred to herein, each of the parties hereby
irrevocably submits to, consents to, and waives any objection to,
the jurisdiction of the courts of the State of New York located
in the County of New York or of the United States District Court
for the Southern District of New York, and waives any objection
to the laying of venue in such courts. Each such party admits
that any such dispute may be resolved at least as conveniently in
such a court as in any other court, and shall not seek dismissal
or a change of venue on the ground that resolution of such a
dispute in any such court shall not be convenient or in the
interests of justice. The Purchaser hereby appoints Proskauer
Rose LLP as its agent upon whom service of process may be made
with the same force and effect as if such service shall have been
made personally upon the Purchaser. The Company hereby appoints
Hertzog, Calamari & Gleason as its agent upon whom service of
process may be made with the same force and affect as if such
service shall have been made personally upon the Company.
IN WITNESS WHEREOF, each of the undersigned has caused this Third
Amendment to Stock Purchase Agreement to be executed as of the
date first written above.
PHARMACEUTICAL RESOURCES, INC.
By: /s/
CLAL PHARMACEUTICAL INDUSTRIES LTD.
By: /s/
By: /s/
AGREED AND ACCEPTED AS TO SECTION 2.1 ONLY
PRI-RESEARCH, INC.
By: /s/
Exhibit 7
PHARMACEUTICAL RESOURCES,INC.
One Ram Ridge Road
Spring Valley, New York 10977
UNITED STATES
July 28, 1997
CLAL PHARMACEUTICAL INDUSTRIES LTD. ("CPI")
Clal House
5, Druyanov Street
Tel Aviv 63143
ISRAEL
Gentlemen:
This letter sets forth our agreement as follows*:
1. PRI Research, Inc. ("PRI-Research"), a 100% subsidiary of
ours hereby acquires from C.T.P. Research and Development
(1995) Ltd., an Israeli private company limited by shares
("C.T.P."), the entire equity interest owned by C.T.P. in
Clal Pharmaceutical Resources (1995) Ltd., an Israeli
private company limited by shares ("CPRC"), and Clal
Pharmaceutical Resources L.P., an Israeli limited liability
partnership ("CPR") in consideration for a non-recourse
secured promissory note in the amount of $1,500,000 and the
sum set forth in paragraph 2.
2. We hereby instruct Argum Trusties (1992) Ltd. (the
"Trustees") to release the sum of USS 447,369 plus accrued
interest which is held in trust for our benefit to C.T.P.
This provision shall constitute irrevocable instructions to
the Trustees to immediately release all such funds to C.T.P.
* "you" shall mean either CPI or C.T.P. as the context
requires.
3. We and PRI-Research will cause you to be relieved of all
existing and future express obligations to CPRC and CPR
under the Supplemental Agreement, the Stockholders
Agreement, the Limited Partnership Agreement (collectively
"Agreements") including without limitation any obligation to
contribute any and all additional capital or other funds.
PRI-Research shall have no obligation to you or to C.T.P.
under the terms of the Agreements.
4. We and PRI-Research will guarantee the existing CPR leases
to CPI and/or the Landlord of said leases. This obligation
of ours shall remain not withstanding the termination,
expiration or fulfillment of all obligations under the Note
or the repossession of the collateral; provided however that
in the event you repossess the limited partnership interest
in CPR pursuant to the Note and the Landlord has no claims
against us for a breach of the lease at the time of
repossession of said limited partnership interest, our
guarantee shall expire and you shall indemnify us for all
losses after your repossession of the limited partnership
(other than losses arising out of our breach of the lease).
In the event you shall repossess CPR's assets (and not the
limited partnership's interest), our guarantee shall
continue in full force and effect except for damages caused
to the leased premises in connection with repossession of
CPR's assets.
5. We and PRI-Research will cause CPR to grant to you and your
affiliates "most favored" protection with respect to any and
all research, development, agreements, for as long as you
own 8% or more of PRI's issued and outstanding common stock.
Such right will not be assignable to non-affiliates of CPI.
6. The Supplemental Agreement, and Guarantees executed by PRI
and CPI in connection with the Limited Partnership Agreement
are hereby terminated, as do any other restrictions on the
business activities of CPI and its affiliates and on us with
respect to the pharmaceutical business in any agreement
between us and any of our respective affiliates.
7. We hereby represent to you as follows:
(a) We are a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of
our formation. We have all requisite corporate power and
authority to conduct our business and to enter into and
perform our obligations under this agreement.
(b) We have taken all required corporate actions to approve
and adopt this agreement. This agreement constitutes a duly
authorized, valid and binding agreement on us and
enforceable against us in accordance with its terms. Each
person executing this agreement on its behalf is duly
authorized and empowered to do so.
(c) The execution and delivery of this agreement and the
consummation of the transactions as contemplated hereunder
(i) do not, and will not, violate or conflict with any
statute, regulation, judgment, order, writ, decree or
injunction currently applicable to us or any of our property
or assets; and (ii) do not, and will not, violate or
conflict with our charter or By-laws and/or Memorandum and
Articles of Association, or any existing mortgage,
indenture, contract, licensing agreement, financing
statement or other agreement binding on us, except as set
forth in 7(d) below.
Our interest in the shares of CPRC and limited partnership
interest in CPR including those interests acquired from you
hereunder immediately upon their acquisition are held free
and clear of any interest of any party except yourself
pursuant to the Note and Mortgage.
(d) All required consents and approvals, as well as any
approvals or consents of any governmental authorities or any
other third parties in connection with the execution and
delivery of this agreement or the performance of the
transactions contemplated hereunder, have been obtained by
it, except for approval of The New York Stock Exchange for
the listing of the shares to be issued to CPI pursuant to
the Third Amendment to Stock Purchase Agreement dated the
date hereof. No contract or agreement binding upon us
restricts our ability to fulfill our obligations and
responsibilities under this agreement or to carry out the
activities contemplated herein.
(e) We are not a party to or, to the best of our knowledge,
threatened with any litigation or judicial or administrative
proceeding that, if decided adversely to us, would delay or
preclude the consummation of the transactions contemplated
in this agreement or have a material adverse effect upon the
transactions contemplated hereby.
8. All the transactions described herein have been approved by
all required organs of the respective parties. The parties
will complete and execute in good faith, without delay and
in accordance with this agreement all additional documents
required in order to enable the performance of all terms of
this agreement and related agreements. The parties hereto
will authorize K.H. Trustees Ltd. to amend the dates of all
copies of documents previously executed on or about July 6,
1997 relating to the subject matter of this Agreement, to
July 28, 1997.
9. You hereby represent to us as follows:
(a) You are a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of
your formation. You have all requisite corporate power and
authority to conduct your business and to enter into and
perform your obligations under this agreement.
(b) You have taken all required corporate actions to
approve and adopt this agreement. This agreement
constitutes a duly authorized, valid and binding agreement
on you and enforceable against you in accordance with its
terms. Each person executing this agreement on its behalf
is duly authorized and empowered to do so.
(c) The execution and delivery of this agreement and the
consummation of the transactions as contemplated hereunder
(i) do not, and will not, violate or conflict which any
statute, regulation, judgment, order, writ, decree or
injunction currently applicable to us or any of your
property or assets; and (ii) do not, and will not, violate
or conflict with your charter or By-laws and/or Memorandum
and Articles of Association, or any existing mortgage,
indenture, contract, licensing agreement, financing
statement or other agreement binding on you.
Your interest in the shares of CPRC and limited partnership
interest in CPR are held free and clear of any interest of
any party except yourself pursuant to the Note and Mortgage.
(d) All required consents and approvals, as well as any
approvals of consents of any governmental authorities or any
other third parties in connection with the execution and
delivery of this agreement or the performance of the
transactions contemplated hereunder, have been obtained by
you. No contract or agreement binding upon you restricts
your ability to fulfill your obligations and
responsibilities under this agreement or to carry out the
activities contemplated herein.
(e) You are not a party to or, to the best of your
knowledge, threatened with any litigation or judicial or
administrative proceeding that, if decided adversely to you,
would delay or preclude the consummation of the transactions
contemplated in this agreement or have a material adverse
effect upon the transactions contemplated hereby.
Very truly your,
/s/ Kenneth I. Sawyer
Pharmaceutical Resources, Inc.
By: Kenneth I. Sawyer
Chief Executive Officer
AGREED TO AND ACCEPTED
/s/
C.T.P. RESEARCH AND DEVELOPMENT (1995) LTD.
/s/
CLAL PHARMACEUTICAL RESOURCES (1995) LTD.
/s/
CLAL PHARMACEUTICAL RESOURCES L.P.
AGREED TO AND ACCEPTED, AND REPRESENTED AS TO ALL
MATTERS STATED IN SECTION 9 ABOVE REGARDING CPI:
/s/
CLAL PHARMACEUTICAL INDUSTRIES LTD.
REPRESENTED AS TO ALL MATTERS STATED IN SECTION 7 ABOVE
REGARDING THE NOTE, MORTGAGE AND ALL DOCUMENTS EXECUTED
BY US IN CONNECTION THEREWITH:
/s/
PRI RESEARCH, INC.
NON-RECOURSE SECURED PROMISSORY NOTE
July 28, 1997
US$1,500,000.00
FOR VALUE RECEIVED, PRI RESEARCH, INC. a Delaware corporation
("Maker"), hereby promises to pay to the order of C.T.P. RESEARCH
AND DEVELOPMENT (1995) LTD., an Israeli company or its permitted
assignee ("Holder"), the principal sum of ONE MILLION FIVE
HUNDRED THOUSAND United States Dollars (US$1,500,000), together
with interest accrued at the rate of 7% per annum on the unpaid
principal balance hereof from the date hereof. Payments shall be
made in lawful money of the United States of America in
immediately available funds and shall be made at such place as
may be designated in writing from time to time by Holder.
Payments of principal and interest shall be made as follows:
(a) The principal amount hereof shall be paid in eight
equal installments of US$187,500. The first installment shall
become due and payable on July 5, 1999, with the remaining seven
installments being due and payable on each January 5 and July 5
thereafter through and including January 5, 2003 (the "Maturity
Date").
(b) Accrued interest shall become due and payable on
January 5, 1998 and shall be due and payable on each July 5 and
January 5 through and including the Maturity Date.
Notwithstanding the foregoing, payments of interest on or
any installment of the principal amount of this Note shall be
made only on days in which banks in New York City are not
permitted by applicable law to be closed ("Business Days"). If
any interest on or any installment of the principal amount of
this Note becomes due and payable on a day that is not a Business
Day, then the relevant payment obligation shall be extended to
the next succeeding Business Day and interest shall be payable
during such extension.
This Note may, at the option of Maker, be prepaid, in whole
or in part (but only in amounts of at least $100,000), at any
time and any such prepayment shall be applied to the installments
of principal in reverse order of maturity. Any such prepayment
shall be without premium or penalty but shall include the payment
of accrued interest on the amount prepaid to and including the
date of prepayment.
This Note is the Note referred to in and is being issued in
connection with the purchase by Maker of Holder's limited
partnership interest in Clal Pharmaceutical Resources Limited
Partnership ("CPR") and shares of Clal Pharmaceutical Resources
(1995) Ltd. ("CPRC"). The Maker in fulfillment of its
undertaking shall enter into the Mortgage Documents annexed
hereto ("Mortgage") and shall cause CPR and CPRC to pledge their
assets to the benefit of the Holder in accordance with the terms
of the Mortgage.
This note shall be non-recourse as against Maker. Holder
shall look solely to the collateral subject to the Mortgage as
Holder's exclusive remedy in the event of any default in payment
or performance hereof. Holder shall not make claim or institute
any action or proceeding against Maker in respect hereof, and
expressly waives any right to a deficiency judgment in the event
of foreclosure or sale of such collateral. Nothing herein shall
prevent the Holder from instituting an action to enforce its
rights to the collateral subject to the Mortgage.
The unpaid principal sum of this Note, together with all
accrued interest thereon, shall, at the option of Holder, by
written demand to Maker, become immediately due and payable,
(without presentment for payment, demand, protest and notice of
protest or any further notice or demand of any kind, all of which
are hereby expressly waived), 15 days after written notice of any
of the following events has been given by Holder to Maker,
provided however that after said 15 day cure period Maker shall
have additional 5 days in which to pay off in full all amounts
due under this Note, including all accrued interest and costs, if
any of the following events shall occur (15 days written notice
shall apply only to Sections (1), (2); 10 days to pay off shall
apply to all sections).
(1) Maker's failure to pay, when due, any installments of
principal or interest on this Note.
(2) The breach by Maker of any term or provision of this
Note.
(3) Any of Maker, CPRC or CPR makes an assignment for the
benefit of creditors or admits in writing its or its
inability to pay its debts generally as they become
due;
(4) Any of Maker, CPRC or CPR applies to any tribunal for
the appointment of a custodian of any substantial part
of its assets, or commences any proceedings relating to
it under any bankruptcy, insolvency, reorganization or
moratorium law or any other law for the relief of
debtors of any jurisdiction (any of the foregoing being
a "Bankruptcy Proceeding");
(5) Any application if filed in respect of a Bankruptcy
Proceeding, or any Bankruptcy Proceeding is commenced,
against any of Maker, CPRC or CPR by one or more
persons other than Maker, CPRC or CPR, and Maker, CPRC
or CPR, as the case may be, indicates its consent,
approval, acquiescence thereto or the Bankruptcy
Proceeding is not dismissed within 60 days of its
institution;
(6) A court of competent jurisdiction enters an order,
judgment or decree appointing a custodian for the whole
or to a substantial portion of the property of Maker,
CPRC or CPR, or approving a petition filed against any
of them seeking reorganization or arrangement in any
Bankruptcy Proceeding, and such order, judgment or
decree shall not be vacated or set aside or stayed
within 90 days from the date of entry thereof;
(7) Any of Maker, CPRC or CPR shall wind up its affairs,
dissolve or liquidate, or take corporate or partnership
action to effect any of the foregoing;
(8) Any of Maker, CPRC or CPR shall enter into or be a
party to any merger, consolidation or reorganization
with any other entity which may impair in any respect
the rights of Holder under this Note, provided that
Maker, CPRC or CPR may enter into any merger,
consolidation or reorganization with any subsidiary or
affiliate of Pharmaceutical Resources, Inc. which does
not impair the rights of the Holder under this Note and
its rights to Collateral under the Mortgage.
(9) If one or more judgments, decrees or orders is entered
against Maker, CPRC or CPR which, together with
judgments, decrees or orders against any one or more of
them, total US$50,000 or more, which judgments or
decrees are not vacated, discharged, stayed or bonded
pending appeal within 45 days from the later of date of
entry or the date upon which Maker receives notice of
same.
(10) If Maker, directly or indirectly, declares, makes or
agrees to make (or sets apart any assets for) any
distribution, dividend or other payment of any kind to
any of its stockholders, affiliates, officers or
directors of Maker including, without limitation, any
distribution or application of Maker's assets through
the purchase, redemption or retirement of any loans or
advances, principal or interest payments, other than
loan and interest payment as hereinafter permitted, or
unreasonable management consulting or like fees or
compensation.
(11) If any preliminary attachment, lien or additional
security interest which is superior as a matter of law
to the security for this Note is placed upon any of the
property which is security for this Note and not set
aside within the earlier of (i) a period of 60 days or
(ii) the date on which a judgement is entered.
(11) If, at any time or from time to time, title to or any
interest in the whole or any part of the property which
is security for this Note is acquired by any person,
partnership, corporation, trust, joint venture or other
entity other than the Maker ("Other Entity") unless
said Other Entity assumes the terms of this Note,
provided that this shall not prohibit the Sale of
assets which do not constitute a material portion of
such entity's assets, in the ordinary course of such
entity's business and for fair consideration;
(12) If any loss, theft, damage or destruction of any
material part of the property which is security for
this Note, as set forth in the Mortgage, occurs which
is not covered by insurance;
(13) If CPR or CPRC fail to make any rent or other
undisputed payments to its landlord under the lease
agreements when due against Maker, CPR or CPRC and if
in dispute upon conversion to an unstayed judgment.
(14) If CPR or CPRC fail to make any material Israeli tax
payments (withholding tax, social security tax, VAT or
any other tax) when due or as otherwise advised by its
outside auditors.
(15) If CPR or CPRC extends the lease agreements with its
Landlord at a time it is in breach of this Note and the
Holder has commenced an action for its enforcement.
Upon default under this Note, Holder may exercise any and
all rights and remedies available under the lien documents to
which this Note is attached.
Time is of the essence with respect to each of Maker's
obligations and agreements evidenced by this Note. If Maker
fails to make any payment of principal or interest as and when
due under this Note, then the entire outstanding principal
balance shall accrue interest from the date of such default until
the date of payment at 9% per annum.
The nonexercise or delay in exercise by Holder of any of its
rights hereunder in any particular instance shall not constitute
a waiver thereof in that or any subsequent instance.
Maker shall satisfy and perform each of the following
agreements and covenants for so long as any amounts of principal
or interest due under this Note remain outstanding:
(a) Furnish to Holder within 45 days after the end of each
fiscal quarter of CPR (other than the fourth fiscal
quarter), commencing with the quarter ending June 30,
1997, financial statements of CPR ("Interim
Statements"), prepared by CPR in a form substantially
the same as that of the previous quarter and thereafter
United States Dollar denominated Financial Statements
consisting of statements of income and balance sheets
of CPR, from the beginning of the then current fiscal
year and from the beginning of such quarter to the end
of such period, and balance sheets of CPR as of the end
of such quarter, certified by the President or Chief
Financial Officer of Maker to be true and correct, and
accompanied by a certificate of said officer in such
form as Holder may reasonably require stating whether
any event has occurred which constitutes an event of
default or which, with the giving of notice or the
lapse of time, or both, would constitute such an event
of default and, if so, stating the facts with respect
thereto.
(b) Furnish to Holder within 90 days after the close of
CPR's fiscal year, commencing with the year ending
December 31, 1997, United States Dollar-denominated
audited (reflecting CPR's business) financial
statements of CPR ("Annual Statements") prepared by
CPR, consisting of a balance sheet of CPR as of the end
of such fiscal year and statements of income, retained
earnings, paid-in capital and surplus and changes in
financial position of CPR for such fiscal year,
certified by the President or Chief Financial Officer
of Maker to be true and correct, and accompanied by a
certificate stating whether any event has occurred
which constitutes an event of default or which, with
the giving of notices or the lapse of time, or both,
would constitute such an event of default and, if so,
stating the facts with respect thereto.
(c) Furnish to Holder such other information as Holder may
reasonably request regarding the non-confidential
business, or the assets, financial condition or income
of Maker, CPRC and/or CPR;
(d) Permit Holder and any of its representatives or agents,
upon reasonable notice and during normal business
hours, to examine the books, records and tangible
assets of Maker, CPRC and/CPR, to make copies and notes
therefrom, and to speak with the officers and
management of each of them for the purposes of
ascertaining compliance with the terms hereof or
obtaining enforcement;
(e) Maintain CPR's equipment and leasehold improvements in
operating condition and in a good state of repair, wear
and tear excepted, and make any and all replacements,
additions and improvements thereto as are necessary for
the operation of CPR's business; and maintain and cause
CPR to comply at all times with all franchises,
licenses, permits and leases held by CPR or to which it
is a party and not remove the equipment outside the
jurisdiction of the State of Israel except subject to
sufficient notice to Holder and execution of the
required documents to allow a security interest on the
equipment in the jurisdiction to which it is removed;
(f) Maintain insurance coverage for Maker, CPRC and CPR
from financially sound and reputable insurers approved
by Holder, naming Holder as an additional insured, in
at least such amounts, with no more than such
deductibles and relating to at least such losses and
liabilities, including without limitation, business
interruption, property damage from theft, fraud, fire
and explosions, and liability arising from "errors and
omissions", as are currently in effect, and, in
addition, maintain the insurance coverage required
under the lease agreements;
(g) Invest, either by cash, contribution or by reinvestment
of CPR's net profits, after tax at least US$1,500,000
during each calendar year for use by CPR as working
capital;
In addition, for so long as any amounts of principal or
interest due under this Note remain outstanding, Maker shall
not, and shall not permit CPRC or CPR to:
(a) Transfer, sell, pledge or encumber in any way any
material tangible assets without prior notice to Holder
and Holder's consent or transfer, sell, pledge or
encumber in any way any intangible assets (including
know-how) other than in the ordinary course and
provided that such transfer, sale or encumbrance shall
not be fraudulent as to the Holder in any way;
(b) Enter into any material agreements which shall
constitute an obligation having financial consequences
or incurring any liability (other than under (c) below)
other than in the ordinary course (it is herein
stipulated that development agreements for reasonable
duration and under reasonable terms shall be deemed to
be in the ordinary course unless shown otherwise) and
provided such agreements are not fraudulently made as
to the Holder.
(c) Borrow any funds from banks or other third parties
(other than Permitted Subordinated Debt as defined
below, which shall be subordinate to the obligations to
Holder under the Note, provided that payments of
principal of and interest on such loans may be made as
and when due thereunder so long as no event of default
under this Note shall have occurred and be continuing,
and canceled in the event Holder exercise on the
interests in CPR and CPRC provided as collateral) other
than with prior notice to Holder and Holder's written
consent (if such loans do not materially affect the
"asset base"/"equity" of CPR they shall have Holder's
consent and be deemed to be reasonable unless Holder
shall demonstrate otherwise) or provide any security or
guaranty for any obligation of any other person, firm
or entity; or
(d) Place liens, pledges or security interests
("Encumbrances") on any of its assets, or permit or
suffer any Encumbrances to be placed on any assets of
CPRC or CPR except: (i) Encumbrances created under the
Mortgage; (ii) Encumbrances on assets acquired or
leased subject to purchase money security interests,
title retention or conditional sales agreements,
financial or other leases or similar financing
arrangements; (iii) material men's liens, mechanics'
liens and other similar liens arising by operation of
law in respect of amounts owed to persons or entities
that are not Affiliates.
The term "Permitted Subordinated Debt" means loans made to
(i) CPR by any partner thereof, (ii) CPRC by any shareholder
thereof, and (iii) Maker by any shareholder thereof, in each case
pursuant to written agreements which shall provide that such
loans are expressly subordinated in right of payment to Maker's
obligations and Holder's rights hereunder, provided that the
intent of such Note is not to violate any of the terms of this
Note including Clause (g) herein.
This Note and the rights and obligations of the parties
hereunder shall be construed and interpreted in accordance with
the internal laws of the State of Israel without any suit, action
or proceeding in connection with or enforcement of, this Note,
Maker submits to the non-exclusive jurisdiction of the courts of
the State of Israel, expressly waives all objections it may have
as to revenue in any of such courts or any claim of inconvenient
forum and agrees that nothing herein shall affect the right of
Holder to effect service of process in any other manner permitted
by law. In the event of any action to enforce this Note Holder
may collect costs and attorney's fees against the collateral
subject to this Note or the Mortgage.
The obligations of Maker hereunder shall not be subject to
any defense, setoff, counterclaim, recoupment or termination
whatsoever based upon the invalidity, illegality or
unenforceability of any other agreements between Maker and
Holder.
This Note shall be binding upon Maker and its successors or
assigns provided that Maker shall not assign its obligations
under this Note without the express written consent of Holder,
which may be withheld or denied in its sole discretion.
The invalidity or unenforceability of any provision of this
Note shall not affect the other provisions hereof and the
remaining provisions of this Note shall remain operative and in
full force and effect.
This Note may not be assigned by the Holder to any entity or
person other to an affiliate of Clal Industries, Ltd.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed and delivered as of the date and year first above
written.
PRI RESEARCH, INC.
By: /s/
President
(SEAL)
Attest: /s/
Secretary
July 28, 1997
PRI Research, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
U.S.A.
Gentlemen:
Reference is made to the Non-Recourse Promissory Note, dated
July 28, 1997 (the "Note"), of PRI Research, Inc. ("Maker") to
C.T.P. Research and Development (1995) Ltd. ("Holder").
Notwithstanding anything to the contrary in the Note, Holder
agrees that Maker, at its option, may prepay and defease the Note
completely and fully at any time up to and including August 12,
1998 by paying to Holder the amount of $600,000 in lawful money
of the United States of America in immediately available funds,
provided that if Pharmaceutical Resources, Inc. ("PRI") fails to
deliver to Clal Pharmaceutical Industries Ltd. 186,000 shares of
PRI's common stock within 42 days of the execution and delivery
of the Third Amendment to Stock Purchase Agreement, such
prepayment amount of $600,000 shall be increased by an amount
equal to the product of 186,000 multiplied by the closing price
of a share of PRI's common stock on the trading day prior to the
execution of and delivery of the Third Amendment to Stock
Purchase Agreement. Upon such prepayment, all obligations of
Maker under the note and under all Mortgage Documents referred to
in the Note shall be simultaneously terminated, the Note and the
Mortgage Documents shall be canceled and be returned by Holder to
Maker.
The obligations of Pharmaceutical Resources, Inc. under that
certain Guarantee with respect to the obligations of Clal
Pharmaceutical Resources Limited Partnership to its landlord
delivered in connection with the Note and the Mortgage Documents
shall remain in full force and effect notwithstanding the
cancellation and return of the Note and the Mortgage Documents.
This letter agreement modifies and amends the terms of the
Note. This letter agreement has been entered into in
consideration of and in connection with Maker executing and
delivering the Note and the other documents contemplated by the
Note, and shall be binding upon Holder and its successors and
assigns.
Holder shall attach this letter agreement to the Note and
shall give notice of the contents of this letter agreement to all
assignees of the Note.
C.T.P. RESEARCH AND DEVELOPMENT
(1995) LTD.
/s/
ACCEPTED AND AGREED
PRI RESEARCH, INC.
/s/
Name:
Title:
EXHIBIT 8
PHARMACEUTICAL RESOURCES, INC.
One Ram Ridge
Spring Valley, New York 10977
CONFIDENTIAL
March 25, 1998
Clal Pharmaceutical Industries Ltd. Merck KGaA
Clal House Frankfurter Strasse 250
5, Druyanov Street 64271 Darmstadt Germany
Tel Aviv 63143
ISRAEL
Gentlemen:
This letter agreement sets forth our agreement regarding a
possible transaction involving the purchase of shares of common
stock, par value $.01 per share (the "Common Stock"), of
Pharmaceutical Resources, Inc. (the "Company") owned by Clal
Pharmaceutical Industries Ltd. ("Clal"). The Company is in
confidential negotiations regarding a possible investment in the
Company by Merck KGaA or one of its affiliates (collectively,
"Merck"). No agreement between the Company and Merck has been
reached with respect to such transaction (the "Merck
Transaction").
In connection with the possible investment in the Company by
Merck, the Company, Merck and Clal agree as follows:
1. Concurrently with, and subject to, the closing (the
"Closing") of the transactions contemplated by a definitive stock
purchase agreement presently being discussed to be entered into
between the Company and Merck regarding an investment by Merck in
the Company (the "Purchase Agreement"):
(a) Clal shall sell to Merck, and Merck shall purchase from
Clal, 1,313,272 shares of Common Stock (the "Tranche A
Shares"). The per share purchase price for the Tranche A
Shares, which shall be payable at the Closing, shall be the
greater of (i) $2.00 and (ii) the per share purchase price
to be paid by Merck to the Company for the shares of Common
Stock to be acquired by Merck at the Closing (such greater
price being the "Merck Purchase Price").
(b) Clal shall sell to Merck, and Merck shall purchase from
Clal, at the Closing, 500,000 additional shares of Common
Stock (the "Tranche B Shares"). The per share purchase
price for the Tranche B Shares, which shall be payable at
the Closing, shall be the Merck Purchase Price. On the
second anniversary of the Closing, Merck shall pay to Clal
an amount in respect of each Tranche B Share equal to the
excess, if any, of (i) the weighted average price of all
trades in the shares of Common Stock on The New York Stock
Exchange ("Fair Market Value") during the thirty (30)
trading days immediately preceding the second anniversary of
the date of the Closing over (ii) the Merck Purchase Price.
(c) All payments to Clal pursuant to Paragraphs 1 and 2
hereof shall be by wire transfer of immediately available
funds or by certified or official bank check.
(d) Merck hereby acknowledges that (i) all shares of Common
Stock purchased by Merck from Clal will be purchased for
investment purposes only without a view to the resale or
distribution thereof and may not be resold or transferred
other than in compliance with all applicable securities laws
and (ii) in connection with such purchase, Clal is, subject
to Paragraph 2(a) hereof, making no representations or
warranties of any nature whatsoever other than that Clal is
conveying to Merck good and marketable title to such shares
which shall be duly authorized, validly issued, fully paid
and nonassessable, free and clear of any liens, claims or
other encumbrances, and that such conveyance will not
conflict with any agreement, law or obligation applicable to
Clal.
2. (a) Subject to Paragraph 7 below, during the period
commencing on the Closing and ending three years and five
U.S. business days thereafter (the "Post-Closing Period"),
Clal shall not, directly or indirectly, sell, assign,
pledge, transfer, create or purchase any option or warrant
on or with respect to, enter into any transaction shifting a
substantial portion of the benefits and burdens of ownership
of, or otherwise dispose of (collectively, "Transfer"), or
enter into a contract or agreement (whether or not
contingent) to Transfer, any of the remaining shares of
Common Stock beneficially owned by Clal (the "Tranche C
Shares"). Clal further represents and warrants that
immediately following the Closing, Clal will beneficially
own 500,000 shares of Common Stock, all of which shares are
subject to the put and call options described in Paragraphs
2(b)(i) and (ii) below. These 500,000 shares of Common
Stock will represent Clal's then entire remaining equity
interest in the Company, including the 186,000 shares of
Common Stock delivered to Clal pursuant to the Third
Amendment to the Stock Purchase Agreement, dated July 28,
1997, between the Company, Clal and PRI-Research, Inc., and
Clal represents that it holds no unexercised options,
warrants or other rights with respect to any Common Stock as
of the date hereof.
(b) (i) During the five U.S. business day period commencing
on the last day of the Post-Closing Period, Clal shall have
the right to cause Merck (or the Company, if Merck and the
Company shall agree) to purchase, and, if Clal so elects,
Merck and/or the Company shall purchase, the Tranche C
Shares at a price of $2.50 per share.
(ii) In the event that Clal shall not have exercised the
right provided in Paragraph 2(b)(i) hereof, Clal, Merck
and/or the Company shall have the right to exercise the
option provided in this Paragraph 2(b)(ii), in each case by
providing written notice of such exercise to each of the
other parties hereto within five U.S. business days
following the expiration of the five U.S. business day
period referred to in Paragraph 2(b)(i). Upon the exercise
of such option:
(A) Clal shall seek to sell any or all of the Tranche C
Shares on The New York Stock Exchange for a period of ninety
trading days beginning on the third trading day following
exercise of the option; provided, however, that Clal shall
not effect any such sale without the prior consent of Merck
and the Company, and Clal shall use its best efforts to
effect each sale which Merck and the Company shall direct
Clal to effect; and
(B) within five U.S. business days following the expiration
of the 90 trading day period referred to above, Merck and/or
the Company shall purchase from Clal all of the Tranche C
Shares not sold by Clal during such 90 trading day period
(if any), and shall pay to Clal an amount equal to the
amount, if any, by which (I) the product of 500,000
multiplied by the Fair Market Value during the 30 trading
days immediately preceding the last day of the Post-Closing
Period exceeds (II) the aggregate proceeds realized by Clal
from sales of Tranche C Shares during the 90 trading day
period referred to herein.
3. All shares of Common Stock sold by Clal pursuant to this
agreement shall be duly authorized, validly issued, fully paid
and nonassessable and shall be free and clear from all liens,
pledges, claims and other agreements, including warrants, options
and voting agreements.
4. Except as otherwise contemplated in Paragraph 1 hereof, and
in addition to the restrictions set forth in Paragraph 2(a)
hereof, from the date hereof through the occurrence of the first
to occur of (i) the termination of this agreement in accordance
with Paragraph 7 hereof and (ii) the end of the Post-Closing
Period, neither Clal nor any person under Clal's control, shall
(w) purchase or otherwise acquire any additional shares of Common
Stock, options, warrants or other securities of the Company, (x)
Transfer any shares of Common Stock beneficially owned, directly
or indirectly, by Clal, (y) enter into any agreement or
arrangement with any person or entity (other than the Company)
concerning the voting, holding or transferring of any shares of
the Company, or initiate, propose or participate in any
transaction involving the Company or (z) recommend any person to
engage in the activities in (w), (x) or (y) above.
5. Effective upon the Closing: (i) the Stock Purchase
Agreement, between the Company and Clal, dated March 25, 1995, as
amended (the "Clal Agreement"), shall be terminated in its
entirety with no further obligations, liabilities or rights on
the part of the parties thereunder, and (ii) the Registration
Rights Agreement, between the Company and Clal, dated May 1,
1995, shall be amended hereby and shall provide that Clal shall
not be entitled to exercise any of its rights thereunder during
the Post-Closing Period. Clal hereby agrees to, notwithstanding
any other agreement that it may have with the Company or others,
vote all shares of Common Stock which it owns (beneficially
and/or of record) in favor of the Merck Transaction (and all
related matters) if such Transaction is approved by the Company's
Board of Directors. In the event of any conflict between the
terms of this agreement and the Clal Agreement, the terms of this
agreement shall govern.
6. The execution and delivery of this agreement and the
consummation of the transactions contemplated hereby shall in no
way affect or modify the obligations of (i) P.R.I. Research, Inc.
("PRI Research") under the Non-Recourse Promissory Note, dated
July 28, 1997, (ii) the Company, PRI Research, Clal, C.T.P.
Research and Development (1995) Ltd., Clal Pharmaceutical
Resources (1995) Ltd. or Clal Pharmaceutical Resources L.P. under
the letter agreement, dated July 28, 1997, with respect to the
purchase of interests by PRI Research in the joint venture of the
Company and Clal and any and all documents executed in connection
therewith, or (iii) the transactions contemplated thereby.
7. Each of Clal, the Company and Merck shall have the right to
terminate this agreement without further obligation to any of the
parties hereto (except for Paragraphs 8, 9, 10 and 11 below) by
written notice to the other parties hereto (i) after March 27,
1998, unless a definitive Purchase Agreement with respect to the
Merck Transaction has theretofore been executed by each party
thereto, (ii) after July 15, 1998, unless the Closing has
theretofore occurred and (iii) after April 3, 1998, unless the
board of directors of Merck has theretofore approved the Purchase
Agreement.
8. The Company, Merck and Clal agree to keep strictly
confidential the contents of this agreement, the fact that
discussions between the Company and Merck have occurred, the
terms of such discussions and all of the other matters discussed
herein, until after such time as the Company has disclosed such
matters under applicable securities laws or the rules of the
stock exchanges on which the Common Stock is traded; provided,
however, that, notwithstanding the foregoing, Clal may disclose
such matters at such time, and to such extent, as required under
applicable securities laws.
9. All notices hereunder shall be in writing and shall be
given:
(a) if to the Company,
One Ram Ridge Road
Spring Valley, New York 10977
Attention: Kenneth I. Sawyer, President
Fax number: (914) 425-7922
with a copy to,
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
Attention: Stephen Ollendorff, Esq.
and Stephen R. Connoni, Esq.
Fax number: (212) 213-1199
(b) if to Merck,
Frankfurter Strasse 250
64271 Darmstadt Germany
Attention: Dr. Rudi Neirinckx
Fax number: (011 49) 6151 72 3435
with a copy to,
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036-7703
Attention: Edwin S. Matthews, Jr.
Fax number: (212) 626-4120
(c) if to Clal,
Clal Pharmaceutical Industries Ltd.
Clal House
5 Druyanov Street
Tel Aviv 63143 Israel
Attention: Ken Lalo, General Counsel
Fax number: 011 972 3629 3633
with a copy to,
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: David P. Stone, Esq.
Fax number: (212) 310-8007
Any notice shall be deemed to have been given, if personally
delivered or sent by express commercial courier or delivery
service or by telegram, telefax, telefax or facsimile
transmission. Any notice given in any other manner shall be
deemed given when actually received.
10. This agreement shall be governed in accordance with the laws
of the State of New York, without regard to its conflicts of laws
principles. For the purpose of this letter agreement, "U.S.
Business Day" shall mean any day except Saturday, Sunday and any
other day on which commercial banks in New York City are
authorized by law to close.
11. This agreement shall not be amended or (subject to Paragraph
7 above) terminated, and no provision hereof may be waived,
except pursuant to a written instrument executed by each of the
parties hereto.
Sincerely,
PHARMACEUTICAL RESOURCES, INC.
By: /s/
Name:
Title:
ACCEPTED AND AGREED TO:
CLAL PHARMACEUTICAL INDUSTRIES LTD.
By: /s/ Ken Lalo
Name: Ken Lalo
Title: General Counsel
DATED: March 25, 1998
ACCEPTED AND AGREED TO:
MERCK KGaA
By: /s/ R D Neirinckx
Name: Neirinckx Rudi
Title: HEAD NEW BUSINESS, MERCK KGaA
DATED: March 25, 1998
<PAGE>
Exhibit 9
September 7, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of Pharmaceutical
Resources, Inc, purchased, owned or sold from time to time by the
undersigned.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
Clal Pharmaceutical Industries, Ltd.
By: /s/
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 10
September 7, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
ECI Telecom Ltd.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
Clal Industries Ltd.
By: /s/
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 11
September 28, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
Clal (Israel) Ltd.
By: /s/
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 12
January 31, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Opal Inc.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
IDB Development Corporation Ltd.
By: /s/
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 13
January 31, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Opal Inc.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
By: /s/
Raphael Recanati
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 14
July 17, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Opal Inc.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
/s/
Elaine Recanati
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 15
January 31, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Opal Inc.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
/s/
Leon Recanati
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 16
January 31, 1997
IDB Holding Corporation Ltd.
"The Tower"
3 Daniel Frisch Street
Tel Aviv, Israel
Gentlemen:
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agrees that IDB Holding Corporation Ltd. ("IDB Holding")
may file as necessary on behalf of the undersigned with the
Securities and Exchange Commission a Schedule 13D or Schedule 13G
and any amendments thereto in respect of shares of each of the
following corporations purchased, owned or sold from time to time
by the undersigned:
AG Associates, Inc.
American Israeli Paper Mills Ltd.
Carmel Containers Systems Ltd.
Cimatron Ltd.
ECI Telecom Ltd.
Opal Inc.
Pharmaceutical Resources Inc.
IDB Holding is hereby authorized to file a copy of this
letter as an exhibit to said Schedule 13D or Schedule 13G or any
amendments thereto.
Very truly yours,
/s/
Judith Yovel Recanati
Agreed: IDB Holding Corporation Ltd.
By: /s/
Exhibit 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D,C, 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PHARMACEUTICAL RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
717125108
(CUSIP Number)
Zeev Zehavi
Clal Pharmaceutical Industries, Ltd.
Clal House
5 Druyanov Street
Tel Aviv 63143
Israel
(011-972-3) 526-3350
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
l(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [X]
CUSIP No. 717125108
I. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Clal Pharmaceutical Industries, Ltd. (Intentionally Omitted)
II. Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
III. SEC Use Only
IV. Source of Funds*
AF
V. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
VI. Citizenship or Place of Organization
Israel
Number of Shares
VII. Sole Voting Power
4,032,379 shares
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
4,032,379 Shares
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
4,032,379 shares
XII. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
XIII. Percent of Class Represented by Amount in Row (11)
16.7%
XIV. Type of Reporting Person*
CO
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Pharmaceutical Resources, Inc., a New Jersey
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at One Ram Ridge Road, Spring Valley, New
York 10977.
Item 2. Identity and Background.
This Statement is being filed by Clal Pharmaceutical
Resources Ltd., a corporation formed under the laws of the State
of Israel ("Clal Pharmaceutical").
The principal business of Clal Pharmaceutical is the
development, manufacture, and marketing of pharmaceutical
products.
The principal office of Clal Pharmaceutical is located
at Clal House, 5 Druyanov Street, Tel Aviv 63143, Israel.
During the last five years, Clal Pharmaceutical has not
been, and to the best knowledge of Clal Pharmaceutical, none of
the directors and executive officers of Clal Pharmaceutical has
been, convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, Clal Pharmaceutical has not
been, and to the best knowledge of Clal Pharmaceutical, none of
the directors and executive officers of Clal Pharmaceutical has
been, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding has become subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
To the best knowledge of Clal Pharmaceutical, all of
its directors and executive officers are citizens of the State of
Israel.
Item 3. Source and Amount of Funds or Other Consideration.
Clal Pharmaceutical has entered into a stock purchase
agreement, dated as of March 25, 1995 (attached as Exhibit 1)
(the "Stock Purchase Agreement"), pursuant to which, and subject
to the terms and conditions thereof, Clal Pharmaceutical agreed
to purchase from the Issuer 2,027,272 shares of the Issuer's
Common Stock (the "Shares") in exchange for $20,000,000. Clal
Pharmaceutical has not yet determined what part of the purchase
price, if any, will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Common Stock.
Item 4. Purpose of Transaction.
Clal Pharmaceutical desires to form a pharmaceutical
alliance for the development of new drugs and generic drugs
through the formation of a strategic alliance with the Issuer.
Pursuant to the Stock Purchase Agreement, upon the
closing of such agreement, Clal Pharmaceutical shall acquire a
warrant to acquire such number of shares of Common Stock as would
result in Clal Pharmaceutical, after giving effect to the
exercise, in full, of such warrant and the purchase of the
Shares, holding 19.99% of the Common Stock issued and outstanding
immediately prior to the issuance of such warrant (the
"Warrant").
Pursuant to the Stock Purchase Agreement, Clal
Pharmaceutical shall also acquire, subject to the approval of the
shareholders of the Issuer at the next annual meeting of the
Issuer's shareholders (the "Annual Meeting"), a warrant to
acquire such number of shares of Common Stock as would result in
Clal Pharmaceutical, after giving effect to the exercise in full
of such warrant and the Warrant together with all shares of
Common Stock then owned by Clal Pharmaceutical, holding 19.99% of
the Common Stock issued and outstanding immediately following the
date of issuance of such warrant.
Pursuant to the Stock Purchase Agreement, subject to
certain conditions, the Issuer shall nominate, and use its best
efforts to cause the election of, certain persons designated by
Clal Pharmaceutical, after the closing of the Stock Purchase
Agreement, to serve as directors on the Board of Directors of the
Issuer, such that:
(i) one-seventh of the members of the Board shall be
comprised of Clal Pharmaceutical's representatives at
all times during which Clal Pharmaceutical shall own at
least 8% of the outstanding shares of Common Stock; and
(ii) two-sevenths of the members of the Board shall be
comprised of Clal Pharmaceutical representatives at all
times during which Clal Pharmaceutical shall own at
least 14% of the outstanding shares of Common Stock.
Item 5. Interest in Securities of the Issuer
(a) Upon the closing of the Stock Purchase Agreement, Clal
Pharmaceutical will be the beneficial owner of
2,027,272 shares of Common Stock, constituting
approximately 19.99% of the outstanding Common Stock
(based upon the number of shares of Common Stock
outstanding as of March 25, 1995).
(b) Upon the closing of the Stock Purchase Agreement, Clal
Pharmaceutical will have the sole power to vote
2,027,272 shares of the Common Stock,
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein and in Item 4, Clal
Pharmaceutical has no contracts, arrangements, understandings, or
relationships (legal or otherwise) with respect to any securities
of the Issuer, including, but not limited to, any agreements
concerning (i) the transfer or voting of any securities of the
Issuer, (ii) finder's fees, (iii) joint ventures, (iv) loan or
option arrangements, (v) puts or calls, (vi) guarantees of
profits, (vii) division of profits or loss, or (viii) the giving
or withholding of proxies.
Pursuant to the Stock Purchase Agreement, from the date
of the closing of the Stock Purchase Agreement until the fifth
anniversary thereof, Clal Pharmaceutical has agreed to vote all
shares of Common Stock owned or held by it in favor of any
transaction with a third party pursuant to which the Issuer would
(i) be involved in a merger or other business combination in
which the Issuer's stockholders, as a result of such transaction
would cease to beneficially own at least 50% of the voting power
of, or equity interests in, the resulting entity, (ii) sell an
amount of its securities which, as a result of such transaction,
would cause such third party to own, beneficially, 51% or more of
the outstanding voting securities of the Issuer or (iii) sell all
or substantially all of its assets (collectively, a "Third Party
Transaction") (other than any such transaction to which Clal
Pharmaceutical has exercised a certain right of first refusal
(the "Right of First Refusal")).
Pursuant to an agreement between Clal Pharmaceutical
and the Issuer to enter into a certain joint venture (the "Joint
Venture"), if Clal elects not to exercise its Right of First
Refusal with respect to a Third Party Transaction, Clal
Pharmaceutical will have the right, exercisable at any time prior
to the second anniversary of the closing of such Third Party
Transaction, to sell its interest in the Joint Venture to the
Issuer (or the purchaser in the Third Party Transaction
("Purchaser")), and the Issuer or such Purchaser shall be
obligated to purchase such interest and may issue additional
shares of the Common Stock to Clal Pharmaceutical in payment of
such purchase price.
Item 7. Materials to be filed as Exhibits
Exhibit - 1
Stock Purchase Agreement
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
March 28, 1995
Clal PHARMACEUTICAL
INDUSTRIES Ltd.
By: /s/
Zeev Zehavi,
President
Exhibit 18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PHARMACEUTICAL RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
717125108
(CUSIP Number)
Zeev Zehavi
Clal Pharmaceutical Industries, Ltd.
Clal House
5 Druyanov Street
Tel Aviv 63143
Israel
(011-972-3) 526-3350
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 1, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
CUSIP No. 717125108
I. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Clal Pharmaceutical Industries, Ltd. (Intentionally Omitted)
II. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
III. SEC Use Only
IV. Source of Funds
AF
V. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
VI. Citizenship or Place of Organization
Israel
Number of Shares
VII. Sole Voting Power
4,032,379 shares
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
4,032,379 shares
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
4,032,379 Shares
XII. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
XIII. Percent of Class Represented by Amount in Row (11)
16.7%
XIV. Type of Reporting Person
CO
Items 3, 5, 6 and 7 of the Schedule 13D, dated March
25, 1995, are hereby amended by adding thereto the information
set forth below. The terms defined in such Schedule 13D, as
amended, shall have their defined meanings herein, unless
otherwise defined herein.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price of $20,000,000 under the Stock
Purchase Agreement was provided by a shareholder of Clal
Pharmaceutical.
The Issuer issued a Warrant, dated as of May 1, 1995,
to Clal Pharmaceutical (attached as Exhibit 1) (the "Warrant"),
pursuant to which, and subject to the terms and conditions
thereof, Clal Pharmaceutical is entitled to purchase from the
Issuer 936,282 shares of the Issuer's Common Stock (the "Warrant
Shares"). The expiration date of the Warrant is the earlier of:
(i) May 1, 1998, (ii) redemption of the Warrant by the Issuer, or
(iii) May 1, 1997, if the Issuer's net income after tax, for its
fiscal year ended September 28, 1996, exceeds $5,000,000. The
exercise price of the Warrant is: (i) $10 per share for the
period between May 1, 1995 and May 1, 1996, and (ii) $11 per
share for the period between May 2, 1996 and May 1, 1998. In
addition, the exercise price is subject to certain adjustments.
Clal Pharmaceutical has not yet determined what part of the total
exercise price, if any, will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Warrant Shares.<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Upon the closing of the Stock Purchase Agreement, Clal
Pharmaceutical became the beneficial owner of 4,032,379
shares of Common Stock (2,027,272 shares of Common
Stock purchased pursuant to the Stock Purchase
Agreement and a warrant to purchase an additional
936,282 shares of Common Stock pursuant to the
Warrant), constituting approximately 16.7% of the
outstanding Common Stock (based upon the number of
shares of Common Stock outstanding as of April 28, 1995
and after giving effect to the issuance of the Warrant
Shares).
(b) Upon the closing of the Stock Purchase Agreement, Clal
Pharmaceutical will have the sole power to vote
4,032,379 shares of the Common Stock (2,027,272 shares
of Common Stock purchased pursuant to the Stock
Purchase Agreement and a warrant to purchase an
additional 936,282 shares of Common Stock pursuant to
the Warrant).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to a Supplemental Agreement, dated May 1,
1995, (attached as Exhibit 2) (the "Supplemental Agreement"), if
Clal Pharmaceutical elects not to exercise its Right of First
Refusal with respect to a Third Party Transaction, Clal
Pharmaceutical will have the right, exercisable at any time prior
to the second anniversary of the closing of such Third Party
Transaction, to sell its interest in the Joint Venture to the
Issuer (or the purchaser in the Third Party Transaction
("Purchaser")), and the Issuer or such Purchaser shall be
obligated to purchase such interest and may issue additional
shares of the Common Stock to Clal Pharmaceutical in payment of
such purchase price.
Pursuant to a Registration Rights Agreement, dated May
1, 1995, (attached as Exhibit 3) (the "Registration Rights
Agreement"), the Issuer granted to Clal Pharmaceutical two demand
registration rights and unlimited piggyback registration rights
with respect to shares of Common Stock of the Issuer purchased by
Clal Pharmaceutical (i) under the Stock Purchase Agreement, (ii)
upon any exercise of the Warrant, and (iii) in any other manner.
Item 7. Materials to be filed as Exhibits
Exhibit
1 Warrant
2 Supplemental Agreement
3 Registration Rights Agreement
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
May 1, 1995
Clal PHARMACEUTICAL
INDUSTRIES Ltd.
By:______________________________
Zeev Zehavi, Mony Ben Dor,
President Director
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
May 1, 1995
CLAL PHARMACEUTICAL
INDUSTRIES Ltd.
By: /s/ Zeev Zehavi /s/ Mony Ben Dor
Zeev Zehavi, Mony Ben Dor,
President, Director
Exhibit 19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PHARMACEUTICAL RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
717125108
(CUSIP Number)
Zeev Zehavi
Clal Pharmaceutical Industries, Ltd.
Clal House
5 Druyanov Street
Tel Aviv 63143
Israel
(011-972-3) 526-3350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 21, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /
** The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 717125108 Page 2 of [____] Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal Pharmaceutical Industries, Ltd. (I.R.S. number intentionally
omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
4,032,379
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
4,032,379
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Items 4, 5, 6 and 7 of the Schedule 13D, dated March
25, 1995, as amended by Amendment No. 1 thereto dated May 1,
1995, are hereby amended by adding thereto the information set
forth below. The terms defined in such Schedule 13D, as amended,
shall have their defined meanings herein, unless otherwise
defined herein.
Item 4. Purpose of Transaction
As contemplated by the Stock Purchase Agreement, the
Issuer issued a warrant, dated as of September 21, 1995, to Clal
Pharmaceutical (attached as Exhibit 1) (the "Additional
Warrant"), pursuant to which, and subject to the terms and
conditions thereof, Clal Pharmaceutical is entitled to purchase
from the Issuer 1,068,825 shares of the Issuer's Common Stock
(the "Additional Warrant Shares"). The expiration date of the
Additional Warrant corresponds to the expiration date of the
Warrant. The exercise price of the Additional Warrant is: (i)
$11 per share for the period between September 21, 1995 and May
1, 1996, and (ii) $12 per share for the period between May 2,
1996 and May 1, 1998. In addition, the exercise price is subject
to certain adjustments. Clal Pharmaceutical has not yet
determined what part of the total exercise price, if any, will be
represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting
the Additional Warrant Shares.
Item 5. Interest in Securities of the Issuer
(a) Upon the issuance of the Additional Warrant, Clal
Pharmaceutical became the beneficial owner of 4,032,379
shares of Common Stock (2,027,272 shares of Common
Stock purchased pursuant to the Stock Purchase
Agreement, the Warrant to purchase 936,282 shares of
Common Stock and the Additional Warrant to purchase
1,068,825 shares of Common Stock), constituting
approximately 19.99% of the outstanding Common Stock
(based upon the number of shares of Common Stock
outstanding as of September 20, 1995 and after giving
effect to the issuance of the Warrant Shares and the
Additional Warrant Shares).
(b) Clal Pharmaceutical has the sole power to vote
4,032,379 shares of the Common Stock (2,027,272 shares
of Common Stock purchased pursuant to the Stock
Purchase Agreement, the Warrant to purchase 936,282
shares of Common Stock and the Additional Warrant to
purchase 1,068,825 shares of Common Stock).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
As contemplated by the Stock Purchase Agreement, the
Issuer issued the Additional Warrant, dated as of September 21,
1995, to Clal Pharmaceutical (attached as Exhibit 1), pursuant to
which, and subject to the terms and conditions thereof, Clal
Pharmaceutical is entitled to purchase from the Issuer the
Additional Warrant Shares.
Item 7. Materials to be filed as Exhibits
1 Additional Warrant
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
September 28, 1995
CLAL PHARMACEUTICAL INDUSTRIES LTD.
By:
Zeev Zehavi, Mony Ben Dor,
President Director
Exhibit 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PHARMACEUTICAL RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
717125 10 8
(CUSIP Number)
Ken E. Lalo, Adv.
Clal Industries Ltd.
5 Druyanov Street
Tel Aviv, 63143
Israel
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*** The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 2 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal Pharmaceutical Industries, Ltd. (no U.S. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 3 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal Industries Ltd. (no U.S. I.D. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 4 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clal (Israel) Ltd. (no U.S. I.D. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 5 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Discount Investment Corporation Ltd. (no U.S. I.D. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 6 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IDB Development Corporation Ltd. (no U.S. I.D. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 7 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IDB Holding Corporation Ltd. (no U.S. I.D. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 8 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Raphael Recanati ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /x/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 9 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Elaine Recanati (no U.S. S.S. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 10 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Leon Recanati (no U.S. S.S. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 717125 10 8 Page 11 of 55 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Judith Yovel Recanati (no U.S. S.S. number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
4,032,379 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
4,032,379 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,032,379 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
This Amendment No. 3 amends the Schedule 13D dated
March 28, 1995, as amended by Amendment No. 1 dated May 1, 1995,
filed by Clal Pharmaceutical Industries, Ltd., on June 1, 1995,
and Amendment No. 2 filed on September 28, 1995 to report certain
changes relating to certain purchasers of shares of the Issuer,
as well as certain changes relating to controlling persons of the
Issuer.
Item 2. Identity and Background
(a), (b) and (c): The Reporting Persons are:
(1) Clal Pharmaceutical Industries, Ltd. ("Clal
Pharmaceutical"), an Israeli corporation, with its principal
office at Clal House, 5 Druyanov Street, Tel Aviv, Israel. Clal
Pharmaceutical acquires interests in, finances and participates
in the management of companies in the pharmaceutical industry.
Clal Pharmaceutical owns directly shares of the Issuer and
warrants to acquire shares of the Issuer which (assuming exercise
of the warrants) entitle it to vote approximately 19.99% of the
shares of Common Stock of the Issuer.
Exhibit 1 lists the name, residence or business
address, citizenship, present principal occupation, and the name,
principal business and address of each corporation in which such
occupation is conducted, of each director and executive officer
of Clal Pharmaceutical.
(2) Clal Industries Ltd. ("Clal Industries"), an
Israeli corporation, with its principal office at Clal House, 5
Druyanov Street, Tel Aviv, Israel. Clal Industries is a holding
company whose principal holdings are in the industrial sector. As
of July 23, 1997, Clal Industries owned directly 100% of the
voting shares of Clal Pharmaceutical.
(3) Clal (Israel) Ltd. ("Clal Israel"), an Israeli
corporation, with its principal office at Clal House, 5 Druyanov
Street, Tel Aviv, Israel. Clal Israel is a holding company
operating through its holding companies in the areas of industry,
commerce and services, financing, construction, real estate,
insurance, hotels and tourism and various branches of the capital
markets and finance. As of July 23, 1997 Clal Israel owned
directly approximately 68.3% of the voting shares of Clal
Industries.
Exhibit 2 lists the name, residence or business
address, citizenship, present principal occupation, and the name,
principal business and address of each corporation in which such
occupation is conducted, of each director and executive officer
of Clal Israel and Clal Industries.
(4) Discount Investment Corporation Ltd. ("DIC"), an
Israeli corporation, with its principal office at 14 Beth
Hashoeva Lane, Tel-Aviv, Israel. DIC organizes, acquires
interest in, finances and participates in the management of
companies. As of July 23, 1997 DIC owned directly 6.19% of the
voting shares of Clal Israel.
(5) IDB Development Corporation Ltd. ("IDB
Development"), an Israeli corporation, with its principal office
at the Tower, 3 Daniel Frisch Street, Tel Aviv, Israel. IDB
Development, through its subsidiaries, organizes, acquires
interests in, finances and participates in the management of
companies. Pursuant to a series of acquisitions of the shares of
Clal Israel, the last of which occurred on October 20, 1996, IDB
Development owns directly 42.21% of the voting shares of Clal
Israel Ltd. In addition, as of July 23, 1997 IDB Development
owns directly 54.8% of the voting shares of DIC.
(6) IDB Holding Corporation Ltd. ("IDB Holding"), an
Israeli corporation, with its principal office at The Tower, 3
Daniel Frisch Street, Tel Aviv, Israel. IDB Holding is a holding
company that, through IDB Development, organizes, acquires
interests in, finances and participates in the management of
companies. As of July 23, 1997 IDB Holding owns approximately
71.34% of the outstanding shares of IDB Development.
The following persons may by of reason of their
interests in and relationships with IDB Holding be deemed to
control the corporations referred to in paragraphs (1)-(6) above:
(7) Raphael Recanati, The Tower, 3 Daniel Frisch
Street, Tel Aviv, Israel. Present principal occupation: Chairman
and Managing Director, IDB Holding and IDB Development;
President, Finmar Equities Co. - shipping and finance.
(8) Elaine Recanati, 57 Margalit Street, Haifa,
Israel. Present principal occupation: Housewife.
(9) Leon Recanati, The Tower, 3 Daniel Frisch Street,
Tel Aviv, Israel. Present principal occupation: Joint Managing
Director of IDB Holding and Chairman of the Board of Directors of
Clal Israel.
(10) Judith Yovel Recanati, 64 Kaplan Street, Herzliya,
Israel. Present principal occupation: Housewife.
Messrs. Raphael Recanati and Elaine Recanati are
brother-in-law and sister-in-law and Leon Recanati and Judith
Yovel Recanati are brother and sister and are the nephew and
niece of Raphael Recanati and Elaine Recanati.
The name, citizenship, business address, present
principal occupation or employment of each of the executive
officers and directors of IDB Holding, IDB Development and DIC
and the name and business address of any corporation or other
organization in which such employment is conducted are set forth
on Exhibits 3, 4 and 5 hereof and incorporated herein by
reference.
(d) None of the corporations or individuals referred
to in (1)-(10) above has, during the last five years preceding
July 23, 1997, been convicted in any criminal proceeding,
excluding traffic violations and similar misdemeanors, except as
provided below.
On February 16, 1994, following a lengthy trial in the
District Court of Jerusalem, State of Israel, of 22 defendants,
including IDB Holding, the four largest Israeli banks, and
members of their senior management, IDB Holding, all the banks,
including Israel Discount Bank Limited ("IDBL") of which IDB
Holding was the parent, and all the management-defendants were
convicted of contravening certain provisions of Israel's laws in
connection with activities that arose out of a program related to
the regulation of bank shares prior to October 1983. Messrs.
Raphael Recanati, Eliahu Cohen and Oudi Recanati, who were among
the management-defendants, and IDB Holding categorically denied
any wrongdoing and appealed to the Supreme Court of Israel, which
found that the share regulation had been authorized and
encouraged by high officials of the Israeli Government,
overturned the principal count of the indictments of the
management-defendants, and acquitted IDB Holding of all charges.
The Court left standing the lower court's finding that Messrs.
Raphael Recanati and Eliahu Cohen, who were principal executive
officers of IDBL, and Mr. Oudi Recanati, who was a member of that
bank's senior management, caused improper advice to be given in
connection with the sale of securities and that Messrs. Raphael
Recanati and Eliahu Cohen caused false entries in corporate
documents, in contravention of Israeli laws. Messrs. Raphael
Recanati, Eliahu Cohen and Oudi Recanati received from the lower
court suspended sentences of two years, two years and 18 months,
respectively, all of which have lapsed, and they were fined
approximately $200,000, $167,000 and $134,000, respectively.
None of the activities in question, which occurred more than 13
years ago, relate to or involve the Issuer or its business in any
way.
(e) None of the corporations or individuals referred
to in (1)-(10) above has, during the last five years preceding
July 23, 1997, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which as a
result of such proceedings was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
(f) The individuals referred to in (7), (8), (9), and
(10) above are citizens of Israel.
Item 4. Purpose of Transaction
Clal Pharmaceutical is discussing with the Issuer a
number possible transactions, including business combinations
with third parties, the restructuring of the joint venture
between Clal Pharmaceutical and the Issuer in Israel and/or the
restructuring of the warrants held by Clal Pharmaceutical.
Item 5. Interest in Securities of the Issuer
As of July 23, 1997, Clal Pharmaceutical was the
beneficial owner of 4,032,379 shares of Common Stock of the
Issuer (consisting of 2,027,272 shares of Common Stock purchased
pursuant to the Stock Purchase Agreement dated March 25, 1995, as
amended, 100,000 shares of Common Stock purchased from Kenneth I.
Sawyer, President of the Issuer on a block sale transfer dated
June 3, 1996, and 1,906,107 shares of Common Stock that Clal
Pharmaceutical has the right to acquire pursuant to warrants
dated May 1, 1995 and September 21, 1995), or approximately
19.99% of the shares of Common Stock of the Issuer advised to be
outstanding as of such date.
Item 7. Material to Be Filed as Exhibits
Exhibits 1, Name, citizenship, business address, present
2, 3, 4 principal occupation and employer of
and 5 executive officers and directors of
(1) Clal Pharmaceutical, (2) Clal Industries
and Clal Israel, (3) IDB Holding, (4) IDB
Development and (5) DIC
Exhibit 6 - Agreement dated January 14, 1997 between DIC and
IDB Holding authorizing IDB Holding to file this
Schedule 13D and any amendments hereto on behalf
of DIC
Exhibit 7 - Agreement dated January 31, 1997 between IDB
Development and IDB Holding authorizing IDB
Holding to file this Schedule 13D and any
amendments hereto on behalf of IDB Development
Exhibit 8 - Agreement dated January 31, 1997 between Raphael
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendments
hereto on behalf of Mr. Recanati
Exhibit 9 - Agreement dated July 17, 1997 between Elaine
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendment hereto
on behalf of Ms. Recanati
Exhibit 10 - Agreement dated January 31, 1997 between Leon
Recanati and IDB Holding authorizing IDB Holding
to file this Schedule 13D and any amendment hereto
on behalf of Mr. Recanati
Exhibit 11 - Agreement dated January 31, 1997 between Judith
Yovel Recanati and IDB Holding authorizing IDB
Holding to file this Schedule 13D and any
amendment hereto on behalf of Mrs. Recanati
Exhibit 12 - Schedule 13D, dated March 25, 1995
Exhibit 13 - Amendment to Schedule 13D, dated May 1, 1995
Exhibit 14 - Amendment to Schedule 13D, dated September 28,
1995
Signatures
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information
set forth in this statement is true, complete and
correct. By executing this statement, each of (in the
capacities listed below) the undesigned hereby agrees
that this statement is filed on behalf of the persons
identified below.
Dated: July 23, 1997
CLAL PHARMACEUTICAL INDUSTRIES, LTD.
By:/s/
Name:
Title:
CLAL INDUSTRIES LTD.
By:/s/
Name:
Title:
CLAL (ISRAEL) LTD.
By:/s/
Name:
Title:
DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
RAPHAEL RECANATI
ELAINE RECANATI
LEON RECANATI
JUDITH YOVEL RECANATI
By: IDB HOLDING CORPORATION LTD.
By: /s/
James I. Edelson, U.S. Resident
Secretary of IDB Holding Corporation
Ltd. for itself and on behalf of
Discount Investment Corporation Ltd.,
IDB Development Corporation Ltd.,
Raphael Recanati, Elaine Recanati, Leon
Recanati and Judith Yovel Recanati
pursuant to the agreements annexed
hereto as exhibits 6-11.
