<PAGE> 1
As filed with the Securities and Exchange Commission on September 12, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WATSON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 95-3872914
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
WATSON PHARMACEUTICALS, INC.
311 BONNIE CIRCLE, CORONA, CA 92880
(909) 270-1400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
SCHEIN PHARMACEUTICAL, INC. 1995 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
SCHEIN PHARMACEUTICAL, INC. 1999 STOCK OPTION PLAN
THE RETIREMENT PLAN OF SCHEIN PHARMACEUTICAL, INC. AND AFFILIATES
DANBURY PHARMACAL PUERTO RICO, INC. BANCO POPULAR DE PUERTO RICO
MASTER DEFINED CONTRIBUTION RETIREMENT PLAN
(Full title of the plan)
---------------------
ROBERT C. FUNSTEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WATSON PHARMACEUTICALS, INC.
311 BONNIE CIRCLE, CORONA, CA 92880
(909) 270-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
KEITH FLAUM, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
--------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered (1) Price per Share(2) Offering Price(2) Fee
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock, par value $.0033
per share 832,500 shares $70.16 $58,408,200 $15,420
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such employee benefit plans as the result of any future stock split,
stock dividend or similar adjustment of the Registrant's outstanding
Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and
aggregate offering price are based on the average of the high and low
prices of Registrant's Common Stock on Friday, September 8, 2000 as
reported on the New York Stock Exchange. The following chart
illustrates the calculation of the registration fee:
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate
to be Registered Registered (1) Price per Share (2) Offering Price (2)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SCHEIN PHARMACEUTICAL, INC. 1999 STOCK OPTION PLAN
Shares of Common Stock, $.0033 par value per
share, issuable pursuant to outstanding options to
purchase Common Stock 687,000 $70.16 $48,199,920
---------------------------------------------------------------------------------------------------------------------
SCHEIN PHARMACEUTICAL, INC. 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
Shares of Common Stock, $.0033 par value per
share, issuable pursuant to outstanding options to
purchase Common Stock 38,000 $70.16 $2,666,080
---------------------------------------------------------------------------------------------------------------------
THE RETIREMENT PLAN OF SCHEIN PHARMACEUTICAL, INC.
AND AFFILIATES
Shares of Common Stock, $.0033 par value per
share, reserved for future issuance 100,000 $70.16 $7,016,000
---------------------------------------------------------------------------------------------------------------------
DANBURY PHARMACAL PUERTO RICO, INC. BANCO POPULAR
DE PUERTO RICO MASTER DEFINED CONTRIBUTION
RETIREMENT PLAN
Shares of Common Stock, $.0033 par value per
share, reserved for future issuance 7,500 $70.16 $526,200
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Plans pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Watson Pharmaceuticals, Inc. ("Registrant") hereby incorporates by reference
into this registration statement on Form S-8 (this "Registration Statement") the
following documents that have been filed previously with the Securities and
Exchange Commission (the "Commission"):
(a) Definitive proxy statement for Registrant's 2000 annual meeting of
stockholders, filed on April 10, 2000;
(b) Annual Report on Form 10-K of Registrant for the year ended
December 31, 1999, filed on March 30, 2000;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, filed on August 14, 2000;
(d) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed on May 15, 2000;
(e) Registrant's Current Report on Form 8-K dated September 11, 2000;
(f) Registrant's Current Report on Form 8-K dated July 7, 2000;
(g) Registrant's Current Report on Form 8-K dated May 31, 2000;
(h) Registrant's Current Report on Form 8-K dated May 25, 2000; and
(i) Common stock description contained in Registrant's Registration
Statement on Form 8-A (File No. 001-13305) filed on August 22, 1997,
registering Registrant common stock under Section 12(b) of the
Securities Exchange Act of 1934.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 78.752 and 78.751 of the Nevada Revised Statutes authorize a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The Registrant has
provided for indemnification to the fullest extent permitted by the provisions
of the Nevada statute in its Articles of Incorporation and Bylaws.
Set forth below is Article XII of Watson's articles of incorporation,
as amended, pertaining to indemnification of officers, directors, employees and
agents and insurance:
1) To the extent not prohibited by law, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the Corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2) To the extent not prohibited by law, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation. Indemnification may not be made
for any claim issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals
therefrom to be liable to the Corporation or for amounts paid in settlement
to the Corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper, all subject to the authorizations set
forth in Section 78.751 of the Nevada General Corporation Law.
3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2 of
Article XII, or in defense of any claim, issue or matter therein, he must
be indemnified by the Corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
<PAGE> 5
4) Any indemnification under subsections 1 and 2 of Article XII, unless
ordered by a court or advanced pursuant to subsection 5 of Article XII, may
be made by the Corporation only as authorized in the specific case upon
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances by (a) the stockholders of the
Corporation; (b) the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding; (c) independent legal counsel in a written opinion if a
majority vote of a quorum consisting of directors who were not parties to
the action, suit or proceeding so orders; or (d) independent legal counsel
in a written opinion if a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained.
5) The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any proceeding, in advance of
the final disposition of such proceeding; provided, however, that, if
required by the Nevada General Corporation Law, such expenses incurred by
or on behalf of any director or officer may be paid in advance of the final
disposition of the action, suit or proceeding only upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
is not entitled to be indemnified by the Corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
6) The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this Article XII (a) does not exclude any other rights
to which a person seeking indemnification or advancement of expenses maybe
entitled under these Articles of Incorporation, or any Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made pursuant
to subsection 5, may not be made to or on behalf of any director or officer
if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action (b) continues as to a person who has ceased
to be a director or officer (or other person indemnified hereunder) and
shall inure to the benefit of the heirs, executors and administrators of
such person.
Set forth below is Article VI of Watson's amended and restated bylaws:
Section 1. Agents, Proceedings and Expenses. For the purposes of this Article,
"agent" means any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" means any threatened,
pending or completed action or proceeding, whether threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes , without limitation, attorneys' fees and
any expenses of establishing a right to indemnification.
Section 2. Actions Other Than by the Corporation. The corporation may indemnify
any person who was or is a party, or is threatened to be made a party, to any
proceeding by reason of the fact that such person is or was an agent of the
corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding to the full
extent permitted by the General Corporation Law of Nevada as may be in effect
from time to time.
Section 3. Insurance. Upon and in the event of a determination by the board of
directors of the corporation to purchase such insurance, the corporation shall
purchase and maintain, insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the corporation
would have the
<PAGE> 6
power to indemnify the agent against such liability under the provisions of this
section.
Section 4. Fiduciaries of Corporate Employee Benefit Plan. This Article does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in such person's capacity as such, even
though such person may also be an agent of the corporation as defined in Section
1 of this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article.
The Registrant maintains a directors' and officers' liability insurance
policy that, subject to the terms and conditions of the policy, provides
coverage up to $50,000,000 in the aggregate (subject to a $250,000 retention per
loss) arising from any wrongful act (as defined by the policy) committed by a
director or officer in his or her capacity as a director or officer. The policy
reimburses the Registrant for amounts spent in lawful indemnification of a
director or officer or amounts provided by registrant to indemnify its directors
and officers as required or permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Registrant, and all amendments thereto,
filed as Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 and Exhibit 3.1 (A) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and
hereby incorporated by reference.
4.2 Bylaws of Registrant, as amended as of December 11, 1998, filed as
Exhibit 3.2 to Registrant's Registration Statement on Form S-8 (Reg.
No. 333-70933), filed on January 21, 1999 and hereby incorporated by
reference.
5.1 Opinion of Kummer Kaempfer Conner & Renshaw as to the legality of the
Common Stock of Registrant covered by this Registration Statement.
23.1 Consent of Kummer Kaempfer Conner & Renshaw, contained in the opinion
filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Deloitte & Touche LLP.
23.5 Consent of BDO Seidman, LLP.
24.1 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of Registrant,
contained on the signature page to this Registration Statement.
99.1 Schein Pharmaceutical, Inc. 1995 Non-Employee Director Stock Option
Plan.
99.2 Schein Pharmaceutical, Inc. 1999 Stock Option Plan.
<PAGE> 7
99.3 The Retirement Plan of Schein Pharmaceutical, Inc. and Affiliates.
99.4 Danbury Pharmacal Puerto Rico, Inc. Banco Popular de Puerto Rico Master
Defined Contribution Retirement Plan.
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling
<PAGE> 8
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
4. The Registrant will submit or has submitted the Retirement Plan of Schein
Pharmaceutical, Inc. and Affiliates and the Danbury Pharmacal Puerto Rico, Inc.
Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
plans.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corona, State of California, on the 12th day of
September, 2000.
WATSON PHARMACEUTICALS, INC.
By: /s/ ROBERT C. FUNSTEN
--------------------------------------
Robert C. Funsten
Senior Vice President,
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allen Y. Chao and Robert C. Funsten, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ ALLEN Y. CHAO Chairman, Chief Executive Officer
------------------------------------ and President September 12, 2000
Allen Y. Chao, Ph.D.
/s/ MICHAEL E. BOXER Senior Vice President
------------------------------------ and Chief Financial Officer September 12, 2000
Michael E. Boxer
/s/ R. CHATO ABAD Vice President - Finance
------------------------------------ (Principal Accounting Officer) September 12, 2000
R. Chato Abad
/s/ RONALD R. TAYLOR Director September 12, 2000
------------------------------------
Ronald R. Taylor
/s/ ANDREW L. TURNER Director September 12, 2000
------------------------------------
Andrew L. Turner
/s/ MICHEL J. FELDMAN Director September 12, 2000
-------------------------------------
Michel J. Feldman
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ FRED G. WEISS Director September 12, 2000
------------------------------------
Fred G. Weiss
/s/ MICHAEL J. FEDIDA Director September 12, 2000
------------------------------------
Michael J. Fedida
/s/ ALBERT F. HUMMEL Director September 12, 2000
------------------------------------
Albert F. Hummel
</TABLE>
The Retirement Plan of Schein Pharmaceutical, Inc. and Affiliates. Pursuant to
the requirements of the Securities Act, Watson Pharmaceuticals, Inc., the
administrator of the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Corona, State of California, on September 12, 2000.
THE RETIREMENT PLAN OF SCHEIN
PHARMACEUTICAL, INC. AND AFFILIATES
By: /s/ ROBERT C. FUNSTEN
--------------------------------
Robert C. Funsten
Title: Senior Vice President, General
Counsel and Secretary
The Danbury Pharmacal Puerto Rico, Inc. Banco Popular de Puerto Rico Master
Defined Contribution Retirement Plan. Pursuant to the requirements of the
Securities Act, Watson Pharmaceuticals, Inc., the administrator of the Plan, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Corona, State of
California, on September 12, 2000.
DANBURY PHARMACAL PUERTO RICO, INC.
BANCO POPULAR DE PUERTO RICO MASTER
DEFINED CONTRIBUTION RETIREMENT PLAN
By: /s/ ROBERT C. FUNSTEN
--------------------------------
Robert C. Funsten
Title: Senior Vice President, General
Counsel and Secretary
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page
<S> <C>
4.1 Articles of Incorporation of Registrant, and all amendments thereto,
filed as Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 and Exhibit 3.1 (A) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and
hereby incorporated by reference.
4.2 Bylaws of Registrant, as amended as of December 11, 1998, filed as
Exhibit 3.2 to Registrant's Registration Statement on Form S-8 (Reg.
No. 333-70933), filed on January 21, 1999 and hereby incorporated by
reference.
5.1 Opinion of Kummer Kaempfer Conner & Renshaw as to the legality of the
Common Stock of Registrant covered by this Registration Statement.
23.1 Consent of Kummer Kaempfer Conner & Renshaw, contained in the opinion
filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Deloitte & Touche LLP.
23.5 Consent of BDO Seidman, LLP.
24.1 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of Registrant,
contained on the signature page to this Registration Statement.
99.1 Schein Pharmaceutical, Inc. 1995 Non-Employee Director Stock Option Plan.
99.2 Schein Pharmaceutical, Inc. 1999 Stock Option Plan.
99.3 The Retirement Plan of Schein Pharmaceutical, Inc. and Affiliates.
99.4 Danbury Pharmacal Puerto Rico, Inc. Banco Popular de Puerto Rico Master
Defined Contribution Retirement Plan.
</TABLE>
