UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
IMPAX LABORATORIES, INC.
(formerly GLOBAL PHARMACEUTIUCAL CORPORATION)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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Title of Class of Securities
45256B101
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CUSIP Number
Larry A. Kimmel
Robert Fleming, Inc.
320 Park Avenue, 11th Floor
New York, NY 10022
(212) 508-3610
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 1999
- --------------------------------------------------------------------------------
(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
|_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY FUND III, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares 2,693,312 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 431,688 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
2,693,312 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
431,688 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
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14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Bermuda
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7 Sole Voting Power
Number of
Shares 431,688 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 2,693,312 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
431,688 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
2,693,312 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 3,125,000 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
3,125,000 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY, LLC
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 3,125,000 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 3,125,000 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
3,125,000 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
3,125,000 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT FLEMING, INC.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
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14 Type of Reporting Person
IA, CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 45256B101 SCHEDULE 13D/A Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT FLEMING HOLDINGS, LTD.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
AF
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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 Kingdom
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
11.27%
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14 Type of Reporting Person
HC, CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
================================================================================
This Amendment No. 2 to Schedule 13D filed on March 12, 1999, as
amended by Amendment No. 1 thereto filed on July 15, 1999, relates to the common
stock, $.01 par value per share (the "Common Stock"), of Impax Laboratories,
Inc., a Delaware corporation (the "Issuer"). Information in the original
Schedule 13D and Amendment No. 1 thereto remains in effect except to the extent
that it is superseded by subsequently filed information, including the
information contained in this Amendment No. 2. Information given in response to
each item shall be deemed incorporated by reference in all other items. Terms
used and not defined herein have the meanings ascribed to them in said Schedule
13D. The purpose of this Amendment No. 2 to the previously filed Schedule 13D is
to report that the ownership of the "Reporting Persons" in the Common Stock has
decreased from 30.1% to 11.27% in connection with the merger on December 14,
1999, pursuant to the Agreement and Plan of Merger (the "Merger Plan") (attached
hereto as Exhibit 2 and incorporated herein by reference), dated as of July 26,
1999, by and between Global Pharmaceutical Corporation and Impax
Pharmaceuticals, Inc. (the "Merger"). Global Pharmaceutical Corporation is the
legal survivor of the Merger, and in connection therewith, has changed its name
to Impax Laboratories, Inc.
The responses to Items 1, 2, 5, 6 and 7, and Appendix 2 of the Schedule 13D are
hereby amended and supplemented as follows:
Item 1. Security and Issuer.
The name of the Issuer is Impax Laboratories, Inc. The address of the
Issuer's principal executive offices is 30831 Huntwood Avenue, Hayward, CA
94544.
Item 2. Identity and Background.
This statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 and incorporated herein by reference) by (i) Fleming US
Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund
III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P. ("Fleming
Partners"), the general partner of the US Fund and a general partner of the
Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general partner
of Fleming Partners, (v) Robert Fleming, Inc. ("RFI"), investment adviser to the
US Fund and Offshore Fund (collectively, the "Funds"), and (vi) Robert Fleming
Holdings, Ltd. ("RFH"), the parent of RFI (sometimes collectively referred to as
the "Reporting Persons").
In August 1999, the name of Fleming Capital Management was changed to
Fleming Asset Management USA. David J. Edwards was re-elected as a director of
the Issuer as of December 14, 1999. Robert L. Burr is no longer a director of
the Issuer. Mr. Edwards is a Vice President at Fleming Asset Management USA.
Item 5. Interest in Securities of the Issuer.
(a) On December 14, 1999, the US Fund exchanged (x) 43,093 shares of Series D
Preferred Stock for 43,093 shares of Series 1-A Convertible Preferred Stock
("Series 1-A Preferred Stock") and (y) warrants exercisable at $4.00 per share,
pursuant to Series D Warrant Certificates No. 1 and No. 3, to purchase up to
323,200 and 215,462 shares of Common Stock of the Issuer, respectively, for
warrants exercisable at $4.00 per share, pursuant to Series 1 Warrant
Certificate No. 5, to purchase up to 538,662 shares of Common Stock of the
Issuer (the "Offshore Fund Warrant Shares"). Such Series 1-A Preferred Stock is
convertible into 2,154,650 shares of Common Stock, subject to certain
anti-dilution provisions (the "US Fund Series 1-A Conversion Shares").
<PAGE>
On December 14, 1999, the Offshore Fund exchanged (x) 6,907 shares of
Series D Preferred Stock for 6,907 shares of Series 1-A Preferred Stock and (y)
warrants exercisable at $4.00 per share, pursuant to Series D Warrant
Certificates No. 2 and No. 4, to purchase up to 51,800 and 34,538 shares of
Common Stock of the Issuer, respectively, for warrants exercisable at $4.00 per
share, pursuant to Series 1 Warrant Certificate No. 6, to purchase up to 86,338
shares of Common Stock of the Issuer (the "Offshore Fund Warrant Shares") . Such
Series 1-A Preferred Stock is convertible into 345,350 shares of Common Stock,
subject to certain anti-dilution provisions (the "Offshore Fund Series 1-A
Conversion Shares").
Because of their relationship as affiliated entities, both Funds may be
deemed to beneficially own the US Series 1-A Conversion Shares, the US Fund
Warrant Shares, the Offshore Fund Series 1-A Conversion Shares and the Offshore
Fund Warrant Shares. As the general partner of both Funds, Fleming Partners may
be deemed to beneficially own the US Series 1-A Conversion Shares, the US Fund
Warrant Shares, the Offshore Fund Series 1-A Conversion Shares and the Offshore
Fund Warrant Shares. As the general partner of Fleming Partners, Discovery may
be deemed to beneficially own the US Series 1-A Conversion Shares, the US Fund
Warrant Shares, the Offshore Fund Series 1-A Conversion Shares and the Offshore
Fund Warrant Shares. As investment adviser to the Funds, controlling member of
Discovery and the sole limited partner of Fleming Partners, RFI may be deemed to
beneficially own the US Series 1-A Conversion Shares, the US Fund Warrant
Shares, the Offshore Fund Series 1-A Conversion Shares and the Offshore Fund
Warrant Shares. RFI is 100% owned by RFH. RFH is 100% owned by Copthall Overseas
Limited which is ultimately 100% owned by Robert Fleming Holdings Limited. Thus,
as the indirect parent of RFI, RFH may be deemed to beneficially own the US
Series 1-A Conversion Shares, the US Fund Warrant Shares, the Offshore Fund
Series 1-A Conversion Shares and the Offshore Fund Warrant Shares.
As of December 14, 1999, each of the Funds, each of Fleming Partners,
Discovery, RFI and RFH may be deemed to have owned beneficially 11.27% of the
outstanding Common Stock, on an aggregated basis, which percentage is calculated
based upon (i) 24,608,167 shares of Common Stock reported outstanding by the
Issuer to the Reporting Persons as of December 14, 1999, including 17,354,114
shares of Common Stock newly issued pursuant to the Merger, (ii) the number of
shares of Common Stock (2,500,000) issuable upon conversion of the US Fund
Series 1-A Preferred Stock and Offshore Fund Series 1-A Preferred Stock and
(iii) the number of shares of Common Stock (625,000) issuable upon exercise of
the Warrants.
The percentage is calculated by dividing 3,125,000 (which is the sum of
2,500,000 and 625,000) by 27,733,167 (which is the sum of 2,500,000, 625,000 and
24,608,167).
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference.
(c) None of the Reporting Persons has effected any transactions in the Common
Stock during the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The Funds exchanged their respective shares of Series D Preferred Stock
for Series 1-A Preferred Stock, pursuant to the Merger Plan.
The Funds exchanged their respective Series D Warrants for Series 1
Warrants, pursuant to changes to their respective Warrant Certificates, dated as
of December 14, 1999, and executed by the Issuer, reflecting the name change of
the Issuer and the exchange of Series 1-A Preferred Stock for Series D Preferred
Stock.
Pursuant to the Merger Plan, on December 14, 1999, the Certificate of
Incorporation of the Issuer, in effect immediately prior to the Merger, which
included the Certificate of Designations of the Series D Preferred Stock, filed
with the Secretary of State of Delaware on February 26, 1999, was amended and
restated in full as the Certificate of Incorporation of the Issuer (the
"Certificate of Designations"), which includes the designation of 50,000 shares
<PAGE>
of preferred stock, par value $.01 per share, of the Issuer, as a series of the
preferred stock designated as "Series 1-A Convertible Preferred Stock" and the
designation of 170,000 shares of preferred stock, par value $.01 per share of
the Issuer, as a series of preferred stock designated as "Series 1-B Convertible
Preferred Stock." Pursuant to the Certificate of Designations (see Exhibit 3
hereto, which is incorporated herein by reference), so long as either (i) the
Funds, any Affiliate, officer or employee of an Affiliate or investment fund
managed by an Affiliate of the Funds to which the Funds may transfer record or
beneficial ownership of any shares of Series 1-A Preferred Stock or any shares
of Common Stock obtained or obtainable upon conversion of any shares of Series
1-A Preferred Stock ("Fleming Holder") own at least 40% of the Series 1-A
Preferred Stock that it owned on December 14, 1999 (the effective date of the
merger between Global Pharmaceutical Corporation and Impax Pharmaceuticals,
Inc.) or (ii) any transferee (except for a Fleming Holder) of any shares of
Series 1-A Preferred Stock or any shares of Common Stock obtained or obtainable
upon conversion of any shares of Series 1-A Preferred Stock ("Transferee") owns
at least 40% of the Series 1-A Preferred Stock owned on an aggregate basis by
the Fleming Holders on December 14, 1999 (the effective date of the merger
between Global Pharmaceutical Corporation and Impax Pharmaceuticals, Inc.) and
the Issuer consented to such Transferee (which consent shall not be unreasonably
withheld), the holders of Series 1-A Preferred Stock, consenting or voting (as
the case may be) as a separate class, shall be entitled, but not required, to
elect one (1) director of the Issuer.
The Stockholders' Agreement (see Exhibit 4 hereto, which is
incorporated herein by reference), dated as of December 14, 1999, (the "Series 1
Stockholders' Agreement") among the Issuer and the holders of Series 1-A
Convertible Preferred Stock and Series 1-B Convertible Preferred Stock (the
"Series 1 Stockholders") supersedes (a) the Stock and Warrant Purchase
Agreement, dated as of March 2, 1999, between the Issuer and the US Fund, as
amended, (b) the Stock and Warrant Purchase Agreement, dated as of March 2,
1999, between the Issuer and the Offshore Fund, as amended, and (c) the
Stockholders' Agreement, dated as of March 2, 1999, among Barry R. Edwards, the
US Fund and the Offshore Fund. The Series 1 Stockholders' Agreement provides
that in the event that Charles Hsiao, Larry Hsu or Barry R. Edwards (each, a
"Key Senior Executive") proposes to transfer his shares ("Transferor Shares") to
any Person (the "Buyer"), as a condition to such Transfer, such Key Senior
Executive shall cause the Buyer to offer to purchase from each Investor (as
defined therein) up to that number of shares owned by any Investor representing
the same percentage of all shares owned by it as the Transferor Shares are of
all Key Senior Executive shares, subject to certain exceptions. These
"Tag-Along" rights are more fully set forth in Section 3 of the Series 1
Stockholders' Agreement.
Pursuant to the Merger Plan and the Stockholders' Agreement (attached
as Exhibit G to the Merger Plan), dated as of December 14, 1999 ("Directors
Stockholders' Agreement"), among the Issuer and certain stockholders signatories
thereto (see Exhibit 5 hereto, which is incorporated herein by reference),
certain stockholders have agreed to vote certain of their shares in favor of the
election of certain directors and the appointment of certain board observers,
for a period ending on December 14, 2002.
The Amended and Restated Registration Rights Agreement, dated as of
December 14, 1999, between the Issuer and the Series 1 Stockholders (see Exhibit
6 hereto, which is incorporated herein by reference) supersedes the Registration
Rights Agreement, dated as of March 2, 1999, between the Issuer, the US Fund and
the Offshore Fund. Pursuant to the Amended and Restated Registration Rights
Agreement, the Issuer has granted (a) certain Demand Registration Rights to
certain Series 1 Holders (as defined therein) that own at least 20,000 shares of
Series 1 Preferred (as defined therein), and (b) certain "piggyback"
registration rights to Series 1 Holders and their permitted transferees, with
respect to the shares of Common Stock held by such stockholders, subject to
certain limitations.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Agreement and Plan of Merger, dated as of July
26, 1999, by and between Global Pharmaceutical
Corporation and Impax Pharmaceuticals, Inc.
(incorporated by reference to Annex A to the Joint
Proxy Statement/Prospectus of Global Pharmaceutical
Corporation, filed on November 9, 1999).
Exhibit 3 - Certificate of Designations of Series 1-A
Convertible Preferred Stock and Series 1-B
Convertible Preferred Stock of the Issuer filed with
the Secretary of State of Delaware on November 8,
1999 (incorporated by reference to Annex F to the
Joint Proxy Statement/Prospectus of Global
Pharmaceutical Corporation, filed on November 9,
1999).
<PAGE>
Exhibit 4 - Stockholders' Agreement, dated as of December 14,
1999, among Global Pharmaceutical Corporation and
certain stockholders signatories thereto
(incorporated by reference to Exhibit 9.1 to the
Registration Statement on Form S-4 filed by Global
Pharmaceutical Corporation on November 9, 1999, under
SEC File No.
333-90599).
Exhibit 5 - Stockholders' Agreement, dated as of December 14,
1999, among the Issuer and the holders of Series 1-A
Convertible Preferred Stock and Series 1-B
Convertible Preferred Stock (incorporated by
reference to Exhibit 5 to the Schedule 13D jointly
filed on December 27, 1999 by President (BVI)
International Investment Holdings Ltd., Presidents'
International Development Corp., Jason Lin and
Uni-President Enterprises Corporation, with respect
to the securities of the Issuer).
Exhibit 6 - Amended and Restated Registration Rights
Agreement, dated as of December 14, 1999, among the
Issuer and the holders of Series 1-A Convertible
Preferred Stock and Series 1-B Convertible Preferred
Stock (incorporated by reference to Exhibit 6 to the
Schedule 13D jointly filed on December 27, 1999 by
President (BVI) International Investment Holdings
Ltd., Presidents' International Development Corp.,
Jason Lin and Uni-President Enterprises Corporation,
with respect to the securities of the Issuer).
Appendix 2. Information About Each Reporting Person Required by Item 2
In October 1999, Leonard Lubrano replaced Andrea M. Whitmore as Chief
Financial Officer and Vice President of Robert Fleming, Inc.
<PAGE>
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.*
December 27, 1999
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
--------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
ROBERT FLEMING, INC.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, the undersigned hereby agree to jointly file the Schedule
13D/A dated December 27, 1999 and any amendments thereto with respect to the
beneficial ownership by each of the undersigned of shares of common stock of
Impax Laboratories, Inc. Such joint filings may be executed by one or more of us
on behalf of each of the undersigned.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Executed this day of December 27, 1999.
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
--------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
ROBERT FLEMING, INC.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
