UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(NAME OF ISSUER)
---------------------------------
GLOBAL PHARMACEUTICAL CORPORATION
(TITLE OF CLASS OF SECURITIES)
-----------------------------
COMMON STOCK, $.01 PAR VALUE
(CUSIP Number)
------------
378922 10 8
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
----------------------------------------------------------
LARRY A. KIMMEL
ROBERT FLEMING, INC.
320 PARK AVENUE, 11TH FLOOR
NEW YORK, NY 10022
(212) 508-3610
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
-------------------------------------------------------
MAY 18, 1999
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: 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 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>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
FLEMING US DISCOVERY FUND III, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,693,312 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 431,688 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,693,312 SHARES OF COMMON STOCK
WITH ____________________________________________________
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
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 431,688 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,693,312 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 431,688 SHARES OF COMMON STOCK
WITH ____________________________________________________
10 SHARED DISPOSITIVE POWER
2,693,312 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
FLEMING US DISCOVERY PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,125,000 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 SHARES OF COMMON STOCK
WITH ____________________________________________________
10 SHARED DISPOSITIVE POWER
3,125,000 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
FLEMING US DISCOVERY, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,125,000 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,125,000 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,125,000 SHARES OF COMMON STOCK
WITH ____________________________________________________
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
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
ROBERT FLEMING, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 SHARES OF COMMON STOCK
WITH ____________________________________________________
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
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 7 of 13 Pages
1 NAME OF REPORTING PERSON
ROBERT FLEMING HOLDINGS, LTD.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 SHARES OF COMMON STOCK
WITH ____________________________________________________
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
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 8 of 13 Pages
SEE INSTRUCTIONS BEFORE FILLING OUT!
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
================================================================================
The purpose of this Amendment No. 1 to the previously filed Schedule
13D is to report that the ownership of the "Reporting Persons" in the Common
Stock, $.01 par value (the "Common Stock"), of Global Pharmaceutical Corporation
(the "Issuer") has increased from 22.2% to 30.11%.
Responses to each item below are incorporated by reference into each
other item, as applicable.
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to Common Stock, of the
Issuer. The address of the Issuer's principal executive offices is Castor &
Kensington Avenues, Philadelphia, Pennsylvania 19124.
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").
The information required by this Item for each of the Reporting Persons is
set forth in Appendix 1 hereto. The information required by this Item for each
officer, director, and partner and each controlling person, if any, of certain
Reporting Persons is set forth in Appendix 2 hereto.
The Offshore Fund has two general partners, Fleming Partners and Fleming
(Bermuda) Discovery III Limited ("Fleming Bermuda"). Fleming Bermuda is a
company organized in Bermuda. Its principal business and office address is c/o
Bank of Bermuda, Ltd., 6 Front St., Hamilton HM 11, Bermuda. Its principal
business is to serve as a general partner of the Offshore Fund.
Robert L. Burr and David J. Edwards, who were both elected as directors
of the Issuer on May 12, 1999, are employees of Fleming Capital Management, a
division of RFI. Mr. Burr is a director and Mr. Edwards is a Vice President at
Fleming Capital Management.
During the last five years prior to the date of this filing, none of the
Reporting Persons or persons identified in Appendix 1 or Appendix 2 has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
final order enjoining future violations or prohibiting or mandating the
activities subject to, federal or state securities laws or finding a violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 2, 1999, the US Fund entered into the Stock and Warrant
Purchase Agreement ("US Fund Purchase Agreement"), dated as of March 2, 1999,
between the Issuer and the US Fund (see Exhibit 4 hereto, which is incorporated
herein by reference), to purchase, for a total purchase price of $2,585,600 (x)
25,856 shares of Series D Convertible Preferred Stock, $0.01 par value per share
("Series D Preferred Stock"), and (y) warrants (pursuant to Warrant Certificate
No. 1 issued by the Issuer to US Fund (see Exhibit 11 hereto, which is
incorporated herein by reference)), to purchase up to 323,200 shares of Common
Stock, of the Issuer. Such Series D Preferred Stock is convertible into
1,292,800 shares of Common Stock. The US Fund purchased the Series D Preferred
Stock and Warrant Certificate No. 1, which were acquired by the US Fund at the
closing on March 2, 1999, with its working capital. No part of the purchase
price was or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Common Stock.
On May 18, 1999, pursuant to the US Fund Purchase Agreement and
Amendment (No.1) thereto, dated May 18, 1999,between the Issuer and the US Fund
(attached hereto as Exhibit 5 and incorporated herein by reference), the US Fund
purchased, for a total purchase price of $ 1,723,700 (x) 17,237 shares of the
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 9 of 13 Pages
Series D Preferred Stock, and (y) warrants (pursuant to Warrant Certificate No.
3 issued by the Issuer to US Fund, which is substantially similar to Exhibit 11
hereto, except as to the date and amount of shares, and is incorporated herein
by reference; Warrant Certificate No. 1 and Warrant Certificate No. 3
collectively referred to herein as the "US Fund Warrants"), to purchase up to
215,462 shares of Common Stock, of the Issuer. Such Series D Preferred Stock is
convertible into 861,850 shares of Common Stock. The US Fund purchased the
Series D Preferred Stock and Warrant Certificate No. 3, which were acquired by
the US Fund at the closing on May 18, 1999, with its working capital. No part of
the purchase price was or will be represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring, holding, trading or
voting the Common Stock.
On March 2, 1999, the Offshore Fund entered into the Stock and Warrant
Purchase Agreement, dated as of March 2, 1999 ("Offshore Fund Purchase
Agreement"), between the Issuer and the Offshore Fund, to purchase, for a total
purchase price of $414,400, (x) 4,144 shares of Series D Preferred Stock and (y)
warrants (pursuant to Warrant Certificate No. 2 issued by the Issuer to the
Offshore Fund (see Exhibit 11 hereto, which is incorporated herein by
reference)), to purchase up to 51,800 shares of Common Stock of the Issuer. Such
Series D Preferred Stock is convertible into 207,200 shares of Common Stock. The
Offshore Fund purchased the Series D Preferred Stock and Warrant Certificate No.
2, which were acquired by the Offshore Fund at closing on March 2, 1999, with
its working capital. No part of the purchase price was or will be represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Common Stock.
On May 18, 1999, pursuant to the Offshore Fund Purchase Agreement and
Amendment (No.1) thereto, dated May 18, 1999, between the Issuer and the
Offshore Fund (attached hereto as Exhibit 7 and incorporated herein by
reference), the Offshore Fund purchased, for a total purchase price of $276,300
(x) 2,763 shares of Series D Preferred Stock, and (y) warrants (pursuant to
Warrant Certificate No. 4 issued by the Issuer to the Offshore Fund, which is
substantially similar to Exhibit 11 hereto, except as to the date and amount of
shares, and is incorporated herein by reference; Warrant Certificate No. 2 and
Warrant Certificate No. 4 collectively referred to herein as the "Offshore Fund
Warrants"; the US Fund Warrants and the Offshore Fund Warrants collectively
referred to herein as the "Warrants"), to purchase up to 34,538 shares of Common
Stock, of the Issuer. Such Series D Preferred Stock is convertible into 138,150
shares of Common Stock. The Offshore Fund purchased the Series D Preferred Stock
and Warrant Certificate No. 4, which were acquired by the Offshore Fund at the
closing on May 18, 1999, with its working capital. No part of the purchase price
was or 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.
a) The Series D Preferred Stock and the Warrants deemed to be beneficially owned
by the Reporting Persons were acquired for, and are being held for, investment
purposes. The Funds may dispose of or acquire securities of the Issuer,
including Common Stock, depending upon the position of the market, the Issuer
and other factors.
Except as set forth above, none of the Reporting Persons nor, to the
best of their knowledge, any person listed in Appendix I hereto, has any plans
or proposals which relate to or would result in any other acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer.
b) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
c) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries.
d) Pursuant to the Issuer's Certificate of Designations for the Series D
Convertible Preferred Stock (attached hereto as Exhibit 11 and 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 D Preferred Stock or any shares of Common Stock obtained or obtainable
upon conversion of any shares of Series D Preferred Stock ("Fleming Holder") own
at least 50% of the outstanding shares of Series D Preferred Stock or (ii) any
transferee (except for a Fleming Holder) of any shares of Series D Preferred
Stock or any shares of Common Stock obtained or obtainable upon conversion of
any shares of Series D Preferred Stock ("Transferee") owns at least 50% of the
outstanding shares of Series D Preferred Stock and the Issuer consented to such
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 10 of 13 Pages
Transferee (which consent shall not be unreasonably withheld), the holders of
Series D Preferred Stock, consenting or voting (as the case may be) as a
separate class, shall be entitled, but not required, to elect up to three (3)
directors of the Issuer. So long as either (i) the Fleming Holders own at least
37.5% of the outstanding shares of Series D Preferred Stock or (ii) any
Transferee owns at least 37.5% of the outstanding shares of Series D Preferred
Stock and the Issuer consented to such Transferee (which consent shall not be
unreasonably withheld), the holders of Series D Preferred Stock, consenting or
voting (as the case may be) as a separate class, shall be entitled, but not
required, to elect up to two (2) directors of the Issuer. So long as either (i)
the Fleming Holders own at least 25% of the outstanding shares of Series D
Preferred Stock or (ii) any Transferee owns at least 25% of the outstanding
shares of Series D Preferred Stock and the Issuer consented to such Transferee
(which consent shall not be unreasonably withheld), the holders of Series D
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.
Except as set forth above, none of the Reporting Persons nor, to the
best of their knowledge, any person listed in Appendix I hereto, has any plans
or proposals which relate to or would result in any other changes in the board
of directors or management of the Issuer, or which relate to or would result in:
(e) any material change in the present capitalization or divided policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter, By-Laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
The Reporting Persons retain the right to change their investment
intent, to propose one or more possible transactions to the Issuer's board, to
acquire additional shares of preferred stock or common stock from time to time
or to sell or otherwise dispose of all or part of the Series D Preferred Stock
beneficially owned by them (or any shares of Common Stock into which such Series
D Preferred Stock are converted) or to sell or otherwise dispose of all or part
of the Warrants beneficially owned by them (or any Shares of Common Stock into
which such Warrants are exercised) in any manner permitted by law. In the event
of a material change in the present plans or intentions of the Reporting
Persons, the Reporting Persons will amend this Schedule 13D to reflect such
change.
Item 5. Interest in Securities of the Issuer.
(a) The US Fund purchased (i) on March 2, 1999, 25,856 shares of Series D
Preferred Stock, and (ii) on May 18, 1999, 17,237 shares of Series D Preferred
Stock ("US Preferred Stock"). The US Fund Preferred Stock is currently
convertible into 2,154,650 shares of Common Stock ("US Fund Conversion Shares"),
subject to certain antidilution provisions. The US Fund purchased warrants
exercisable at $4.00 per share, subject to certain antidilution provisions, (A)
on March 2, 1999 for up to 323,200 shares of Common Stock, and (B) on May 18,
1999, for up to 215,462 shares of Common Stock ("US Fund Warrant Shares").
The Offshore Fund purchased (i) on March 2, 1999, 4,144 shares of
Series D Preferred Stock, and (ii) on May 18, 1999, 2,763 shares of Series D
Preferred Stock ("Offshore Fund Preferred Stock"). The Offshore Fund Preferred
Stock is currently convertible into 345,350 shares of Common Stock ("Offshore
Fund Conversion Shares"), subject to certain antidilution provisions. On March
2, 1999, the Offshore Fund purchased warrants exercisable at $4.00 per share,
subject to certain antidilution provisions, (A) on March 2, 1999, for up to
51,800 shares of Common Stock, and (B) on May 18, 1999, for up to 34,538 shares
of Common Stock ("Offshore Fund Warrant Shares").
Because of their relationship as affiliated entities, both Funds may be
deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant
Shares, the Offshore Fund 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 Fund Conversion Shares, the US Fund Warrant Shares, the
Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. As the
general partner of Fleming Partners, Discovery may be deemed to beneficially own
the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund
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 Fund Conversion
Shares, the US Fund Warrant Shares, the Offshore Fund 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 Fund Conversion Shares, the US Fund Warrant Shares, the
Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares.
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 11 of 13 Pages
Pursuant to the Offshore Fund's Limited Partnership Agreement (attached
hereto as Exhibit 2 and incorporated herein by reference), Fleming Bermuda, one
of the Offshore Fund's general partners, is responsible for the Offshore Fund's
administrative, secretarial and related management activities. Fleming Bermuda
has no authority over or responsibility for the investment management of the
Offshore Fund.
As of May 18, 1999, each of the Funds, each of Fleming Partners,
Discovery, RFI and RFH may be deemed to have owned beneficially 30.11% of the
outstanding Common Stock, on an aggregated basis, which percentage is calculated
based upon (i) 7,254,053 shares of Common Stock reported outstanding by the
Issuer to the Reporting Persons as of April 30, 1999, (ii) the number of shares
of Common Stock (2,500,000) issuable upon conversion of the US Fund Preferred
Stock and Offshore Fund 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 10,379,053 (which is the sum of 2,500,000, 625,000 and
7,254,053).
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference. The
information required by Items 2 of this Schedule for Fleming US Discovery
Investment Trust and Fleming US Discovery Fund is set forth in Appendix 1 and
Appendix 2 hereto.
(c) None of the Reporting Persons has effected any transactions in the Common
Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The Funds acquired their respective shares of Series D Preferred Stock
pursuant to the Stock and Warrant Purchase Agreements, dated as of March 2,
1999, and pursuant to Amendment (No. 1) to such Agreement, dated as of May 18,
1999, and executed by the Funds and the Issuer.
The Funds acquired their respective Warrants pursuant to their
respective Warrant Certificates, dated March 2, 1999 and May 18, 1999 (Amendment
No.1), and executed by the Issuer. The Warrant Certificates contain certain
antidilution provisions.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Limited Partnership Agreement of Fleming Discovery
Offshore Fund III, L.P. (incorporated by reference to Exhibit
3 to the Schedule 13D of Robert Fleming, Inc. with respect to
the securities of Anicom, Inc. filed on July 29, 1997).
Exhibit 3 - Limited Partnership Agreement of Fleming US Discovery Fund
III, L.P. (incorporated by reference to Exhibit 6 to the
Schedule 13D of Robert Fleming, Inc. with respect to the
securities of Anicom, Inc. filed on July 29, 1997).
Exhibit 4 - Stock and Warrant Purchase Agreement, dated as of March 2,
1999, between Global Pharmaceutical Corporation and Fleming US
Discovery Fund III, L.P. (incorporated by reference to Exhibit
4 to the Schedule 13D of Robert Fleming, Inc. with respect to
the securities of Global Pharmaceutical Corporation, filed on
March 12, 1999).
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 12 of 13 Pages
Exhibit 5 - Amendment No. 1, dated as of May 18, 1999, to the Stock
and Warrant Purchase Agreement, dated as of March 2, 1999,
between Global Pharmaceutical Corporation and Fleming US
Discovery Fund III, L.P.
Exhibit 6 - Stock and Warrant Purchase Agreement, dated as of March 2,
1999, between Global Pharmaceutical Corporation and Fleming US
Discovery Offshore Fund III, L.P. (incorporated by reference
to Exhibit 4 to the Schedule 13D of Robert Fleming, Inc. with
respect to the securities of Global Pharmaceutical
Corporation, filed on March 12, 1999).
Exhibit 7 - Amendment No. 1, dated as of May 18, 1999, to the Stock
and Warrant Purchase Agreement, dated as of March 2, 1999,
between Global Pharmaceutical Corporation and Fleming US
Discovery Offshore Fund III, L.P.
ExhibIT 8 - Certificate of Designations of Series D Convertible
Preferred Stock of Global Pharmaceutical Corporation filed
with the Secretary of State of Delaware on February 26, 1999
(incorporated by reference to Exhibit 5 to the Schedule 13D of
Robert Fleming, Inc. with respect to the securities of Global
Pharmaceutical Corporation, filed on March 12, 1999).
Exhibit 9 - Stockholders' Agreement, dated as of March 2, 1999, among
Global Pharmaceutical Corporation, Barry R. Edwards, Fleming
US Discovery Fund III, L.P. and Fleming US Discovery Offshore
Fund III, L.P. (incorporated by reference to Exhibit 6 to the
Schedule 13D of Robert Fleming, Inc. with respect to the
securities of Global Pharmaceutical Corporation, filed on
March 12, 1999).
Exhibit 10 - Registration Rights Agreement, dated as of March 2, 1999,
among Global Pharmaceutical Corporation, Fleming US Discovery
Fund III, L.P. and Fleming US Discovery Offshore Fund III,
L.P. (incorporated by reference to Exhibit 7 to the Schedule
13D of Robert Fleming, Inc. with respect to the securities of
Global Pharmaceutical Corporation, filed on March 12, 1999).
Exhibit 11 - Warrant Certificate, dated March 2, 1999, between Global
Pharmaceutical Corporation and Fleming US Discovery Fund III,
L.P. (incorporated by reference to Exhibit 8 to the Schedule
13D of Robert Fleming, Inc. with respect to the securities of
Global Pharmaceutical Corporation, filed on March 12, 1999).
Exhibit 12 - Press Release issued by the Issuer on March 3, 1999
(incorporated by reference to the same document included as
Exhibit 99 to Form 8-K filed by the Issuer on March 5, 1999,
under SEC File No. 0-27354).
Appendix 1- Address, Organization and Principal Business of Each
Reporting Person Required by Item 2
Appendix 2- Information About Each Reporting Person Required by Item 2
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 378922 10 8 Page 13 of 13 Pages
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.*
JULY 13, 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, Director
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, Director
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Director
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
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 July 13, 1999 and any amendments thereto with respect to the
beneficial ownership by each of the undersigned of shares of common stock of
Global Pharmaceutical Corporation. 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 July 13, 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, Director
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, Director
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Director
<PAGE>
Exhibit 1
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>
APPENDIX 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON
REQUIRED BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS PLACE OF
REPORTING PERSON AND OFFICE ADDRESS ORGANIZATION PRINCIPAL BUSINESS
<S> <C> <C> <C>
Fleming US Discovery Fund 320 Park Avenue, 11th Delaware limited partnership to invest in securities with a
III, L.P. Floor view to long-term capital
("US Fund") New York, NY 10022 appreciation
Fleming US Discovery c/o Bank of Bermuda, Ltd, Bermuda limited partnership to invest in securities with a
Offshore Fund III, L.P. 6 Front St view to long-term capital
("Offshore Fund," with US Hamilton HM 11 Bermuda appreciation
Funds the "Funds")
Fleming US Discovery 320 Park Avenue, Delaware limited partnership to act as the general partner
Partners, L.P. 11th Floor of the Funds
("Fleming Partners") New York, NY 10022
Fleming US Discovery, LLC 320 Park Avenue, Delaware limited liability to act as the sole general
11th Floor company partner of Fleming Partners
New York, NY 10022
Robert Fleming, Inc. 320 Park Avenue, Delaware corporation a registered investment
11th Floor adviser and broker-dealer
New York, NY 10022
Robert Fleming Holdings, 25 Copthall Avenue United Kingdom company to provide international
Ltd. London EC2B 7PQ, investment banking, asset
England management and securities
brokerage services to its
clients
</TABLE>
<PAGE>
OTHER
Fleming US Discovery 25 Copthall Avenue
Investment Trust London EC2B 7PQ,
England
Fleming US Discovery 320 Park Avenue,
Fund 11th Floor
New York, NY 10022
<PAGE>
Appendix 2
INFORMATION ABOUT REPORTING PERSONS
REQUIRED BY ITEM 2
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC
MANAGERS
Robert Fleming, Inc.
Robert L. Burr
Christopher M.V. Jones*
Eytan M. Shapiro*
Timothy R.V. Parton*
EXECUTIVE COMMITTEE
Arthur A. Levy
Iain O.S. Saunders
Jonathan K.L. Simon
Robert L. Burr
Christopher M.V. Jones
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Eytan M. Shapiro
Timothy R.V. Parton
* Eytan M. Shapiro, Christopher M.V. Jones and Timothy R.V. Parton are United
Kingdom citizens. Robert L. Burr is a United States citizen. Their business
address is 320 Park Avenue, 11th Floor, New York, New York 10022. The
citizenship and business address, for each of the remaining persons listed above
is contained in "Executive Officers and Directors of Robert Fleming, Inc."
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING, INC.
Name: Lord Robin Renwick
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Chairman of the Board
Name: Arthur A. Levy
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: President, Vice Chairman and Director
Name: Christopher M.V. Jones
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Larry A. Kimmel
Citizenship: United States
Business Address: Robert Fleming,Inc.
320 Park Avenue
New York, NY 10022
Title: Vice President and Director of Compliance
Name: Iain O.S. Saunders
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Director
Name: Jonathan K.L. Simon
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Andrea M. Whitmore
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Chief Financial Officer and Vice President
Name: Mark Mattheys
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Director and Chief Operating Officer
Title:
Name: Charlie Bridge
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Eduardo Canet
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
<PAGE>
OFFICERS AND DIRECTORS OF ROBERT FLEMING HOLDINGS, LTD.
BOARD OF DIRECTORS* CITIZENSHIP
John Manser CBE United Kingdom
Chairman
William Garrett United Kingdom
Group Chief Executive
Phillip Wichelow United Kingdom
Iain O.S. Saunders United Kingdom
John Emly United Kingdom
Paul Bateman United Kingdom
Tom Hughes-Hallett United Kingdom
Michael Baines United Kingdom
David Boardman United Kingdom
Robin Fleming United Kingdom
Ken Inglis United Kingdom
Arthur A. Levy United States
Bernard Taylor United Kingdom
Sir Robin Renwick KCMG United Kingdom
John Archibald United Kingdom
Peter Barton United Kingdom
Ian Hannam United Kingdom
*With the exception of Arthur A. Levy, the business address for each of the
above persons is 25 Copthall Avenue, London EC2R- 77DR, England. The titles
below the first four names refer to officer titles.
Exhibit 5
AMENDMENT (NO. 1)
TO THE STOCK AND WARRANT PURCHASE AGREEMENT
-------------------------------------------
Amendment (No. 1), dated as of May 18, 1999, to the STOCK AND WARRANT
PURCHASE AGREEMENT (the "Agreement"), dated as of March 2, 1999, between Global
Pharmaceutical Corporation (the "Company") and Fleming US Discovery Fund III,
L.P. ("Purchaser"). All capitalized terms used but not defined in this Amendment
(including the Schedules attached hereto) shall have the meanings ascribed to
such terms in the Agreement (including the Schedules attached thereto).
WHEREAS, the Company and the Purchaser have determined that it is the
best interest of the parties, and in furtherance of their purposes, to amend the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, the parties hereto agree as follows:
5. The Agreement shall be amended by:
(a) deleting SCHEDULE 6 in its entirety and replacing it with
----------
SCHEDULE 6 attached hereto; and
----------
(b) deleting SCHEDULE 6A in its entirety and replacing it with
-----------
SCHEDULE 6A attached hereto.
-----------
6. Except as amended herein, the Agreement shall remain in full force
and effect.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
8. This Amendment shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to any choice
or conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date set forth above.
GLOBAL PHARMACEUTICAL CORPORATION
By: /S/ BARRY R. EDWARDS
--------------------
Barry R. Edwards
President and Chief Executive
Officer
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
2
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6
CAPITAL STOCK
AT MAY 12, 1999
(ASSUMING THE PRIOR CLOSING OF THE PURCHASE OF SERIES D
PREFERRED STOCK AND WARRANTS PURSUANT TO THE
STOCK AND WARRANT PURCHASE AGREEMENT)
(a) Authorized, Issued and Outstanding:
(i) Authorized capital stock
17,000,000 shares of Common Stock, par value $.01
2,000,000 shares of Preferred Stock, par value $.01
(ii) Number of designated shares of Preferred Stock in each Series
or Class after giving effect to the Certificate of
Designations
60,000 shares of Series A Convertible Preferred Stock
50,000 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(iii) Number of shares outstanding in each Series or Class after
giving effect to the issuance of Shares contemplated by the
Stock and Warrant Purchase Agreements. 7,254,053 shares of
Common Stock
0 shares of Series A Convertible Preferred Stock
0 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(b) Common Stock Reserved for Issuance:
(i) 2,500,000 shares of Common Stock to be issued upon conversion
of the Shares*
(ii) 625,000 shares of Common Stock to be issued upon exercise of
the Flemings Warrants
(iii) 0 shares of Common Stock to be issued upon conversion of the
Series A Convertible Preferred Stock
(iv) 0 shares of Common Stock to be issued upon conversion of the
Series B Convertible Preferred Stock
(v) 450,000 shares of Common Stock to be issued upon conversion of
the Series C Convertible Preferred Stock*
(vi) 950,000 shares of Common Stock to be issued pursuant to the
1995 Stock Incentive Plan.
(vii) 750,000 shares of Common Stock to be issued pursuant to
outstanding warrants attached hereto on Schedule 6A (except
for Flemings Warrants).
- --------
*Assumes a $2.00 per share conversion price. In the event that the conversion
price falls below $2.00, additional shares will be issued.
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6A
WARRANTS ISSUED AS OF APRIL 30, 1999
<TABLE>
<CAPTION>
No. of shares Exercise
Price
<S> <C> <C>
IPO - Warrants to certain directors/officers 42,000 $8.50
Keane Securities - Warrants related to IPO 165,000 $13.175
Keane Securities - Warrants related to Series A Pref. Stock 13,000 $6.00
Merck KGaA "A" Warrants 100,000 $2.00
Merck KGaA "B" Warrants *
Marc Silver 30,000 $4.00
Daniel Kilmurray 20,000 $4.00
Bear Stearns Small Cap Value 225,000 $4.00
Gary Blumenthal 5,000 $1.75
Flemings (First Closing) 375,000 $4.00
Christopher D. Illick (First Closing) 45,000 $2.50
Brean Murray & Co. (First Closing) 45,000 $2.50
Total Warrants at 4/30/99 1,065,000**
Flemings (Second Closing) 250,000 $4.00
Brean Murray & Co. Warrants (Second Closing) 60,000 $2.50
Total 1,375,000**
<FN>
- --------------
*Under our arrangement with Merck KGaA, we issued warrants which are exercisable
for 40,000 shares of common stock for each aggregate $1 million in gross profit,
if any, earned by us under our agreement with a subsidiary of Merck KGaA in
connection with sales of randitidine and other mutually agreed upon products, up
to a total of 700,000 shares of common stock. The exercise price of these
warrants is $8.50 per share.
**Does not include Merck "B" Warrants.
</FN>
</TABLE>
Exhibit 7
AMENDMENT (NO. 1)
TO THE STOCK AND WARRANT PURCHASE AGREEMENT
-------------------------------------------
Amendment (No. 1), dated as of May 18, 1999, to the STOCK AND WARRANT
PURCHASE AGREEMENT (the "Agreement"), dated as of March 2, 1999, between Global
Pharmaceutical Corporation (the "Company") and Fleming US Discovery Offshore
Fund III, L.P. ("Purchaser"). All capitalized terms used but not defined in this
Amendment (including the Schedules attached hereto) shall have the meanings
ascribed to such terms in the Agreement (including the Schedules attached
thereto).
WHEREAS, the Company and the Purchaser have determined that it is the
best interest of the parties, and in furtherance of their purposes, to amend the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, the parties hereto agree as follows:
5. The Agreement shall be amended by:
(a) deleting SCHEDULE 6 in its entirety and replacing it with
----------
SCHEDULE 6 attached hereto; and
----------
(b) deleting SCHEDULE 6A in its entirety and replacing it with
----------
SCHEDULE 6A attached hereto.
----------
6. Except as amended herein, the Agreement shall remain in full force
and effect.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
8. This Amendment shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to any choice
or conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date set forth above.
GLOBAL PHARMACEUTICAL CORPORATION
By: /S/ BARRY R. EDWARDS
---------------------
Barry R. Edwards
President and Chief Executive
Officer
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
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6
CAPITAL STOCK
AT MAY 12, 1999
(ASSUMING THE PRIOR CLOSING OF THE PURCHASE OF SERIES D
PREFERRED STOCK AND WARRANTS PURSUANT TO THE
STOCK AND WARRANT PURCHASE AGREEMENT)
(a) Authorized, Issued and Outstanding:
(i) Authorized capital stock
17,000,000 shares of Common Stock, par value $.01
2,000,000 shares of Preferred Stock, par value $.01
(ii) Number of designated shares of Preferred Stock in each Series
or Class after giving effect to the Certificate of
Designations
60,000 shares of Series A Convertible Preferred Stock
50,000 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(iii) Number of shares outstanding in each Series or Class after
giving effect to the issuance of Shares contemplated by the
Stock and Warrant Purchase Agreements. 7,254,053 shares of
Common Stock
0 shares of Series A Convertible Preferred Stock
0 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(b) Common Stock Reserved for Issuance:
(i) 2,500,000 shares of Common Stock to be issued upon conversion
of the Shares*
(ii) 625,000 shares of Common Stock to be issued upon exercise of
the Flemings Warrants
(iii) 0 shares of Common Stock to be issued upon conversion of the
Series A Convertible Preferred Stock
(iv) 0 shares of Common Stock to be issued upon conversion of the
Series B Convertible Preferred Stock
(v) 450,000 shares of Common Stock to be issued upon conversion of
the Series C Convertible Preferred Stock*
(vi) 950,000 shares of Common Stock to be issued pursuant to the
1995 Stock Incentive Plan.
(vii) 750,000 shares of Common Stock to be issued pursuant to
outstanding warrants attached hereto on Schedule 6A (except
for Flemings Warrants).
- --------
*Assumes a $2.00 per share conversion price. In the event that the conversion
price falls below $2.00, additional shares will be issued.
<PAGE>
GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6A
WARRANTS ISSUED AS OF APRIL 30, 1999
<TABLE>
<CAPTION>
No. of shares Exercise
Price
<S> <C> <C>
IPO - Warrants to certain directors/officers 42,000 $8.50
Keane Securities - Warrants related to IPO 165,000 $13.175
Keane Securities - Warrants related to Series A Pref. Stock 13,000 $6.00
Merck KGaA "A" Warrants 100,000 $2.00
Merck KGaA "B" Warrants *
Marc Silver 30,000 $4.00
Daniel Kilmurray 20,000 $4.00
Bear Stearns Small Cap Value 225,000 $4.00
Gary Blumenthal 5,000 $1.75
Flemings (First Closing) 375,000 $4.00
Christopher D. Illick (First Closing) 45,000 $2.50
Brean Murray & Co. (First Closing) 45,000 $2.50
Total Warrants at 4/30/99 1,065,000**
Flemings (Second Closing) 250,000 $4.00
Brean Murray & Co. Warrants (Second Closing) 60,000 $2.50
Total 1,375,000**
<FN>
*Under our arrangement with Merck KGaA, we issued warrants which are exercisable
for 40,000 shares of common stock for each aggregate $1 million in gross profit,
if any, earned by us under our agreement with a subsidiary of Merck KGaA in
connection with sales of randitidine and other mutually agreed upon products, up
to a total of 700,000 shares of common stock. The exercise price of these
warrants is $8.50 per share.
**Does not include Merck "B" Warrants.
</FN>
</TABLE>
