As filed with the Securities and Exchange Commission on April 28,
1998
Registration No. 333-49827
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SCHEIN PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2726505
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
100 Campus Drive
Florham Park, New Jersey 07932
(973) 593-5500
(Address of principal executive offices) (Zip code)
_________________________
Schein Pharmaceutical, Inc. 1993 Stock Option Plan (formerly the
Schein Holdings, Inc. 1993 Stock Option Plan)
Schein Pharmaceutical, Inc. 1995 Non-Employee Director Stock
Option Plan
Schein Pharmaceutical, Inc. 1997 Stock Option Plan
Schein Pharmaceutical, Inc. 1998 Employee Stock Purchase Plan
The Retirement Plan of Schein Pharmaceutical, Inc. and Affiliates
______________________
Corporation Service Corp. Copies to:
1013 Centre Road Edward W. Kerson, Esq.
Wilmington, Delaware 19805 Proskauer Rose LLP
(302) 636-5454 1585 Broadway
(Name, address, including New York, New York 10036-8299
zip code, and telephone number, (212) 969-3000
including area code, of
agent for service)
______________________
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be regis- offering aggregate fee
registered tered(1) price per offering
share price
<S> <C> <C> <C> <C>
Common Stock, 1,790,890 $17.000 $30,445,130(2) $8,981.31
par value shares
$.01 per
share
Common Stock, 186,375 $9.5238 $1,774,998(3) $523.62
par value shares
$.01 per
share
Common Stock, 1,223,460 $14.2857 $17,477,983(4) $5,156.00
par value shares
$.01 per
share
Common Stock, 1,387,080 $19.0476 $26,420,545(5) $7,794.06
par value shares
$.01 per
share
Common Stock, 1,918,825 $17.000 $32,620,025(6) $9,622.91
par value shares
$.01 per
share
TOTAL $32,077.91*
</TABLE>
(1) Represents the maximum number of shares of common stock, par
value $.01 per share ("Common Stock"), issuable upon
exercise of options which may be or have been granted under
the Schein Pharmaceutical, Inc. 1993 Stock Option Plan, 1995
Non-Employee Director Stock Option Plan, 1997 Stock Option
Plan, 1998 Employee Stock Purchase Plan and the Retirement
Plan (collectively, the "Plans"). Pursuant to Rule 416,
there are also being registered such additional
indeterminate number of shares as may be required to cover
possible adjustments in the number of shares issuable under
the Plans pursuant to the antidilution provisions thereof.
_________________
* Registration fee paid with the filing of Form S-8, dated
April 9, 1998, filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, which
included the 52,500 shares of Common Stock being offered
hereby.
(2) Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933 on the basis of the
initial public offering price of $17.00 per share.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $9.5238 per share with respect to options
granted to employees of the Company to purchase 186,375
shares of Common Stock.
(4) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $14.2857 per share with respect to options
granted to employees, non-employee directors and employee
directors of the Company to purchase 1,223,460 shares of
Common Stock.
(5) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $19.0476 per share with respect to options
granted to non-employee directors and employee directors of
the Company to purchase 1,387,080 Shares of Common Stock.
(6) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $17.000 per share with respect to options
granted to employees of the Company to purchase 1,918,825
shares of Common Stock.
SCHEIN PHARMACEUTICAL, INC.
__________________
52,500 SHARES OF COMMON STOCK
($0.01 Par Value)
__________________
This Prospectus has been prepared for use in connection with
proposed sales of up to 52,500 shares (the "Offered Shares") of
the common stock, par value $0.01 ("Common Stock"), of Schein
Pharmaceutical, Inc. (the "Company"), which may be made from time
to time by or for the account of a certain stockholder of the
Company (the "Selling Stockholder"). See "The Selling
Stockholder". The Company will receive no part of the proceeds
of this offering. The Offered Shares were acquired by the
Selling Stockholder in connection with his employment by the
Company.
The Common Stock is traded on the New York Stock Exchange
under the symbol "SHP". On April 27, 1998, the closing sale
price of the Common Stock was $22.875. Sales of Offered Shares
may be made through brokers, dealers or agents or directly to
purchasers, and may be effected in the over-the-counter market or
otherwise, and at market prices prevailing at the time of sale,
or at fixed prices or negotiated prices. See "Manner of Sale".
The Selling Stockholder will bear all commissions and other
compensation paid to brokers in connection with the sale of the
Offered Shares. The Company will bear the expense of registering
the Offered Shares under the Securities Act of 1933.
See "Risk Factors" in the documents incorporated by
reference for a discussion of certain factors that should be
considered by prospective purchasers of the Offered Shares.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is April 28, 1998
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"). In
accordance with the Exchange Act, the Company files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC").
The Company has filed, through the Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"), a
Registration Statement on Form S-8 (the "Registration Statement")
with the SEC under the Securities Act of 1933 (the "Securities
Act") with respect to the Offered Shares. This Prospectus does
not contain all the information set forth in the Registration
Statement and the exhibits thereto, certain portions of which
have been omitted as permitted by the rules and regulations of
the SEC. Copies of the Registration Statement (including such
omitted portions) are available from the SEC upon payment of
prescribed rates. For further information, reference is made to
the Registration Statement and the exhibits filed therewith.
Statements contained in this Prospectus relating to the contents
of any contract or other document referred to herein or therein
are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document,
each such statement being qualified in all respects by such
reference.
This filed material can be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the SEC: Chicago Regional Office
(Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661) and New York Regional Office (Seven World Trade
Center, New York, New York 10048). Copies of such material may
be obtained by mail from the Public Reference Section of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material can be inspected at the
offices of the National Association of Securities Dealers, Inc.
(the "NASD"), 1735 K Street, N.W., Washington, DC 20006.
Material filed electronically through EDGAR may also be accessed
through the SEC's home page on the World Wide Web at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the SEC, are incorporated by reference in this
Prospectus:
(a) the Company's Prospectus, dated April 8, 1998, included
in its Registration Statement on Form S-1 (Registration
No. 333-41413)filed with the SEC pursuant to Rule
424(b) under the Securities Act of 1933;
(b) the description of the Company's Common Stock in the
Company's Registration Statement on Form 8-A (File No.
001-14019) filed with the SEC pursuant to Section 12 of
the Exchange Act.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Offered Shares shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated or deemed incorporated by reference herein
modifies, supersedes or replaces such statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus
(excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Requests should
be directed to Paul Feuerman, Esq., General Counsel, Schein
Pharmaceutical, Inc. at 100 Campus Drive, Florham Park, New
Jersey 07932, telephone number (973) 593-5500.
THE COMPANY
General
Schein Pharmaceutical believes it is one of the leading
generic pharmaceutical companies in terms of United States
revenues. The Company develops, manufactures and markets one of
the broadest generic product lines in the pharmaceutical industry
through the integration of its product development expertise,
diverse, high-volume production capacity and direct sales and
marketing force. The Schein product line includes both solid
dosage and sterile dosage generic products, and the Company is
also developing a line of specialty branded pharmaceuticals. The
Company believes that its primary branded product, INFeD, is the
leading injectable iron product in the United States in terms of
revenues. The Company has a substantial pipeline of products
under development. The Company enhances its internal product
development, manufacturing and marketing capabilities through
strategic collaborations. Schein generated net revenues of $490.2
million and operating income of $39.0 million during 1997.
The Company believes it manufactures and markets the
broadest generic product line of any U.S. pharmaceutical company
in terms of number and types of products. The Company
manufactures and markets approximately 160 chemical entities
formulated in approximately 325 different dosages under
approximately 200 Abbreviated New Drug Applications ("ANDAs")
approved by the United States Food and Drug Administration
("FDA"). Schein is currently the sole manufacturing source for 47
generic pharmaceutical products, of which 45 are sterile dosage
products. The Company's solid dosage products include both
immediate-release and extended-release capsules and tablets;
sterile dosage products include solutions, suspensions, powders
and lyophilized (freeze-dried) products primarily for
administration as injections, ophthalmics and optics. The
manufacture of sterile dosage products is significantly more
complex than the manufacture of solid dosage products, which
limits competition in this product area. The Company currently
manufactures approximately four billion solid dosage tablets and
capsules and 75 million sterile dosage vials and ampules
annually. Solid dosage generic products and sterile dosage
generic products each accounted for approximately 40% of the
Company's net revenues in 1997.
Since introducing INFeD in 1992, the Company has been
developing a portfolio of branded products, primarily in select
therapeutic markets, such as iron management for the nephrology,
oncology and hematology markets. INFeD is used in the treatment
of certain types of anemia, particularly in dialysis patients,
and accounted for approximately 21% of the Company's net revenues
in 1997. The Company markets INFeD through a 20-person dedicated
sales and marketing force, as well as through co-marketing
collaborations with Bayer Corporation in the nephrology market
and MGI Pharma, Inc. ("MGI") in the oncology market.
The Company believes its 130-person direct sales and
marketing force is one of the largest in the U.S. generic
pharmaceutical industry. Through its customized marketing
programs, the Company markets its products to approximately
60,000 customers representing all major customer channels,
including pharmaceutical wholesalers, chain and independent drug
retailers, hospitals, managed care organizations, other group
purchasing organizations and physicians.
Schein's objective is to become the leading generic
pharmaceutical company in the approximately $7.4 billion generic
prescription pharmaceutical industry in the United States. The
Company's growth strategy is to: (i) leverage its diverse
pharmaceutical development and manufacturing capabilities to
extend the breadth of its generic product line; (ii) focus its
product development on complex and other generic drugs that
require specialized development or manufacturing technology and
are therefore expected to encounter limited competition; (iii)
develop and market branded drugs for select therapeutic
categories; (iv) pursue strategic collaborations to supplement
its product development and manufacturing resources; and (v)
expand market penetration through direct sales and innovative
marketing programs.
The Company is a Delaware corporation with its corporate
offices at 100 Campus Drive, Florham Park, New Jersey 07932. Its
telephone number is (973) 593-5500.
Selling Stockholder
The following table lists the name and business address of
the Selling Stockholder and, to the best of the Company's
knowledge, the number of shares of Common Stock beneficially
owned by the Selling Stockholder as of April 8, 1998 and after
giving effect to the sale of the Offered Shares, the percentage
that each such number of shares represents of the total number of
outstanding shares of Common Stock as of April 8, 1998, and the
number of Offered Shares. The Selling Stockholder acquired the
Offered Shares in connection with his employment by the Company.
To the best of the Company's knowledge, the Selling Stockholder
has sole voting and investment power with respect to the Offered
Shares.
Shares Shares
Beneficially Beneficially
Owned Prior to Owned After
Offering Offering
--------------- --------------
Name and Offered
Address Number Percent Shares Number Percent
Marvin Samson 52,500 less 52,500 0 0
1905 Owl Court than 1%
Cherry Hill, NJ
08003
MANNER OF SALE
This Prospectus, as appropriately amended or supplemented,
may be used from time to time by the Selling Stockholder to offer
and sell the Offered Shares in transactions in which he and any
broker-dealer through whom such shares are sold may be deemed to
be underwriters within the meaning of the Securities Act. The
Company will receive none of the proceeds from any such sales.
There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares of Common
Stock described herein. Upon the Company being notified by the
Selling Stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of
Common Stock bought through a block trade, special offering,
exchange distribution or secondary distribution, a supplemental
Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the names of the Selling
Stockholder and the participating broker-dealer(s), (ii) the
number of shares involved, (iii) the price at which the shares
were sold, (iv) the commissions paid or the discounts allowed to
such broker-dealer(s), where applicable, (v) that such broker-
dealer(s) did not conduct any investigation to verify the
information set forth in this Prospectus and (vi) other facts
material to the transaction.
The Selling Stockholder may sell the shares being offered
hereby from time to time in transactions (which may involve
crosses and block transactions) on the New York Stock Exchange
(the "NYSE"), in the over the counter market, in negotiated
transactions or otherwise, at market prices prevailing at the
time of the sale or at negotiated prices. The Selling
Stockholder may sell some or all of the shares in transactions
involving broker-dealers, who may act solely as agent and/or may
acquire shares as principal. Broker-dealers participating in
such transactions as agent may receive commissions from the
Selling Stockholder (and, if they act as agent for the purchaser
of such shares, from such purchaser), such commissions computed
in appropriate cases in accordance with applicable rules, which
commissions may be at negotiated rates where permissible under
such rules. Participating broker-dealers may agree with the
Selling Stockholder to sell a specified number of shares at a
stipulated price per share and, to the extent such broker-dealer
is unable to do so acting as an agent for the Selling
Stockholder, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer's commitment to the
Selling Stockholder. Broker-dealers who acquire shares as
principal may thereafter resell such shares from time to time in
transactions (which may involve crosses and block transactions
and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding
two sentences) on the NYSE, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to
or receive commissions from the purchaser of such shares.
The Selling Stockholder may indemnify any broker-dealer that
participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under
the Securities Act.
EXPERTS
The consolidated financial statements and schedule included
in the Company's Prospectus, dated April 8, 1998, included in its
Registration Statement on Form S-1 (Registration No. 333-
41413)(the "S-1 Registration Statement") filed with the SEC
pursuant to Rule 424(b) under the Securities Act, and in the S-1
Registration Statement, which are incorporated by reference in
this Prospectus, have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for
the periods set forth in their reports with respect thereto and
are incorporated herein in reliance upon such reports given upon
the authority of said firm as experts in accounting and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission by Schein Pharmaceutical, Inc., a Delaware
corporation (the "Company" or the "Registrant"), are incorporated
herein by reference:
(1) the Company's Prospectus, dated April 8, 1998,
included in its S-1 Registration Statement filed with the SEC
pursuant to Rule 424(b) under the Securities Act of 1933;
(2) the description of the Company's Common Stock, par
value $.01 per share, contained in the Company's Registration
Statement filed on Form 8-A (No. 001-14019) filed with the SEC
pursuant to Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents.
Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for the 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 such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Company's Certificate of
Incorporation provides that the Corporation shall indemnify and
hold harmless, to the fullest extent authorized by the Delaware
General Corporation Law, its officers and directors against all
expenses, liability and loss actually and reasonably incurred in
connection with any civil, criminal, administrative or
investigative action, suit or proceeding. The Certificate of
Incorporation also extends indemnification to those serving at
the request of the Company as directors, officers, employees or
agents of other enterprises.
In addition Article SEVENTH of the Company's Certificate of
Incorporation provides that no director of the Company shall not
be personally liable for any breach of fiduciary duty. Article
SEVENTH does not eliminate a director's liability (i) for breach
of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts of or omissions of such director not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful.
In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit,
and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the
State of Delaware provides that a corporation may eliminate or
limit the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision
becomes effective.
Pursuant to Section 145 of the General Corporation Law of
the State of Delaware, the Company maintains directors' and
officers' liability insurance coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
23.1 Consent of BDO Seidman, LLP
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 New York, State of New York, on April 28, 1998.
SCHEIN PHARMACEUTICAL, INC.
By:/s/ Martin Sperber
Martin Sperber
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Martin Sperber Chairman of the Board, April 28, 1998
Martin Sperber Chief Executive Officer,
President and Director
(principal executive
officer)
/s/ Dariush Ashrafi Chief Financial Officer, April 28, 1998
Dariush Ashrafi Executive Vice President
and Director (principal
financial and accounting
officer)
/s/ Paul Feuerman Senior Vice President, April 28, 1998
Paul Feuerman General Counsel and
Director
Director
David R. Ebsworth
Director
Richard L. Goldberg
EXHIBIT INDEX
Exhibit Description of Exhibit
23.1 Consent of BDO Seidman, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Form S-8
Registration Statement pertaining to the 1993 Stock Option Plan,
1995 Non-Employee Director Stock Option Plan, 1997 Stock Option
Plan, 1998 Employee Stock Purchase Plan and the Retirement Plan
of Schein Pharmaceutical, Inc. of our report dated January 30,
1998, except for Note 1 which is as of April 3, 1998, relating to
the consolidated financial statements of Schein Pharmaceutical,
Inc. and Subsidiaries, which is contained in its Prospectus dated
March 13, 1998.
New York, New York
April 28, 1998
/s/ BDO Seidman, LLP
