As filed with the Securities and Exchange Commission on December 18, 2001.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRADLEY PHARMACEUTICALS, INC.
(exact name of registrant as specified in its charter)
Delaware 2834 22-2581418
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
1990 Incentive and Non-Qualified Stock Option Plan
1999 Incentive and Non-Qualified Stock Option Plan
(Full Title of the Plans)
DANIEL GLASSMAN
Chairman of the Board
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(732) 549-5600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of each Class of Amount Offering Aggregate Amount of
Securities to be to be Price per Offering Registration
Registered Registered(1)(6) Share Price Fee
Common Stock, par value
$.01 per share, to be
issued pursuant to
prior option grants
under the 1990
Incentive and
Non-Qualified Stock
Option Plan 710,748 $1.48(2) $1,051,907.04(2) $251.41
Common Stock, par value
$.01 per share, issued
pursuant to prior
option grants under the
1990 Incentive and Non-
Qualified Stock Option
Plan 274,695 $1.70(3) $466,981.50(3) $111.61
Common Stock, par value
$.01 per share, to be
issued pursuant to
prior option grants
under the 1999
Incentive and Non-
Qualified Stock Option
Plan 743,090 $4.04(4) $3,002,083.60(4) $717.50
Common Stock, par value
$.01 per share, to be
issued pursuant to
future option grants
under the 1999
Incentive and Non-
Qualified Stock
Option Plan 2,506,910 $18.08(5) $45,324,932.80(5) $10,832.66
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided among
four (4) subtotals.
(2) Pursuant to Rule 457(h), these prices are calculated based on a
weighted average exercise price of $1.48 per share covering 710,748 shares
subject to stock options granted under the 1990 Incentive and Non-Qualified
Stock Option Plan.
(3) Pursuant to Rule 457(h), these prices are calculated based on a
weighted average exercise price of $1.70 per share covering 274,695 shares
subject to stock options granted under the 1990 Incentive and Non-Qualified
Stock Option Plan.
(4) Pursuant to Rule 457(h), these prices are calculated based on a
weighted average exercise price of $4.04 per share covering 743,090 shares
subject to stock options granted under the 1999 Incentive and Non-Qualified
Stock Option Plan.
(5) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, the proposed maximum aggregate offering price and the amount of the
registration fee are calculated based on the average of the high and low prices
of the Company's Common Stock on December 17, 2001, as reported on the Nasdaq
National Market.
(6) Includes an indeterminate number of shares of common stock issuable to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to Rule 416 under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART II.
Item 3. Incorporation of Certain Information by Reference
The prospectus filed with the Securities and Exchange Commission on
December 7, 2001 pursuant to Rule 424(b) under the Securities Act of 1933 is
hereby incorporated by reference.
In addition, the following documents we filed with the Commission pursuant
to the Exchange Act (File No. 0-18881) are hereby incorporated by reference,
except as otherwise superseded or modified:
* Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2000,
* Our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001,
* Our Definitive Proxy Statement in connection with the 2000 Annual
Meeting of Shareholders.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering shall be deemed to be incorporated by reference.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
does not, except as so modified or superseded, constitute a part of this filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification of
Directors and Officers" in our Registration Statement on Form SB-2, filed
October 15, 1997, No. 33-37935, is incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Numbers Description of Documents
3.1 Certificate of Incorporation of the Company, as amended (Incorporated by
reference from the Company's Proxy Statement for the 1998 Annual
Meeting)
3.2 By-laws of the Registrant, as amended (Incorporated by reference from
the Company's Proxy Statement for the 1998 Annual Meeting)
4.1 Placement Agent's Unit Purchase Option (Incorporated by reference from
the Company's Proxy Statement for the 1998 Annual Meeting)
10.1 1990 Stock Option Plan, as amended (Incorporated by reference to Exhibit
10.1 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.)
10.30 Loan and Security Agreement dated as of April 7, 2001 among LaSalle
Business Credit, Inc., the Company, Doak, Bradley Pharmaceuticals
(Canada), Inc. and Bradley Pharmaceuticals Overseas, Ltd. (Incorporated
by reference to Exhibit 10 to the Company's Current Report on Form 8-K
for an event dated April 15, 2001)
10.31 Waiver and Amendment No. 3 dated June 19, 2000 among LaSalle Business
Credit, Inc., the Company, Doak, Bradley Pharmaceuticals (Canada), Inc.
and Bradley Pharmaceuticals Overseas, Ltd. (Incorporated by reference to
Exhibit 10 to the Company's Current Report on Form 8-K for an event
dated June 23, 2001)
10.32 1999 Stock Option Plan, as amended (Incorporated by reference to Exhibit
B to the Company's Proxy Statement filed with Securities and Exchange
Commission on June 2, 1999.)
21.1 Subsidiaries of the Registrant (Incorporated by reference to Exhibit
21.1 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996)
23.2 Consent of Grant Thornton LLP
24.1 Opinion Letter from Attorney
Item 9. Undertakings.
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 that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 express in the Act and
will be governed by the final adjudication of such issue. The undersigned
registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the Registration Statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 that 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable ground 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 Fairfield, New Jersey, on the 18th day of December, 2001.
BRADLEY PHARMACEUTICALS, INC.
By:/s/ Daniel Glassman
---------------------
DANIEL GLASSMAN
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel Glassman his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be one in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ Daniel Glassman Chairman of the Board December 18, 2001
- --------------------------- President and Chief
Daniel Glassman Executive Officer
/s/ Iris Glassman Treasurer and Director December 18, 2001
- ---------------------------
Iris S. Glassman
/s/ Bruce Simpson Secretary and Director December 18, 2001
- ---------------------------
Bruce Simpson
Director December 18, 2001
- ----------------------------
Dr. Philip W. McGinn, Jr.
/s/ Dr. Alan G. Wolin Director December 18, 2001
- ---------------------------
Dr. Alan G. Wolin
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 23, 2001 accompanying the consolidated
financial statements of Bradley Pharmaceuticals, Inc. and subsidiaries included
in the Annual Report on Form 10-KSB for the year ended December 31, 2000 which
is incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
GRANT THORNTON LLP
New York, New York
December 18, 2001
Exhibit 24.1
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
December 18, 2001
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
Re: Bradley Pharmaceuticals, Inc.
Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") filed by you with the
Securities and Exchange Commission covering 4,235,443 shares of common stock,
$.01 par value, which may be issued by the Company in accordance with options
and other awards granted under your 1999 Incentive and Non-Qualified Stock
Option Plan and your 1990 Incentive and Non-Qualified Stock Option Plan As used
herein, the term "Shares" means such shares issuable under the 1990 Plan and the
1999 Plan.
As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth. We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to
us constitute all of the existing corporate records of the Company and include
all corporate proceedings taken by it.
Based solely upon and subject to the foregoing, we are of the opinion that
the shares of Common Stock are duly authorized, issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject
to any preemptive or similar rights.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel LLP
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