As filed with the Securities and Exchange Commission on July 11, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PUREPAC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2769995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 ELMORA AVENUE
ELIZABETH, NEW JERSEY 07207
(Address of principal executive offices)
1994 STOCK OPTION PLAN
(Full title of the Plan)
Michael R.D. Ashton, President
Purepac, Inc.
200 Elmora Avenue
Elizabeth, New Jersey 07207
(908) 527-9100
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:
WILLIAM R. GRIFFITH, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Titles of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
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Common Stock, 1,000,000 shs. $10.69 $10,685,500 $3,685.34
$.01 par value
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* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents
filed by the Company with the Commission under the Exchange Act:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for its
fiscal periods ended September 30, 1994, December 31, 1994
and March 31, 1995;
(c) The description of the Company's shares of Common Stock
contained in the Company's Registration Statement on Form
8-A No. 0-13588 filed with the Commission on May 14, 1985.
Any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares
of Common Stock covered by the Registration Statement have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the
date of filing of such document (any such document, and the documents
listed above being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a Document modifies or supersedes such statement. Any such
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
The Common Stock of Registrant is registered under Section 12
of the Securities Exchange Act of 1934 (the "Exchange Act").
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article NINTH of the Certificate of Incorporation of Registrant
reads, in pertinent part, as follows:
"NINTH
(a) The Corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended,
from time to time, indemnify all persons whom it may indemnify
pursuant thereto.
(b) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability
(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 Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
(c) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was
a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in section (d) hereof, the
Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification
conferred in this Article NINTH shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided, however, that if Delaware General Corporation Law requires,
the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced
if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this Article NINTH or otherwise.
The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
(d) If a claim under section (c) of this Article NINTH is
not paid in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim.
It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation ) that the claimant has
not met the standards of conduct which makes it permissible under
Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
(e) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Article NINTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4 1994 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as to the
legality of the Common Stock registered hereby
15 Not applicable
23(a) Consent of Parker Duryee Rosoff & Haft (Reference is
made to Exhibit 5 herein)
23(b) Consent of Deloitte & Touche
Item 9. Undertakings.
Registrant 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 (the "Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, 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 Act
may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions of the Certificate of Incorporation
of Registrant and the provisions of Delaware law described under Item 6
above, 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 Registrant of expenses incurred or paid by a director, officer
or controlling person of 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,
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 on the 7th day of July 1995.
PUREPAC, INC.
By: /s/ Michael R.D. Ashton
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Michael R.D. Ashton,
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 indicated on the dates indicated.
Signature Title Date
/s/ Edward D. Tweddell Chairman of the July 7, 1995
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Edward D. Tweddell
/s/ Lee Craker Chief Financial Officer July 7, 1995
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Lee Craker Accounting Officer)
/s/ Michael R.D. Ashton President, Chief Executive July 7, 1995
- ----------------------- Officer (Principal Executive
Michael R.D. Ashton Officer) and Director
/s/ Robert H. Bur Chief Operating Officer July 7, 1995
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Robert H. Bur
/s/ David Beretta Director July 7, 1995
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David Beretta
Director July , 1995
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Alan G. McGregor
/s/ Bruce T. Tully Director July 6, 1995
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Bruce T. Tully