SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - K/A3
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For Fiscal Year Ended October 1, 1994
Commission File Number 1-10827
PHARMACEUTICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3122182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE RAM RIDGE ROAD, SPRING VALLEY, NEW YORK 10977
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (914) 425-7100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
The New York Stock Exchange, Inc.
Common Stock $.01 par value The Pacific Stock Exchange, Inc.
--------------------------- --------------------------------
The New York Stock Exchange, Inc.
Common Stock Purchase Rights The Pacific Stock Exchange, Inc.
---------------------------- --------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Series A Convertible Preferred Stock, $.0001 par value
---------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days: Yes [x] No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
$130,772,610
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF DECEMBER 19, 1994 (ASSUMING SOLELY FOR PURPOSES OF THIS
CALCULATION THAT ALL DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ARE
"AFFILIATES").
14,593,395
Number of shares of common stock outstanding as of December 19, 1994
DOCUMENTS INCORPORATED BY REFERENCE
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
------- ----------------------------------------------------------------
(a)(1)&(2) Financial Statements.
See Index to Financial Statements after Signature Page.
(a)(3) Exhibits.
3.1 Certificate of Incorporation of the Registrant. (4)
3.1.1 Certificate of Amendment to the Certificate of Incorporation of
the Registrant, dated August 6, 1992--incorporated by reference
to the Registrant's Registration Statement on Form 8-A
(Commission File No. 0-20834), filed with the Commission
November 10, 1992.
3.2 By-Laws of the Registrant, as amended and restated. (3)
4 Rights Agreement, dated August 6, 1991, between the Registrant
and Midlantic National Bank, as Rights Agent. (5)
4.1 Amendment to Rights Agreement, dated as of April 27, 1992. (3)
10.1 1983 Stock Option Plan of the Registrant, as amended. (2)
10.2 1986 Stock Option Plan of the Registrant, as amended. (2)
10.3 1989 Directors' Stock Option Plan of the Registrant, as
amended. (5)
10.4 1989 Employee Stock Purchase Program of the Registrant. (7)
10.5 1990 Stock Incentive Plan of the Registrant, as amended. (2)
10.6 Form of Retirement Plan of Par. (12)
10.6.1 First Amendment to Par's Retirement Plan, dated October 26,
1984. (6)
10.7 Form of Retirement Savings Plan of Par. (12)
10.7.1 Amendment to Par's Retirement Savings Plan, dated July 26,
1984. (13)
10.7.2 Amendment to Par's Retirement Savings Plan, dated November 1,
1984. (13)
10.7.3 Amendment to Par's Retirement Savings Plan, dated September 30,
1985. (13)
10.8 Par Pension Plan, effective October 1, 1984. (4)
10.9 Employment Agreement, dated as of October 4, 1992, among the
Registrant, Par and Kenneth I. Sawyer. (1)
10.10 Lease Agreement between Par and the County of Rockland
Industrial Development Agency, dated as of October 1, 1984. (6)
10.10.1 Lessee Guaranty between Par and Midlantic National Bank, dated
as of October 1, 1984. (6)
10.10.2 Mortgage from County of Rockland Industrial Development Agency
to Midlantic National Bank, as Trustee, dated as of October 1,
1984. (13)
10.10.3 Security Agreement between County of Rockland Industrial
Development Agency and Midlantic National Bank, as Trustee,
dated as of October 1, 1984. (13)
10.11 Term Loan Agreement, dated September 18, 1987, between
Midlantic National Bank/North and Par. (11)
10.11.1 Note and Indenture, dated September 18, 1987, between Midlantic
National Bank/North and Par. (11)
10.12 Revolving Credit Agreement, dated February 20, 1992, between
Par and Midlantic National Bank. (1)
10.13 Agreement Concerning Term Loans, dated February 20, 1992,
between Par and Midlantic National Bank. (1)
10.14 Amendments to Term Note, dated February 20, 1992. (1)
10.15 Lease for premises located at 12 Industrial Avenue, Upper
Saddle River, New Jersey, between Par and Charles and Dorothy
Horton, dated October 21, 1978 and extension dated September
15, 1983. (12)
10.15.1 Extension of Lease, dated November 8, 1989, between Par and
Charles and Dorothy Horton relating to premises at 12
Industrial Avenue, Upper Saddle River, New Jersey. (9)
10.16 Lease, dated November 7, 1986, between Ramapo Corporate Park,
Inc. as landlord, and Par as tenant. (4)
10.16.1 Amendment by letter dated March 10, 1988 to the lease, dated
November 7, 1986, between Ramapo Corporate Park, Inc. as lessor
and Par as lessee. (10)
10.17 Lease, dated December 15, 1987, between Ram Ridge Estates Corp.
as lessor and Par as lessee. (10)
10.18 Standstill Agreements and Irrevocable Proxies, each dated May
29, 1990, between Par and each of Asrar Burney, Dulal
Chatterji, and Raja Feroz. (8)
10.19 Agreement of Purchase and Sale, dated June 4, 1992, among Quad,
Par, and The Liposome Company, Inc. (1)
10.19.1 Modification of Agreement of Purchase and Sale, dated July 24,
1992, among Quad, Par, and The Liposome Company, Inc. (1)
10.20 Employment Agreement, dated as of April 1, 1993, between Par
and Diana L. Sloane. (14)
10.21 Employment Agreement, dated as of May 19, 1993, between the
Registrant and Robert I. Edinger. (14)
10.22 Distribution Agreement, dated as of October 16, 1993, between
Genpharm, Inc., the Registrant and PRX Distributors, Ltd. (14)
10.23 Agreement, dated as of September 30, 1993, between National
Union Fire Insurance Company of Pittsburgh and Par. (14)
10.24 Settlement Agreement and Release, dated as of November 29,
1993, between Mylan Laboratories, Inc., the Registrant, Par and
Quad. (14)
10.25 Settlement Agreement and Release, dated as of January 6, 1994,
between Minnesota Mining & Manufacturing Company, Riker
Laboratories, Inc., the Registrant and Par. (14)
10.26 Settlement Agreement and Release, dated as of December 22,
1993, between United States Trading Corporation, Marvin
Sugarman, Liquipharm, Inc., the Registrant and Par. (14)
10.27 Letter Agreement, dated April 30, 1993, between the Generics
Group B.V. and Par.
10.28 Distribution Agreement, dated as of February 24, 1994, between
Sano Corporation, the Registrant and Par, as amended.
10.29 Mortgage and Security Agreement, dated May 4, 1994, between
Urban National Bank and Par. (15)
10.29.1 Mortgage Loan Note, dated May 4, 1994. (15)
10.29.2 Corporate Guarantee, dated May 4, 1994, by the Registrant to
Urban National Bank. (15)
10.30 Non-exclusive Distribution, Exclusive Supply Agreement, dated
as of September 13, 1994, between Mova Pharmaceutical
Corporation and Par.
10.31 Non-exclusive Distribution, Exclusive Supply Agreement, dated
as of September 13, 1994, between Mova Pharmaceutical
Corporation and Par.
10.32 Letter Agreement, dated as of October 13, 1994, between Par and
Robert I. Edinger. (16)
10.33 Term Loan Agreement, dated as of November 29, 1994, between
Midlantic Bank, NA and Par. (16)
10.34 Amended and Restated Revolving Credit Agreement, dated as of
November 29, 1994, between Midlantic Bank, NA and Par. (16)
10.34.1 Revolving Loan Note, dated November 29, 1994. (16)
10.35 Amended and Restated Agreement Concerning Term Loans, dated as
of November 29, 1994, between Midlantic Bank, NA and Par. (16)
11 Computation of per share data. (16)
21 Subsidiaries of the Registrant. (16)
23 Consent of Richard A. Eisner & Company, LLP.
27 Financial Data Schedule. (16)
----------------------------------
(1) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Annual Report on Form 10-K
(Commission File No. 1-10827) for the year ended October 3, 1992
and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Proxy Statement dated August 10,
1992 and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as
an Exhibit to Amendment No. 1 on Form 8 to the Registrant's
Registration Statement on Form 8-B, filed May 15, 1992, and
incorporated herein by reference.
(4) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Annual Report on Form 10-K
(Commission File No. 1-10827) for the year ended September 28,
1991 and incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Proxy Statement dated August 14,
1991 and incorporated herein by reference.
(6) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K (Commission File
No. 1-9449) for the year ended September 29, 1990 and
incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Proxy Statement dated August 16, 1990 and
incorporated herein by reference.
(8) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Current Report on Form 8-K dated May 29, 1990
and incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1989 and
incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1988 and
incorporated herein by reference.
(11) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1987 and
incorporated herein by reference.
(12) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Registration Statement on Form S-1 (No. 2-
86614) and incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Registration Statement on Form S-1 (No. 33-
4533) and incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrants' Annual Report on Form 10-K
(Commission File No. 1-10827) for the year ended October 2, 1993
and incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Quarterly Report on Form 10-Q
(Commission File No. 1-10827) for the quarter ended April 2, 1994
and incorporated herein by reference.
(16) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Annual Report on Form 10-K, as
amended (Commission File No. 1-10827), for the year ended October
1, 1994 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 26, 1994 PHARMACEUTICAL RESOURCES, INC.
------------------------------
(REGISTRANT)
By:/s/ Kenneth I. Sawyer
-------------------------------
Kenneth I. Sawyer, Director
President and Chief Executive
Officer (Principal Executive
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kenneth I. Sawyer President, Chief Executive Officer,
- ----------------------- and Chairman of the Board of Directors October 26, 1995
Kenneth I. Sawyer
/s/ Robert I. Edinger Vice President, Chief Financial Officer
- ----------------------- and Secretary (Principal Accounting and October 26, 1995
Robert I. Edinger Financial Officer)
/s/ Mark Auerbach Director October 26, 1995
- -----------------------
Mark Auerbach
/s/ Mony Ben-Dor Director October 26, 1995
- -----------------------
Mony Ben-Dor
Director
- -----------------------
Andrew Maguire
/s/ H. Spencer Matthews Director October 26, 1995
- -----------------------
H. Spencer Matthews
/s/ Robin O. Motz Director October 26, 1995
- -----------------------
Robin O. Motz
Director
- -----------------------
Melvin Van Woert
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
3.1 Certificate of Incorporation of the Registrant. (4)
3.1.1 Certificate of Amendment to the Certificate of Incorporation of
the Registrant, dated August 6, 1992--incorporated by reference
to the Registrant's Registration Statement on Form 8-A
(Commission File No. 0-20834), filed with the Commission
November 10, 1992.
3.2 By-Laws of the Registrant, as amended and restated. (3)
4 Rights Agreement, dated August 6, 1991, between the
Registrant and Midlantic National Bank, as Rights Agent. (5)
4.1 Amendment to Rights Agreement, dated as of April 27, 1992. (3)
10.1 1983 Stock Option Plan of the Registrant, as amended. (2)
10.2 1986 Stock Option Plan of the Registrant, as amended. (2)
10.3 1989 Directors' Stock Option Plan of the Registrant, as amended.
(5)
10.4 1989 Employee Stock Purchase Program of the Registrant. (7)
10.5 1990 Stock Incentive Plan of the Registrant, as amended. (2)
10.6 Form of Retirement Plan of Par. (12)
10.6.1 First Amendment to Par's Retirement Plan, dated October 26,
1984. (6)
10.7 Form of Retirement Savings Plan of Par. (12)
10.7.1 Amendment to Par's Retirement Savings Plan, dated July 26, 1984.
(13)
10.7.2 Amendment to Par's Retirement Savings Plan, dated November 1,
1984. (13)
10.7.3 Amendment to Par's Retirement Savings Plan, dated September 30,
1985. (13)
10.8 Par Pension Plan, effective October 1, 1984. (4)
10.9 Employment Agreement, dated as of October 4, 1992, among the
Registrant, Par and Kenneth I. Sawyer. (1)
10.10 Lease Agreement between Par and the County of Rockland
Industrial Development Agency, dated as of October 1, 1984. (6)
10.10.1 Lessee Guaranty between Par and Midlantic National Bank, dated
as of October 1, 1984. (6)
10.10.2 Mortgage from County of Rockland Industrial Development Agency
to Midlantic National Bank, as Trustee, dated as of October 1,
1984. (13)
10.10.3 Security Agreement between County of Rockland Industrial
Development Agency and Midlantic National Bank, as Trustee,
dated as of October 1, 1984. (13)
10.11 Term Loan Agreement, dated September 18, 1987, between Midlantic
National Bank/North and Par. (11)
EXHIBIT NO. PAGE NO.
10.11.1 Note and Indenture, dated September 18, 1987, between Midlantic
National Bank/North and Par. (11)
10.12 Revolving Credit Agreement, dated February 20, 1992, between Par
and Midlantic National Bank. (1)
10.13 Agreement Concerning Term Loans, dated February 20, 1992,
between Par and Midlantic National Bank. (1)
10.14 Amendments to Term Note, dated February 20, 1992. (1)
10.15 Lease for premises located at 12 Industrial Avenue, Upper Saddle
River, New Jersey, between Par and Charles and Dorothy Horton,
dated October 21, 1978 and extension dated September 15, 1983.
(12)
10.15.1 Extension of Lease, dated November 8, 1989, between Par and
Charles and Dorothy Horton relating to premises at 12 Industrial
Avenue, Upper Saddle River, New Jersey. (9)
10.16 Lease, dated November 7, 1986, between Ramapo Corporate Park,
Inc. as landlord, and Par as tenant. (4)
10.16.1 Amendment by letter dated March 10, 1988 to the lease, dated
November 7, 1986, between Ramapo Corporate Park, Inc. as lessor
and Par as lessee. (10)
10.17 Lease, dated December 15, 1987, between Ram Ridge Estates Corp.
as lessor and Par as lessee. (10)
10.18 Standstill Agreements and Irrevocable Proxies, each dated May
29, 1990, between Par and each of Asrar Burney, Dulal Chatterji,
and Raja Feroz. (8)
10.19 Agreement of Purchase and Sale, dated June 4, 1992, among Quad,
Par, and The Liposome Company, Inc. (1)
10.19.1 Modification of Agreement of Purchase and Sale, dated July 24,
1992, among Quad, Par, and The Liposome Company, Inc. (1)
10.20 Employment Agreement, dated as of April 1, 1993, between Par and
Diana L. Sloane. (14)
10.21 Employment Agreement, dated as of May 19, 1993, between the
Registrant and Robert I. Edinger. (14)
10.22 Distribution Agreement, dated as of October 16, 1993, between
Genpharm, Inc., the Registrant and PRX Distributors, Ltd. (14)
10.23 Agreement, dated as of September 30, 1993, between National
Union Fire Insurance Company of Pittsburgh and Par. (14)
10.24 Settlement Agreement and Release, dated as of November 29, 1993,
between Mylan Laboratories, Inc., the Registrant, Par and Quad.
(14)
10.25 Settlement Agreement and Release, dated as of January 6, 1994,
between Minnesota Mining & Manufacturing Company, Riker
Laboratories, Inc., the Registrant and Par. (14)
EXHIBIT NO. PAGE NO.
10.26 Settlement Agreement and Release, dated as of December 22, 1993,
between United States Trading Corporation, Marvin Sugarman,
Liquipharm, Inc., the Registrant and Par. (14)
10.27 Letter Agreement, dated April 30, 1993, between the Generics
Group B.V. and Par.
10.28 Distribution Agreement, dated as of February 24, 1994, between
Sano Corporation, the Registrant and Par, as amended.
10.29 Mortgage and Security Agreement, dated May 4, 1994, between
Urban National Bank and Par. (15)
10.29.1 Mortgage Loan Note, dated May 4, 1994. (15)
10.29.2 Corporate Guarantee, dated May 4, 1994, by the Registrant to
Urban National Bank. (15)
10.30 Non-exclusive Distribution, Exclusive Supply Agreement, dated as
of September 13, 1994, between Mova Pharmaceutical Corporation
and Par.
10.31 Non-exclusive Distribution, Exclusive Supply Agreement, dated as
of September 13, 1994, between Mova Pharmaceutical Corporation
and Par.
10.32 Letter Agreement, dated as of October 13, 1994, between Par and
Robert I. Edinger. (16)
10.33 Term Loan Agreement, dated as of November 29, 1994, between
Midlantic Bank, NA and Par. (16)
10.34 Amended and Restated Revolving Credit Agreement, dated as of
November 29, 1994, between Midlantic Bank, NA and Par. (16)
10.34.1 Revolving Loan Note, dated November 29, 1994. (16)
10.35 Amended and Restated Agreement Concerning Term Loans, dated as
of November 29, 1994, between Midlantic Bank, NA and Par. (16)
11 Computation of per share data. (16)
21 Subsidiaries of the Registrant. (16)
23 Consent of Richard A. Eisner & Company, LLP.
27 Financial Data Schedule. (16)
- --------------------------------------------------
(1) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Annual Report on Form 10-K
(Commission File No. 1-10827) for the year ended October 3, 1992
and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Proxy Statement dated August 10,
1992 and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as
an Exhibit to Amendment No. 1 on Form 8 to the Registrant's
Registration Statement on Form 8-B, filed May 15, 1992, and
incorporated herein by reference.
(4) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant'sAnnual Report on Form 10-K
(Commission File No. 1-10827) for the year ended September 28,
1991 and incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Proxy Statement dated August 14,
1991 and incorporated herein by reference.
(6) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K (Commission File
No. 1-9449) for the year ended September 29, 1990 and
incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Proxy Statement dated August 16, 1990 and
incorporated herein by reference.
(8) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Current Report on Form 8-K dated May 29, 1990
and incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1989 and
incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1988 and
incorporated herein by reference.
(11) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Annual Report on Form 10-K for 1987 and
incorporated herein by reference.
(12) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Registration Statement on Form S-1 (No. 2-
86614) and incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as
an Exhibit to Par's Registration Statement on Form S-1 (No. 33-
4533) and incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrants' Annual Report on Form 10-K
(Commission File No. 1-10827) for the year ended October 2, 1993
and incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Quarterly Report on Form 10-Q
(Commission File No. 1-10827) for the quarter ended April 2, 1994
and incorporated herein by reference.
(16) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Registrant's Annual Report on Form 10-K, as
amended (Commission File No. 1-10827), for the year ended October
1, 1994 and incorporated herein by reference.