-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bq+aB8yk5kZkzx3CZroI2+ZVmvVC/yk4G7SMs3XrCy/StH3ExDz11VsLQ6FzhHwn FL3QpmQ0ldgDzsdXaq4rAg== 0000897204-98-000081.txt : 19980331 0000897204-98-000081.hdr.sgml : 19980331 ACCESSION NUMBER: 0000897204-98-000081 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980330 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ CENTRAL INDEX KEY: 0001003642 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 650403311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48867 FILM NUMBER: 98577602 BUSINESS ADDRESS: STREET 1: CASTOR & KENSINGTON AVES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 BUSINESS PHONE: 2152892220 MAIL ADDRESS: STREET 1: CASTOR & KENSINGTON AVENUES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK KGAA /FI CENTRAL INDEX KEY: 0001004059 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 64271 DARMSTADT CITY: GERMANY HRB 6164 STATE: I8 FORMER COMPANY: FORMER CONFORMED NAME: MERCK KGAA /FI DATE OF NAME CHANGE: 19970219 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1){1} GLOBAL PHARMACEUTICAL CORPORATION _______________________________________________________________________________ (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ____________________________________________________________________ (Title of Class of Securities) 378922 10 8 ____________________________________________________________________ (CUSIP Number) KLAUS H. JANDER, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ____________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 19, 1998 ____________________________________________________________________ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) __________________________ {1} 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 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.) SCHEDULE 13D 378922 10 8 PAGE 2 OF 4 PAGES
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Merck KGaA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany 7 SOLE VOTING POWER 250,000 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 250,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 5.83% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D dated February 22, 1996 ("Schedule 13D") is filed by Merck KGaA in connection with its beneficial ownership of Common Stock, par value $0.01 per share, of Global Pharmaceutical Corporation, a Delaware corporation (the "Common Stock"). Schedule 13D is hereby amended as follows: ITEM 4. PURPOSE OF TRANSACTION ______________________ The first paragraph of Item 4 of the Schedule 13D is amended in its entirety to read as follows: "Originally, the principal purpose of the transactions described in Schedule 13D was, in part by means of an equity investment in the Issuer, to secure a secondary site manufacturer for its U.S. requirements of Genpharm, Inc., a Canadian corporation and indirect subsidiary of Merck KGaA ("Genpharm"), of the anti-ulcer drug product Ranitidine. Because Merck KGaA is currently meeting its requirements with its existing facilities, Merck KGaA no longer plans to maintain its equity investment in the Issuer." Item 4 is further amended by the addition of the following paragraphs: "Merck KGaA intends to dispose of all of the 150,000 shares of Common Stock that it currently owns (representing approximately 3.5% of the issued and outstanding Common Stock as of the date of this Amendment) as quickly as practically feasible in one transaction or in a series of transactions. Such disposition may be effected by means of open-market transactions or private sales. In addition, Merck KGaA intends to sell that certain Common Stock Warrant, No. A-1, Series A to Purchase Shares of Common Stock of Global Pharmaceutical Corporation, dated November 8, 1995 ("Warrant A") and that certain Common Stock Warrant, No. B-1, Series B to Purchase Shares of Common Stock of Global Pharmaceutical Corporation, dated November 8, 1995 ("Warrant B") as soon as practically feasible, most likely to a third party or parties in negotiated private transactions. Neither the purchase price or prices nor the actual date or dates on which such disposition of Common Stock, or Warrant A or Warrant B will occur can be predicted as of the date of this Amendment. Nor can assurances be given that Merck KGaA will be successful in disposing of its shares of Common Stock, or Warrant A or Warrant B. "Pursuant to Warrant A, the holder thereof is entitled, upon the terms and subject to the conditions set forth therein, to purchase 100,000 shares of Common Stock (representing approximately 2.33% of the issued and outstanding Common Stock as of the date of this Amendment) at a purchase price of $2.00 per share. Warrant A is exercisable, in whole or in part, on or after November 8, 1995, and on or prior to November 8, 2000. Pursuant to Warrant B, the holder thereof is entitled, upon the terms and subject to the conditions set forth therein, to purchase at a purchase price of $8.50 per share a number of shares of Common Stock not determinable as of the date hereof (but in no case to exceed a maximum of 700,000 shares of Common Stock), according to an earnings test based on gross profit, if any, earned by the Issuer in connection with the sales of Ranitidine (and any other products mutually agreed to by the Issuer and Merck KGaA) under that certain agreement between the Issuer and Genpharm, dated November 8, 1995, and amended December 15, 1995. Warrant B is exercisable, in whole or in part, on or after December 19, 1995, and on or prior to December 19, 2000." PAGE 3 OF 4 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. Date: March 30, 1998 MERCK KGAA By: /S/ KLAUS-PETER BRANDIS Name: Klaus-Peter Brandis Title: Senior Manager Legal Affairs PAGE 4 OF 4 PAGES
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