-----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, LoB2PPTA8WznV2Kffm6p7VIqgdCWFqoKHgHg/68oCkMureFcgL/TD9IAo5QFBwoc r4Y+lIJtxRiISXp5tp+2Dw== 0000908645-98-000078.txt : 19980218 0000908645-98-000078.hdr.sgml : 19980218 ACCESSION NUMBER: 0000908645-98-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 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 13G/A SEC ACT: SEC FILE NUMBER: 005-48867 FILM NUMBER: 98536933 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: ADLER FREDERICK R CENTRAL INDEX KEY: 0000919039 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 4076592001 MAIL ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Global Pharmaceutical Corporation (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 378922108 (CUSIP Number) Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick R. Adler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF SHARES 482,431 shares - See Item 4(a) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH 7 SOLE DISPOSITIVE POWER 482,431 shares - See Item 4(a) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,431 shares - See Item 4(a) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.8% - See Item 4(a) 12 TYPE OF REPORTING PERSON IN Item 1(a) NAME OF ISSUER: Global Pharmaceutical Corporation Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Castor and Kensington Avenues Philadelphia, Pennsylvania 19124 Item 2(a) NAME OF PERSON FILING: See Item 1 of the cover pages attached hereto Item 2(b) Address of Principal Business Office, or If none, residence: c/o Venad Management, Inc. 1520 South Ocean Boulevard Palm Beach, Florida 33480 Item 2(c) CITIZENSHIP: Mr. Adler is a citizen of the United States Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 Item 2(e) CUSIP NUMBER: 378922108 Item 3 Not Applicable. Item 4 OWNERSHIP: (a) Amount beneficially owned: The 664,249 shares of Common Stock beneficially owned by the Reporting Person includes 17,500 shares of Common Stock issuable upon exercise of a currently exercisable warrant, 136,495 shares held by 1520 Partners, Ltd., a limited partnership of which the Reporting Person is the general partner and 181,818 shares of Common Stock which are issuable upon the conversion of 5,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred"). The Series A Preferred is convertible at any time at the election of the holder into such numbers of shares of Common Stock as is determined by dividing the liquidation preference (initially set at $100 per share of Series A Preferred) by the lower of (a) $2.75 per share (subject to adjustment pursuant to the terms of the stock purchase agreement under which the shares were purchased) or (b) the average closing price of the Common Stock for the five trading days immediately preceding the day on which the holder elects to convert the shares of Series A Preferred, subject in all cases to adjustment for stock dividends, stock splits and other similar recapitalization events; but in no event less than $2.00 per share. (b) Percent of Class: See Item 11 of the cover page attached hereto and Item 4(a) above. (c) See Items 5 through 8 of the cover pages attached hereto Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: Not Applicable. SIGNATURES 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. February 12, 1998 /s/ Frederick R. Adler -----END PRIVACY-ENHANCED MESSAGE-----