-----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, P4OGGrRcEOIct3PLnFkwuUITSxQeUYjLpSp9FpACJEw6LimKThqGAGntgXxXVrEn OAzxaROe/Xl1cldWpDfCWg== 0000908645-99-000011.txt : 19990111 0000908645-99-000011.hdr.sgml : 19990111 ACCESSION NUMBER: 0000908645-99-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 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: 99503590 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. 3 )* Global Pharmaceutical Corporation ----------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------------------- (Title of Class of Securities) 378922108 ----------------------------------------------------- (CUSIP Number) December 29, 1998 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is being filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP No. 378922108 13G Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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 - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 153,995 shares - See Item 4(a) BENEFICIALLY -------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 153,995 shares - See Item 4(a) -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 732,431 (*) - See Item 4(a) (*) 578,436 of these shares may be deemed to be beneficially owned for federal securities laws purposes by Frederick R. Adler, as a result of such shares being held by the Frederick R. Adler Intangible Asset Management Trust. - -------------------------------------------------------------------------------- CUSIP No. 378922108 13G Page 3 of 7 Pages 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3% (**) - See Item 4(a) (**) Excluding the shares held by the Frederick R. Adler Intangible Asset Management Trust, the Reporting Person would beneficially own 3.4% of the outstanding Common Stock. - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 378922108 13G Page 4 of 7 Pages Item 1. (a) Name of Issuer: Global Pharmaceutical Corporation (b) Address of Issuer's Principal Executive Offices: Castor and Kensington Avenues Philadelphia, Pennsylvania 19124 Item 2. (a) Name of Person Filing: Frederick R. Adler (b) Address of Principal Business Office: c/o Venad Management, Inc. 1520 South Ocean Boulevard Palm Beach, Florida 33480 (c) Citizenship: Mr. Adler is a citizen of the United States (d) Title of Class of Securities: Common Stock, par value $.01 (e) CUSIP Number: 378922108 Item 3. Not Applicable Item 4. Ownership. (a) Amount beneficially owned: The 732,431 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, 328,436 shares of Common Stock held by the Frederick R. Adler Intangible Asset Management Trust (the "Trust"), of which the Reporting Person is the beneficiary, and 250,000 shares of Common Stock held by the Trust 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 CUSIP No. 378922108 13G Page 5 of 7 Pages 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. For purposes of this filing, a conversion price of $2.00 per share was used, reflecting an average closing price of below $2.00 for the Common Stock for the five trading days prior to December 29, 1998. Mr. Adler may be deemed to beneficially own the shares of Common Stock held by the Trust for federal securities laws purposes. Mr. Adler disclaims beneficial ownership of the shares of Common Stock held by the Trust for purposes of Section 13 of the Securities Exchange Act of 1934 and for all other purposes. (b) Percent of class: See Item 11 of the cover page attached hereto and Item 4(a) above. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Item 5 of the cover page attached hereto and Item 4(a) above. (ii) Shared power to vote or to direct the vote: See Item 6 of the cover page attached hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page attached hereto and Item 4(a) above. (iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page 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 CUSIP No. 378922108 13G Page 6 of 7 Pages Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: January 8, 1999 By: /s/ Frederick R. Adler ------------------------------- Frederick R. Adler -----END PRIVACY-ENHANCED MESSAGE-----