-----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, G6OtXI7KkuE95IMtMeMqN80GFUIfQzZ7FCgErPbK67YrVP1FR/DdFhvMybYr1w+3 hjY/jcxWCU5x9rrALnA2rA== 0000950116-02-001708.txt : 20020806 0000950116-02-001708.hdr.sgml : 20020806 20020805164306 ACCESSION NUMBER: 0000950116-02-001708 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020805 GROUP MEMBERS: CCM INVESTMENTS LIMITED GROUP MEMBERS: CHEMICAL COMPANY OF MALAYSIA BERHAD GROUP MEMBERS: OH KIM SUN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPAX LABORATORIES INC 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: 1934 Act SEC FILE NUMBER: 005-49214 FILM NUMBER: 02719787 BUSINESS ADDRESS: STREET 1: 30831 HAYWARD AVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 2152892220 MAIL ADDRESS: STREET 1: CASTOR & KENSINGTON AVENUES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ DATE OF NAME CHANGE: 19951117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMPAX LABORATORIES INC 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 BUSINESS ADDRESS: STREET 1: 30831 HAYWARD AVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 2152892220 MAIL ADDRESS: STREET 1: CASTOR & KENSINGTON AVENUES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ DATE OF NAME CHANGE: 19951117 SC 13D/A 1 sc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A No. 3 UNDER THE SECURITIES EXCHANGE ACT OF 1934* IMPAX LABORATORIES, INC. (Name of Issuer) Common Stock, $0.01 par value --------------------------------------- (Title of Class of Securities) 45256B101 ----------------------------------------- (CUSIP NUMBER) Cornel C. Spiegler Impax Laboratories, Inc. 3735 Castor Avenue Philadelphia, PA 19124 215-289-2220 --------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 2002 ------------------------------- (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(b), 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. *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 ("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. 45256B101 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Chemical Company of Malaysia Berhad - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 5,093,150 BENEFICIALLY -------- --------------------------------------------- OWNED BY EACH 8. SHARED VOTING POWER REPORTING 333,333 PERSON WITH -------- --------------------------------------------- 9. SOLE DISPOSITIVE POWER 5,093,150 -------- --------------------------------------------- 10. SHARED VOTING POWER 333,333 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,426,483 shares of Common Stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% (See Item 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 2 - -------------------------------------------------------------------------------- CUSIP No. 45256B101 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Oh Kim Sun - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 14,509 BENEFICIALLY -------- --------------------------------------------- OWNED BY EACH 8. SHARED VOTING POWER REPORTING 5,426,483 PERSON WITH -------- --------------------------------------------- 9. SOLE DISPOSITIVE POWER 14,509 -------- --------------------------------------------- 10. SHARED VOTING POWER 5,426,483 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,440,992 shares of Common Stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% (See Item 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 3 - -------------------------------------------------------------------------------- CUSIP No. 45256B101 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON CCM Investments Limited - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY -------- --------------------------------------------- OWNED BY EACH 8. SHARED VOTING POWER REPORTING 333,333 PERSON WITH -------- --------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 -------- --------------------------------------------- 10. SHARED VOTING POWER 333,333 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 333,333 shares of Common Stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (See Item 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 4 STATEMENT PURSUANT TO RULE 13D-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This Amendment No. 3 to Schedule 13D originally filed on December 14, 1999, as amended by Amendment No. 1 thereto filed on November 7, 2000 and Amendment No. 2 thereto filed on March 15, 2001, with respect to the common stock, $.01 par value per share (the "Common Stock"), of Impax Laboratories, Inc., a Delaware corporation (the "Issuer") amends and restates Items 2, 3, 4 and 5 and Appendices 1 and 2, and supplements Items 6 and 7. Information in the original Schedule 13D remains in effect except to the extent that is superseded by subsequently filed information, including the information contained in this Amendment No. 3. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Terms used and not defined herein have the meaning ascribed to them in said Schedule 13D. Item 1. Security and Issuer. This Amendment No. 3 to the previously filed Schedule 13D relates to Common Stock of the Issuer. The address of the Issuer's principal executive office is 30831 Huntwood Avenue, Hayward, CA 94544. Item 2. Identity and Background. This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 hereto and incorporated herein by reference) by (i) Chemical Company of Malaysia Berhad ("CCM"), and (ii) Oh Kim Sun ("OKS"), and (iii) CCM Investments Limited ("CCMIL") (sometimes collectively referred to as the "Reporting Persons"). The information required by this Item for each of the Reporting Persons is set forth in Appendix I hereto. The information required by this Item for each officer, director and partner and each controlling person, if any, of such Reporting Person is set forth in Appendix 2 hereto. During the last five years prior to the date of this filing, none of the Reporting Persons or persons identified in Appendix 1 or Appendix 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations or prohibiting or mandating the activities subject to federal or state securities laws or finding a violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Global Pharmaceutical Corporation ("Global") and Impax Pharmaceuticals, Inc. ("Impax") entered into an Agreement and Plan of Merger, dated as of July 26, 1999 ("Merger Agreement"), pursuant to which Impax would merge into Global, with Global being the surviving corporation. The merger of Impax into Global was consummated on December 14, 1999 (the "Merger"). The Issuer's corporate existence was not affected by the Merger, but its certificate of incorporation was amended to increase the number of shares of Common Stock Issuer is authorized to issue and to change the name of the combined company to Impax Laboratories, Inc. 5 Effective with the Merger, the following shares and all rights with respect to those shares were converted into capital stock of the Issuer as described below: Each outstanding share of Impax Common Stock, Series A Preferred Stock and Series B Preferred Stock was converted into 3.3358 shares of Issuer Common Stock; Each outstanding share of Impax Series C Preferred Stock was converted into 5.849 shares of the Issuer's Common Stock; Every 20 outstanding shares of Impax Series D Preferred Stock was converted into one share of the Issuer's Series 1-B Preferred Stock; Each outstanding share of Global Series C Preferred Stock was converted into 50 shares of Issuer Common Stock; and Each outstanding share of Global Series D Preferred Stock was converted into one share of Issuer's Series 1-A Preferred Stock. CCM was the record and beneficial owner of 491,115 shares of Common Stock and 800,000 shares of Series D Preferred Stock of Impax. Consequently, as a result of the Merger, CCM became the record and beneficial owner of 2,872,532 shares of Issuer Common Stock and 40,000 shares of Issuer Series 1-B Preferred Stock (convertible into 2,668,624 shares of Issuer Common Stock). On March 23, 2000, CCM entered into the Stock Purchase Agreement (the "CCM Stock Purchase Agreement"), dated as of March 23, 2000, between the Issuer and CCM to purchase, for a total purchase price of $1,000,000, 10,000 shares of Series 2 Convertible Preferred Stock of the Issuer, $.01 par value per share (the "Series 2 Preferred Stock"). Such Series 2 Preferred Stock is convertible into 200,000 shares of Issuer Common Stock. CCM purchased the shares of Series 2 Preferred Stock with its working capital. On September 6, 2000, CCM entered into a sales agreement (the "Euroc II Sales Agreement") with Euroc II Venture Capital Corp. ("Euroc II") pursuant to which, on October 6, 2000, CCM purchased 2,200 shares of Series 1-B Preferred Stock from Euroc II, which is convertible into 146,775 shares of Issuer Common Stock, at a purchase price per common share equivalent of $5.70. CCM purchased the shares of Series 1-B Preferred Stock pursuant to the Euroc II Sales Agreement with its working capital. On September 6, 2000, CCM entered into a sales agreement (the "Euroc III Sales Agreement") with Euroc III Venture Capital Corp. ("Euroc III") (the Euroc II Sales Agreement and Euroc III Sales Agreement are herein collectively referred to as the "Sales Agreements") pursuant to which CCM, on October 6, 2000, purchased 4,500 shares of Series 1-B Preferred Stock from Euroc III, which is convertible into 300,222 shares of Issuer Common Stock, at a purchase price per common share equivalent of $5.70. CCM purchased the shares of Series 1-B Preferred Stock pursuant to the Euroc III Sales Agreement with its working capital. On November 28, 2000, CCMIL, an affiliate of CCM, entered into a Stock Purchase Agreement between the Issuer and CCMIL to purchase, for a total purchase price of $1,999,998, 333,333 shares of Issuer Common Stock. CCMIL purchased such shares of Common Stock with its working capital. In March 2001 CCM converted its shares of Series 1-B Preferred Stock into 2,804,057 shares of Issuer Common Stock. 6 In March 2001 CCM converted its shares of Series 2 Preferred Stock into 200,000 shares of Issuer Common Stock. On May 31, 2002 CCM sold 581,081 shares of Issuer Common Stock to North America Venture Fund, L.P. and 418,919 shares of Issuer Common Stock to American Major Industry Fund, L.L.C. On May 31, 2002 CCM sold an aggregate of 95,000 shares of Issuer Common Stock to Beechmont Company (28,100 shares), David Edwards (20,000 shares), Robert Zech (33,380 shares) and Robert L. Burr (13,600 shares). Item 4. Purpose of Transaction. (a) The shares of Issuer Common Stock deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons may dispose of or acquire securities of the Issuer, including Common Stock, depending upon the position of the market, the Issuer and other factors. Except as set forth above, none of the Reporting Persons nor, to the best of their knowledge, any person listed in Appendix I hereto, has any plans or proposals which relate to or would result in any other acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer. (b) None of the Reporting Persons, nor to the best of their knowledge, any person listed in Appendix 1 hereto, has any plans or proposals which relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) None of the Reporting Persons nor, to the best of their knowledge, any person listed in Appendix 1 hereto, has any plans or proposals which relate to or would result in a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries. None of the Reporting Persons nor, to the best of their knowledge, any person listed in Appendix 1 hereto, has any plans or proposals which relate to or would result (d) in any other changes in the board of directors or management of the Issuer, or which relate to or would result in: (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, By-Laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. The Reporting Persons retain the right to change their investment intent, to propose one or more possible transactions to the Issuer's board, to acquire additional shares of Issuer's preferred stock or common stock from time to time or to sell or otherwise dispose of all or part of the Issuer Common Stock beneficially owned by them in any manner permitted by law. In the event of a material change in the present plans or intentions of the Reporting Persons, the Reporting Persons will amend this Schedule 13D to reflect such change, to the extent required by law. 7 Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, CCM beneficially owns 5,426,483 shares, or 11.4%, of Issuer Common Stock. As of the date hereof, Oh Kim Sun directly and beneficially owns 14,509 shares of Issuer Common Stock. Because of Oh Kim Sun's ownership interest, and his role as Group Executive Director in CCM and his role as Group Executive Director in CCMIL, Oh Kim Sun may be deemed to beneficially own the shares of Issuer Common Stock owned by CCM and CCMIL. As of the date hereof, Oh Kim Sun may be deemed to own beneficially 5,440,992 shares, or 11.4%, of Issuer Common Stock. As of the date hereof, CCMIL beneficially owns 333,333 shares, or 0.7%, of Issuer Common Stock. (b) The information required by this paragraph is reflected on Lines 7-10 of each Reporting Person's cover page, incorporated herein by reference. The information required by Items 2 of this Schedule for each person with who the power to vote or direct a vote or to dispose or direct the disposition is shared is set forth in Appendix 1 and Appendix 2 hereto. (c) Except as disclosed in Item 3, none of the Reporting Persons has effected any transactions in the Common Stock during the last 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. Pursuant to the terms of a Sales Agreement, dated May 31, 2002, CCM sold 1,000,000 shares of Issuer Common Stock to North American Venture Fund, L.P. and American Major Industry Fund, L.L.C. Pursuant to the terms of a Sales Agreement, dated May 31, 2002, CCM sold 95,000 shares of Issuer Common Stock to Beechmont Company, David Edwards, Robert Zech and Robert L. Burr. Item 7. Material to be Filed as Exhibits. Exhibit 1. - Joint Filing Agreement. Exhibit 2. - Sales Agreement, dated May 31, 2002, between Chemical Company of Malaysia Berhad and North America Venture Fund, L.P. and American Major Industry Fund, L.L.C. Exhibit 3. - Sales Agreement, dated May 31, 2002, between Chemical Company of Malaysia Berhad and Beechmont Company, David Edwards, Robert Zech and Robert L. Burr. Appendix 1 - Address, Organization and Principal Business of Each Reporting Person Required by Item 2. Appendix 2 - Information About Each Reporting Person Required by Item 2. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and believe, I certify that the information set forth in this statement is true, complete and correct. July 31, 2002 CHEMICAL COMPANY OF MALAYSIA BERHAD /s/ Oh Kim Sun ----------------------------------------- Oh Kim Sun, Group Executive Director /s/ Oh Kim Sun ----------------------------------------- Oh Kim Sun CCM INVESTMENTS LIMITED /s/ Oh Kim Sun ----------------------------------------- Oh Kim Sun, Group Executive Director 9 APPENDIX 1 ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
REPORTING PERSON PRINCIPAL BUSINESS AND OFFICE PLACE OR ORIGIN - ------------------------------------ ----------------------------- --------------- Chemical Company of Malaysia Berhad Wisma Sime Darby Malaysia 14 Jalan Raja Laut P.O. Box 10284 50708 Kuala Lumpur Malaysia Oh Kim Sun Wisma Sime Darby Malaysia 14 Jalan Raja Laut P.O. Box 19284 50708 Kuala Lumpur Malaysia CCM Investments Limited Wisma Sime Darby Malaysia 14 Jalan Raja Laut P.O. Box 19284 50708 Kuala Lumpur Malaysia
APPENDIX 2 INFORMATION ABOUT REPORTING PERSONS REQUIRED BY ITEM 2
EXECUTIVE OFFICERS AND DIRECTORS OF CHEMICAL COMPANY OF MALAYSIA BERHAD ------------------------------------- Name:................................ Dato' Mohd Ibrahim bin Mohd Zain Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Non-executive Chairman Name:................................ Dato' Lim Say Chong Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Group Managing Director Name:................................ Oh Kim Sun Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Group Executive Director Name:................................ Hiu Woong Choong Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Executive Director Name:................................ Dato' Sadasivan s/o Nellayander Pillai Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Independent Non-executive Director Name:................................ Haji Hassan bin Jaafar Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Non-executive Director Name:................................ Dato' Tan Kay Hock Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Independent Non-executive Director
EXECUTIVE OFFICERS AND DIRECTORS OF CHEMICAL COMPANY OF MALAYSIA BERHAD ------------------------------------- Name:................................ Dato' David Chiu Citizenship: ........................ British Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Non-executive Director Name:................................ Paisol bin Ahmad Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Non-executive Director Name:................................ Khet Kok Yin Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Non-executive Director Name:................................ Ooi Boon Leong Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Independent Non-executive Director Name:................................ Hui Yin Fun Eva Citizenship: ........................ Chinese Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Alternate Director to Dato' David Chiu
EXECUTIVE OFFICERS AND DIRECTORS OF CHEMICAL COMPANY OF MALAYSIA BERHAD ------------------------------------- Name:................................ Oh Kim Sun Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Director Name:................................ Rama Devi a/p Sathyapalan Nair Citizenship: ........................ Malaysia Business Address:.................... 9th Floor, Wisma Sime Darby 14 Jalan Raja Laut 50350 Kuala Lumpur Malaysia Title:............................... Director
EX-1 3 ex1.txt EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to and in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree to jointly file the Schedule 13D/A No. 3 dated July 31, 2002 and any amendments thereto with respect to the beneficial ownership by each of the undersigned of shares of common stock of Impax Laboratories, Inc. Such joint filings may be executed by one or more of us on behalf of each of the undersigned. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Executed this 31st day of July, 2002. CHEMICAL COMPANY OF MALAYSIA BERHAD /s/ Oh Kim Sun ------------------------------------------ Oh Kim Sun, Group Executive Director /s/ Oh Kim Sun ------------------------------------------ Oh Kim Sun CCM INVESTMENTS LIMITED /s/ Oh Kim Sun ------------------------------------------ Oh Kim Sun, Group Executive Director EX-2 4 ex2.txt EXHIBIT 2 EXHIBIT 2 SALES AGREEMENT BETWEEN CHEMICAL COMPANY OF MALAYSIA BERHAD & NORTH AMERICA VENTURE FUND, L.P. & AMERICAN MAJOR INDUSTRY FUND, L.L.C. FOR SALE OF 1 MILLION COMMON STOCK IN IMPAX LABORATORIES INC.
1. Purchaser : North America Venture Fund L.P. American Major Industry Fund, L.L.C. 2. Seller : Chemical Company of Malaysia Berhad 3. Contract Date : 31 May 2002 4. Number of Shares Sold : 1,000,000 Common Stock of Impax Laboratories, Inc. 5. Sales Price : US$7.40 per share of common stock ------------------------------------- ------------------- -------------------- 6. Total contract amount : Amount No. of Shares ------------------------------------- ------------------- -------------------- North America Venture Fund, L.P. US$4,300,000 581,081 ------------------------------------- ------------------- -------------------- American Major Industry Fund, L.L.C. US$3,100,000 419,919 ------------------------------------- ------------------- -------------------- Total (net of bank charges) US$7,400,000 1,000,000 ------------------------------------------------------------------------------ 7. Start of Settlement Method : 3 June 2002 8. Abbreviations : Chemical Company of Malaysia Berhad CCM China Development Industrial Bank, Inc. CDIB North America Venture Fund, L.P. NAVF American Major Industry Fund, L.L.C. AMIF Impax Laboratories, Inc. Impax 9. Settlement Method : i) CCM sends a letter to Impax regarding the sale of shares together with stock certificate. ii) Impax will send a written confirmation to "CDIB" of its receipt of stock certificate and the letter regarding CCM's sale of 1 million shares to NAVF and AMIF. iii) Following CDIB's receipt of written confirmation from Impax, NAVF and AMIF will execute the transfer of sales proceeds to CCM. iv) CCM will confirm its receipt of sales proceeds to Impax who will then proceed with the shares transfer and deliver the shares in a certified form to NAVF and AMIF.
If the settlement method outlined in (i) to (iv) is not completed by 17 June 2002 (completion date), the purchaser and seller can by mutual consent agree to extend the completion date. If the completion date is not extended, then CCM will immediately return to NAVF and AMIF the amount deposited by NAVF and AMIF, together with all interest earned thereon, respectively on receipt of written confirmation by Impax that the transfer is invalidated and the shares certificates will be returned to CCM. If CCM shall fail to comply with its delivery requirements following the start of settlement method, then NAVF and AMIF shall have the right, by delivery of written notice to CCM and Impax, to require the immediate return of all amounts deposited by NAVF and AMIF, together with all interest earned thereon. 10. Bank Account : Bank JP Morgan Chase Bank, New York (Swift Code: CHASUS33) Account Name AAMB International (L) Ltd. Federal Territory Account No. 400-035405 Favouring CCM Investments Ltd. (A/C No.: ###-##-####) 11. Regulatory Approvals : Each company will comply with the appropriate SEC filing requirements within 45 days of contract date. 12. Time Zone : Malaysian and Taiwan time zone for the definition of specified dates. 13. Ownership of Shares : The Seller is the sole and beneficial owner of the Shares. The Seller owns the Shares free and clear of all liens and will deliver all of the Shares to be sold to the Purchaser under this Agreement free and clear of all liens. Agreed by: Agreed by: /s/ Oh Kim Sun /s/ Emily Chen - -------------------------------------------- -------------------------------------------- Oh Kim Sun, Group Executive Director Emily Chen, Managing Member Chemical Company of Malaysia Berhad North America Venture Fund, L.P. /s/ Chia-Hung Lee ----------------------------------- Chia-Hung Lee, Director American Major Industry Fund, L.L.C.
Date: 31 May 2002 EX-3 5 ex3.txt EXHIBIT 3 EXHIBIT 3 SALES AGREEMENT BETWEEN CHEMICAL COMPANY OF MALAYSIA BERHAD & BEECHMONT COMPANY, DAVID EDWARDS, ROBERT ZECH & ROBERT L. BURR FOR SALE OF 95,000 COMMON STOCK IN IMPAX LABORATORIES INC.
1. Purchaser : Beechmont Company, David Edwards, Robert Zech, Robert L. Burr 2. Seller : Chemical Company of Malaysia Berhad 3. Contract Date : 31 May 2002 4. Number of Shares Sold : 95,000 Common Stock of Impax Laboratories, Inc. 5. Sale Price : US$7.40 per share of common stock 6. Total contract amount : US$703,000 (free of bank charges) to be allocated as follows: Beechmont Company US$207,940 David Edwards US$148,000 Robert Zech US$246,420 Robert Burr US$100,640 7. Start of Settlement Method: : 3 June 2002 8. Abbreviations : Chemical Company of Malaysia Berhad CCM Beechmont Company, David Edwards, Robert Zech, Robert BC L. Burr Impax Laboratories, Inc. Impax 9. Settlement Method : i) CCM sends a letter to Impax regarding the sale of shares together with stock certificate. ii) Impax will send a written confirmation to BC of its receipt of stock certificate and the letter regarding CCM's sale of 95,000 shares. iii) Following BC's receipt of written confirmation from Impax, BC will execute the transfer of sales proceeds to CCM. iv) CCM will confirm its receipt of sales proceeds to Impax who will then proceed with the shares transfer and deliver the shares in certified form to BC.
If the settlement method outlined in (i) to (iv) is not completed by 17 June 2002 (completion date), the purchaser and seller can by mutual consent agree to extend the completion date. If the completion date is not extended, then CCM will return to BC the amount deposited by BC on receipt of written confirmation by Impax that the transfer is invalidated and the shares certificates will be returned to CCM. If CCM shall fail to comply with its delivery requirements following the start of settlement method, then BC shall have the right, by delivery of written notice to CCM and Impax, to require the immediate return of all amounts deposited by BC. 10. Bank Account : Bank JPMorgan Chase Bank, New York (Swift Code: CHASUS33) Account Name AMMB International (L) Ltd. Account No. 400-035405 Favouring CCM Investments Ltd. (A/C No.: ###-##-####) 11. Regulatory Approvals : Each party will comply with the appropriate SEC filing requirements within 45 days of contract date. 12. Time Zone : U.S. Eastern Standard Time for the definition of specified dates. 13. Ownership of Shares : The Seller is the sole and beneficial owner of the Shares. The Seller owns the Shares free and clear of all liens and will deliver all of the Shares to be sold to the Purchaser under this Agreement free and clear of all liens.
Agreed by: Agreed by: /s/ Oh Kim Sun /s/ Robert J. Gellert - -------------------------------------------- -------------------------------------------- Oh Kim Sun, Group Executive Director Robert J. Gellert, General Partner Chemical Company of Malaysia Berhad Beechmont Company /s/ David Edwards ----------------------------------- David Edwards /s/ Robert Zech -------------------------------------------- Robert Zech /s/ Robert L. Burr -------------------------------------------- Robert L. Burr
Date: 31 May 2002 -----END PRIVACY-ENHANCED MESSAGE-----