-----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, VGHv8uBrsYpT6MIcF54/2YD0XmIhMsDrdICJhWMFTz8YMMQDxn6HjLtfGDplwa6N hw0xktUTN6QuCiWQX5P76g== 0000950124-97-004589.txt : 19970912 0000950124-97-004589.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950124-97-004589 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970903 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARACO PHARMACEUTICAL LABORATORIES LTD CENTRAL INDEX KEY: 0000887708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382505723 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51501 FILM NUMBER: 97674416 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DR CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOLIAT JAY F CENTRAL INDEX KEY: 0001000395 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1411 N WOODWARD AVE STREET 2: SUITE 300 CITY: BIRMINGHAM STATE: MI ZIP: 48009 BUSINESS PHONE: 8106450800 MAIL ADDRESS: STREET 1: 1411 N WOODARD AVENUE SUITE 300 CITY: BIRMINGHAM STATE: MI ZIP: 48009 SC 13D/A 1 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* CARACO PHARMACEUTICAL LABORATORIES, LTD. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 14075T 10 7 -------------------- (CUSIP Number) Jay F. Joliat 1411 N. Woodward, Ste 300 Birmingham, MI 42009 With a copy to: Fred B. Green, Esq. Seyburn, Kahn, Ginn, Bess, Deitch and Serlin, P.C. 2000 Town Center Suite 1500 Southfield, Michigan 48075 248-353-7620 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 20, 1997 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). 2 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 2 OF 15 PAGES ----------- ----- ----- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay F. Joliat - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,855,391 (See Item 5) NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- (See Item 5) EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,855,391 (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - ------------------------------------------------------------------------------- 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,855,391 (See Item 5) - ------------------------------------------------------------------------------- 11 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 3 OF 15 PAGES ------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay F. Joliat Qualified Terminable Interest Marital Trust u/a/d 4-8-82 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,855,391 (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,855,391 (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,855,391 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (Trust) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 4 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 4 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David A. Hagelstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF and BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,484,152 (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,484,152 (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,152 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 5 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David A. Hagelstein - Trust u/a/d 10-27-93 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF and BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,484,152 (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,484,152 (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,152 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (Trust) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 6 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shantilal N. Shanghvi - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,300,000 (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,300,000 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 7 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dilip S. Shanghvi - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,300,000 (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,300,000 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 8 OF 15 PAGES ------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sudhir V. Valia - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,300,000 (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,300,000 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 9 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 9 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Narendra N. Borkar - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,300,000 (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,300,000 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 10 SCHEDULE 13D CUSIP NO. 14075T 10 7 PAGE 10 OF 15 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sun Pharmaceutical Industries Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- (See Item 5) OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,300,000 (See Item 5) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- (See Item 5) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,300,000 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 11 PAGE 11 OF 15 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, without par value (the "Shares"), of Caraco Pharmaceutical Laboratories, Ltd., a Michigan corporation (the "Company"). The principal executive offices of the Company are located at 1150 Elijah McCoy Drive, Detroit, Michigan 48202. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed jointly by each of the following persons pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange Commission (the "SEC") under Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"): (i) Jay F. Joliat Qualified Terminable Interest Marital Trust u/a/d 4-8-82 (the "Joliat Trust"), (ii) Jay F. Joliat, individually and as trustee of the Joliat Trust ("Joliat"), (iii) David A. Hagelstein Trust u/a/d 10-27-93 (the "Hagelstein Trust"), (iv) David A. Hagelstein, individually and as trustee of the Hagelstein Trust ("Hagelstein"), (v) Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India ("Sun"), (vi) Shantilal N. Shanghvi, the Chairman of Sun ("S. Shanghvi"), (vii) Dilip S. Shanghvi, the major shareholder and a director of Sun ("D. Shanghvi"), (viii) Sudhir V. Valia, a director of Sun ("Valia"), and (ix) Narendra N. Borkar, a director of Sun ("Borkar"). The Joliat Trust, Joliat, the Hagelstein Trust, Hagelstein, Sun, D. Shanghvi, S. Shanghvi, Valia and Borkar are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. By their signature on this statement, each of the Reporting Persons agrees that this statement is filed on behalf of such Reporting Person. The Reporting Persons are parties to a Voting Agreement (as defined in Item 6) and, accordingly, may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons expell disclaim that they have agreed to act as a group other than as described in this statement. Joliat Trust and Joliat (b)-(c) Mr. Joliat's business address is 1411 North Woodward Avenue, Suite 300, Birmingham, Michigan 48009. His present principal occupation or employment is Chairman of the Board, Chief Executive Officer and Treasurer of the Beefcarver Restaurants, Inc., a restaurant corporation and Chairman of the Board, President and Chief Executive Officer of Joliat & Company, a private investment company. Hagelstein Trust and Hagelstein (b)-(c) Mr. Hagelstein's business address is 1411 North Woodward Avenue, Suite 313, Birmingham, Michigan 48009. His present principal occupation or employment is as a private investor. Sun (b)-(c) Sun is a corporation organized under the laws of India. Sun is a specialty pharmaceutical company. Sun's business address is Synergy House Subhanpura Gorwa Road, Baroda, 390-007 India. Pursuant to Instruction C to Schedule 13D under the Act, the directors and executive officers of Sun and their respective business addresses and present principal occupations are set forth below:
Name Address Occupation - ---- ------- ---------- S. Shanghvi Synergy House Subhanpura Chairman of Gorwa Road, Baroda the Board 390-007 India D. Shanghvi Synergy House Subhanpura Managing Director Gorwa Road, Baroda and Director 390-007 India Valia Synergy House Subhanpura Director and Gorwa Road, Baroda Director of Finance 390-007 India Borkar Synergy House Subhanpura Director Gorwa Road, Baroda 390-007 India Shreenivas Lanka Synergy House Subhanpura Vice President Gorwa Road, Baroda of Marketing 390-007 India
12 PAGE 12 OF 15 (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Joliat Trust is a Michigan trust and Joliat is a citizen of the United States. Hagelstein Trust is a Michigan trust and Hagelstein is a citizen of the United States. Sun is a corporation organized under the laws of India and each of its executive officers and directors named in this Item 2 are citizens of India. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds or other consideration used or to be used by Sun to purchase Shares consists of working capital of Sun. The 5,300,000 Shares acquired by Sun have been purchased with an initial payment of $2,000,000 with the balance of $5,500,000 to be paid thereafter. Payment of the balance may be effectuated through delivery of irrevocable letters of credit. Sun has also entered into a products agreement with the Company pursuant to which Sun is to provide the Company with the technology with respect to generic pharmaceutical products in return for Shares if certain conditions are satisfied. In October 1995, the Joliat Trust purchased 100,000 Shares at a price of $2.50 per Share in a private purchase. In March 1996, the Joliat Trust converted a $250,000 loan to the Company into 111,111 Shares ($2.25 per Share) and, in connection therewith, Joliat received warrants for 486,666 Shares at an exercise price of $2.62 per Share. In March 1996, the Joliat Trust purchased 100,000 Shares at a price of $2.25 per Share in a private purchase. In May 1996, the Joliat Trust purchased 250,000 Shares at a price of $2.00 per Share in a private purchase. In May 1996, Joliat was awarded 1,100 Shares as a director of the Company. In July 1996, the Joliat Trust purchased 800 Shares at a price of $2.28 per Share on the open market. In August 1996, the Joliat Trust purchased 800 Shares at a price of $2.60 per share on the open market. In December 1996, the Joliat Trust purchased 1,200 Shares at a price of $2.46 per Share on the open market. In June 1997, Joliat was awarded 1,900 Shares as a director of the Company. The source and amount of funds or other consideration used or to be used by Joliat to purchase Shares are the funds of the Joliat Trust. In June 1995, the Hagelstein Trust purchased 616,000 Shares at a price of $1.25 per Share in a private purchase. 584,000 of such Shares were purchased through the conversion of $730,000 in loans to the Company. Such loans were made by the Hagelstein Trust through borrowings from Comerica Bank. In October 1995, the Hagelstein Trust purchased 40,000 Shares at a price of $2.50 per Share in a private purchase. In March 1996, the Hagelstein Trust purchased 130,000 Shares at a price of $2.25 per Share in a private purchase. In May 1996, Hagelstein was awarded 900 Shares as a director of the Company. In September 1996, the Hagelstein Trust purchased 7,000 Shares at prices ranging between $1.12 - $1.25. In June 1997, Hagelstein was awarded 1,700 Shares as a director of the Company. The source and amount of funds or other consideration used or to be used by Hagelstein to purchase Shares are personal funds or other consideration and/or the funds of the Hagelstein Trust, and, as disclosed, through loans made in the ordinary course of business from Comerica Bank. See Item 5 with respect to certain options and warrants issued to Joliat and Hagelstein. ITEM 4. PURPOSE OF TRANSACTION. The Joliat Trust, Joliat, the Hagelstein Trust and Hagelstein have acquired their Shares for investment purposes. Sun has acquired its Shares in order to gain entry into the United States generic pharmaceutical marketplace. As disclosed in Item 6, the Joliat Trust, the Hagelstein Trust and Sun have entered into a Voting Agreement pursuant to which, among other things, Sun may designate a majority of the directors of the Board of Directors of the Company and the Joliat Trust and the Hagelstein Trust may each designate one director. In addition, as disclosed in Item 6, the Joliat Trust and the Hagelstein Trust have agreed to vote in accordance with Sun's directors with respect to certain shareholder matters. The Voting Agreement also provides that the Executive Committee shall consist of three directors, two selected by Sun and one selected by the Joliat Trust and the Hagelstein Trust. In connection with the foregoing, the Board of Directors has appointed a Chief Executive Officer proposed by Sun and Sun intends to designate up to a majority of the members of the Board of Directors and to select a Chairman of the Board therefrom. In connection with Sun's acquisition of Shares, the Bylaws of Caraco were amended and restated to accommodate the foregoing. In addition, the Bylaws were amended and restated to require a two-thirds (2/3rds) vote of the entire Board of Directors to approve: (i) the sale or disposition of all or substantially all of the assets of the Company; (ii) the liquidation, winding up or dissolution of the Company; (iii) the issuance of or receipt of subscription for any capital stock of the Company to Sun and/or its affiliates; and (iv) the amendment of the Company's Articles and Bylaws. As disclosed in Item 3, Sun has entered into a products agreement with the Company pursuant to which Sun is to provide the Company with the technology with respect to generic pharmaceutical products in return for shares if certain conditions are satisfied. If all or a portion of the balance of the $5,500,000 owed to the Company by Sun for the Shares disclosed in Item 3, payable in three payments of $2,000,000, $2,000,000 and $1,500,000 is not timely made, the Company may cancel the 1,413,333 Shares, 1,413,333 Shares and 1,060,001 Shares, respectively, relating to such payments, pursuant to a pledge agreement between the Company and Sun. In connection with Sun's acquisition of the Shares, the Joliat Trust and the Hagelstein Trust have agreed that following the receipt of the next $2,000,000 payment by Sun to the Company, that each will return to the Company up to 250,000 Shares each without any consideration from the Company therefor. In connection therewith, the Joliat Trust has agreed to deem a loan from the Joliat Trust to the Company of $150,000 in April 1997, paid in full, and as a result thereof, the Joliat Trust will be deemed to have "returned" to the Company 150,000 Shares of the 250,000 Shares to be returned. In addition, with respect to loans to the Company of (i) $100,000 in August 1996, $300,000 in October 1996, $100,000 in November 1996, $100,000 in January 1997, and $300,000 in February 1997 from the Joliat Trust and (ii) $100,000 in August 1996, $90,000 in November 1996 and $200,000 in February 1997 from the Hagelstein Trust, the Company and the Joliat Trust and the Hagelstein Trust, respectively, have agreed to (A) extend the maturity date of the loans to August 1, 1999, (B) to pre-pay in Shares the interest due on the loans through August 1, 1999 at $1.50 per Share, and (C) to provide the Joliat Trust and the Hagelstein Trust with an option to convert the principal into Shares at $1.50 per Share. Based on the foregoing, the prepayment of interest in Shares (which, is anticipated, will occur in the very near future) will result in the Joliat Trust and the Hagelstein Trust receiving 159,543 Shares and 68,007 Shares, respectively. The Joliat Trust and the Hagelstein Trust have also agreed not to dispose of their Shares for a period of four years without the consent of Sun, and thereafter for a period of three years to give Sun a right of first refusal or the sale of their Shares. The restriction on disposition of their shares for the four year period terminates in the event of (i) any sale of Shares by Sun to anyone other than an affiliate; (ii) approval by the Board of the Company of a merger, consolidation, or sale of substantially all of the assets of the Company to another entity; or (iii) a tender offer for the Shares. At this time, except as disclosed above, the Reporting Persons have no plans or proposals which relate to or would result in: (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company; (2) a sale or transfer of a material amount of assets of the Company; (3) any material change in the present capitalization or dividend policy of the Company; (4) any other material change in the Company's business or corporate structure; (5) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (6) the Shares becoming eligible for termination pursuant to Section 12(g)(4) of the Act; or (7) any action similar to those enumerated above. 13 PAGE 13 OF 15 ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER The following information is provided in response to Item 5 of Schedule 13D and is based on a total of 13,151,506 Shares outstanding (based on the acquisition by Sun of 5,300,000 Shares on August 20, 1997, on information from the Company as to the number of Shares outstanding as of August 20, 1997. (a)-(b) Sun acquired beneficial ownership of 5,300,000 Shares on August 20, 1997 at a price of approximately $1.415 per share. This constitutes approximately 40.3% of the Company's outstanding Shares. By virtue of the relationship between S. Shanghvi, D. Shanghvi, Valia, and Borkar and Sun, such individuals may be deemed to possess indirect beneficial ownership of and share the power to vote or direct the vote of the Shares of Sun. Also, by virtue of the above disclosed relationships, Sun, D. Shanghvi, S. Shanghvi, Valia and Borkar may be deemed to share the power to vote or direct the vote and the power to dispose or to direct the disposition of the Shares. However, such individuals disclaim beneficial ownership of (and the power to vote or direct the vote of) the Shares beneficially owned by Sun. (a)-(b) Joliat, individually and as trustee of the Joliat Trust, beneficially owns 1,855,391 Shares (constituting approximately 13.0% of the Company's outstanding Shares) with sole power to vote or direct the vote and sole power to dispose or direct the disposition of the Shares. See Item 6, however, with respect to the agreement by Joliat to vote on certain matters in accordance with Sun's directions. The 1,855,391 Shares beneficially owned by Joliat include: (i) 285,714 shares of Series A Preferred Stock convertible on a one-for-one basis into Shares; (ii) warrants to purchase 65,000 Shares which are exercisable through December 31, 2004 at an exercise price of $3.50 per Share; (iii) warrants granted to Joliat in connection with a loan to the Company (subsequently converted into Shares) to purchase 486,666 shares exercisable through March 31, 2000 at an exercise price of $2.62 per Share; (iv) an option granted to Joliat in connection with a loan to the Company to purchase 225,000 Shares which are exercisable through October 18, 2006 at an exercise price of $1.31 per Share; and (v) options received in his capacity as a Director of the Company for 6,000 Shares at an exercise price of $5.00 per Share. (a)-(b) Hagelstein, individually as trustee of the Hagelstein Trust, beneficially owns 1,484,152 Shares (constituting approximately 11.1% of the Company's outstanding Shares) with sole power to vote or direct the vote and sole power to dispose or direct the disposition of the Shares. See Item 6, however, with respect to the agreement by Hagelstein to vote on certain matters in accordance with Sun's directions. The 1,484,152 Shares beneficially owned by Hagelstein include: (i) an option for 224,158 Shares at an exercise price of $1.50 per share expiring February 20, 2002 in exchange for cancellation of more expensive options totalling 224,158 Shares in connection with Hagelstein's agreement to return up to 250,000 Shares to the Company (disclosed in Item 4); (ii) options received in his capacity as a Director of the Company for 6,000 Shares at an exercise price of $5.00 per Share; and (iii) a warrant to purchase 5,000 Shares exercisable until February 11, 1999 at $6.75 per Share. 14 PAGE 14 OF 15 (c) Except with respect to Sun's acquisition of 5,300,000 Shares described above, none of the Reporting Persons has effected any transactions in Shares during the preceding 60 days. (d) Except as described above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As disclosed in this Schedule 13D, Sun, the Joliat Trust and the Hagelstein Trust have entered into a Voting Agreement dated August 20, 1997. The general terms of the Voting Agreement have been disclosed above, which disclosure is incorporated herein, with respect to Sun's right to select a majority of the Company's directors, Sun's right to appoint a majority of the directors to the Executive Committee, Joliat's and Hagelstein's agreement not to sell their Shares for a period of four years without Sun's consent, and Sun's right of first refusal of the sale of Joliat's and Hagelstein's Shares. In addition, the Voting Agreement provides that neither Hagelstein nor Joliat shall sell their Shares to any competitor or distributor or business associate of the Company without Sun's consent. Joliat and Hagelstein have also agreed that they will vote in accordance with Sun's directors with respect to any matter relating to the investment, merger, alliance, share dilution, appointment of key employees, major restructuring or reorganizing, bank borrowing, funding or giving credit. In the event that Sun sells more than 30% of the outstanding Shares of the Company within four years from the date of the Voting Agreement or if Sun defaults in its pledge agreement with the Company (see Item 4) subject to certain conditions, the Board of Directors shall be reconstituted in accordance with the Share ownership of Sun, the Joliat Trust and the Hagelstein Trust. In addition, the Executive Committee shall be reconstituted so that it consists of one director designated by Sun and two directors designated by the Joliat Trust and the Hagelstein Trust. In the event that Sun owns less than 10% of the outstanding Shares of the Company, the Voting Agreement shall terminate. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed with this statement: Exhibit 1: Joint Statement Agreement Exhibit 2: Voting Agreement dated August 20, 1997. 15 PAGE 15 OF 15 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: September 2, 1997 Jay F. Joliat Qualified Terminable Interest Marital Trust u/a/d 4-8-82 By: /s/ Jay F. Joliat ---------------------------------- Jay F. Joliat, Trustee David A. Hagelstein Trust u/a/d 10-27-93 By: /s/ David A. Hagelstein ---------------------------------- David A. Hagelstein, Trustee Sun Pharmaceutical Industries Limited By: /s/ Dilip S. Shanghvi ---------------------------------- Dilip S. Shanghvi, Managing, Director /s/ Jay F. Joliat ---------------------------------- Jay F. Joliat /s/ David A. Hagelstein ---------------------------------- David A. Hagelstein /s/ Shantilal N. Shanghvi ---------------------------------- Shantilal N. Shanghvi /s/ Dilip S. Shanghvi ---------------------------------- Dilip S. Shanghvi /s/ Sudhir V. Valia ---------------------------------- Sudhir V. Valia /s/ Narendra N. Borkar ---------------------------------- Narendra N. Borkar 16 EXHIBIT INDEX Exhibit Description - ------- ----------- 1 Joint Statement Agreement 2 Voting Agreement dated August 20, 1997 EX-1 2 EXHIBIT 1 1 EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. DATED: September 2, 1997 Jay F. Joliat Qualified Terminable Interest Marital Trust u/a/d 4-8-82 By: /s/ Jay F. Joliat ---------------------------------- Jay F. Joliat, Trustee David A. Hagelstein Trust u/a/d 10-27-93 By: /s/ David A. Hagelstein ---------------------------------- David A. Hagelstein, Trustee Sun Pharmaceutical Industries Limited By: /s/ Dilip S. Shanghvi ---------------------------------- Dilip S. Shanghvi, Managing Director /s/ Jay F. Joliat ---------------------------------- Jay F. Joliat /s/ David A. Hagelstein ---------------------------------- David A. Hagelstein /s/ Shantilal N. Shanghvi ---------------------------------- Shantilal N. Shanghvi /s/ Dilip S. Shanghvi ---------------------------------- Dilip S. Shanghvi /s/ Sudhir V. Valia ---------------------------------- Sudhir V. Valia /s/ Narendra N. Borkar ---------------------------------- Narendra N. Borkar EX-2 3 EXHIBIT 2 1 EXHIBIT 2 VOTING AGREEMENT THIS AGREEMENT is made and entered into as of this 2th day of August, 1997 , by and among Caraco Pharmaceutical Laboratories, Ltd., a Michigan corporation (the "Company"), Sun Pharmaceutical Industries Limited, a publicly-traded Indian company ("Sun"), David A. Hagelstein as Trustee of the TTEE David A. Hagelstein Trust, u/a/d 10/27/93 ("Hagelstein") and Jay F. Joliat as Trustee of the Jay F. Joliat Qualified Terminable Interest Marital Trust, u/a/d 4/8/82 ("Joliat"). Hagelstein and Joliat are sometimes hereinafter collectively referred to as the "Group." Sun, Hagelstein and Joliat are sometimes hereinafter collectively referred to as the "Stockholders" and individually as a "Stockholder." Certain capitalized terms used herein are defined in Paragraph 13 hereof. WHEREAS, the Company and Sun intend to enter into a stock purchase agreement pursuant to which Sun will acquire 5.3 Million Shares of Common Stock of the Company (the "Stock Purchase Agreement"). WHEREAS, it is intended that the Stock Purchase Agreement will require that the parties enter into a Voting Agreement with regard to the selection and election of directors of the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows: 1. EFFECTIVE DATE. This Agreement shall automatically become effective upon sending First remittance by Sun as per the Stock Purchase Agreement. 2. BOARD OF DIRECTORS, COMMITTEES AND BYLAWS. (a) From and after the consummation of the Stock Purchase Agreement and until the provisions of this Paragraph cease to be effective, each Stockholder shall vote all of his or its Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his or its control (whether in the capacity as a stockholder, director, member of a board committee, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) and the Company shall take 2 all necessary and desirable actions within its control (including, without limitation, calling special board and stockholders meetings) so that: (i) The authorized number of directors on the Board of Directors of the Company (the "Board") shall be established at not less than five (5) and no more than eleven (11) directors. (ii) The following persons shall be elected to the Board: A. Six (6) individuals (the "Sun Directors") designated by Sun; B. One (1) individual (the "J Director") designated by Joliat; C. One (1) individual (the "H Director") designated by Hagelstein; and D. Three (3) individuals ("Independent Directors") to be appointed with the mutual consent of J & H and Sun (Joliat and Hagelstein are hereinafter collectively referred to as the "Non-Sun Directors"). (iii) Each of the three classes of directors (whose current terms expire in 1997, 1998 and 1999) shall have as close to one-third (1/3) Sun Directors and one- third (1/3) Non-Sun Directors and one-third (1/3) Independent Directors as feasible. (iv) Special meetings of the Board may be called only by the Chairman of the Board, the Chief Executive Officer, the Executive Committee or by a majority of the Board. (v) The Board shall elect a Chief Executive Officer selected by Sun who shall report to the Board. Conditions of his employment and his removal and replacement will be as per the Board's directions. (vi) The Board shall elect a Chairman of the Board selected by Sun from time to time from one of the Sun Directors. (vii) With respect to shareholder votes to remove a director, the Group will vote in accordance with Sun's directions with respect to Sun Directors, and Sun will vote in accordance with the directions of Joliat with respect to J Director and in accordance with directions of Hagelstein with respect to H Director. 3 (viii) With respect to other shareholders votes, the Group will vote in accordance with Sun's directions with respect to any matter relating to the investment, merger, alliance, share dilution, appointment of key employees, major restructuring or reorganizing, bank borrowing, funding or giving credit. However, any matter related to capitalization needing shareholders approval will be such that it will not affect the relative voting and ownership position of the Group in relation to Sun's voting and ownership position. Any such change must have the same proportionate effect on Sun as it has on the Group. (ix) In the event that any representative designated hereunder by Sun under clause (ii)(A) above ceases to serve as a member of the Board, the resulting vacancy on the Board shall be filled by a representative designated by Sun. (x) In the event that any representative designated by Joliat and Hagelstein, respectively, under clause (ii)(B) or (ii)(C) above ceases to serve as a member of the Board, the resulting vacancy on the Board shall be filled by a representative designated by a majority of the Shares held by Hagelstein or Joliat, respectively. (xi) The composition of the Board of Directors of any Subsidiary of the Company shall be the same as that of the Board. (xii) The Executive Committee of the Board shall be established at three (3) directors. The Executive Committee will exercise all powers and authority of the Board in management of the business and affairs of the Company, subject to statutory restrictions. (xiii) The following persons shall be elected by the Board to the Executive Committee: A. Two (2) Sun Directors designated by Sun; and B. One (1) Non-Sun Director designated by a majority of the Shares of the Group. (xiv) Removal from the Executive Committee (with or without cause) of any Sun Director designated by Sun under clause (xiii)(A) above shall be at Sun's sole determination. 3 4 (xv) Removal from the Executive Committee (with or without cause) of any Non-Sun Director designated by the Group under clause (xiii)(B) above shall be at the Group's sole determination by a majority vote of the Shares held by the Group. (xvi) In the event that any Sun Director designated to be on the Executive Committee by Sun under clause (xiii)(A) above ceases to serve as a member of the Executive Committee, the resulting vacancy on the Executive Committee shall be filled by a Sun Director designated by Sun. (xvii) In the event that any Non-Sun Director designated to be on the Executive Committee by the Group under clause (xiii)(B) above ceases to serve as a member of the Executive Committee, the resulting vacancy on the Executive Committee shall be filled by a Non-Sun Director designated by a majority of the Shares held by the Group. (xviii)The composition of the executive committee of any Subsidiary of the Company shall be the same as that of the Executive Committee of the Company. (xix) The rights of the parties hereto shall be modified as set forth below in the that Sun sells within a period of four (4) years from the date of this Agreement, its shares which exceed in the aggregate, 30% of the outstanding shares of Caraco at the time of such sale to any person other than an affiliate of Sun, or in other words, if at any time, as a result of a sale of shares to any person other than an affiliate of Sun, Sun's ownership falls below 30% of the then outstanding shares of Caraco ("a 30% threshold event"); or if Sun defaults as defined in Paragraph 5 of the Stock Pledge Agreement. If, however, Pledgor cannot make any timely payment due to reasons beyond its control, such as Reserve Bank of India's balance of payment situation or any other similar reasons or force majeure, for a period of six (6) months from the due date of a payment, the company will not exercise any of its rights or remedies for this period of six (6) months. Payments within these six (6) months will be treated as a timely payment. Upon the occurrence of a 30% threshold event, or a default as cited above, the Board of Directors shall be reconstituted in accordance with the proportionate share holdings of each of the Stockholders in relation to the total shares outstanding (but Board representation may not, in any case, be less favorable to the Non-Sun Director Group immediately prior to such occurrence as a result of such reconstitution). This reconstitution of the Board will not effect the 4 5 number of Independent Directors. The Chief Executive Officer and the Chairman of the Board shall be elected from one of the Non-Sun Directors selected by the majority of the shares held by the Group. Upon the occurrence of a 30% threshold event or a default as defined, the Executive Committee shall be reconstituted so that it consists of one (1) Sun Director selected by Sun and two (2) Non-Sun Directors selected by a majority of the Shares held by the Group. Also, upon the occurrence of a 30% threshold event, or a default as defined, the transfer restriction cited in Section 4(a) below shall be modified to permit each of the individual members of the Group to sell a like cumulative percentage proportion of the shares beneficially owned or controlled by each respective member as that which Sun cumulatively anticipates selling the relation to that amount which Sun holds immediately prior to such an occurrence. Sun and the Group shall participate concurrently on a pro-rata basis in like percentage proportions to their respective total holding in any such sale (for example: if Sun anticipates cumulatively selling 40% of their holders (which would trigger this 30% threshold event), Sun would notify the Group of such intent and allow the members of the Group to simultaneously sell their shares up to 40% of their respective holdings). Notwithstanding the above, or any language that may be to the contrary elsewhere in this Agreement, in the event that Sun owns 10% or less of the outstanding Shares of Caraco, all of the provisions of this Agreement shall terminate and be of no further force or effect. Sun may, however, make bonafide pledge of any number of its shares, without attracting provisions of this Clause. (xx) The Company shall pay the reasonable out-of-pocket expenses incurred by each Director in connection with attending the meetings of the Board, the board of directors of any Subsidiary and any committee of the Board of Directors. (xxi) The Bylaws shall be amended, as applicable, in accordance with the provisions of this Paragraph 2. 3. TERM. Unless terminated earlier pursuant to the provisions of Paragraph 2(xix), this Agreement shall terminate and be of no further force or effect from and after the fourth anniversary hereof. 4. TRANSFER. (a) Each of the members of the Group agrees, except with the consent of Sun, for a period of four (4) years from the date of this Agreement, not to sell or otherwise dispose of his Shares except to an Affiliate which specifically agrees in writing to be bound by the terms of this Agreement. Members of the Group may, however, make a bona fide pledge of their Shares if Pledgor agrees to be bound by the terms of this 5 6 Agreement and also agrees to bind any subsequent person(s) claiming through him. Notwithstanding the foregoing, the above restrictions shall terminate in the event of (i) any sale of Shares by Sun to anyone other than an Affiliate, (ii) approval by the Board of the Company of a merger, consolidation, or sale of substantially all of the assets of the Company to another entity, or (iii) a tender offer for Shares. (b) Each of the members of the Group agrees that for a subsequent three-year period after the expiration of the first four years of this Agreement, that if an when he (or any person claiming through or under him) decides to sell any of their Shares anywhere and to any person or entity other than through the open public market on the established Stock Exchange where the Company's stock is regularly traded, he will first offer the same exact transaction with the same exact terms and conditions to Sun or its nominee(s). The price of shares for such transaction shall not exceed 25% higher than the prevailing market price, that is the average price of at least 10 days closing prices on the Stock Exchange where the shares are listed. If Sun or its nominee(s) does not purchase the same within 60 days of the receipt of such offer from a member of the Group, then such member shall be free to sell the said shares to anyone. (c) Each of the members of the Group agrees, that for a subsequent three-year period after the expiration of the first four years of this Agreement, that if and when he (or any person claiming through or under him) decides to sell any of their Shares, he will first offer such shares to Sun or its nominee(s) at the then prevailing market price. If Sun or its nominee(s) does not purchase same within 60 days of the receipt of such offer from a member of the Group, then such member shall be free to sell the said shares to any person or entity he wishes. "Prevailing market price" shall mean the average price of the last 10 days closing prices on the established Stock Exchange where the Company's stock is regularly traded. If there is no public market for the shares at the time a member of the Group wishes to sell his shares as a result of the Company being delisted and/or otherwise not quoted on any recognized exchange, the price that will be used shall be determined by: (i) the average of two independent appraisals. One appraisal to be performed by a certified appraiser selected by Sun, and one appraisal to be performed by a certified appraiser selected by the selling member(s) of the Group with the two appraisals not to differ by more than 25% in relation to the higher of the two appraisals. If the two appraisers cannot agree on a valuation with this allowable deviation, then a third appraisal shall be performed by an independent appraiser from any one of the "Big Six" accounting firms that is mutually satisfactory to both parties. The average of the three appraisals shall then be the valuation used. To encourage a good faith attempt at arriving at a fair market value for the Shares to be sold, both parties will share equally in the cost of this valuation process; or (ii) a mutually agreed upon price satisfactorily negotiated between the two parties. (d) For a period of seven years from the date of this Agreement no member of the Group shall sell or otherwise transfer its Shares to any competitor or distributor or buyer or seller or business associate of the Company without the consent of Sun. 6 7 5. AMENDMENT AND WAIVER. Except as otherwise provided herein, no modification, amendment or waiver of any provisions of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved by each of (i) the Company, (ii) Sun, and the holder of a majority of shares held by the Group. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each and every provision of the Agreement in accordance with its terms. 6. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 7. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this document embodies the complete Agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral which may be related to the subject matter hereof in any way. 8. COUNTERPARTS. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same Agreement. 9. REMEDIES. The Stockholders shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that a Stockholder may in his or its sole discretion apply for specific performance in order to enforce or prevent any violation of the provisions of this Agreement. 10. NOTICES. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent via facsimile (receipt confirmed), mailed first class mail (postage pre-paid and receipt confirmed) or sent by reputable over-night courier service (charges pre-paid and receipt confirmed) to the Company, to Sun and to the Group at their respective addresses set forth below or the attention of such other person as the recipient party has specified by prior written notice to the sending parties. Notices will be deemed to have been given hereunder when delivered personally, upon transmitting a facsimile, three days after deposit in the U.S. Mail and one day after deposit with a reputable overnight courier service. Notices shall be sent to the following addresses: If to Caraco: Caraco Pharmaceutical Laboratories, Ltd. 1150 Elijah McCoy Drive Detroit, Michigan 48202 Attn: William R. Hurd, President 7 8 With a copy to: Fred B. Green, Esq. Seyburn, Kahn, Ginn, Bess, Deitch & Serlin, P.C. 2000 Town Center - Suite 1500 Southfield, Michigan 48075 If to Sun: Sun Pharmaceutical Industries Limited Synergy House, Subhanpura Gorwa Road, Baroda 390-007 India Attn: Dilip Shanghvi, Managing Director and Sun Pharmaceutical Industries Limited 3, Narayan Building, 23, L.N. Road Dadar (E), Mumbai - 400 014 India Attn: Sudhir Valia With a copy to: Michael D. Rosenthal, Esq. Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, Illinois 60606 If to the of the Group: David A. Hagelstein, as Trustee of the TTEE David A. Hagelstein Trust, u/a/d 10/27/93 1411 North Woodward Avenue - Suite 313 Birmingham, Michigan 48009 Jay F. Joliat, as Trustee of the Jay F. Joliat Qualified Terminable Interest Marital Trust, u/a/d 4/8/82 1411 North Woodward Suite 300 Birmingham, Michigan 48009 11. GOVERNING LAW. The corporate law of Michigan shall govern all issues concerning the relative rights of the Company and Stockholders. All of the questions concerning the construction, validity, and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts of Michigan. 12. DESCRIPTIVE HEADINGS. Descriptive headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement. 13. DEFINITIONS. "Affiliate" of a Person means any other Person, entity or investment fund controlling, controlled by or under common control with such Person and any partner of such Person which is a partnership or, in the case of a trust, the trustee or any beneficiary of such trust. "Person" means an individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or any department, agency or political subdivision thereof. "Shares" means (i) any of the Company's capital stock purchased or otherwise acquired by any Stockholder and (ii) any securities issued or issuable directly or indirectly with respect to the 8 9 securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of Shares, recapitalization, merger, consolidation or other reorganization. "Subsidiary" means any corporation of which the securities having a majority of the ordinary voting power in electing the board of directors are, at the time as of which any determination is being made, owned by the Company either directly or through one or more Subsidiaries. "Arbitration" Any dispute between the parties regarding any provision of this Agreement shall be resolved by binding arbitration before the London Court of International Arbitration according to its rules of commercial arbitration. Judgment upon the award of the arbitrators may be entered by any court of competent jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. INDIVIDUALS: /s/ David A. Hagelstein ----------------------------- David A. Hagelstein, as Trustee of the TTEE David Hagelstein Trust, u/a/d 10/27/93 /s/ Jay F. Joliat ----------------------------- Jay F. Joliat, as Trustee of the Jay F. Joliat Qualified Terminable Interest Marital Trust, u/a/d 4/8/82 SUN PHARMACEUTICAL INDUSTRIES LIMITED By:/s/ Narendra Borkar -------------------------- Narendra Borkar Its: Director 9 -----END PRIVACY-ENHANCED MESSAGE-----