-----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, K7ZeISQ7IoPkzPP70BXG+OFL4fAwXgXAqxQnxAhf+N50Cm2DfGOlSW+Cs5a9qZz9 8jV8vejTlEbDrH5pIi5Jzg== 0000909012-99-000400.txt : 19990716 0000909012-99-000400.hdr.sgml : 19990716 ACCESSION NUMBER: 0000909012-99-000400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990715 GROUP MEMBERS: FLEMING ROBERT INC / DA GROUP MEMBERS: FLEMING US DISCOVERY FUND III, L.P. GROUP MEMBERS: FLEMING US DISCOVERY LLC GROUP MEMBERS: FLEMING US DISCOVERY OFFSHORE FUND III, L.P. GROUP MEMBERS: FLEMING US DISCOVERY PARTNERS, L.P. GROUP MEMBERS: ROBERT FLEMING HOLDINGS, LTD. GROUP MEMBERS: ROBERT FLEMING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ CENTRAL INDEX KEY: 0001003642 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 650403311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48867 FILM NUMBER: 99664968 BUSINESS ADDRESS: STREET 1: CASTOR & KENSINGTON AVES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 BUSINESS PHONE: 2152892220 MAIL ADDRESS: STREET 1: CASTOR & KENSINGTON AVENUES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING ROBERT INC / DA CENTRAL INDEX KEY: 0000902812 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 11TH & 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125083600 MAIL ADDRESS: STREET 1: 320 PARK AVE STREET 2: 11TH AND 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: FLEMING ROBERT INC DATE OF NAME CHANGE: 19930429 SC 13D/A 1 AMENDMENT TO SCHEDULE 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (NAME OF ISSUER) --------------------------------- GLOBAL PHARMACEUTICAL CORPORATION (TITLE OF CLASS OF SECURITIES) ----------------------------- COMMON STOCK, $.01 PAR VALUE (CUSIP Number) ------------ 378922 10 8 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) ---------------------------------------------------------- LARRY A. KIMMEL ROBERT FLEMING, INC. 320 PARK AVENUE, 11TH FLOOR NEW YORK, NY 10022 (212) 508-3610 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) ------------------------------------------------------- MAY 18, 1999 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 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). SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 2 of 13 Pages 1 NAME OF REPORTING PERSON FLEMING US DISCOVERY FUND III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,693,312 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 431,688 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 2,693,312 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 431,688 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 3 of 13 Pages 1 NAME OF REPORTING PERSON FLEMING US DISCOVERY OFFSHORE FUND III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 431,688 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,693,312 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 431,688 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 2,693,312 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 4 of 13 Pages 1 NAME OF REPORTING PERSON FLEMING US DISCOVERY PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |X| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,125,000 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 5 of 13 Pages 1 NAME OF REPORTING PERSON FLEMING US DISCOVERY, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,125,000 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,125,000 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,125,000 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 6 of 13 Pages 1 NAME OF REPORTING PERSON ROBERT FLEMING, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 0 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, CO - -------------------------------------------------------------------------------- SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 7 of 13 Pages 1 NAME OF REPORTING PERSON ROBERT FLEMING HOLDINGS, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(A) |_| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES OF COMMON STOCK SHARES ____________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 SHARES OF COMMON STOCK WITH ____________________________________________________ 10 SHARED DISPOSITIVE POWER 0 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.11% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO - -------------------------------------------------------------------------------- SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 8 of 13 Pages SEE INSTRUCTIONS BEFORE FILLING OUT! STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED ================================================================================ The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that the ownership of the "Reporting Persons" in the Common Stock, $.01 par value (the "Common Stock"), of Global Pharmaceutical Corporation (the "Issuer") has increased from 22.2% to 30.11%. Responses to each item below are incorporated by reference into each other item, as applicable. Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D relates to Common Stock, of the Issuer. The address of the Issuer's principal executive offices is Castor & Kensington Avenues, Philadelphia, Pennsylvania 19124. Item 2. Identity and Background. This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by (i) Fleming US Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P., ("Fleming Partners"), the general partner of the US Fund and a general partner of the Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general partner of Fleming Partners, (v) Robert Fleming, Inc. ("RFI"), investment adviser to the US Fund and Offshore Fund (collectively, the "Funds"), and (vi) Robert Fleming Holdings, Ltd. ("RFH"), the parent of RFI (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 1 hereto. The information required by this Item for each officer, director, and partner and each controlling person, if any, of certain Reporting Persons is set forth in Appendix 2 hereto. The Offshore Fund has two general partners, Fleming Partners and Fleming (Bermuda) Discovery III Limited ("Fleming Bermuda"). Fleming Bermuda is a company organized in Bermuda. Its principal business and office address is c/o Bank of Bermuda, Ltd., 6 Front St., Hamilton HM 11, Bermuda. Its principal business is to serve as a general partner of the Offshore Fund. Robert L. Burr and David J. Edwards, who were both elected as directors of the Issuer on May 12, 1999, are employees of Fleming Capital Management, a division of RFI. Mr. Burr is a director and Mr. Edwards is a Vice President at Fleming Capital Management. 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. On March 2, 1999, the US Fund entered into the Stock and Warrant Purchase Agreement ("US Fund Purchase Agreement"), dated as of March 2, 1999, between the Issuer and the US Fund (see Exhibit 4 hereto, which is incorporated herein by reference), to purchase, for a total purchase price of $2,585,600 (x) 25,856 shares of Series D Convertible Preferred Stock, $0.01 par value per share ("Series D Preferred Stock"), and (y) warrants (pursuant to Warrant Certificate No. 1 issued by the Issuer to US Fund (see Exhibit 11 hereto, which is incorporated herein by reference)), to purchase up to 323,200 shares of Common Stock, of the Issuer. Such Series D Preferred Stock is convertible into 1,292,800 shares of Common Stock. The US Fund purchased the Series D Preferred Stock and Warrant Certificate No. 1, which were acquired by the US Fund at the closing on March 2, 1999, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. On May 18, 1999, pursuant to the US Fund Purchase Agreement and Amendment (No.1) thereto, dated May 18, 1999,between the Issuer and the US Fund (attached hereto as Exhibit 5 and incorporated herein by reference), the US Fund purchased, for a total purchase price of $ 1,723,700 (x) 17,237 shares of the SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 9 of 13 Pages Series D Preferred Stock, and (y) warrants (pursuant to Warrant Certificate No. 3 issued by the Issuer to US Fund, which is substantially similar to Exhibit 11 hereto, except as to the date and amount of shares, and is incorporated herein by reference; Warrant Certificate No. 1 and Warrant Certificate No. 3 collectively referred to herein as the "US Fund Warrants"), to purchase up to 215,462 shares of Common Stock, of the Issuer. Such Series D Preferred Stock is convertible into 861,850 shares of Common Stock. The US Fund purchased the Series D Preferred Stock and Warrant Certificate No. 3, which were acquired by the US Fund at the closing on May 18, 1999, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. On March 2, 1999, the Offshore Fund entered into the Stock and Warrant Purchase Agreement, dated as of March 2, 1999 ("Offshore Fund Purchase Agreement"), between the Issuer and the Offshore Fund, to purchase, for a total purchase price of $414,400, (x) 4,144 shares of Series D Preferred Stock and (y) warrants (pursuant to Warrant Certificate No. 2 issued by the Issuer to the Offshore Fund (see Exhibit 11 hereto, which is incorporated herein by reference)), to purchase up to 51,800 shares of Common Stock of the Issuer. Such Series D Preferred Stock is convertible into 207,200 shares of Common Stock. The Offshore Fund purchased the Series D Preferred Stock and Warrant Certificate No. 2, which were acquired by the Offshore Fund at closing on March 2, 1999, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. On May 18, 1999, pursuant to the Offshore Fund Purchase Agreement and Amendment (No.1) thereto, dated May 18, 1999, between the Issuer and the Offshore Fund (attached hereto as Exhibit 7 and incorporated herein by reference), the Offshore Fund purchased, for a total purchase price of $276,300 (x) 2,763 shares of Series D Preferred Stock, and (y) warrants (pursuant to Warrant Certificate No. 4 issued by the Issuer to the Offshore Fund, which is substantially similar to Exhibit 11 hereto, except as to the date and amount of shares, and is incorporated herein by reference; Warrant Certificate No. 2 and Warrant Certificate No. 4 collectively referred to herein as the "Offshore Fund Warrants"; the US Fund Warrants and the Offshore Fund Warrants collectively referred to herein as the "Warrants"), to purchase up to 34,538 shares of Common Stock, of the Issuer. Such Series D Preferred Stock is convertible into 138,150 shares of Common Stock. The Offshore Fund purchased the Series D Preferred Stock and Warrant Certificate No. 4, which were acquired by the Offshore Fund at the closing on May 18, 1999, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. Item 4. Purpose of Transaction. a) The Series D Preferred Stock and the Warrants deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Funds 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 I 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 I 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. d) Pursuant to the Issuer's Certificate of Designations for the Series D Convertible Preferred Stock (attached hereto as Exhibit 11 and incorporated herein by reference), so long as either (i) the Funds, any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of the Funds to which the Funds may transfer record or beneficial ownership of any shares of Series D Preferred Stock or any shares of Common Stock obtained or obtainable upon conversion of any shares of Series D Preferred Stock ("Fleming Holder") own at least 50% of the outstanding shares of Series D Preferred Stock or (ii) any transferee (except for a Fleming Holder) of any shares of Series D Preferred Stock or any shares of Common Stock obtained or obtainable upon conversion of any shares of Series D Preferred Stock ("Transferee") owns at least 50% of the outstanding shares of Series D Preferred Stock and the Issuer consented to such SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 10 of 13 Pages Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect up to three (3) directors of the Issuer. So long as either (i) the Fleming Holders own at least 37.5% of the outstanding shares of Series D Preferred Stock or (ii) any Transferee owns at least 37.5% of the outstanding shares of Series D Preferred Stock and the Issuer consented to such Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect up to two (2) directors of the Issuer. So long as either (i) the Fleming Holders own at least 25% of the outstanding shares of Series D Preferred Stock or (ii) any Transferee owns at least 25% of the outstanding shares of Series D Preferred Stock and the Issuer consented to such Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect one (1) director of the Issuer. 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 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 divided 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 any of 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 preferred stock or common stock from time to time or to sell or otherwise dispose of all or part of the Series D Preferred Stock beneficially owned by them (or any shares of Common Stock into which such Series D Preferred Stock are converted) or to sell or otherwise dispose of all or part of the Warrants beneficially owned by them (or any Shares of Common Stock into which such Warrants are exercised) 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. Item 5. Interest in Securities of the Issuer. (a) The US Fund purchased (i) on March 2, 1999, 25,856 shares of Series D Preferred Stock, and (ii) on May 18, 1999, 17,237 shares of Series D Preferred Stock ("US Preferred Stock"). The US Fund Preferred Stock is currently convertible into 2,154,650 shares of Common Stock ("US Fund Conversion Shares"), subject to certain antidilution provisions. The US Fund purchased warrants exercisable at $4.00 per share, subject to certain antidilution provisions, (A) on March 2, 1999 for up to 323,200 shares of Common Stock, and (B) on May 18, 1999, for up to 215,462 shares of Common Stock ("US Fund Warrant Shares"). The Offshore Fund purchased (i) on March 2, 1999, 4,144 shares of Series D Preferred Stock, and (ii) on May 18, 1999, 2,763 shares of Series D Preferred Stock ("Offshore Fund Preferred Stock"). The Offshore Fund Preferred Stock is currently convertible into 345,350 shares of Common Stock ("Offshore Fund Conversion Shares"), subject to certain antidilution provisions. On March 2, 1999, the Offshore Fund purchased warrants exercisable at $4.00 per share, subject to certain antidilution provisions, (A) on March 2, 1999, for up to 51,800 shares of Common Stock, and (B) on May 18, 1999, for up to 34,538 shares of Common Stock ("Offshore Fund Warrant Shares"). Because of their relationship as affiliated entities, both Funds may be deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. As the general partner of both Funds, Fleming Partners may be deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. As the general partner of Fleming Partners, Discovery may be deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. As investment adviser to the Funds, controlling member of Discovery and the sole limited partner of Fleming Partners, RFI may be deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. RFI is 100% owned by RFH. RFH is 100% owned by Copthall Overseas Limited which is ultimately 100% owned by Robert Fleming Holdings Limited. Thus, as the indirect parent of RFI, RFH may be deemed to beneficially own the US Fund Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Conversion Shares and the Offshore Fund Warrant Shares. SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 11 of 13 Pages Pursuant to the Offshore Fund's Limited Partnership Agreement (attached hereto as Exhibit 2 and incorporated herein by reference), Fleming Bermuda, one of the Offshore Fund's general partners, is responsible for the Offshore Fund's administrative, secretarial and related management activities. Fleming Bermuda has no authority over or responsibility for the investment management of the Offshore Fund. As of May 18, 1999, each of the Funds, each of Fleming Partners, Discovery, RFI and RFH may be deemed to have owned beneficially 30.11% of the outstanding Common Stock, on an aggregated basis, which percentage is calculated based upon (i) 7,254,053 shares of Common Stock reported outstanding by the Issuer to the Reporting Persons as of April 30, 1999, (ii) the number of shares of Common Stock (2,500,000) issuable upon conversion of the US Fund Preferred Stock and Offshore Fund Preferred Stock and (iii) the number of shares of Common Stock (625,000) issuable upon exercise of the Warrants. The percentage is calculated by dividing 3,125,000 (which is the sum of 2,500,000 and 625,000) by 10,379,053 (which is the sum of 2,500,000, 625,000 and 7,254,053). (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 Fleming US Discovery Investment Trust and Fleming US Discovery Fund is set forth in Appendix 1 and Appendix 2 hereto. (c) 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. The Funds acquired their respective shares of Series D Preferred Stock pursuant to the Stock and Warrant Purchase Agreements, dated as of March 2, 1999, and pursuant to Amendment (No. 1) to such Agreement, dated as of May 18, 1999, and executed by the Funds and the Issuer. The Funds acquired their respective Warrants pursuant to their respective Warrant Certificates, dated March 2, 1999 and May 18, 1999 (Amendment No.1), and executed by the Issuer. The Warrant Certificates contain certain antidilution provisions. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement. Exhibit 2 - Limited Partnership Agreement of Fleming Discovery Offshore Fund III, L.P. (incorporated by reference to Exhibit 3 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Anicom, Inc. filed on July 29, 1997). Exhibit 3 - Limited Partnership Agreement of Fleming US Discovery Fund III, L.P. (incorporated by reference to Exhibit 6 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Anicom, Inc. filed on July 29, 1997). Exhibit 4 - Stock and Warrant Purchase Agreement, dated as of March 2, 1999, between Global Pharmaceutical Corporation and Fleming US Discovery Fund III, L.P. (incorporated by reference to Exhibit 4 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 12 of 13 Pages Exhibit 5 - Amendment No. 1, dated as of May 18, 1999, to the Stock and Warrant Purchase Agreement, dated as of March 2, 1999, between Global Pharmaceutical Corporation and Fleming US Discovery Fund III, L.P. Exhibit 6 - Stock and Warrant Purchase Agreement, dated as of March 2, 1999, between Global Pharmaceutical Corporation and Fleming US Discovery Offshore Fund III, L.P. (incorporated by reference to Exhibit 4 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). Exhibit 7 - Amendment No. 1, dated as of May 18, 1999, to the Stock and Warrant Purchase Agreement, dated as of March 2, 1999, between Global Pharmaceutical Corporation and Fleming US Discovery Offshore Fund III, L.P. ExhibIT 8 - Certificate of Designations of Series D Convertible Preferred Stock of Global Pharmaceutical Corporation filed with the Secretary of State of Delaware on February 26, 1999 (incorporated by reference to Exhibit 5 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). Exhibit 9 - Stockholders' Agreement, dated as of March 2, 1999, among Global Pharmaceutical Corporation, Barry R. Edwards, Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. (incorporated by reference to Exhibit 6 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). Exhibit 10 - Registration Rights Agreement, dated as of March 2, 1999, among Global Pharmaceutical Corporation, Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. (incorporated by reference to Exhibit 7 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). Exhibit 11 - Warrant Certificate, dated March 2, 1999, between Global Pharmaceutical Corporation and Fleming US Discovery Fund III, L.P. (incorporated by reference to Exhibit 8 to the Schedule 13D of Robert Fleming, Inc. with respect to the securities of Global Pharmaceutical Corporation, filed on March 12, 1999). Exhibit 12 - Press Release issued by the Issuer on March 3, 1999 (incorporated by reference to the same document included as Exhibit 99 to Form 8-K filed by the Issuer on March 5, 1999, under SEC File No. 0-27354). 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 SCHEDULE 13D/A CUSIP NO. 378922 10 8 Page 13 of 13 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.* JULY 13, 1999 FLEMING US DISCOVERY FUND III, L.P. By: Fleming US Discovery Partners, L.P., its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr ------------------------------ Robert L. Burr, Director FLEMING US DISCOVERY OFFSHORE FUND III, L.P. By: Fleming US Discovery Partners, L.P., its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr -------------------------- Robert L. Burr, Director FLEMING US DISCOVERY PARTNERS, L.P. By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr ---------------------------------- Robert L. Burr, Director FLEMING US DISCOVERY, LLC By: /s/ Robert L. Burr ---------------------------------- Robert L. Burr, Director ROBERT FLEMING, INC. By: /s/ Arthur A. Levy ---------------------------------- Arthur A. Levy, Director ROBERT FLEMING HOLDINGS, LTD. By: /s/ Arthur A. Levy ---------------------------------- Arthur A. Levy, Director EX-1 2 JOINT FILING AGREEMENT 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 dated July 13, 1999 and any amendments thereto with respect to the beneficial ownership by each of the undersigned of shares of common stock of Global Pharmaceutical Corporation. 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 day of July 13, 1999. FLEMING US DISCOVERY FUND III, L.P. By: Fleming US Discovery Partners, L.P., its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr ------------------------------ Robert L. Burr, Director FLEMING US DISCOVERY OFFSHORE FUND III, L.P. By: Fleming US Discovery Partners, L.P., its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr -------------------------- Robert L. Burr, Director FLEMING US DISCOVERY PARTNERS, L.P. By: Fleming US Discovery, LLC, its general partner By: /s/ Robert L. Burr ---------------------------------- Robert L. Burr, Director FLEMING US DISCOVERY, LLC By: /s/ Robert L. Burr ---------------------------------- Robert L. Burr, Director Exhibit 1 ROBERT FLEMING, INC. By: /s/ Arthur A. Levy ---------------------------------- Arthur A. Levy, Director ROBERT FLEMING HOLDINGS, LTD. By: /s/ Arthur A. Levy ---------------------------------- Arthur A. Levy, Director APPENDIX 1 ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
PRINCIPAL BUSINESS PLACE OF REPORTING PERSON AND OFFICE ADDRESS ORGANIZATION PRINCIPAL BUSINESS Fleming US Discovery Fund 320 Park Avenue, 11th Delaware limited partnership to invest in securities with a III, L.P. Floor view to long-term capital ("US Fund") New York, NY 10022 appreciation Fleming US Discovery c/o Bank of Bermuda, Ltd, Bermuda limited partnership to invest in securities with a Offshore Fund III, L.P. 6 Front St view to long-term capital ("Offshore Fund," with US Hamilton HM 11 Bermuda appreciation Funds the "Funds") Fleming US Discovery 320 Park Avenue, Delaware limited partnership to act as the general partner Partners, L.P. 11th Floor of the Funds ("Fleming Partners") New York, NY 10022 Fleming US Discovery, LLC 320 Park Avenue, Delaware limited liability to act as the sole general 11th Floor company partner of Fleming Partners New York, NY 10022 Robert Fleming, Inc. 320 Park Avenue, Delaware corporation a registered investment 11th Floor adviser and broker-dealer New York, NY 10022 Robert Fleming Holdings, 25 Copthall Avenue United Kingdom company to provide international Ltd. London EC2B 7PQ, investment banking, asset England management and securities brokerage services to its clients
OTHER Fleming US Discovery 25 Copthall Avenue Investment Trust London EC2B 7PQ, England Fleming US Discovery 320 Park Avenue, Fund 11th Floor New York, NY 10022 Appendix 2 INFORMATION ABOUT REPORTING PERSONS REQUIRED BY ITEM 2 MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC MANAGERS Robert Fleming, Inc. Robert L. Burr Christopher M.V. Jones* Eytan M. Shapiro* Timothy R.V. Parton* EXECUTIVE COMMITTEE Arthur A. Levy Iain O.S. Saunders Jonathan K.L. Simon Robert L. Burr Christopher M.V. Jones INVESTMENT COMMITTEE Robert L. Burr Christopher M.V. Jones Eytan M. Shapiro Timothy R.V. Parton * Eytan M. Shapiro, Christopher M.V. Jones and Timothy R.V. Parton are United Kingdom citizens. Robert L. Burr is a United States citizen. Their business address is 320 Park Avenue, 11th Floor, New York, New York 10022. The citizenship and business address, for each of the remaining persons listed above is contained in "Executive Officers and Directors of Robert Fleming, Inc." EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING, INC. Name: Lord Robin Renwick Citizenship: United Kingdom Business Address: Robert Fleming & Co. 25 Copthall Avenue London EC2R-7DR, England Title: Chairman of the Board Name: Arthur A. Levy Citizenship: United States Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: President, Vice Chairman and Director Name: Christopher M.V. Jones Citizenship: United Kingdom Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: Director Name: Larry A. Kimmel Citizenship: United States Business Address: Robert Fleming,Inc. 320 Park Avenue New York, NY 10022 Title: Vice President and Director of Compliance Name: Iain O.S. Saunders Citizenship: United Kingdom Business Address: Robert Fleming & Co. 25 Copthall Avenue London EC2R-7DR, England Title: Director Name: Jonathan K.L. Simon Citizenship: United Kingdom Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: Director Name: Andrea M. Whitmore Citizenship: United States Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: Chief Financial Officer and Vice President Name: Mark Mattheys Citizenship: United States Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Director and Chief Operating Officer Title: Name: Charlie Bridge Citizenship: United States Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: Director Name: Eduardo Canet Citizenship: United States Business Address: Robert Fleming, Inc. 320 Park Avenue New York, NY 10022 Title: Director OFFICERS AND DIRECTORS OF ROBERT FLEMING HOLDINGS, LTD. BOARD OF DIRECTORS* CITIZENSHIP John Manser CBE United Kingdom Chairman William Garrett United Kingdom Group Chief Executive Phillip Wichelow United Kingdom Iain O.S. Saunders United Kingdom John Emly United Kingdom Paul Bateman United Kingdom Tom Hughes-Hallett United Kingdom Michael Baines United Kingdom David Boardman United Kingdom Robin Fleming United Kingdom Ken Inglis United Kingdom Arthur A. Levy United States Bernard Taylor United Kingdom Sir Robin Renwick KCMG United Kingdom John Archibald United Kingdom Peter Barton United Kingdom Ian Hannam United Kingdom *With the exception of Arthur A. Levy, the business address for each of the above persons is 25 Copthall Avenue, London EC2R- 77DR, England. The titles below the first four names refer to officer titles. EX-5 3 AMENDMENT TO STOCK & WARRANT PUR. AGREE. Exhibit 5 AMENDMENT (NO. 1) TO THE STOCK AND WARRANT PURCHASE AGREEMENT ------------------------------------------- Amendment (No. 1), dated as of May 18, 1999, to the STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement"), dated as of March 2, 1999, between Global Pharmaceutical Corporation (the "Company") and Fleming US Discovery Fund III, L.P. ("Purchaser"). All capitalized terms used but not defined in this Amendment (including the Schedules attached hereto) shall have the meanings ascribed to such terms in the Agreement (including the Schedules attached thereto). WHEREAS, the Company and the Purchaser have determined that it is the best interest of the parties, and in furtherance of their purposes, to amend the Agreement; NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the parties hereto agree as follows: 5. The Agreement shall be amended by: (a) deleting SCHEDULE 6 in its entirety and replacing it with ---------- SCHEDULE 6 attached hereto; and ---------- (b) deleting SCHEDULE 6A in its entirety and replacing it with ----------- SCHEDULE 6A attached hereto. ----------- 6. Except as amended herein, the Agreement shall remain in full force and effect. 7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 1 IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date set forth above. GLOBAL PHARMACEUTICAL CORPORATION By: /S/ BARRY R. EDWARDS -------------------- Barry R. Edwards President and Chief Executive Officer FLEMING US DISCOVERY FUND III, L.P. By: FLEMING US DISCOVERY PARTNERS, L.P., its general partner By: FLEMING US DISCOVERY, LLC, its general partner By: /S/ ROBERT L. BURR ------------------ Robert L. Burr, Member 2 GLOBAL PHARMACEUTICAL CORPORATION SCHEDULE 6 CAPITAL STOCK AT MAY 12, 1999 (ASSUMING THE PRIOR CLOSING OF THE PURCHASE OF SERIES D PREFERRED STOCK AND WARRANTS PURSUANT TO THE STOCK AND WARRANT PURCHASE AGREEMENT) (a) Authorized, Issued and Outstanding: (i) Authorized capital stock 17,000,000 shares of Common Stock, par value $.01 2,000,000 shares of Preferred Stock, par value $.01 (ii) Number of designated shares of Preferred Stock in each Series or Class after giving effect to the Certificate of Designations 60,000 shares of Series A Convertible Preferred Stock 50,000 shares of Series B Convertible Preferred Stock 9,000 shares of Series C Convertible Preferred Stock 50,000 shares of Series D Convertible Preferred Stock (iii) Number of shares outstanding in each Series or Class after giving effect to the issuance of Shares contemplated by the Stock and Warrant Purchase Agreements. 7,254,053 shares of Common Stock 0 shares of Series A Convertible Preferred Stock 0 shares of Series B Convertible Preferred Stock 9,000 shares of Series C Convertible Preferred Stock 50,000 shares of Series D Convertible Preferred Stock (b) Common Stock Reserved for Issuance: (i) 2,500,000 shares of Common Stock to be issued upon conversion of the Shares* (ii) 625,000 shares of Common Stock to be issued upon exercise of the Flemings Warrants (iii) 0 shares of Common Stock to be issued upon conversion of the Series A Convertible Preferred Stock (iv) 0 shares of Common Stock to be issued upon conversion of the Series B Convertible Preferred Stock (v) 450,000 shares of Common Stock to be issued upon conversion of the Series C Convertible Preferred Stock* (vi) 950,000 shares of Common Stock to be issued pursuant to the 1995 Stock Incentive Plan. (vii) 750,000 shares of Common Stock to be issued pursuant to outstanding warrants attached hereto on Schedule 6A (except for Flemings Warrants). - -------- *Assumes a $2.00 per share conversion price. In the event that the conversion price falls below $2.00, additional shares will be issued. GLOBAL PHARMACEUTICAL CORPORATION SCHEDULE 6A WARRANTS ISSUED AS OF APRIL 30, 1999
No. of shares Exercise Price IPO - Warrants to certain directors/officers 42,000 $8.50 Keane Securities - Warrants related to IPO 165,000 $13.175 Keane Securities - Warrants related to Series A Pref. Stock 13,000 $6.00 Merck KGaA "A" Warrants 100,000 $2.00 Merck KGaA "B" Warrants * Marc Silver 30,000 $4.00 Daniel Kilmurray 20,000 $4.00 Bear Stearns Small Cap Value 225,000 $4.00 Gary Blumenthal 5,000 $1.75 Flemings (First Closing) 375,000 $4.00 Christopher D. Illick (First Closing) 45,000 $2.50 Brean Murray & Co. (First Closing) 45,000 $2.50 Total Warrants at 4/30/99 1,065,000** Flemings (Second Closing) 250,000 $4.00 Brean Murray & Co. Warrants (Second Closing) 60,000 $2.50 Total 1,375,000** - -------------- *Under our arrangement with Merck KGaA, we issued warrants which are exercisable for 40,000 shares of common stock for each aggregate $1 million in gross profit, if any, earned by us under our agreement with a subsidiary of Merck KGaA in connection with sales of randitidine and other mutually agreed upon products, up to a total of 700,000 shares of common stock. The exercise price of these warrants is $8.50 per share. **Does not include Merck "B" Warrants.
EX-7 4 AMEND. 1 TO THE STOCK & WAR. PUR. AGREE. Exhibit 7 AMENDMENT (NO. 1) TO THE STOCK AND WARRANT PURCHASE AGREEMENT ------------------------------------------- Amendment (No. 1), dated as of May 18, 1999, to the STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement"), dated as of March 2, 1999, between Global Pharmaceutical Corporation (the "Company") and Fleming US Discovery Offshore Fund III, L.P. ("Purchaser"). All capitalized terms used but not defined in this Amendment (including the Schedules attached hereto) shall have the meanings ascribed to such terms in the Agreement (including the Schedules attached thereto). WHEREAS, the Company and the Purchaser have determined that it is the best interest of the parties, and in furtherance of their purposes, to amend the Agreement; NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the parties hereto agree as follows: 5. The Agreement shall be amended by: (a) deleting SCHEDULE 6 in its entirety and replacing it with ---------- SCHEDULE 6 attached hereto; and ---------- (b) deleting SCHEDULE 6A in its entirety and replacing it with ---------- SCHEDULE 6A attached hereto. ---------- 6. Except as amended herein, the Agreement shall remain in full force and effect. 7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date set forth above. GLOBAL PHARMACEUTICAL CORPORATION By: /S/ BARRY R. EDWARDS --------------------- Barry R. Edwards President and Chief Executive Officer FLEMING US DISCOVERY OFFSHORE FUND III, L.P. By: FLEMING US DISCOVERY PARTNERS, L.P., its general partner By: FLEMING US DISCOVERY, LLC, its general partner By: /S/ ROBERT L. BURR ------------------ Robert L. Burr, Member GLOBAL PHARMACEUTICAL CORPORATION SCHEDULE 6 CAPITAL STOCK AT MAY 12, 1999 (ASSUMING THE PRIOR CLOSING OF THE PURCHASE OF SERIES D PREFERRED STOCK AND WARRANTS PURSUANT TO THE STOCK AND WARRANT PURCHASE AGREEMENT) (a) Authorized, Issued and Outstanding: (i) Authorized capital stock 17,000,000 shares of Common Stock, par value $.01 2,000,000 shares of Preferred Stock, par value $.01 (ii) Number of designated shares of Preferred Stock in each Series or Class after giving effect to the Certificate of Designations 60,000 shares of Series A Convertible Preferred Stock 50,000 shares of Series B Convertible Preferred Stock 9,000 shares of Series C Convertible Preferred Stock 50,000 shares of Series D Convertible Preferred Stock (iii) Number of shares outstanding in each Series or Class after giving effect to the issuance of Shares contemplated by the Stock and Warrant Purchase Agreements. 7,254,053 shares of Common Stock 0 shares of Series A Convertible Preferred Stock 0 shares of Series B Convertible Preferred Stock 9,000 shares of Series C Convertible Preferred Stock 50,000 shares of Series D Convertible Preferred Stock (b) Common Stock Reserved for Issuance: (i) 2,500,000 shares of Common Stock to be issued upon conversion of the Shares* (ii) 625,000 shares of Common Stock to be issued upon exercise of the Flemings Warrants (iii) 0 shares of Common Stock to be issued upon conversion of the Series A Convertible Preferred Stock (iv) 0 shares of Common Stock to be issued upon conversion of the Series B Convertible Preferred Stock (v) 450,000 shares of Common Stock to be issued upon conversion of the Series C Convertible Preferred Stock* (vi) 950,000 shares of Common Stock to be issued pursuant to the 1995 Stock Incentive Plan. (vii) 750,000 shares of Common Stock to be issued pursuant to outstanding warrants attached hereto on Schedule 6A (except for Flemings Warrants). - -------- *Assumes a $2.00 per share conversion price. In the event that the conversion price falls below $2.00, additional shares will be issued. GLOBAL PHARMACEUTICAL CORPORATION SCHEDULE 6A WARRANTS ISSUED AS OF APRIL 30, 1999
No. of shares Exercise Price IPO - Warrants to certain directors/officers 42,000 $8.50 Keane Securities - Warrants related to IPO 165,000 $13.175 Keane Securities - Warrants related to Series A Pref. Stock 13,000 $6.00 Merck KGaA "A" Warrants 100,000 $2.00 Merck KGaA "B" Warrants * Marc Silver 30,000 $4.00 Daniel Kilmurray 20,000 $4.00 Bear Stearns Small Cap Value 225,000 $4.00 Gary Blumenthal 5,000 $1.75 Flemings (First Closing) 375,000 $4.00 Christopher D. Illick (First Closing) 45,000 $2.50 Brean Murray & Co. (First Closing) 45,000 $2.50 Total Warrants at 4/30/99 1,065,000** Flemings (Second Closing) 250,000 $4.00 Brean Murray & Co. Warrants (Second Closing) 60,000 $2.50 Total 1,375,000** *Under our arrangement with Merck KGaA, we issued warrants which are exercisable for 40,000 shares of common stock for each aggregate $1 million in gross profit, if any, earned by us under our agreement with a subsidiary of Merck KGaA in connection with sales of randitidine and other mutually agreed upon products, up to a total of 700,000 shares of common stock. The exercise price of these warrants is $8.50 per share. **Does not include Merck "B" Warrants.
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