-----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, SZDiwKEmuck4K+ymdtlrkWgjD1SanjQIsafSv+PFAjBzdrNUPYt2obT27FmrasDD cGf4lvNmkgA1I+l5qeJu8Q== 0000919574-98-000411.txt : 19980319 0000919574-98-000411.hdr.sgml : 19980319 ACCESSION NUMBER: 0000919574-98-000411 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980318 SROS: NASD 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 SEC ACT: SEC FILE NUMBER: 005-48867 FILM NUMBER: 98568508 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: KINGDON CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001000097 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 157 WEST 57TH STREET 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123330100 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 50 FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Global Pharmaceutical Corporation Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 378922108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Peter J. Cobos c/o Kingdon Capital Management Corporation, 152 West 57th Street, New York, New York 10019, (212) 333-0100 (Date of Event which Requires Filing of this Statement) November 26, 1997 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). CUSIP No. 378922108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kingdon Capital Management Corporation #13-3158796 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 40,000 Shares of Class B Preferred (convertible into 1,454,545 shares of Common Stock) 8. Shared Voting Power: 9. Sole Dispositive Power: 40,000 Shares of Class B Preferred (convertible into 1,454,545 shares of Common Stock) 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 40,000 Shares of Class B Preferred (convertible into 1,454,545 shares of Common Stock) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 25.3% 14. Type of Reporting Person CO Item 1. Security and Issuer. This statement relates to shares of common stock, par value $.01 per share (the "Common Stock") of Global Pharmaceutical Corporation ("GLPC"). GLPC's principal executive office is located at Castor & Kensington Avenues, Philadelphia, Pennsylvania 19124. Item 2. Identity and Background. This statement is being filed on behalf of Kingdon Capital Management Corporation ("KCMC"), a Delaware corporation. KCMC's principal business is to act as an investment adviser; its principal office is at 152 West 57th Street, New York, New York 10019. Mr. Mark Kingdon is the sole shareholder, director and executive officer of KCMC. Mr. Kingdon has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Kingdon has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Kingdon is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, KCMC is deemed to beneficially own 40,000 Shares of Class B Preferred (convertible into 1,454,545 shares of Common Stock). All 40,000 Shares of Class B Preferred are held by entities and managed accounts over which KCMC has investment discretion. The 40,000 shares of Class B Preferred were purchased in a private placement at an aggregate cost of $4,000,000. The funds for the purchase of the Common Stock held in the entities and managed accounts over which KCMC has 3 investment discretion have come from each entity's or account's own funds. No leverage was used to purchase any shares. Item 4. Purpose of Transactions. The shares of Common Stock deemed to be beneficially owned by KCMC were acquired for, and are being held for, investment purposes. KCMC has no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer. As of the date hereof, KCMC is deemed to be the beneficial owner of 40,000 Shares of Class B Preferred (convertible into 1,454,545 shares of Common Stock). Based on GLPC's Form 10-Q filed on November 12, 1997, as of October 31, 1997 there were 4,286,871 shares of Common Stock outstanding. Assuming conversion of the 40,000 shares of Class B Preferred deemed to beneficially owned by KCMC into Common Stock, KCMC is therefore deemed to beneficially own 25.3% of the outstanding shares of Common Stock. KCMC has the sole power to vote, direct the vote, dispose of or direct the disposition of all the shares of Class B Preferred that it is currently deemed to beneficially own. The purpose of this filing is to show that KCMC is deemed to have become the beneficial owner of more than 5% of GLPC's common shares outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. KCMC has no contract, arrangement, understanding or relationship with any person with respect to the Common Stock. Item 7. Material to be Filed as Exhibits. Attached hereto as Exhibit A is a description of the transactions in the Common Stock that were effected by KCMC since 60 days prior to November 26, 1997. 4 Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Date March 18, 1998 Kingdon Capital Management Corporation By: /s/ Peter J. Cobos __________________________ Peter J. Cobos, Controller 5 EXHIBIT A SCHEDULE OF TRANSACTIONS Class B Preferred Date Shares Purchased Price Per Share or (Sold) (Not Including Commission) ____ _______________ ______________________ 11/26/97 40,000* $100 - ------- * The 40,000 Shares of Class B Preferred are convertible into 1,454,545 shares of Common Stock. 6 48400002.AL7 -----END PRIVACY-ENHANCED MESSAGE-----