-----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, R1zwyW4/vmfg6WQrsEj7dPC/U7iuxbHb1dW3KsGz5zAfs01xlLMy9No01dsssIY8 EXyzIoIW76MQURY2JaBUjw== 0000919574-99-000490.txt : 19990302 0000919574-99-000490.hdr.sgml : 19990302 ACCESSION NUMBER: 0000919574-99-000490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990301 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: 99552940 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 LLC CENTRAL INDEX KEY: 0001000097 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A 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 FORMER COMPANY: FORMER CONFORMED NAME: KINGDON CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19960408 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 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, LLC 152 West 57th Street, New York, New York 10019, (212) 333-0100 (Date of Event which Requires Filing of this Statement) January 6, 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 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, LLC 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: 1,882,345 8. Shared Voting Power: 9. Sole Dispositive Power: 1,882,345 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,882,345 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 28.5% 14. Type of Reporting Person CO 3 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that the ownership of Kingdon Capital Management, LLC (the "Reporting Person") in the Common Stock, $.01 par value (the "Common Stock"), of Global Pharmaceutical Corporation ("GLPC") has increased from 25.3% to 28.5%. Item 1. Security and Issuer. On January 6, 1999, KCM converted 40,000 shares of Class B Convertible Preferred into 1,882,345 shares of Common Stock. Item 2. Identity and Background. As of May 28, 1998, Kingdon Capital Management Corporation became Kingdon Capital Management, LLC ("KCM"). Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, KCM is deemed to beneficially own 1,882,345 shares of Common Stock. All 1,882,345 shares of Common Stock are held by entities and managed accounts over which KCM has investment discretion. The 1,882,345 shares of Common Stock were purchased 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 KCM has 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. No change. Item 5. Interest in Securities of Issuer. As of the date hereof, KCM is deemed to be the beneficial owner of 1,882,345 shares of Common Stock. Based on information received from GLPC, as of January 19, 1999, there were 6,588,450 shares of Common Stock outstanding. KCM is therefore deemed to beneficially own 28.5% of the outstanding shares of Common Stock. KCM has the sole power to vote, direct the vote, dispose of or direct the disposition of all the shares of Common Stock that it is currently deemed to beneficially own. 4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. 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 KCM since the last filing on this Schedule 13D. 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 February 26, 1999 Kingdon Capital Management, LLC By: /s/ Peter J. Cobos __________________________ Peter J. Cobos, Chief Financial Officer 5 EXHIBIT A SCHEDULE OF TRANSACTIONS Class B Preferred Date Shares Purchased Price Per Share or (Sold) (Not Including Commission) ______ _______________ ______________________ 1/6/99 1,882,345* $2.125 - ------- * 40,000 Shares of Class B Preferred were converted into 1,882,345 shares of Common Stock at an average price of $2.125 per share. 6 48400002.AN8 -----END PRIVACY-ENHANCED MESSAGE-----