-----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, U3HsnMLNOSzMvucIbzU+cESUUIX1h+fBoFH8w0Qg9s+ZJ2H6gwe7TqgDmh1GnQ6D Tg6/YC7GWFDXQP7GxTev1A== 0000950116-04-001907.txt : 20040615 0000950116-04-001907.hdr.sgml : 20040615 20040615165938 ACCESSION NUMBER: 0000950116-04-001907 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSIAO CHARLES CENTRAL INDEX KEY: 0001245196 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: IMPAX LABORATORIES INC STREET 2: 3735 CASTOR AVE. CITY: PHILADELPHIA STATE: PA ZIP: 19124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPAX LABORATORIES INC CENTRAL INDEX KEY: 0001003642 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 650403311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48867 FILM NUMBER: 04864618 BUSINESS ADDRESS: STREET 1: 30831 HAYWARD AVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 2152892220 MAIL ADDRESS: STREET 1: CASTOR & KENSINGTON AVENUES CITY: PHILADELPHIA STATE: PA ZIP: 19124-5694 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ DATE OF NAME CHANGE: 19951117 SC 13D/A 1 sc13da.txt SC 13D/A ------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...............15 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ONE)* IMPAX LABORATORIES, INC. ------------------------ (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ------------------------------ (Title of Class of Securities) 45256B101 -------------- (CUSIP Number) BARRY R. EDWARDS CHIEF EXECUTIVE OFFICER IMPAX LABORATORIES, INC. 30831 HUNTWOOD AVENUE HAYWARD, CALIFORNIA 94544 (510) 476-2000 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 15, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- CUSIP NO. 45256B101 SCHEDULE 13D Page 2 of 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) Charles (Chiin Hsiung) Hsiao, Ph.D. - ---------- --------------------------------------------------------------------- 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) SC - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------- -------------------------------------------------- 7 SOLE VOTING POWER 3,973,465 shares* (See Item 5) ----- -------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares (See Item 5) OWNED BY EACH REPORTING ----- -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 3,973,465 shares* (See Item 5) ----- -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares (See Item 5) - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,973,465 shares* (See Item 5) - -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%* (See Item 5) - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------- ----------------------------------------------------------------------- *Includes options to purchase 438,810 shares of common stock which are immediately exercisable. Does not include 2,601,924 shares of common stock held in the Chiin Hsiao Children Irrevocable Trust, as to which shares Dr. Hsiao does not have voting or dispositive power. Page 3 of 7 This Amendment No. One to Schedule 13D ("Amendment No. One") amends and supplements the information set forth in the Schedule 13D filed with the Securities and Exchange Commission on December 27, 1999 (the "Original Schedule 13D") and constitutes Amendment No. One to the Original Schedule 13D. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D. 1. SECURITY AND ISSUER. No amendments or supplements. 2. IDENTITY AND BACKGROUND. The following information amends and supplements Item 2 of the Original Schedule 13D: The Original Schedule 13D was filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 to the Original Schedule 13D and incorporated herein by reference) by and among Dr. Hsiao, Shu Shen Hsiao Trust and Richard Hsiao Trust. Effective as of June 9, 2004, Dr. Hsiao resigned as trustee of both the Shu Shen Hsiao Trust and Richard Hsiao Trust, and the Joint Filing Agreement was terminated. The information required by this Item for Dr. Hsiao is as follows: Dr. Hsiao's business address is 30831 Huntwood Avenue, Hayward, CA 94544. Dr. Hsiao is a citizen of the United States. Dr. Hsiao's principal occupation is Chairman, Impax Laboratories, Inc. (30831 Huntwood Ave. Hayward, CA 94544). During the last five years prior to the date of this filing, Dr. Hsiao has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 activities subject to, federal or state securities laws or finding a violation with respect to such laws. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The following information amends and restates Item 3 of the Original Schedule 13D in its entirety: Global and Impax entered into an Agreement and Plan of Merger, dated as of July 26, 1999 ("Merger Agreement"), pursuant to which Impax would merge into Global, with Global being the surviving corporation. The Merger of Impax into Global was consummated on December 14, 1999. The Issuer's corporate existence was not affected by the Merger, but its certificate of incorporation was amended to increase the number of shares of Common Stock that Issuer is authorized to issue and to change the name of the combined company to Impax Laboratories, Inc. Effective with the Merger, the following shares and all rights with respect to those shares were converted into capital stock of the Issuer as described below: (a) Each outstanding share of Impax common stock, Series A preferred stock and Series B preferred stock was converted into 3.3358 shares of the Issuer's Common Stock; Page 4 of 7 (b) Each outstanding share of Impax Series C preferred stock was converted into 5.849 shares of the Issuer's Common Stock; (c) Every 20 outstanding shares of Impax Series D preferred stock was converted into one share of the Issuer's Series 1-B preferred stock; (d) Each outstanding share of Global Series C preferred stock was converted into 50 shares of the Issuer's Common Stock; and (e) Each outstanding share of Global Series D preferred stock was converted into one share of Issuer's Series 1-A preferred stock. Dr. Hsiao was the record and beneficial owner of 1,818 shares of common stock of Impax, 1,000,000 shares of Series A Preferred Stock of Impax, a warrant to purchase 200,000 shares of common stock of Impax and an option to purchase 100,000 shares of common stock of Impax. Consequently, as a result of the Merger, Dr. Hsiao was the record and beneficial owner of 3,341,864 shares of Common Stock of the Issuer, options to purchase 333,580 shares of Common Stock of the Issuer and warrants to purchase 667,160 shares of Common Stock of the Issuer. On December 22, 2000, Dr. Hsiao was granted options to purchase 60,800 shares of Common Stock of the Issuer, on March 8, 2002, Dr. Hsiao was granted options to purchase 100,000 shares of Common Stock of the Issuer and on March 10, 2003, Dr. Hsiao was granted options to purchase 75,000 shares of Common Stock of the Issuer. Of these options (including the options to purchase 333,580 shares of Common Stock of the Issuer described in the paragraph above), options to purchase 438,810 shares of Common Stock of the Issuer may be exercised within 60 days. On November 25, 2003, Dr. Hsiao exercised his warrants and purchased 667,160 shares of Common Stock of the Issuer at an exercise price of $0.75 per share. Dr. Hsiao has also acquired approximately 125,631 shares of the Common Stock of the Issuer since the date of the Original Schedule 13D through various transactions including acquisitions under the Issuer's Employee Stock Purchase Plan. On June 3, 2004, Dr. Hsiao, donated 300,000 shares of the Common Stock to the Pamela and Charles Hsiao Charitable Remainder Unitrust (the "Hsiao Unitrust"). Dr. Hsiao and his wife, Pamela Hsiao, are the co-trustees of the Hsiao Unitrust and have the authority to vote or dispose of all shares held by the Hsiao Unitrust. On June 7, 2004, the Hsiao Unitrust sold (a) 25,000 shares of the Common Stock of the Issuer at a price of $21.8463 per share and (b) 275,000 shares of the Common Stock of the Issuer at a price of $21.0767 per share. As a result of such sale, the Hsiao Unitrust currently holds no shares of Common Stock of the Issuer. On June 7, 2004, Dr. Hsiao sold (a) 25,000 shares of the Common Stock of the Issuer at a price of $21.8463 per share and (b) 275,000 shares of the Common Stock of the Issuer at a price of $21.0767 per share. 4. PURPOSE OF TRANSACTION. The following information amends and restates Item 4 of the Original Schedule 13D in its entirety: The shares of Common Stock of Issuer deemed to be beneficially owned by Dr. Hsiao were acquired for, and are being held for, investment purposes. Dr. Hsiao may dispose of or acquire securities Page 5 of 7 of the Issuer, including Common Stock, depending upon the position of the market, the Issuer and other factors. Except as set forth above, Dr. Hsiao has no plans or proposals which relate to or would result in: (a) any other acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that 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. Dr. Hsiao retains the right to change his investment intent, to propose one or more possible transactions to the Issuer's board, to acquire additional shares of Issuer's preferred stock or common stock from time to time or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by him in any manner permitted by law. In the event of a material change in the present plans or intentions of Dr. Hsiao, Dr. Hsiao will amend this Schedule 13D to reflect such change, to the extent required by law. 5. INTEREST IN SECURITIES OF THE ISSUER. The following information amends and supplements Item 5 of the Original Schedule 13D: Dr. Hsiao owns 3,973,465 shares of Common Stock of Issuer, including options to purchase 438,810 shares of common stock which may be exercised within 60 days. Accordingly, Dr. Hsiao may be deemed to beneficially own 6.8% of the outstanding shares of Common Stock of Issuer, which percentage is calculated based upon 58,028,543 shares of Common Stock reported outstanding by the Issuer as of April 30, 2004. The percentage is calculated by dividing 3,973,465 shares beneficially owned by 58,467,353 (which is the sum of 58,028,543 and 438,810). (a) The information required by this paragraph is reflected on Lines 7-10 of Dr. Hsiao's cover page, incorporated herein by reference. Page 6 of 7 (b) Except as disclosed in Item 3, Dr. Hsiao has not effected any transactions in the Common Stock during the last 60 days. (c) 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 Dr. Hsiao. (d) Not Applicable. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No amendments or supplements. 7. MATERIAL TO BE FILED AS EXHIBITS. No amendments or supplements. Page 7 of 7 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Amendment One to Schedule 13D is true, complete and correct. Date: June 15, 2004 /s/ Charles (Chiin Hsiung) Hsiao, Ph.D. --------------------------------------- Charles (Chiin Hsiung) Hsiao, Ph.D. -----END PRIVACY-ENHANCED MESSAGE-----