-----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, QkmDxjeBZ2oOzHer8CFynXgGkVIvaybjkmcVsYVmaQDLe19WFBJO3XFR0JdHXa4g uFr8R/fw0q9SN2xt8GaK4w== 0000950134-05-018690.txt : 20051003 0000950134-05-018690.hdr.sgml : 20051003 20051003164806 ACCESSION NUMBER: 0000950134-05-018690 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: DME ADVISORS LP GROUP MEMBERS: GREENLIGHT CAPITAL INC 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48867 FILM NUMBER: 051118195 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d29139sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. )*

Impax Laboratories, Inc.

(Name of Issuer)

Common stock, par value $0.01

(Title of Class of Securities)

45256B101

(CUSIP Number)

September 22, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 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.

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13G
CUSIP No. 45256B101
  1. Name of Reporting Person:
Greenlight Capital, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
13-3886851
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,817,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,817,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,817,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
3.1%
  12.Type of Reporting Person:*
OO

*SEE INSTRUCTIONS BEFORE FILING OUT
**SEE ITEM 4(b)

Page 2 of 9

 

             
13G
CUSIP No. 45256B101
  1. Name of Reporting Person:
Greenlight Capital, Inc. 		I.R.S. Identification Nos. of above persons (entities only):
13-3871632
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,866,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,866,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,866,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%
  12.Type of Reporting Person:*
CO

*SEE INSTRUCTIONS BEFORE FILING OUT
**SEE ITEM 4(b)

Page 3 of 9

 

             
13G
CUSIP No. 45256B101
  1. Name of Reporting Person:
DME Advisors, L.P. 		I.R.S. Identification Nos. of above persons (entities only):
20-1365209
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
292,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
292,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
292,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
0.5%
  12.Type of Reporting Person:*
PN

*SEE INSTRUCTIONS BEFORE FILING OUT
**SEE ITEM 4(b)

Page 4 of 9

 

             
13G
CUSIP No. 45256B101
  1. Name of Reporting Person:
David Einhorn		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,976,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,976,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,976,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.8%
  12.Type of Reporting Person:*
IN

*SEE INSTRUCTIONS BEFORE FILING OUT
**SEE ITEM 4(b)

Page 5 of 9

 

SCHEDULE 13G
     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc”), DME Advisors, L.P., a Delaware limited partnership (“Advisors,” and together with Greenlight LLC and Greenlight Inc, “Greenlight”), DME Advisors GP, L.L.C., a Delaware limited liability company that serves as general partner to Advisors, and Mr. David Einhorn, principal of Greenlight.
     This Schedule 13G relates to the common stock, $0.01 per share (the “Common Shares”), of Impax Laboratories, Inc., a Delaware corporation, purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc acts as investment advisor, and (iv) any managed accounts for which Advisors acts as investment advisor.
     
Item 1(a)
  Name of Issuer.
 
    
  Impax Laboratories, Inc.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices.
 
    
  30831 Huntwood Avenue
  Hayward, CA 94544
 
    
Item 2(a)
  Name of Person Filing.
 
    
  Greenlight Capital, L.L.C., Greenlight Capital, Inc., DME Advisors, L.P. and David Einhorn
 
    
Item 2(b)
  Address of Principal Business Office, or, if none, Residence.
 
    
  140 East 45th Street
  24th Floor
  New York, New York 10017
 
    
Item 2(c)
  Citizenship or Place of Organization.
 
    
  Greenlight LLC is a limited liability company organized under the laws of the State of Delaware. Greenlight Inc is a corporation organized under the laws of the State of Delaware. Advisors is a limited partnership organized under the laws of the State of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.
 
    
Item 2(d)
  Title of Class of Securities.
 
    
  Common stock, par value $0.01

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Item 2(e)
  CUSIP Number.
 
    
  45256B101
 
    
Item 3
  Reporting Person.
 
    
  Inapplicable.
 
    
Item 4
  Ownership.
  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 3,976,500 Common Shares.
 
  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 6.8% of the outstanding Common Shares. This percentage is determined by dividing 3,976,500 by 58,484,718, the number of Common Shares reported as issued and outstanding as of October 31, 2004, as reported in Impax Laboratories, Inc.’s Form 10-Q for the period ended September 30, 2004
 
  (c)   Greenlight has the sole power to vote and dispose of the 3,976,500 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 3,976,500 Common Shares beneficially owned by Greenlight.
     
  The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 3,976,500 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
 
    
Item 5
  Ownership of Five Percent or Less of a Class.
 
    
  Inapplicable.
 
    
Item 6
  Ownership of More Than Five Percent on Behalf of Another Person.
 
    
  Inapplicable.
 
    
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
    
  Inapplicable.
 
    
Item 8
  Identification and Classification of Members of the Group.
 
    
  Inapplicable.

7 of 9

 

     
Item 9
  Notice of Dissolution of Group.
 
    
  Inapplicable.
 
    
Item 10
  Certification.
 
    
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
    
Exhibits
  Exhibit 99.1
 
    
  Joint Filing Agreement, dated October 3, 2005, between Greenlight and Daniel Roitman on behalf of David Einhorn.

8 of 9

 

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.
Date: October 3, 2005
         
  Greenlight Capital, L.L.C.
 		  
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating Officer   
       
 
         
  Greenlight Capital, Inc.
 		  
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating Officer   
       
 
DME Advisors, L.P.
By:   DME Advisors GP, L.L.C.,
          its general partner
         
     
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating   
    Officer   
 
         
  /S/ DANIEL ROITMAN    
  Daniel Roitman, on behalf of David Einhorn   
     
     
 
     The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005, by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A. is hereby incorporated by reference.

9 of 9

EX-99.1 2 d29139exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 99.1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of common stock, $0.01 per share, of Impax Laboratories, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 3, 2005.
         
  Greenlight Capital, L.L.C.
 		  
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating Officer   
       
 
         
  Greenlight Capital, Inc.
 		  
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating Officer   
       
 
DME Advisors, L.P.
By:   DME Advisors GP, L.L.C.,
         its general partner
         
     
  By:   /S/ DANIEL ROITMAN    
    Daniel Roitman, Chief Operating   
    Officer   
 
         
  /S/ DANIEL ROITMAN  
  Daniel Roitman, on behalf of David Einhorn    
     
 

 

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