-----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, FcINHkxd5rjuwI/1Bq+4M1Duchox/0FR/Wwt/gPUPgOXKpegaCVtOC6MXRU9keCv o/ioxPpbqbrlworUhnUuAA== 0000950114-96-000004.txt : 19960117 0000950114-96-000004.hdr.sgml : 19960117 ACCESSION NUMBER: 0000950114-96-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960116 EFFECTIVENESS DATE: 19960204 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KV PHARMACEUTICAL CO /DE/ CENTRAL INDEX KEY: 0000057055 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 430618919 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00199 FILM NUMBER: 96503642 BUSINESS ADDRESS: STREET 1: 2503 SOUTH HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 BUSINESS PHONE: 3146456600 MAIL ADDRESS: STREET 1: 2503 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 S-8 1 K-V PHARMACEUTICAL COMPANY FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1996 Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- K-V PHARMACEUTICAL COMPANY (Exact name of Registrant as specified in its charter) DELAWARE 43-0618919 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2503 SOUTH HANLEY ROAD ST. LOUIS, MISSOURI 63144 (Address of Principal Executive Offices) (Zip Code) SPECIAL STOCK OPTION AGREEMENTS (Full title of the Plan) ALAN G. JOHNSON SECRETARY K-V PHARMACEUTICAL COMPANY 2503 SOUTH HANLEY ROAD ST. LOUIS, MISSOURI (Name and address of agent for service) (314) 645-6600 (Telephone number, including area code, of agent for service) Copies of all correspondence to: DOUGLAS J. BATES, ESQ. GALLOP, JOHNSON & NEUMAN, L.C. 101 SOUTH HANLEY ROAD, SUITE 1600 ST. LOUIS, MISSOURI 63105 (314) 862-1200 ================================================================================== CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum securities Amount offering aggregate to be to be price offering Amount of registered registered per share price registration fee - ---------------------------------------------------------------------------------- Class A 141,400 $4.00 $565,600 $195.03 Common Stock par value $.01 per share Class B 141,400 $4.00 $565,600 $195.03 Common Stock par value $.01 per share ================================================================================== Represents the number of shares of common stock issuable pursuant to the Special Stock Option Agreements. Calculated upon the basis of the price at which the option may be exercised in accordance with Rule 457(h).
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Registrant hereby incorporates by reference the following documents previously filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"): (a) The Registrant's Annual Report on Form 10-K for the year ended March 31, 1995; (b) The Registrant's definitive proxy statement on Schedule 14A for the 1995 Annual Meeting of Shareholders; (c) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1995 and September 30, 1995; and (d) The description of the Registrant's Class A and Class B common stock, which is contained in a registration statement on Form S-1 (No. 33-39423) filed by the Registrant under the Securities Act. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the securities offered hereby is being passed upon by Gallop, Johnson & Neuman, L.C. Members of such firm are the beneficial owners of 144,500 shares of the Registrant's Class A common stock and 144,500 shares of the Registrant's Class B common stock. Mr. Alan G. Johnson, a member of the firm, serves as a director and secretary of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware permits indemnification by a corporation of certain officers, directors, employees and agents. Consistent therewith, Article IX of the Registrant's Bylaws requires that the Registrant indemnify all persons whom it may indemnify pursuant thereto to the fullest extent permitted by Section 145. In addition, Article IX states that the Registrant shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding II-1 3 whether civil, criminal, administrative or investigative by reason of the fact that he or she is an officer, director, employee or agent of the Registrant, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorney's fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the person acted in good faith and in a manner that the person believed was not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. If a person is a party to or threatened to made a party to any threatened, pending action or suit by or in the right of the Registrant to procure a judgment in the Registrant's favor by reason of the fact that the person is a director, officer, employee or agent of the Registrant, the person is entitled to indemnification on the same terms set forth above except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer, director, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant as authorized. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Registrant has procured and intends to maintain a policy of insurance under which the directors and officers of the Registrant will be insured, subject to the limits of the policy, against certain losses arising from claims made against such directors and officers by reason of any acts or omissions covered under such policy in their respective capacities as directors or officers, including liabilities under the Securities Act attributable to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS The following exhibits are filed as part of this registration statement or incorporated by reference herein.
Exhibit Number Description - ------- ----------- 5.1 Opinion of Gallop, Johnson & Neuman, L.C. 10.1 Form of Special Stock Option Agreements 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the registration statement).
II-2 4 ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) may be contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act and incorporated by reference herein. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c)-(g) Not Applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (i) Not Applicable. (j) Not Applicable. II-3 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities -------------- Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on January 16, 1996. K-V Pharmaceutical Company Date: January 16, 1996 By: /s/ Gerald R. Mitchell ----------------------- Gerald R. Mitchell Vice President POWER OF ATTORNEY We, the undersigned officers and directors of K-V Pharmaceutical Company hereby severally and individually constitute and appoint Alan G. Johnson and Gerald R. Mitchell, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this registration statement on Form S-8 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date - ---- ----- ---- /s/ Marc S. Hermelin Director and Vice-Chairman January 16, 1996 - -------------------- of the Board (Principal Marc S. Hermelin Executive Officer) /s/ Gerald R. Mitchell Vice President,Finance January 16, 1996 - ---------------------- (Principal Financial and Gerald R. Mitchell Accounting Officer) /s/ Victor M. Hermelin Director and Chairman of January 16, 1996 - ---------------------- the Board Victor M. Hermelin /s/ Alan G. Johnson Director and Secretary January 16, 1996 - ------------------- Alan G. Johnson /s/ Garnet E. Peck, Ph.D. Director January 16, 1996 - ------------------------- Garnet E. Peck, Ph.D.
II-4 6 FORM S-8 K-V PHARMACEUTICAL COMPANY EXHIBIT INDEX -------------
Exhibit Number Description Page - ------- ----------- ---- 5.1 Opinion of Gallop, Johnson & Neuman, L.C. 10.1 Form of Special Stock Option Agreement. 23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the registration statement).
II-5 EX-5.1 2 OPINION RE LEGALITY 1 EXHIBIT 5.1 OPINION OF COUNSEL ------------------ 2 January 16, 1996 K-V Pharmaceutical Company 2503 S. Hanley Road St. Louis, MO 63144 Re: Registration Statement on Form S-8 Stock Option Agreement Gentlemen: We have acted as counsel for K-V Pharmaceutical Company, a Delaware corporation (the "Company"), in connection with the various legal matters relating to the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, relating to an aggregate of 141,400 shares of the Class A common stock, $0.01 par value per share, and 141,400 shares of the Class B common stock, $0.01 par value per share, of the Company (collectively, the "Common Stock"), to be issued pursuant to the Special Stock Option Agreements. We have examined such corporate records of the Company, such laws and other information as we have deemed relevant, including the Company's Certificate of Incorporation, Bylaws, resolutions adopted by the Board of Directors and Stockholders of the Company and certificates received from state officials and from officers of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified photostatic or conformed copies, and the correctness of all statements submitted to us by officers of the Company. Based solely on the foregoing, the undersigned is of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The Common Stock being offered by the Company, if issued in accordance with the terms of the Special Stock Option Agreements, will be validly issued, fully paid and non-assessable. 3 K-V Pharmaceutical Company January 16, 1996 Page 2 We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the issuance of the Common Stock. Very truly yours, GALLOP, JOHNSON & NEUMAN, L.C. EX-10.1 3 FORM OF SPECIAL STOCK OPTION AGREEMENTS 1 NEITHER THIS INSTRUMENT NOR THE SHARES OF CLASS B COMMON STOCK (THE "CLASS B STOCK") OF KV PHARMACEUTICAL COMPANY (THE "COMPANY") WHICH MAY BE ACQUIRED BY THE EXERCISE OF THE RIGHTS GRANTED HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), IN RELIANCE ON THE EXEMPTION PROVIDED BY SECTION 4(1) OF THE 1933 ACT, OR UNDER ANY STATE SECURITIES LAW IN RELIANCE ON ANALOGOUS EXEMPTIONS. NEITHER THIS INSTRUMENT NOR ANY OF SUCH UNDERLYING SHARES, ONCE PURCHASED, MAY BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME ABSENT EITHER REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO THE COMPANY OF ADVANCE NOTICE OF THE INTENDED SALE, TRANSFER OR OTHER DISPOSITION AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THOSE LAWS FOR SUCH SALE, TRANSFER OR OTHER DISPOSITION AND THAT ANY SUCH SALE, TRANSFER OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. BY ACCEPTING THIS INSTRUMENT, THE HOLDER HEREOF AGREES THAT THIS INSTRUMENT AND ANY SHARES OF CLASS B STOCK RECEIVED UPON THE EXERCISE OF THE PURCHASE RIGHT GRANTED HEREUNDER ARE OR WILL BE TAKEN FOR INVESTMENT AND NOT WITH A VIEW TOWARD THE TRANSFER OR DISTRIBUTION OF ANY PORTION HEREOF OR THEREOF IN THE ABSENCE OF REGISTRATION THEREOF UNDER THE 1933 ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION IN CONNECTION WITH ANY SUCH DISPOSAL, AS CONTEMPLATED IN THE PRECEDING PARAGRAPH. STOCK OPTION AGREEMENT ---------------------- To Purchase Shares of Class B Common Stock of KV PHARMACEUTICAL COMPANY THIS CERTIFIES THAT ------------------------- is hereby granted the option to purchase, at the option price of $------- per share, all or any part of ----------------------------------------- fully paid and non-assessable shares of the Class B common stock, par value $0.01 per share, of KV Pharmaceutical Company, a Delaware Corporation (hereinafter called the "Company"), upon and subject to the following terms and conditions: This Option and all rights to purchase shares hereunder shall expire February 18, 1996 (hereinafter called the "Expiration Date"). This Option and all rights hereunder shall be assignable and transferable, subject to the provisions hereof. This Option shall be exercisable from time to time as to all or any of the shares purchasable hereunder. 2 This Option may be exercised from time to time only by delivery to the Company at its main office (attention of the Secretary) of a duly signed notice in writing stating the number of shares with respect to which this Option is being exercised and the time and date of delivery thereof, which time and date of delivery shall be during the normal business hours of the Company on a regular business day not less than fifteen (15) days after the giving of such notice unless an earlier date has been mutually agreed upon; provided, however, that not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number then purchasable hereunder; and provided further that this Option may not be exercised at any time when this Option or the granting or exercise hereof violates any law or governmental order or regulation. At the time of delivery specified in such notice, the Company shall, without transfer or issue tax to the holder (or other person entitled to exercise this Option) transfer and set aside for the benefit of the holder (or other person entitled to exercise this Option) a certificate or certificates out of the Company's theretofore authorized but unissued or reacquired shares of Class B common stock, par value $.01 per share, as the Company may elect (with appropriate legend thereon, if deemed necessary by the Company, containing the representation by the person exercising the Option that the shares purchased shall be for investment purposes and not with a view to resale or distribution) against payment of the option price in full for the number of shares purchased by either (i) cash (including a certified or bank cashier's check or the equivalent thereof), or (ii) at the discretion of the Board of Directors of the Company, by delivering at fair market value, as determined by the Board of Directors, Company common stock already owned by the holder hereof, or (iii) any combination of cash and Company common stock, to be held by the Company and subsequently delivered to the holder (or such other person) as hereinafter provided. If the holder fails to pay for any part of the number of shares specified in such notice as required, the right to purchase such shares may be terminated by the Board of Directors. To the extent that this Option has not been exercised in full prior to its termination or expiration date, whichever occurs sooner, it shall terminate and become void and of no effect. Upon payment of the purchase price therefor the Company shall deliver to the holder, as soon as practicable thereafter, certificates representing the Class B Common Stock purchased hereunder (the "Certificates"), free and clear of restrictions except for the restrictions which are necessary to assure compliance by the Company and the holder with applicable federal and state securities laws and/or the listing requirements of any national securities exchange. This Option shall not confer upon the holder any right to remain in the employ of the Company or any subsidiary thereof, if 2 3 applicable, and shall not confer upon the holder any rights in the stock of the Company prior to the issuance of a stock certificate pursuant to the exercise of this Option. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. In the event that the outstanding shares of common stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, or in the event that there is a corporate transaction by reason of reorgan- ization, merger, consolidation, recapitalization, reclassification, stock split-up, spin-off, combination of shares or dividend payable in capital stock, this Option shall, to the extent that it has not been exercised, entitle the holder upon the subsequent exercise of this Option to such number and kind of securities or other property, subject to the terms of the Option, to which the holder would be entitled had the holder actually owned the shares subject to the unexercised portion of this Option at the time of the occurrence of such event, and the aggregate purchase price upon the subsequent exercise of this Option shall be the same as if the common stock of the Company originally optioned were being purchased as provided herein. Any such adjustment made by the Board of Directors shall be conclusive. The Company may postpone the issuance and delivery of shares upon any exercise of this Option, if necessary, until admission of such shares to listing on any stock exchange and completion of registration and qualification of such shares under any applicable state or federal law, rule or regulation. The holder hereof shall make such representations and furnish such information to the Company as may be appropriate to permit the Company to issue such shares in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable law, including state securities laws. Without limiting the generality of the foregoing, if requested by the Company, the holder will represent, in form acceptable to the Company, that the holder is purchasing any shares issued pursuant hereto for investment purposes and not with a view to resale or distribution. The holder, by acceptance of this Option, hereby consents to the placing of a restrictive legend on any stock certificate for shares purchased hereunder, setting forth the restrictions applicable to the further resale, transfer or other conveyance thereof without registration under the Securities Act or other applicable law or the availability of an exemption from registration thereunder and to the placing of transfer restrictions on the records of the transfer agent for such shares. In addition, the holder hereof will not thereafter resell, transfer or otherwise convey any shares purchased hereunder without compliance with one of the following three conditions: (1) an opinion of the holder's counsel is received, in form and substance satisfactory to counsel 3 4 for the Company, that registration under the Securities Act and applicable state securities laws is not required; or (2) such shares have been registered for sale under the Securities Act and any applicable state securities laws; or (3) a "no-action" letter is received from the staff of the Securities and Exchange Commission and from applicable state securities agencies, based on an opinion of the holder's counsel in form and substance reasonably satisfactory to counsel for the Company, advising that registration under the Securities Act is not required. A determination by the Board of Directors of any question which may arise with respect to the interpretation and construction of the provisions of this Option shall be final. WITNESS the seal of the Company and the signatures of its duly authorized officers. Dated: ----------------- (Corporate Seal) KV PHARMACEUTICAL COMPANY ATTEST: By ----------------------- - ----------------------------- Secretary ACCEPTED: - ------------------------------------- - ----------------------, Option Holder 35029.1 4 EX-23.1 4 CONSENT OF EXPERT 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT --------------------------------- 2 We consent to the incorporation by reference in this registration statement of KV Pharmaceutical Company on Form S-8 of our report dated June 28, 1995, on our audits of the consolidated financial statements and financial statement schedules of KV Pharmaceutical Company as of March 31, 1995 and 1994, and for the years ended March 31, 1995, 1994 and 1993, which report is included in the Company's Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. St. Louis, Missouri January 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----