-----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, BP+Xb5xXvTYFPU7DCrWTOOIMV2udv35RGuopnLfWkmONul2vFnVnbdvcOugoed1P fn8Gf1Nw7f+cKQ7h/rSbPg== 0000069499-97-000030.txt : 19970922 0000069499-97-000030.hdr.sgml : 19970922 ACCESSION NUMBER: 0000069499-97-000030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970918 EFFECTIVENESS DATE: 19970918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35887 FILM NUMBER: 97682267 BUSINESS ADDRESS: STREET 1: 130 SEVENTH ST STREET 2: 1030 CENTURY BLDG CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122320100 MAIL ADDRESS: STREET 1: 1030 CENTURY BUILDING STREET 2: 130 SEVENTH STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 S-8 1 REGISTRATION STATEMENT Registration No. 33-_______________. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 --------------------------- Mylan Laboratories Inc. (Exact Name of Issuer as specified in its charter) Pennsylvania 25-1211621 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1030 Century Building 130 Seventh Street Pittsburgh, Pennsylvania 15222 (Address of principal executive offices) (Zip Code) Mylan Laboratories Inc. 1997 Incentive Stock Option Plan (Full Title of Plan) Milan Puskar Chief Executive Officer 1030 Century Building 130 Seventh Street Pittsburgh, Pennsylvania 15222 (Name and address of agent for service) (412) 232-0100 (Telephone number, including area code, of agent for service) --------------------------- Copy to: David G. Edwards, Esquire Doepken Keevican & Weiss 58th Floor, USX Tower 600 Grant Street Pittsburgh, Pennsylvania 15219 CALCULATION OF REGISTRATION FEE - ----------------|--------------|----------------|-----------------|------------ Title of |Amount to be |Proposed Maximum|Proposed Maximum |Amount of Securities |Registered (1)|Offering Price | Aggregate |Registration to be Registered| | per Share (2) |Offering Price(2)|Fee (2) - ----------------|--------------|----------------|-----------------|------------ Common Stock 10,000,000 $21.89 $218,901,647.40 $75,483.33 $.01 par value (1) Plus any additional shares that may hereafter become issuable as a result of the adjustment and antidilution provisions of the Registrant's 1997 Incentive Stock Option Plan. (2) Estimated for the purpose of calculating the registration fee (i) pursuant to Rule 457(h) on the basis of the exercise price per share of outstanding options for 802,000 shares at $16.6875 per share; and (ii) pursuant to Rule 457(c) for the remaining 9,198,000 shares registered hereunder, being the average ($22.3438) of the high ($22.6875) and low ($22.00) prices for the Registrant's Common Stock on the New York Stock Exchange on September 12, 1997. In accordance with Rule 464 under the Securities Act of 1933, as amended, this Registration Statement is effective automatically on the date of filing with the Securities and Exchange Commission. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information The documents containing the information specified in Part I of this Registration Statement will be sent or given to plan participants by Mylan Laboratories Inc. (the "Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The following reoffer prospectus filed as part of the Registration Statement has been prepared in accordance with the requirements of Part I of Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for reofferings and resales of Common Stock to be acquired by "affiliates" of the Company (as defined in Rule 405 under the Securities Act) upon the exercise by such affiliates of options to purchase Common Stock heretofore or hereafter granted under the Company's 1997 Incentive Stock Option Plan. REOFFER PROSPECTUS This Prospectus is being used in connection with the offering from time to time by participants ("Eligible Shareholders") in the 1997 Incentive Stock Option Plan of Mylan Laboratories Inc., a Pennsylvania corporation (the "Company"), who may be deemed "affiliates" of the Company, as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of shares of common stock, par value $.01 per share, of the Company ("Common Stock") that may be acquired by them upon the exercise of options granted to them under the Company's 1997 Incentive Stock Option Plan ("Options"). The shares of Common Stock may be sold from time to time to purchasers directly by any of the Eligible Shareholders. Alternatively, the Eligible Shareholders may sell the shares of Common Stock in one or more transactions (which may involve one or more block transactions) on the New York Stock Exchange in separately negotiated transactions, or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Some or all of the shares of Common Stock may be sold through brokers acting on behalf of the Eligible Shareholders or to dealers for resale by such dealers, and in connection with such sales, such brokers or dealers may receive compensation in the form of discounts or commissions from the Eligible Shareholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts or commissions are not anticipated to exceed those customary in the types of transactions involved). However, any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other expenses incurred by individual Eligible Shareholders will be borne by each such Eligible Shareholder. The Company will not be entitled to any of the proceeds from such sales, although the Company will, with respect to the Company's 1997 Incentive Stock Option Plan, receive the exercise price in cash upon the exercise of the Options. The Eligible Shareholders and any dealer participating in the distribution of any shares of Common Stock or any broker executing selling orders on behalf of the Eligible Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of any or all of the shares of Common Stock by them and any discounts or commissions received by any such brokers or dealers may be deemed to be underwriting discounts and commissions under the Securities Act. The Common Stock is traded on the New York Stock Exchange under the symbol "MYL". On September 12, 1997, the closing price of the Common Stock as reported on the New York Stock Exchange was $22.6875 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is September 17, 1997 1 TABLE OF CONTENTS Page Available Information ...........................................2 Incorporation of Certain Documents by Reference..................3 The Company......................................................3 Use of Proceeds..................................................3 Persons Eligible to Sell Shares..................................4 Plan of Distribution.............................................5 Legal Matters....................................................5 Experts..........................................................5 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission"), in Washington, D.C., a Registration Statement on Form S-8, together with all amendments and exhibits thereto (the "Registration Statement") under the Securities Act, with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the Rules and Regulations of the Commission. Statements made in the Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete; with respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. The Registration Statement, including exhibits and schedules filed therewith, may be inspected at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material may be obtained upon written request from the Public Reference Section of the Commission at the address set forth above upon payment of prescribed fees. The Commission also maintains a Web site at "http://www.sec.gov" which contains reports, proxy statements and other information regarding registrants that file electronically with the Commission. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected at the Public Reference Section of the Commission or the Commission's regional offices at the addresses set forth above or accessed through the Commission's Web site identified above, and copies of such material may be obtained upon written request from the Public Reference Section of the Commission upon payment of prescribed fees. The Common Stock of the Company is listed on the New York Stock Exchange and such reports, proxy material and other information are also available for inspection at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company pursuant to the Exchange Act are incorporated by reference in this Prospectus: 1. Annual Report on Form 10-K for the year ended March 31, 1997. 2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 3. The description of the Company's Common Stock included in the Registration Statement on Form 8-A filed April 3, 1986. Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Common Stock pursuant hereto shall be deemed to be incorporated by reference in this Prospectus and to be a part of this Prospectus from the date of filing of such document. Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of the Registration Statement and this Prospectus to the extent that a statement contained in this Prospectus, or in any subsequently filed document that also is or is deemed to be incorporated by reference in this Prospectus, 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 the Registration Statement or this Prospectus. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Prospectus), other documents required to be delivered to eligible participants pursuant to Rule 428(b) or additional information about the Company's 1997 Incentive Stock Option Plan are available without charge by contacting: Patricia A. Sunseri, Vice President - Investor and Public Relations, Mylan Laboratories Inc., 130 Seventh Street, 1030 Century Building, Pittsburgh, Pennsylvania 15222, telephone (412) 232-0100. THE COMPANY The Company, directly and through subsidiaries, is engaged in the development, licensing, manufacturing, marketing and distribution of generic and proprietary pharmaceutical and wound care products. Through its subsidiary, Mylan Pharmaceuticals Inc., the Company is recognized as one of the leaders in the generic pharmaceutical industry. The Company was incorporated in Pennsylvania in 1970. The Company maintains its headquarters at 130 Seventh Street, 1030 Century Building, Pittsburgh, Pennsylvania 15222, telephone (412) 232- 0100. USE OF PROCEEDS The Company will not receive any proceeds from the sale of the Common Stock offered hereby by the Eligible Shareholders. However, if the holders of Options exercise such Options in order to sell the underlying shares (which are registered hereby), the Company will receive the amount of the exercise price of any Options so exercised. The Company cannot predict when or if it will receive proceeds from the exercise of Options, or the amount of any such proceeds. The Company intends to use the proceeds, if any, received from the exercise of Options for working capital purposes. See "Plan of Distribution." 3 PERSONS ELIGIBLE TO SELL SHARES The following table sets forth certain information regarding the shares of Common Stock issuable upon the exercise of Options held by participants in the Company's 1997 Incentive Stock Option Plan who may be deemed "affiliates" of the Company, as defined in Rule 405 under the Securities Act, who are eligible to sell shares, whether or not they have a present intention of doing so. No such Eligible Shareholder has advised the Company of any present intention of selling any of the shares eligible to be sold (which shares are deemed to be offered hereby). In cases where the Eligible Shareholder serves or has served within the past three years as an officer, director or employee of the Company or any of its subsidiaries or has had another material relationship with the Company, this relationship is noted. All of the shares offered hereby are shares issued or issuable upon the exercise of Options granted under the Company's 1997 Incentive Stock Option Plan. This Prospectus may be supplemented from time to time to include the names of affiliates of the Company who may from time to time be awarded Options and the number of shares of Common Stock issuable upon the exercise thereof which may be resold in reliance on this Prospectus.
Shares Shares Beneficially Owned Eligible Name Position Prior to Offering(1) to be Sold(2) - ---------------- ----------------------------- -------------------- ---------------- Milan Puskar Chairman, Chief Executive 2,500,000 50,000 Officer, President and Director Dana G. Barnett Executive Vice President and 267,571 40,000 Director C.B. Todd Senior Vice President and 567,316 40,000 Director Roderick P. Jackson Senior Vice President 247,250 40,000 Louis J. DeBone Vice President 135,000 30,000 Patricia A. Sunseri Vice President and Director 478,750 30,000 John P. O'Donnell Vice President-Research and 161,300 30,000 Quality Control Roger L. Foster Vice President and General 69,800 30,000 Counsel Frank A. DeGeorge Director of Corporate Finance 57,350 10,000 and Chief Accounting Officer
- ---------------------- (1)Includes (i) shares owned of record, (ii) shares issuable upon the exercise of options (including the Options) which are currently exercisable or exercisable within 60 days from the date of this Prospectus, and (iii) shares otherwise beneficially owned. (2)No such Eligible Shareholder has advised the Company of any present intention of selling any of the shares eligible to be sold (which shares are deemed to be offered hereby). However, if all of the shares eligible to be sold are sold in this offering, then, following the offering, each Eligible Shareholder would be deemed to own the number of shares shown in the column titled "Shares Beneficially Owned Prior to the Offering" less the number shown in the column titled "Shares Eligible to be Sold." In each such instance, the percentage of ownership of the Eligible Shareholder would be less than 1% of all outstanding shares of Common Stock, except for Mr. Puskar, whose percentage of ownership would be 2%. 4 PLAN OF DISTRIBUTION The shares of Common Stock may be sold from time to time to purchasers in regular way brokerage transactions on the New York Stock Exchange or in privately negotiated transactions. Sales effected through the facilities of the New York Stock Exchange or otherwise will be effected at such prices as may be obtainable and are satisfactory to the respective Eligible Shareholders. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Some or all of the shares of Common Stock may be sold through brokers acting on behalf of the Eligible Shareholders or to dealers for resale by such dealers, and in connection with such sales, such brokers or dealers may receive compensation in the form of discounts or commissions from the Eligible Shareholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts or commissions are not anticipated to exceed those customary in the types of transactions involved). However, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other expenses incurred by individual Eligible Shareholders will be borne by each such Eligible Shareholder. The Company will not be entitled to any of the proceeds from such sales, although the Company will, with respect to the Stock Option Plan, receive the exercise price in cash upon the exercise of the Options. The Eligible Shareholders and any dealer participating in the distribution of any of the shares of Common Stock or any broker executing selling orders on behalf of the Eligible Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of any or all of the shares of Common Stock by them and any discounts or commissions received by any such brokers or dealers may be deemed to be underwriting discounts and commissions under the Securities Act. Any broker or dealer participating in any distribution of shares of Common Stock in connection with this offering may be deemed to be an "underwriter" within the meaning of the Securities Act and if so deemed will be required to deliver a copy of this Prospectus, including a Prospectus Supplement, if required, to any person who purchases any of the shares of Common Stock from or through such broker or dealer. In order to comply with the securities laws of certain states, if applicable, the shares of Common Stock will be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of Common Stock may not be sold unless they have been registered or qualified for sale in such state or an exemption from such registration or qualification requirement is available and is complied with. LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Doepken, Keevican &Weiss Professional Corporation, Pittsburgh, Pennsylvania. EXPERTS The consolidated financial statements of the Company as of March 31, 1997 and 1996 and for each of the three years in the period ended March 31, 1997 incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 1997, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm, given upon their authority as experts in accounting and auditing. The consolidated financial statements of Somerset Pharmaceuticals, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 incorporated in this Prospectus by reference from the Annual Report on Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by 5 reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by the Company pursuant to the Exchange Act are incorporated by reference in this Prospectus: 1. Annual Report on Form 10-K for the year ended March 31, 1997. 2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 3. The description of the Company's Common Stock included in the Registration Statement on Form 8-A filed April 3, 1986. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all 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. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock being offered hereby will be passed upon for the Company by Doepken, Keevican &Weiss Professional Corporation, Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of Doepken Keevican & Weiss, is also a Director and Secretary of, and General Counsel to, the Company. Item 6. Indemnification of Directors and Officers In accordance with the Pennsylvania Business Corporation Law (the "PBCL"), the Company's By-Laws provide that a director of the Company shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties required under Pennsylvania law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. As permitted by PBCL, the Company's By-Laws provide that directors and officers of the Company are indemnified under certain circumstances for expenses, judgments, fines or settlements incurred in connection with suits and other legal proceedings. The PBCL allows indemnification in cases where the person "acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful." Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits. 4.1 Mylan Laboratories Inc. 1997 Incentive Stock Option Plan (included as Annex A to Definitive Proxy Statement filed with the Commission on June 2, 1997). 6 4.2 Amended and Restated Articles of Incorporation of the Company. 4.3 Bylaws of the Company, as amended to date. 5.1 Opinion of Doepken Keevican & Weiss Professional Corporation. 23.1 Consent of Doepken Keevican & Weiss Professional Corporation (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 23.2 Consent of Deloitte & Touche LLP relating to its report regarding Mylan Laboratories Inc. 23.3 Consent of Deloitte & Touche LLP relating to its report regarding Somerset Pharmaceuticals, Inc. 24.1 Powers of Attorney (included on signature page of the Registration Statement). Item 9. Undertakings. The 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 of 1933; (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 thereof) 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 paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. (4) 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. 7 (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Pittsburgh, State of Pennsylvania, on September 17, 1997. Mylan Laboratories Inc. (Registrant) By: /s/ Milan Puskar Milan Puskar, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, each of the members of the registrant's Stock Option Committee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Pittsburgh, State of Pennsylvania, on September 17, 1997. /s/ Laurence S. DeLynn Laurence S. DeLynn, Member of Stock Option Committee /s/ John C. Gaisford John C. Gaisford, M.D., Member of Stock Option Committee POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Milan Puskar and Patricia A. Sunseri and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof. 9 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------------------------------- /s/ Milan Puskar Chairman, Chief Executive September 17, 1997 Milan Puskar and President /s/ Dana G. Barnett Executive Vice President September 17, 1997 Dana G. Barnett and Director /s/ Laurence S. DeLynn Director September 17, 1997 Laurence S. DeLynn /s/ Robert W. Smiley Secretary and Director September 17, 1997 Robert W. Smiley /s/ Patricia A. Sunseri Vice President and Director September 17, 1997 Patricia A. Sunseri /s/ John C. Gaisford Director September 17, 1997 John C. Gaisford, M.D. /s/ C.B. Todd Senior Vice President September 17, 1997 C.B. Todd and Director /s/ Frank A. DeGeorge Director of Corporate Finance September 17, 1997 Frank A. DeGeorge as Chief Accounting Officer 10 EXHIBIT 5.1 DOEPKEN KEEVICAN & WEISS 58th Floor, USX Tower 600 Grant Street Pittsburgh, Pennsylvania 15219 September 17, 1997 Mylan Laboratories Inc. 1030 Century Building 130 Seventh Street Pittsburgh, Pennsylvania 15222 RE: Mylan Laboratories Inc. Registration on Form S-8 Ladies and Gentlemen: We have acted as counsel for Mylan Laboratories Inc., a Pennsylvania corporation (the "Company"), in connection with the registration with the Securities and Exchange Commission (the "SEC") by the Company of 10,000,000 shares of the Company's common stock (the "Common Stock") pursuant to the Securities Act of 1933, as amended (the "Act"). In connection with the registration, we have examined the following: (a) The Certificate of Incorporation and By-laws of the Company, each as amended to date; (b) The Registration Statement on Form S-8 (the "Registration Statement"), including the Reoffer Prospectus which is a part thereof (the "Prospectus"), relating to the Common Stock, as filed with the SEC; (c) The Mylan Laboratories Inc. 1997 Incentive Stock Option Plan (the "Plan"); and (d) Such other documents, records, opinions, certificates and papers as we have deemed necessary or appropriate in order to give the opinions hereinafter set forth. 11 Mylan Laboratories Inc. September 17, 1997 Page 2 The opinions hereinafter expressed are subject to the following qualifications and assumptions : (i) In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity of all documents submitted to us as copies to the originals thereof. (ii) As to the accuracy of certain factual matters, we have relied on the certificates of officers of the Company and certificates, letters, telegrams or statements of public officials. (iii) We express no opinion on the laws of any jurisdiction other than the United States of America and the Pennsylvania Business Corporation Law. Based upon and subject to the foregoing, we are pleased to advise you that, insofar as the laws of the Commonwealth of Pennsylvania and the United States of America are concerned, it is our opinion that the 10,000,000 shares of Common Stock to be issued under the Plan and sold by the Company pursuant to the Registration Statement, have been duly authorized and, when issued and sold as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name in the Prospectus in connection with the matters referred to under the caption "Legal Matters." Very truly yours, /s/ Doepken Keevican & Weiss DOEPKEN KEEVICAN & WEISS PROFESSIONAL CORPORATION 12 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Mylan Laboratories Inc. on Form S-8 of our report dated April 30, 1997, incorporated by reference in the Annual Report on Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1997, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Pittsburgh, Pennsylvania September 16, 1997 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Mylan Laboratories Inc. on Form S-8 of our report dated February 6, 1997, except for Note 12, as to which the date is March 7, 1997, relating to the consolidated financial statements of Somerset Pharmaceuticals, Inc. and subsidiaries as of December 31, 1996 and 1996 and for each of the three years in the period ended December 31, 1996, appearing in the Annual Report on Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1997 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/Deloitte & Touche LLP Pittsburgh, Pennsylvania September 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----