-----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, T7GW366clw3bl5gTQzF+GNHA10wbpF+bswedJaqaZ5WmDRoL9xrtxIW6E2fnEzUx x7Npk8GAur0u4bk00c+uTw== 0000904440-98-000065.txt : 19981126 0000904440-98-000065.hdr.sgml : 19981126 ACCESSION NUMBER: 0000904440-98-000065 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981125 EFFECTIVENESS DATE: 19981125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL RESOURCES INC CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67953 FILM NUMBER: 98759364 BUSINESS ADDRESS: STREET 1: ONE RAM RIDGE RD CITY: SPRING VALLEY STATE: NY ZIP: 10977 BUSINESS PHONE: 9144257100 MAIL ADDRESS: STREET 1: ONE RAM RIDGE RD CITY: SPRING VALLEY STATE: NY ZIP: 10977 S-8 1 1990 STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission via EDGAR on November 25, 1998 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHARMACEUTICAL RESOURCES, INC. (Exact name of registrant as specified in its charter) New Jersey 22-3122182 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Ram Ridge Road Spring Valley, New York 10977 (Address of principal executive offices, including zip code) 1990 STOCK INCENTIVE PLAN (Full title of the plan) KENNETH I. SAWYER, Chairman Pharmaceutical Resources, Inc. One Ram Ridge Road Spring Valley, New York 10977 (914) 425-7100 (Name, address and telephone number, including area code, of agent for service) Copies of all communications to: STEPHEN A. OLLENDORFF, ESQ. Hertzog, Calamari & Gleason 100 Park Avenue New York, New York 10017 (212) 481-9500 ================================================================================ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum Securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price(1) fee(2) - -------------------------------------------------------------------------------- Common Stock, $.01 par value 750,000 per share shares $3.66 $2,742,188 $831.00 - -------------------------------------------------------------------------------- (1) Based upon the market price of the Common Stock, as reported on The New York Stock Exchange, Inc., on November 23, 1998, in accordance with Rule 457(c) promulgated under the Securities Act of 1933, as amended. (2) This amount is the assumed aggregate option price of the shares of Common Stock being registered hereunder, based upon the market price of the Common Stock of the Registrant on November 23, 1998, in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended. In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933 as amended, this Registration Statement will become effective upon a filing with the Securities and Exchange Commission. The Registration Statement, including all exhibits and attachments, contains 27 pages. The exhibit index may be found on page 5 of the consecutively numbered pages of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement covers additional securities of the same class (i.e., Common Stock) as the securities for which a Registration Statement filed September 11, 1992 on Form S-8 (File No. 33-51914), a Registration Statement filed June 9, 1994 on Form S-8 (File No. 33-79954) and a Registration Statement filed April 26, 1996 on Form S-8 (File No. 333-02885) relating to the 1990 Stock Incentive Plan are already effective. ITEM 3. Incorporation of Documents by Reference. --------------------------------------- The Registrant hereby incorporates by reference in this Registration Statement the contents of the Registration Statements on Form S-8 (File Nos. 33-51914, 33-79954 and 333-02885), dated September 11, 1992, June 9, 1994 and April 26, 1996, respectively, and all other documents and reports filed by the Registrant, since such dates with the Securities and Exchange Commission pursuant to Sections 13(a) and 14 of the Securities Exchange Act of 1934. ITEM 8. Exhibits. -------- Exhibit No. Description 4.1 1990 Stock Incentive Plan, as amended. 5.1 Opinion of Hertzog, Calamari & Gleason, special counsel to the Registrant. 23.1 Consent of Arthur Andersen LLP, independent public accountants for the Registrant. 23.2 Consent of Hertzog, Calamari & Gleason, special counsel to the Registrant (included in the opinion filed as Exhibit 5.1 hereto). II-2 SIGNATURES 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 person, thereunto duly authorized, in the town of Spring Valley, State of New York, on this 25th day of November, 1998. PHARMACEUTICAL RESOURCES, INC. (Registrant) By:Kenneth I. Sawyer --------------------------------------- Kenneth I. Sawyer, President, Chairman and Chief Executive Officer (Principal Executive Officer) 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. Signature Title Date - --------- ----- ---- Kenneth I. Sawyer President, Chairman and November 25, 1998 - ------------------------- Chief Executive Officer Kenneth I. Sawyer Dennis J. O'Connor Chief Financial Officer November 25, 1998 - ------------------------- and Secretary (Principal Dennis J. O'Connor Financial and Accounting Officer) Mark Auerbach - ------------------------- Director November 25, 1998 Mark Auerbach Stephen A. Ollendorff - ------------------------- Director November 25, 1998 Stephen A. Ollendorff Anthony S. Tabatznik - ------------------------- Director November 25, 1998 Anthony S. Tabatznik J. Neil Tabatznik - ------------------------- Director November 25, 1998 J. Neil Tabatznik Bernhard Scheuble - ------------------------- Director November 25, 1998 Bernhard Scheuble Klaus H. Jander - ------------------------- Director November 25, 1998 Klaus H. Jander II-3 Exhibit Index ------------- Exhibit No. Description Page - ----------- ----------- ---- 4.1 1990 Stock Incentive Plan, as amended. 5 5.1 Opinion of Hertzog, Calamari & Gleason, special counsel to the Registrant. 21 23.1 Consent of Arthur Andersen LLP, independent public accountants for the Registrant. 27 23.2 Consent of Hertzog, Calamari & Gleason, special counsel to the Registrant (included in the opinion filed as Exhibit 5.1 hereto). 21 II-4 EX-4 2 EX 4.1 1990 STOCK INCENTIVE PLAN, AS AMENDED 1990 STOCK INCENTIVE PLAN PHARMACEUTICAL RESOURCES, INC. Section 1. Purpose; Definitions. The purpose of the Pharmaceutical Resources, Inc. 1990 Stock Incentive Plan (the "Plan") is to enable Pharmaceutical Resources, Inc. (the "Company") to offer to officers, other employees and independent agents, consultants and attorneys of the Company and its subsidiaries, long-term performance-based stock and/or other equity interests in the Company thereby enhancing their ability to attract, retain and reward such individuals. The various types of long-term incentive awards which may be provided under the Plan will enable Pharmaceutical Resources, Inc. to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses. For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Agents" means those persons who are not employees of the Company or any subsidiary, including independent agents, consultants and attorneys for the Company. (b) "Board" means the Board of Directors of Pharmaceutical Resources, Inc. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (d) "Committee" means the Stock Option Committee of the Board or any other committee of the Board which the Board may designate. (e) "Company" means Pharmaceutical Resources, Inc., a corporation organized under the laws of the State of New Jersey. (f) "Deferred Stock" means Stock to be received, under an award made pursuant to Section 8 below, at the end of a specified deferral period. (g) "Disability" means disability as determined under procedures established by the Committee for purposes of the Plan. (h) "Early Retirement" means retirement, with the approval of the Committee for purposes of one or more award(s) hereunder, from active employment with the Company or any Subsidiary prior to age 65. 5 (i) "Fair Market Value", unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Stock is listed on a national securities exchange or quoted on the NASDAQ National Market System, the closing price of the Stock on the last preceding day on which the Stock was traded, as reported on the composite tape or by NASDAQ/NMS System Statistics, as the case may be; (ii) if the Stock is not listed on a national securities exchange or quoted on the NASDAQ National Market System, but is traded in the over-the-counter market, the average of the closing bid and asked prices for the Stock on the last preceding day for which such quotations are reported by NASDAQ; and (iii) if the Fair Market Value of the Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine. (j) "Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code. (k) "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option. (l) "Normal Retirement" means retirement from active employment with the Company or any Subsidiary on or after age 65. (m) "Other Stock-Based Award" means an award under Section 9 below that is valued in whole or in part by reference to, or is otherwise based upon, Stock. (n) "Plan" means this Pharmaceutical Resources, Inc. 1990 Stock Incentive Plan, as hereinafter amended from time to time. (o) "Qualified Domestic Relations Order" shall have the meaning assigned to such term under the Code. (p) "Restricted Stock" means Stock, received under an award made pursuant to Section 7 below, that is subject to restrictions under said Section 7. (q) "Retirement" means Normal Retirement or Early Retirement. (r) "SAR Value" means the value of the excess of the Fair Market Value of one share of Stock over the option price per share specified in a related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall be exercised, on the date of exercise. (s) "Stock" means the Common Stock of the Company, par value $.01 per share. (t) "Stock Appreciation Right" means the right, pursuant to an award granted under Section 6 below, to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount equal to the SAR Value. 6 (u) "Stock Option" or "Option" means any option to purchase shares of Stock which is granted pursuant to the Plan. (v) "Subsidiary" means any present or future subsidiary corporation of the Company, as such term is defined in Section 424(f) of the Code, or any successor thereto. Section 2. Administration. The Plan shall be administered by the Committee, the membership of which shall be at all times constituted so as to not adversely affect the compliance of the Plan with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), as in effect from time to time, or with the requirements of any other applicable law, rule or regulation. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to officers, other employees and Agents under Section 4 below: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock, and/or (v) Other Stock- Based Awards. For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan): (i) to select the officers, other employees and Agents of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and/or Other Stock-Based Awards may from time to time be granted hereunder; (ii) to determine the Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and/or Other Stock-Based Awards, or any combination thereof, if any, to be granted hereunder to one or more officers, other employees and Agents; (iii) to determine the number of shares to be covered by each award granted hereunder; (iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, share price, any restrictions or limitations, and any vesting, acceleration or forfeiture provisions, as the Committee shall determine); (v) to determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company or any Subsidiary outside of this Plan; (vi) to determine the extent and circumstances under which Stock and other amounts payable with respect to an award hereunder shall be deferred, which may be either automatic or at the election of the participant; and 7 (vii) to substitute (A) new Stock Options for previously granted Stock Options, which previously granted Stock Options have higher option exercise prices and/or contain other less favorable terms, and (B) new awards of any other type for previously granted awards of the same type, which previously granted awards are upon less favorable terms. Subject to Section 11 hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto), and to otherwise supervise the administration of the Plan. Subject to Section 11 hereof, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee's sole discretion and shall be final and binding upon all persons, including the Company, its Subsidiaries and Plan participants. Section 3. Stock Subject to Plan. The total number of shares of Stock reserved and available for distribution under the Plan shall be 2,800,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Stock that have been optioned cease to be subject to a Stock Option, or if any shares of Stock that are subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock award or Other Stock-Based Award granted hereunder are forfeited or any such award otherwise terminates without a payment being made to the participant in the form of cash and/or Stock, such shares shall again be available for distribution in connection with future grants and awards under the Plan. In the event of any merger, reorganization, consolidation, recapitalization, dividend (other than a dividend or its equivalent which is credited to a Plan participant or a regular cash dividend), Stock split, or other change in corporate structure affecting the Stock, such substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding Options granted under the Plan, and in the number of shares subject to other outstanding awards (including but not limited to awards of Restricted Stock, Deferred Stock and Other Stock-Based Awards) granted under the Plan as may be determined to be appropriate by the Committee in order to prevent dilution or enlargement of rights, provided that the number of shares subject to any award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option. 8 Section 4. Eligibility. Officers and other employees of the Company or any Subsidiary (but excluding members of the Committee and any person who serves only as a director) who are at the time of the grant of an award under this Plan regularly employed by the Company or any Subsidiary on a full-time basis and who are responsible for or contribute to the management, growth and/or profitability of the business of the Company or any Subsidiary, are eligible to be granted Options and awards under the Plan. Eligibility under the Plan for such officers and other employees, and Agents, shall be determined by the Committee. Section 5. Stock Options. (a) Grant and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. Any Stock Option granted under the Plan shall contain such terms as the Committee may from time to time approve. The Committee shall have the authority to grant to any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Stock Appreciation Rights), which may be granted alone or in addition to other awards granted by the Company. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options or any agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the optionee(s) affected, to disqualify any Incentive Stock Option under such Section 422. (b) Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions: (i) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall be not less than 100% of the Fair Market Value at the time of grant (110%, in the case of an Incentive Stock Option granted to an optionee ("10% Stockholder") who, at the time of grant, owns Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent (if any) or subsidiary corporations, as those terms are defined in Sections 424(e) and (f) of the Code). (ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than ten years (five years, in the case of an Incentive Stock Option granted to a 10% Stockholder) after the date on which the Option is granted, and no Non-Qualified Stock Option shall be exercisable more than ten years and one day after the date on which the Option is granted. 9 (iii) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee shall determine. (iv) Method of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares of Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash or, unless otherwise provided in the Stock Option agreement referred to in Section 5(b)(xii) below, in whole shares of Stock which are already owned by the holder of the Option or, unless otherwise provided in the Stock Option agreement referred to in Section 5(b)(xii) below, partly in cash and partly in such Stock. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof. Payments in the form of Stock (which shall be valued at the Fair Market Value of a share of Stock on the date of exercise) shall be made by delivery of stock certificates in negotiable form which are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. The holder of an Option shall have none of the rights of a stockholder with respect to the shares subject to the Option until such shares shall be transferred to the holder upon the exercise of the Option. At the discretion of the Board or the Committee, as the case may be, an Option may be exercised with respect to a specified number of shares of Stock by written notice of exercise to the Company stating that (i) the option price for the shares and any withholding tax due thereon will be paid to the Company directly by a broker-dealer designated by the optionee and irrevocable instructions to such effect have been furnished by the optionee to such broker-dealer; and (ii) an advice from the broker-dealer confirming payment to the Company will be promptly delivered to the Company. The exercise of any such option shall be irrevocable at the time of notice to the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Stock with respect to the exercise of the option until the Company has confirmed the receipt of good and sufficient funds in payment of the purchase price thereof. (v) Transferability; Exercisability. No Stock Option shall be transferable by the optionee otherwise than by will, by the laws of descent and distribution or by a Qualified Domestic Relations Order, and all Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee or by his spouse to whom the Option has been transferred pursuant to the terms of a Qualified Domestic Relations Order. (vi) Termination by Reason of Death. Subject to Section 5(b)(x) below, in the event of the death of an optionee, any Stock Option held by such optionee, unless otherwise determined by the Committee, shall be exercisable by the legal representative of the estate or by the legatee of the 10 optionee under the will of the optionee, for a period of one year (or such other period as the Committee may specify) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter, to the extent such Stock Option was exercisable at the time of death. (vii) Termination by Reason of Disability of Employee Optionee. Subject to Section 5(b)(x) below, any Stock Options held by an optionee who is an officer or employee and whose employment by the Company or any Subsidiary terminates by reason of Disability, unless otherwise determined by the Committee, shall be exercisable by the optionee for a period of one year (or such other period as the Committee may specify) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter, to the extent such Stock Option was exercisable at the time of such disability; provided, however, that if the optionee dies within such one-year period (or such other period as the Committee shall specify), any unexercised Stock Option held by such optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. (viii) Termination by Reason of Retirement of Employee Optionee. Subject to Section 5(b)(x) below, any Stock Options held by an optionee who is an officer or employee and whose employment by the Company or a Subsidiary terminates by reason of Normal Retirement, unless otherwise determined by the Committee, shall be exercisable by the optionee for a period of one year (or such other period as the Committee may specify) from the date of such termination of employment or the expiration of the stated term of such Stock Option, whichever period is the shorter, to the extent such Stock Option was exercisable at the time of such Normal Retirement; provided, however, that if the optionee dies within such one-year period, any unexercised Stock Option held by such optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. If an optionee's employment with the Company or any Subsidiary terminates by reason of Early Retirement, the Stock Option shall thereupon terminate, provided if the Committee so approves at the time of Early Retirement, any Stock Option held by the optionee shall be fully vested and may thereafter be exercised by the optionee as provided above in connection with termination of employment by reason of Normal Retirement. (ix) Other Termination of Employment of Employee Optionee. Subject to the provisions of Section 13(g) below and unless otherwise determined by the Committee, if an optionee who is an officer or employee whose employment by the Company or any Subsidiary terminates for any reason other than death, Disability or Retirement, any Stock Options held by him shall thereupon automatically terminate, except that if the optionee's employment is involuntarily terminated by the Company or a Subsidiary, without cause, such Stock Option may be exercised for the lesser of three months after termination of employment or the balance of such Stock Option's term. 11 (x) Additional Incentive Stock Option Limitation. In the case of an Incentive Stock Option, the amount of Stock (determined at the time of grant of the Option using the Fair Market Value of the Stock as of such date) with respect to which Incentive Stock Options are exercisable for the first time by an optionee during any calendar year (under all such plans of optionee's employer corporation and its parent and subsidiary corporations, as defined in Sections 424(e) and (f) of the Code) shall not exceed $100,000. (xi) Buy out and Settlement Provisions. The Committee may at any time offer to buy out a Stock Option previously granted, based upon such terms and conditions as the Committee shall establish and communicate to the optionee at the time that such offer is made. (xii) Stock Option Agreement. Each grant of a Stock Option shall be confirmed by, and shall be subject to the terms of, an agreement executed by the Company and the participant. Section 6. Stock Appreciation Rights. (a) Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted by the Company. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Non-Qualified Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Incentive Stock Option. A Stock Appreciation Right which is granted with respect to a given Stock Option shall terminate and shall no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise determined by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall not be reduced until after the number of shares remaining under the related Stock Option equals the number of shares covered by the Stock Appreciation Right. A Stock Appreciation Right may be exercised by an optionee, in accordance with Section 6(b) below, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the optionee shall be entitled to receive an amount (and in the form) determined in the manner prescribed in Section 6(b) below. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. (b) Terms and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions: (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 above and this Section 6 of the Plan; provided, however, that any Stock Appreciation Right granted subsequent to the grant of the related Stock Option shall not be 12 exercisable during the first six months of the term of such Stock Appreciation Right, except that this special limitation shall not apply in the event of Disability or Termination of an employee optionee or death of an optionee prior to the expiration of the six-month period. (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive up to, but not more than, an amount in cash and/or shares of Stock equal to the SAR Value with the Committee having the right to determine the form of payment, subject to Section 6(b)(v) below. For purposes of this paragraph, the shares of Stock will be valued at their Fair Market Value at the date of exercise of the Stock Appreciation Right. (iii) Stock Appreciation Rights shall be transferable and exercisable only when and to the extent that the underlying Stock Option would be transferable and exercisable under Section 5(b)(v) of this Plan. (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 of the Plan on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares issued under the Stock Appreciation Right at the time of exercise based upon the SAR Value. (v) The Committee may grant "Limited Stock Appreciation Rights", i.e., Stock Appreciation Rights that become exercisable only in the event of a Change in Control as defined in Section 10 below, subject to such terms and conditions as the Committee may specify at the time of grant. Said Limited Stock Appreciation Rights shall be settled solely in cash, in an amount equal to the SAR Value. Each grant of Stock Appreciation Rights shall be confirmed by, and shall be subject to the terms of, an agreement, executed by the Company and the participant. Section 7. Restricted Stock. (a) Grant and Exercise. Shares of Restricted Stock may be issued either alone or in addition to other awards granted by the Company. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient, the time or times within which such awards may be subject to forfeiture (the "Restriction Period"), the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the awards. The Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors as the Committee may determine. (b) Terms and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions: 13 (i) Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a restrictive legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Restricted Stock agreement. Such certificates shall be deposited by the holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the applicable Restricted Stock agreement. (ii) Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The holder will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (A) the holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (B) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (C) other than regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; (D) the holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions during the Restriction Period; and (E) a breach by the holder of any of the restrictions, terms or conditions contained in this Plan or the Restricted Stock agreement referred to in the following clause (iv) or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto. (iii) Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (A) all or part of such Restricted Stock shall become vested in accordance with the terms of the Restricted Stock agreement referred to in the following clause (iv), and (B) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited. 14 (iv) Each Restricted Stock award shall be confirmed by, and shall be subject to the terms of, an agreement executed by the Company and the participant. Section 8. Deferred Stock. (a) Grant and Exercise. Deferred Stock may be awarded either alone or in addition to other awards granted by the Company. The Committee shall determine the eligible persons to whom and the time or times at which Deferred Stock shall be awarded, the number of shares of Deferred Stock to be awarded to any person, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the Stock will be deferred, and all the other terms and conditions of the awards. The Committee may condition the grant of Deferred Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine. (b) Terms and Conditions. Each Deferred Stock award shall be subject to the following terms and conditions: (i) Subject to the provisions of this Plan and the award agreement referred to in Section 8(b)(vii) below, Deferred Stock awards may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or the Additional Deferral Period referred to in Section 8(b)(vi) below, where applicable), share certificates shall be delivered to the participant, or his legal representative, in a number equal to the shares covered by the Deferred Stock award. (ii) As determined by the Committee at the time of award, amounts equal to any dividends declared during the Deferral Period (or the Additional Deferral Period referred to in Section 8(b)(vi) below, where applicable) with respect to the number of shares covered by a Deferred Stock award may be paid to the participant currently or deferred and deemed to be reinvested in additional Deferred Stock. (iii) Subject to the provisions of the award agreement and this Section 8 and Section 13(g) below, upon termination of a participant who is an officer or employee whose employment with the Company or any Subsidiary is terminated for any reason during the Deferral Period (or the Additional Deferral Period referred to in Section 8(b)(vi) below, where applicable) for a given award, the Deferred Stock in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at the time of grant. (iv) The Committee may, after grant, accelerate the vesting of all or any part of any Deferred Stock award and/or waive the deferral limitations for all or any part of a Deferred Stock award. 15 (v) In the event of hardship or other special circumstances of an Agent or a participant who is an officer or employee whose employment with the Company or any Subsidiary is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all of the remaining deferral limitations imposed hereunder or pursuant to the award agreement referred to in Section 8(b)(vii) below with respect to any or all of the participant's Deferred Stock. (vi) A participant may request to, and the Committee may at any time, defer the receipt of an award (or an installment of an award) for an additional specified period or until a specified event (the "Additional Deferral Period"). Subject to any exceptions adopted by the Committee, such request must generally be made at least one year prior to expiration of the Deferral Period for such Deferred Stock award (or such installment). (vii) Each Deferred Stock award shall be confirmed by, and shall be subject to the terms of, an agreement executed by the Company and the participant. Section 9. Other Stock-Based Awards. (a) Grant and Exercise. Other Stock-Based Awards which may include performance shares, and shares valued by reference to the performance of the Company or any Subsidiary, may be granted either alone or in addition to or in tandem with Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock under this or any other plan. The Committee shall determine the eligible persons to whom, and the time or times at which, such awards shall be made, the number of shares of Stock to be awarded pursuant to such awards, and all other terms and conditions of the awards. The Committee may also provide for the grant of Stock under such awards upon the completion of a specified performance period. (b) Terms and Conditions. Each Other Stock-Based Award shall be subject to the following terms and conditions: (i) Shares of Stock subject to an Other Stock-Based Award may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses. (ii) The recipient of an Other Stock-Based Award shall be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares covered by the award, as determined by the Committee at the time of the award. The Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock. (iii) Any Other Stock-Based Award and any Stock covered by any Other Stock-Based Award shall vest or be forfeited to the extent so provided in the award agreement, as determined by the Committee. 16 (iv) In the event of Retirement, Disability or death of a participant who is an officer or employee of the Company or any Subsidiary, or in cases of special circumstances of any participant, the Committee may waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Other Stock-Based Award. (v) Each Other Stock-Based Award shall be confirmed by, and shall be subject to the terms of, an agreement executed by the Company and by the participant. Section 10. Change in Control Provisions. (a) A "Change of Control" shall be deemed to have occurred on the tenth day after: (i) any individual, firm, corporation or other entity, or any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) (the "Act") becomes, directly or indirectly, the beneficial owner (as defined in the General Rules and Regulations of the Securities and Exchange Commission with respect to Sections 13(d) and 13(g) of the Act) of more than 20% of the then outstanding shares of the Company's capital stock entitled to vote generally in the election of directors of the Company; or (i) the commencement of, or the first public announcement of the intention of any individual, firm, corporation or other entity or of any group (as defined in Section 13(d)(3) of the Act) to commence, a tender or exchange offer subject to Section 14(d)(1) of the Act for any class of the Company's capital stock; or (ii) the stockholders of the Company approve (A) a definitive agreement for the merger or other business combination of the Company with or into another corporation pursuant to which the stockholders of the Company do not own, immediately after the transaction, more than 50% of the voting power of the corporation that survives and is a publicly owned corporation and not a subsidiary of another corporation, or (B) a definitive agreement for the sale, exchange or other disposition of all or substantially all of the assets of the Company, or (C) any plan or proposal for the liquidation or dissolution of the Company; provided, however, that a "Change of Control" shall not be deemed to have taken place if beneficial ownership is acquired by, or a tender or exchange offer is commenced or announced by, the Company, any profit-sharing, employee ownership or other employee benefit plan of the Company, any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities. (b) In the event of a "Change of Control" as defined in Subsection (a) above, awards granted under the Plan will be subject to the following provisions, unless the provisions of this Section 10 are suspended or terminated by an affirmative vote of a majority of the Board prior to the occurrence of such a "Change of Control": 17 (i) all outstanding Stock Options, and all Stock Appreciation Rights (including Limited Stock Appreciation Rights) shall become exercisable in full, whether or not otherwise exercisable at such time, and any such Stock Option or Stock Appreciation Right shall remain exercisable in full thereafter until it expires pursuant to its terms; and (ii) all restrictions and deferral limitations contained in Restricted Stock awards, Deferred Stock awards and Other Stock-Based Awards granted under the Plan shall lapse. Section 11. Amendments and Termination. The Board may at any time, and from time to time, amend any of the provisions of the Plan, and may at any time suspend or terminate the Plan; provided, however, that no such amendment shall be effective unless and until it has been duly approved by the holders of the outstanding shares of Stock if (a) it increases the aggregate number of shares of Stock which are issued pursuant to the Plan, (except as provided in Section 3 above) or (b) the failure to obtain such approval would adversely affect the compliance of the Plan with the requirements of Rule 16b-3 under the Act, as in effect from time to time, or with the requirements of any other applicable law, rule or regulation. The Committee may amend the terms of any award theretofore granted under the Plan; provided, however, that subject to Section 3 above, no such amendment may be made by the Committee which in any material respect impairs the rights of the participant without the participant's consent. Section 12. Unfunded Status of Plan. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a participant or optionee by the Company, nothing contained herein shall give any such participant or optionee any rights that are greater than those of a general creditor of the Company. Section 13. General Provisions. (a) Investment Representations. The Committee may require each person acquiring shares of Stock pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing that the optionee or participant is acquiring the shares for investment without a view to distribution thereof. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, any applicable Federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 18 (b) Additional Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of stock options and the awarding of stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases. (c) Continued Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any officer, employee or Agent of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any of its officers, employees or Agents at any time. (d) Withholding. Not later than the date as of which an amount first becomes includable in the gross income of the participant for Federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional upon such payment or arrangements and the Company or the participant's employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant from the Company or any Subsidiary. (e) Governing Law. The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of New York (without regard to choice of law provisions). (f) Other Benefit Plans. Any Stock Option granted or other award made under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to awards under this Plan). (g) Employee Status. A leave of absence, unless otherwise determined by the Committee prior to the commencement thereof, shall not be considered a termination of employment. Any Stock Option granted or awards made under the Plan to officers and employees of the Company or any Subsidiary shall not be affected by any change of employment, so long as the holder continues to be an employee of the Company or any Subsidiary. (h) Non-Transferability. Except as otherwise expressly provided in the Plan, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered or charged, otherwise than by will, by the laws of decent and distribution or by a Qualified Domestic Relations Order, and any attempt otherwise to alienate, sell, assign, 19 hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. (i) Applicable Laws. The obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, and (ii) the rules and regulations of any securities exchange on which the Stock may be listed. (j) Conflicts. If any of the terms or provisions of the Plan conflict with the requirements of Rule 16b-3 under the Act, as in effect from time to time, or with the requirements of any other applicable law, rule or regulation, and/or with respect to Incentive Stock Options, Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of said Rule 16b-3, and/or with respect to Incentive Stock Options, Section 422 of the Code. With respect to Incentive Stock Options, if this Plan does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein, with the same force and effect as if such provision had been set out at length herein. (k) Written Agreements. The Committee may terminate any Stock Option or other award made under the Plan if a written agreement relating thereto is not executed and returned to the Company within 30 days after such agreement has been delivered to the participant for his or her execution. (l) Consideration for Stock. The Committee may not grant any awards under the Plan pursuant to which the Company will be required to issue any shares of Stock unless the Company will receive consideration for the shares of Stock sufficient under the laws of the State of New Jersey so that such shares of Stock will be fully paid and nonassessable when issued. Section 14. Effective Date of Plan. The Plan was deemed adopted on the date it was approved by the stockholders of Par and became effective as to Par as of March 23, 1990. The Plan was adopted as to the Company on the date of adoption and assumption by the Board, and the Plan became effective as to the Company on the effective date of the merger of Par Merging Corp., a subsidiary of the Company, with and into Par. Section 15. Term of Plan. No Stock Option, Stock Appreciation Rights Restricted Stock award, Deferred Stock award or Other Stock-Based Award shall be granted pursuant to the Plan on or after March 23, 2000, but awards granted prior to such date may extend beyond that date. As of September 1996 20 EX-5 3 EX 5.1 OPINION OF HERTZOG, CALAMARI & GLEASON Exhibit 5.1 HERTZOG, CALAMARI & GLEASON 100 PARK AVENUE NEW YORK, NY 10017-5582 (212) 481-9500 TELEFAX: (212) 213-1199 1 November 25, 1998 Pharmaceutical Resources, Inc. Registration Statement on Form S-8 ---------------------------------- Dear Sirs: We have acted as special counsel for Pharmaceutical Resources, Inc., a New Jersey corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company on the date of this letter with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "1933 Act"). This Registration Statement is being filed with respect to 750,000 shares of the common stock of the Company (the "Shares"), par value $.01 per share, issuable upon the exercise of options granted under the Company's 1990 Stock Incentive Plan, as amended (the "Plan"). You have requested us to express certain opinions in connection therewith. We have examined the Registration Statement, the Company's Certificate of Incorporation and By-laws, each as amended, and minutes of meetings and written consents of the Board of Directors and shareholders of the Company authorizing the transactions contemplated in connection with the Registration Statement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate documents and records of the Company and certificates of public officials and officers of the Company, and have made such other investigations, as we have deemed necessary or appropriate in connection with rendering this opinion. As to questions of fact material to this opinion, we have relied upon certificates of public officials and information supplied to us by officers of the Company. 21 For purposes of this opinion, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. All requisite corporate action has been taken to authorize the issuance of the Shares being registered under the Registration Statement pursuant to the 1933 Act. 3. The Shares have been duly authorized for issuance and, when issued and sold in accordance with the provisions of the Plans, will be duly and validly issued, fully paid and non-assessable when the Company shall have received therefor all of the consideration provided in the Plans (but not less than the par value thereof). We are attorneys admitted to practice in the State of New York and do not purport to be an expert in, or to render any opinion concerning, the laws of any other jurisdiction other than the United States of America and the State of New York. As to all matters of New Jersey law involved in the foregoing opinion, we have relied upon the opinion of Stephen A. Ollendorff, Esq., special New Jersey counsel for the Company, a copy of which is annexed hereto as Exhibit A. Mr. Ollendorff is of counsel to this firm, a business consultant to the Company and a director of the Company. Mr. Ollendorff also owns 2,975 shares of Common Stock and options (vested and unvested) to purchase 71,000 shares of Common Stock. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, to the use of our name as special counsel with respect to the Registration Statement and to all references made to us therein. Very truly yours, Hertzog, Calamari & Gleason Hertzog, Calamari & Gleason 22 Pharmaceutical Resources, Inc. One Ram Ridge Road Spring Valley, New York 10977 Attn: Kenneth I. Sawyer 23 Exhibit A to Exhibit 5.1 STEPHEN A. OLLENDORFF, ESQ. 14 LESLIE PLACE TENAFLY, NEW JERSEY 07670 November 25, 1998 Pharmaceutical Resources, Inc. Registration Statement on Form S-8 Dear Sirs: I have acted as special New Jersey counsel for Pharmaceutical Resources, Inc., a New Jersey corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company on the date of this letter with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "1933 Act"). This Registration Statement is being filed with respect to 750,000 shares of the common stock of the Company (the "Shares"), par value $.01 per share, issuable pursuant to the Company's 1990 Stock Incentive Plan, as amended (the "Plan"). You have requested me to express certain opinions in connection therewith. I have examined the Registration Statement, the Company's Certificate of Incorporation and By-laws, each as amended, and minutes of meetings and written consents of the Board of Directors and shareholders of the Company authorizing the transactions contemplated in connection with the Registration Statement. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such other corporate documents and records of the Company and certificates of public officials and officers of the Company, and have made such other investigations, as I have deemed necessary or appropriate in connection with rendering this opinion. As to questions of fact material to this opinion, I have relied upon certificates of public officials and information supplied to me by officers of the Company. For purposes of this opinion, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photostatic copies. Based upon the foregoing, I am of the opinion that: 24 1. The Company is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. All requisite corporate action has been taken to authorize the issuance of the Shares being registered under the Registration Statement pursuant to the 1933 Act. 3. The Shares have been duly authorized for issuance and, when issued and sold in accordance with the provisions of the Plan, will be duly and validly issued, fully paid and non-assessable when the Company shall have received therefor all of the consideration provided in the Plan (but not less than the par value thereof). I am an attorney admitted to practice in the State oaf New Jersey and do not purport to be an expert in, or to render any opinion concerning, the laws of any other jurisdiction. This opinion is solely for your benefit in connection with the Registration Statement. Except as set forth below, this opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person without my prior written consent. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of my name as a special New Jersey counsel to the Company with respect to the Registration Statement. Very truly yours, Stephen A. Ollendorff Stephen A. Ollendorff, Esq. 25 Pharmaceutical Resources, Inc. One Ram Ridge Road Spring Valley, New York 10977 Attn: Kenneth I. Sawyer, Esq. Hertzog, Calamari & Gleason 100 Park Avenue New York, New York 10017 Attn: Angelo P. Lopresti, Esq. 26 EX-23 4 EX 23.1 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated November 25, 1997 included in Pharmaceutical Resource, Inc.'s Form 10-K for the year ended September 30, 1998 and to all references to our Firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP New York, New York November 23, 1998 27 -----END PRIVACY-ENHANCED MESSAGE-----