Edgar Filing: BARR LABORATORIES INC

As filed with the Securities and Exchange Commission on December 20, 2002
Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BARR LABORATORIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

NEW YORK TWO QUAKER ROAD, P.O. BOX 2900 22-1927534
(State or Other POMONA, NY 10970-0519 (I.R.S. Employer
Jurisdiction of (Address of Principal Executive Identification No.)
Incorporation or Offices Including Zip Code)
Organization)

BARR LABORATORIES, INC. 2002 STOCK AND INCENTIVE AWARD PLAN
(Full Title of the Plan)

FREDERICK J. KILLION
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BARR LABORATORIES, INC.
TWO QUAKER ROAD, P.O. BOX 2900
POMONA, NY 10970-0519
(845) 362-1100

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

With a copy to:
JOHN F. OLSON, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
----------------------- ---------- ------------ ----------------- ----------------

COMMON STOCK, $0.01 PAR
VALUE PER SHARE 3,000,000 SHARES $62.765 $188,295,000 $17,323.14

(1) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) and
457 (c) under the Securities Act of 1933 on the basis of the average of
the high and low prices of Barr Laboratories, Inc. common stock on the New
York Stock Exchange on December 18, 2002, which was $62.765.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus (the "Prospectus") that meets the requirements of
Section 10(a) of the Securities Act of 1933 (the "Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:

(a) The Annual Report of Barr Laboratories, Inc. ("the Registrant") on
Form 10-K for the fiscal year ended June 30, 2002, filed with the
Commission on August 26, 2002.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, filed with the Commission on November 14, 2002.

(d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on March 7, 1988, including any amendment or report filed
to update such description.

All reports and other documents that the Registrant subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment indicating that the Registrant has sold all of the securities offered
under this Registration Statement or that deregisters the distribution of all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement from the date that the Registrant
files such reports or documents. Any statement contained in this Registration
Statement or any report or document incorporated

into this Registration Statement by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which is incorporated by
reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded. The Registrant's file number
with the Commission is 001-09860.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 721 through 726 of the New York Business Corporation Law contain
detailed provisions for indemnification of directors and officers of New York
corporations against judgments, penalties, fines, settlements and reasonable
expenses in connection with litigation. Such statutory provisions are not
exclusive of any rights to indemnification granted under the Registrant's
certificate of incorporation, bylaws, indemnification agreements or otherwise.

Article Eight of the Registrant's certificate of incorporation and Article
X of the Registrant's bylaws permit, but do not require, the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.

The Registrant has purchased insurance which insures (subject to certain
terms and conditions, exclusions and deductibles) it against certain costs which
it might be required to pay by way of indemnification to its directors and
officers under its certificate of incorporation or bylaws, indemnification
agreements or otherwise and protects individual directors and officers from
certain losses for which they might not be indemnified by the Registrant. In
addition, the Registrant has purchased insurance which provides liability
coverage (subject to certain terms and conditions, exclusions and deductibles)
for amounts which it, or the fiduciaries under its employee benefit plans (which
may include its directors, officers and employees), might be required to pay as
a result of a breach of fiduciary duty.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO. DESCRIPTION
----------- -----------

4.1 Barr Laboratories, Inc. 2002 Stock and Incentive Award Plan (Previously
filed with the Commission on September 24, 2002 as Appendix A to the Barr
Laboratories, Inc. Proxy Statement relating to the 2002 Annual Meeting of
Shareholders and incorporated herein by reference).

5.1 Opinion of Gibson, Dunn & Crutcher LLP with respect to the legality of the
Common Stock being registered.

23.1 Consent of Deloitte & Touche LLP, Independent Auditors.

23.2 Consent of Ernst & Young LLP, Independent Auditors.

23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

24.1 Power of Attorney of certain officers and directors (included on the
signature page of this Registration Statement).

ITEM 9. UNDERTAKINGS.

(1) The undersigned Registrant hereby undertakes:

(a) 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 the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(a)(i) and (1)(a)(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
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement;

(b) 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; and

(c) 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.

(2) The undersigned Registrant hereby undertakes 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 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.

(3) 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
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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 Pomona, New York, on this 20th day of December 2002.

BARR LABORATORIES, INC.

By: /s/ William T. McKee
-------------------------------------
William T. McKee
Senior Vice President, Chief Financial
Officer and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William
T. McKee as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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 indicated.

NAME AND SIGNATURE TITLE DATE
------------------ ----- ----

/s/Bruce L. Downey Chairman of the Board and Chief December 20, 2002
--------------------------------- Executive Officer (Principal Executive
Bruce L. Downey Officer)

/s/William T. McKee Senior Vice President, Chief Financial December 20, 2002
--------------------------------- Officer and Treasurer (Principal
William T. McKee Financial Officer and Principal
Accounting Officer)

/s/Carole S. Ben-Maimon President, Chief Operating Officer, December 20, 2002
--------------------------------- Barr Research and a Director
Carole S. Ben-Maimon

/s/Paul M. Bisaro President, Chief Operating Officer December 20, 2002
--------------------------------- Barr Laboratories, Inc. and a Director
Paul M. Bisaro

/s/Harold N. Chefitz Director December 20, 2002
---------------------------------
Harold N. Chefitz

/s/Richard R. Frankovic Director December 20, 2002
---------------------------------
Richard R. Frankovic

/s/James S. Gilmore, III Director December 20, 2002
---------------------------------
James S. Gilmore, III

/s/Jack M. Kay Director December 20, 2002
---------------------------------
Jack M. Kay

/s/Peter R. Seaver Director December 20, 2002
---------------------------------
Peter R. Seaver

/s/George P. Stephan Director December 20, 2002
---------------------------------
George P. Stephan