Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 9)(1) IMPAX LABORATORIES, INC. (formerly GLOBAL PHARMACEUTICAL CORPORATION) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45256B101 - -------------------------------------------------------------------------------- (CUSIP Number) Richard D. Waters, Jr. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020 (212) 899-3400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - ------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------- ------------------------------- CUSIP No. 45256B101 13D Page 2 of 11 Pages - ------------------------------- ------------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FLEMING US DISCOVERY FUND III, L.P. - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------ ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------- ------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 0 PERSON WITH ------- ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------ ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- - ------------------------------- ------------------------------- CUSIP No. 45256B101 13D Page 3 of 11 Pages - ------------------------------- ------------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FLEMING US DISCOVERY OFFSHORE FUND III, L.P. - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------ ------------------------------------------------------------------ 3 SEC USE ONLY - ------------ ------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------ ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA - ------------ ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------- ------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------- ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------ ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- Preliminary Note: This Amendment No. 9 to the Statement on Schedule 13D originally filed on March 12, 1999, as amended by Amendment No. 1 thereto filed on July 15, 1999, Amendment No. 2 thereto filed on December 27, 1999, Amendment No. 3 filed on May 12, 2000, Amendment No. 4 thereto filed on December 20, 2000, Amendment No. 5 filed on February 14, 2001, Amendment No. 6 filed on July 20, 2001, Amendment No. 7 filed on June 25, 2003 and Amendment No. 8 filed on March 23, 2004 (as so amended, the "Statement") with respect to the common stock, $.01 par value per share (the "Common Stock"), of Impax Laboratories, Inc., a Delaware corporation (the "Issuer"), restates Items 1, 2, 3, 4, 6 and 7 and Appendices 1, 2 and 3 and supplements Item 5. The information contained in Item 5 is being amended to reflect the disposition of shares of Common Stock by the Funds to their respective limited and general partners. Item 1. Security and Issuer The address of the Issuer's principal executive offices is 30831 Huntwood Avenue, Hayward, California 94544. Information in the original Schedule 13D remains in effect except to the extent that it is superseded by subsequently filed information, including the information contained in this Amendment No. 8. Responses to each item below are incorporated by reference into each other item, as applicable. Item 2. Identity and Background This Statement is being filed pursuant to a Joint Filing Agreement by (i) Fleming US Discovery Fund III, L.P. ("US Fund"), a Delaware limited partnership whose principal office is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020 and (ii) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund" and collectively with the US Fund, the "Funds"), a Bermuda limited partnership whose principal office is c/o Bank of Bermuda, Ltd. 6 Front Street, Hamilton HM 11 Bermuda. US Fund's principal business is to invest in securities with a view to long-term capital appreciation. The general partner of US Fund is Fleming US Discovery Partners, L.P. ("Fleming Partners"), a Delaware limited partnership, whose principal business office is located at the same address as US Fund. Fleming Partners' principal business is to act as the general partner of US Fund and Offshore Fund. The general partner of Fleming Partners is Fleming US Discovery, LLC ("Discovery"), a Delaware limited liability company whose principal office is located at the same address as US Fund. Discovery's principal business is to act as the sole general partner of Fleming Partners. A Board of Managers consisting of five members manages Discovery. Set forth on Appendix 1 attached hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each member of the Board of Managers and Committees of Discovery. Effective September 30, 2001, JPMP Capital Corp. ("JPMP Capital"), a New York corporation purchased Robert Fleming Inc.'s interests as the controlling member of Discovery and the sole limited partner of Fleming Partners pursuant to that certain assignment and assumption agreement. As a result thereof, JPMP Capital has the right to appoint three of the five members of the Board of Managers of Discovery. JPMP Capital's principal place office is located at the same address as US Fund. JPMP Capital is engaged in the venture capital and leveraged buyout business. Set forth on Appendix 2 attached hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital. JPMP Capital is a wholly-owned subsidiary of J.P. Morgan Chase & Co. ("JP Morgan Chase"), a Delaware corporation which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth on Appendix 3 attached hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JP Morgan Chase. -4- The Offshore Fund's principal business is to invest in securities with a view to long-term capital appreciation. The Offshore Fund has two general partners, Fleming Partners and Fleming (Bermuda) Discovery III Limited ("Fleming Bermuda"), a company organized in Bermuda. Fleming Bermuda's principal business office address is located at the same address as the Offshore Fund. Fleming Bermuda's principal business is to serve as a general partner of the Offshore Fund. During the last five years prior to the date of this filing, none of the Reporting Persons or persons identified in Appendix 1, Appendix 2 or Appendix 3 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations or prohibiting or mandating the activities subject to, federal or state securities laws or finding a violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration No changes. Item 4. Purposes of Transactions The shares of Common Stock deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Funds may dispose of or acquire securities of the Issuer, including Common Stock, depending upon the position of the market, the Issuer and other factors. The Reporting Persons retain the right to change their investment intent, to propose one or more possible transactions to the Issuer's board, to acquire additions shares of common stock from time to time or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them in any manner permitted by law. Item 5. Interest in Securities of the Issuer As of the date hereof, the US Fund does not hold any shares of Common Stock. As of the date hereof, the Offshore Fund does not hold any shares of Common Stock. As of the date hereof, for purposes of Rule 13d-3 promulgated under the Exchange Act, each of US Fund, Offshore Fund, Fleming Partners, Discovery, JPMP Capital and JP Morgan Chase may be deemed to have beneficially owned 0.0% of the outstanding Common Stock. (b) The information required by this paragraph is reflected on Lines 7-10 of each Reporting Person's cover page, incorporated herein by reference. (c) On May 5, 2004, the Funds distributed an aggregate of 5,922,398 shares of Common Stock pro rata to their respective limited and general partners (the "Distribution"). After the Distribution, the Funds no longer hold any shares of Common Stock of the Issuer. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. -5- (e) Not Appli cable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No changes. Item 7. Materials to Be Filed as Exhibits The following additional material is filed as an Appendix to this Amendment No. 9: Appendix 1- Information About Fleming US Discovery, LLC Required by Item 2 Appendix 2- Information About JPMP Capital Corp. Required by Item 2 Appendix 3- Information About JP Morgan Chase & Co. Required by Item 2 -6- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 26, 2004 FLEMING US DISCOVERY FUND III, L.P. By: Fleming US Discovery Partners, L.P., its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Richard D. Waters, Jr. ------------------------------- Richard D. Waters, Jr., Manager FLEMING US DISCOVERY OFFSHORE FUND III, L.P. By: Fleming US Discovery Partners, L.P, its general partner By: Fleming US Discovery, LLC, its general partner By: /s/ Richard D. Waters, Jr. ------------------------------- Richard D. Waters, Jr., Manager Appendix 1 MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC(1) BOARD OF MANAGERS Robert L. Burr(2) Brendan C. Cameron(3) Stephen Oppenheimer(4) Faith Rosenfeld(4) Richard D. Waters, Jr.(4) EXECUTIVE COMMITTEE Robert L. Burr Brendan C. Cameron Stephen Oppenheimer Faith Rosenfeld Richard D. Waters, Jr. INVESTMENT COMMITTEE Robert L. Burr Brendan C. Cameron Stephen Oppenheimer Faith Rosenfeld Richard D. Waters, Jr. - -------------- (1) Each of the natural persons listed as a manager or committee member of Fleming US Discovery, LLC is a United States citizen. (2) Business address is 1221 Avenue of the Americas, 40th Floor, New York, NY 10020. (3) Business address is 522 Fifth Avenue, New York, NY 10036. (4) Business address is 1221 Avenue of the Americas, 39th Floor, New York, NY 10020. Appendix 2 JPMP Capital Corp. Executive Officers and Directors of JPMP Capital Corp. Executive Officers(1) President Jeffrey C. Walker* Chief Investment Officer Arnold L. Chavkin* Managing Director Dr. Dana Beth Ardi Managing Director Christopher C. Behrens* Managing Director Julie Casella-Esposito* Managing Director Rodney A. Ferguson* Managing Director Cornell P. French* Managing Director Michael R. Hannon* Managing Director Alfredo Irigoin* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Stephen P. Murray* Managing Director Timothy Purcell* Managing Director Faith Rosenfeld* Managing Director Shahan D. Soghikian* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr. * Directors(1) William B. Harrison, Jr.** Jeffrey C. Walker* - ------------- (1) Each of whom is a United States citizen except for Messrs. Irigoin and Soghikian. * Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. Appendix 3 J.P. MORGAN CHASE & CO. Executive Officers and Directors of JPMorgan Chase & Co. Executive Officers(1) Chairman of the Board and Chief Executive Officer William B. Harrison Jr.* Vice Chairman David A. Coulter* Vice Chairman Thomas B. Ketchum* Vice Chairman Donald H. Layton* Vice Chairman Jeffrey C. Walker** Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro* Executive Officer Donald H. McCree III* Executive Vice President; Chief Financial Officer Dina Dublon* Executive Vice President; Head of Market Risk Management Lesley Daniels Webster* General Counsel William H. McDavid* Director of Human Resources John J. Farrell* Director of Corporate Marketing and Communications Frederick W. Hill* Controller Joseph L. Scalfani* Directors(1) Principal Occupation or Employment; Name Business or Residence Address ---- ------------------------------------------------ ------------------------------------------------------------------------------- Hans W. Becherer Retired Chairman of the Board and Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 - -------------------------------------------------------------------------------- Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 - -------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - -------------------------------------------------------------------------------- John H. Biggs Former Chairman and Chief Executive Officer TIAA-CREF 730 Third Avenue 25th Floor New York, NY 10017 - -------------------------------------------------------------------------------- - -------------- (1) Each of whom is a United States citizen. * Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York New York 10020. - -------------------------------------------------------------------------------- Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245 - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - -------------------------------------------------------------------------------- Ellen V. Futter President and Trustee American Museum of Natural History Central Park West at 79th Street New York, NY 10024 - -------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - -------------------------------------------------------------------------------- William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer J.P. Morgan Chase & Co. 270 Park Avenue, 8th Floor New York, New York 10017-2070 - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 - -------------------------------------------------------------------------------- Lee R. Raymond Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 - -------------------------------------------------------------------------------- John R. Stafford Chairman of the Board American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - --------------------------------------------------------------------------------