Barr Pharmaceuticals Inc – ‘S-3MEF’ on 3/11/98

As of:  Wednesday, 3/11/98   ·   Effective:  3/11/98   ·   Accession #:  1047469-98-9401   ·   File #s:  333-45339, 333-47731

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Form S-3                                               4     22K 
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

S-3MEF   —   Form S-3

S-3MEF
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1998

                                               REGISTRATION NO. 333-
--------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

BARR LABORATORIES, INC. 
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]
                                                    
           NEW YORK                  22-1927534     
(State or other jurisdiction of   (I.R.S. Employer  
 incorporation or organization)  Identification No.)

------------------------

2 QUAKER ROAD, PO BOX 2900
POMONA, NEW YORK 10970-0519 
(914) 362-1100
(ADDRESS AND TELEPHONE NUMBER 
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------

PAUL M. BISARO
SENIOR VICE PRESIDENT AND SECRETARY 
BARR LABORATORIES, INC. 
2 QUAKER ROAD, PO BOX 2900
POMONA, NY 10970-0519 
(914) 362-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) 
------------------------------

COPIES OF COMMUNICATIONS TO:

                                                                [Download Table]
                                                                        
   M. FINLEY MAXSON                                JONATHAN I. MARK     
   WINSTON & STRAWN                            CAHILL GORDON & REINDEL  
 35 WEST WACKER DRIVE                               80 PINE STREET      
CHICAGO, ILLINOIS 60601                         NEW YORK, NEW YORK 10005
    (312) 558-5600                                  (212) 701-3000      

--------------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.                
--------------------------

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED  
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING 
BOX. / /                                                                        

   IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF  
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. / /                                

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING 
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND   
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE  
REGISTRATION STATEMENT FOR THE SAME OFFERING. /X/ File No. 333-45339            

IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT   
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT   
FOR THE SAME OFFERING. / /                                                      

  IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /                                             
--------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                                                PROPOSED           PROPOSED     
                   TITLE OF EACH CLASS                                      MAXIMUM OFFERING        MAXIMUM     
                   OF SECURITIES TO BE                      AMOUNT TO BE          PRICE       AGGREGATE OFFERING
                       REGISTERED                          REGISTERED (1)     PER UNIT (2)         PRICE (2)    
                                                                                                                
                                                              230,000                                           
Common Stock ($.01 par value)............................      Shares            $35.50           $8,165,000    



                   TITLE OF EACH CLASS                                                                          
                   OF SECURITIES TO BE                        AMOUNT OF                                         
                       REGISTERED                         REGISTRATION FEE                                      
                                                                                                                

Common Stock ($.01 par value)............................    $2,409                                             

(1) Includes 30,000 shares to be issued solely to cover an over-allotment       
option granted to the Underwriters. See "Underwriting."                 
(2) Calculated pursuant to Rule 457 under the Securities Act of 1933.           
--------------------------

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE         
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.     

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S-3MEF
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Incorporation of Certain Information By Reference 

This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration     
Statement on Form S-3 filed by Barr Laboratories, Inc. with the Securities      
and Exchange Commission (File No. 333-45339) pursuant to the Securities Act     
of 1933, as amended, and declared effective on March 10, 1998 is incorporated   
by reference into this Registration Statement.                                  

S-3MEF
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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-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Pomona, State of New York on this 10th day of        
March, 1998.                                                                    

       BARR LABORATORIES, INC.

                   By               /s/ PAUL M. BISARO
                                   -----------------------------------------
                                    Paul M. Bisaro
                                   SENIOR VICE PRESIDENT

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Bruce L. Downey and Paul M. Bisaro and    
each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, 
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration    
Statement, and to file the same, with all exhibits thereto and other documents  
in connection therewith, with the Securities and Exchange Commission, granting  
unto said attorneys-in-fact and agents, and each of them, full power and        
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said           
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.                                        

Pursuant to the requirements of the Securities Act of 1933, this        
Registration Statement has been signed below by the following persons in the    
capacities and on the date indicated.                                           

                                                                [Download Table]

        SIGNATURE                     TITLE                      DATE         
--------------------------  --------------------------  ----------------------
                                                                              
   /s/ BRUCE L. DOWNEY                                                        
--------------------------  Director and Principal      March 10, 1998        
     Bruce L. Downey          Executive Officer                               

   /s/ WILLIAM T. MCKEE     Principal Financial                               
--------------------------    Officer and Principal     March 10, 1998        
     William T. McKee         Accounting Officer                              

    /s/ EDWIN A. COHEN                                                        
--------------------------  Director                    March 10, 1998        
      Edwin A. Cohen                                                          

   /s/ ROBERT J. BOLGER                                                       
--------------------------  Director                    March 10, 1998        
     Robert J. Bolger                                                         

 /s/ MICHAEL F. FLORENCE                                                      
--------------------------  Director                    March 10, 1998        
   Michael F. Florence                                                        

     /s/ JACOB M. KAY                                                         
--------------------------  Director                    March 10, 1998        
       Jacob M. Kay                                                           

  /s/ BERNARD C. SHERMAN                                                      
--------------------------  Director                    March 10, 1998        
    Bernard C. Sherman                                                        

  /s/ GEORGE P. STEPHAN                                                       
--------------------------  Director                    March 10, 1998        
    George P. Stephan                                                         

II-3

S-3MEF
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EXHIBIT INDEX 

All exhibits filed with or incorporated by reference in Registration    
Statement No. 333-45339 are incorporated by reference into, and shall be        
deemed part of, this registration statement, except for the following, which    
are filed herewith.                                                             

                                                        [Enlarge/Download Table]

  EXHIBIT                                                                                                          
    NO.                                                                                                            
-----------                                                                                                        
                                                                                                                   
       5.1   Opinion of Winston & Strawn...................................................... Filed Electronically
      23.1   Consent of Winston & Strawn (See Exhibit 5.1)....................................                     
      23.2   Consent of Deloitte & Touche LLP................................................. Filed Electronically
      24.1   Powers of Attorney (Included on the signature page of this registration                               
             statement).......................................................................                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		3/11/98		1
		3/10/98		2		3			8-K
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